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The Mall of Engomi (ME) Plc

Annual Report Apr 23, 2025

2532_10-k_2025-04-23_305cc5e3-ea69-481b-baf6-ea873cf72ecd.pdf

Annual Report

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ANNUAL REPORT AND FINANCIAL STATEMENTS For the year ended 31 December 2024

ANNUAL REPORT AND FINANCIAL STATEMENTS For the year ended 31 December 2024

CONTENTS PAGE
Board of Directors and other officers 1
Management Report 2 - 4
Declaration of the members of the Board of Directors and the company officials responsible for
the preparation of the financial statements
5
Independent auditor's report 6 - 9
Statement of comprehensive income 10
Statement of financial position 11
Statement of changes in equity 12
Statement of cash flows 13
Notes to the financial statements 14 - 49

BOARD OF DIRECTORS AND OTHER OFFICERS

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

MANAGEMENT REPORT

The Board of Directors of The Mall of Engomi (ME) Plc (the ''Company'' or the "Mall") presents to the members its Management Report and audited financial statements of the Company for the year ended 31 December 2024.

Principal activities and nature of operations of the Company

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

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

The Company's revenue for the year ended 31 December 2024 was €4.040.520 compared to €3.824.607 for the year ended 31 December 2023. The operating profit of the Company for the year was €2.600.033 (2023: €1.369.136).

Included in the operating profit is the fair value gain on investment property amounting to €232.295 (2023: loss €730.240).

The profit after tax of the Company for the year ended 31 December 2024 amounted to €1.132.247 (2023: loss €347.635).

At 31 December 2024 the total assets of the Company were €45.340.085 (2023: €42.843.307) and its net assets were €21.997.727 (2023: €21.051.710). The financial position, development and performance of the Company as presented in these financial statements are considered satisfactory.

In 2024, the Mall continued to build upon the groundwork laid in 2023, introducing a coworking space, additional food licensees and entertainment to its licensees mix. A notable 18% increase in the turnover of the licensees signals a buoyant market and heightened consumer spending within the vicinity. A 18% increase in foot traffic suggests an escalating interest in the mall, fuelled by strategic marketing activities and adding new licensees to the mix. Overall, while there are areas of growth and success, limiting vacancies will be pivotal in maximizing the mall's potential.

Principal risks and uncertainties

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

Future developments of the Company

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

Existence of branches

The Company does not maintain any branches.

Use of financial instruments by the Company

The Company is primarily exposed to interest rate risk, credit risk, liquidity risk and capital risk (Note 6).

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

Interest rate risk

The Company's interest rate risk mainly arises from long term bank borrowings, short term loans payable to group companies as well as from loans receivable due from related entities. Borrowings issued to, and loans granted by the Company at variable rates expose it to cash flow interest rate risk. All borrowings as at 31 December 2024 are at variable rates.

As at 31 December 2024 the Company's liabilities which bore variable interest rates amounted to €21.047.972 (2023: €20.210.941). The Company's management monitors the interest rate fluctuations on a continuous basis and acts accordingly. The Company does not apply hedge accounting for cash flow interest rate risk.

MANAGEMENT REPORT

Credit risk

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

Credit risk is managed on a group basis. For banks and financial institutions, only those that are highly rated by the Board of Directors are accepted as counterparties. Management assesses the credit quality of the licensees, taking into account its financial position, past experience and other factors. Individual credit limits and credit terms are set based on the credit quality of the licensee in accordance with limits set by the Board. The utilisation of credit limits is regularly monitored.

As at 31 December 2024 the Company's credit risk arises from trade receivables amounting to €149.311 (2023: €129.048), net, after cumulative expected credit losses of €339.288 (2023: €266.176) and bank balances amounting to €1.477.159 (2023: €568.260).

Liquidity risk

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

Capital risk management

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

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

The Company monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings minus cash and cash equivalents. Total capital is calculated as ''equity'' as shown in the statement of financial position plus net debt. As at 31 December 2024 the Company's net debt amounted to €19.570.325 (2023: €19.642.393) and total equity of €21.997.727 (2023: €21.051.710) leading to a gearing ratio of 47,08% (2023: 48,27%).

Results

The Company's results for the year are set out on page 10.

Dividends

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

Share capital

Refer to Note 21 for an overview of the changes in the share capital during the period under review.

Operating Environment of the Company and going concern considerations

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

Board of Directors

The members of the Company's Board of Directors as at 31 December 2024 and at the date of this report are presented on page 1. All of them were members of the Board of Directors throughout the year ended 31 December 2024 except as disclosed on page 1.

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

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

23 April 2025 31 December 2024
Percentage of shareholding
0/0
Percentage of shareholding
0/0
Direct shareholder:
Atterbury Cyprus Limited (Cyprus) 29.87 29,87
Pareto Limited (South Africa) 70,03 70.03
Indirect shareholders (through their indirect
holdings in Atterbury Cyprus Limited):
Business Venture Investments No 1360 (Pty) 7.47 7.47
Ltd (South Africa)
Brightbridge Real Estate Limited (Cyprus) 14.94 14,94
Pareto Limited (South Africa) 7.47 7.47

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

In accordance with Article 9 sections (3c) and (7) of the Transparency Requirements (Traded Securities in Regulated Markets) Law 2007 (N 190 (Ι)/2007) (''the Law'') we, the members of the Board of Directors and the Company official responsible for the financial statements of The Mall of Engomi (ME) Plc (the ''Company'') for the year ended 31 December 2024, on the basis of our knowledge, declare that:

(a) The annual financial statements of the Company which are presented on pages 10 to 49:

(i) have been prepared in accordance with the applicable International Financial Reporting Standards as adopted by the European Union and the provisions of Article 9, section (4) of the law, and

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

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

Members of the Board of Directors:

Siphamandla Joseph Mbonane - Director ...............................................................

Responsible for drafting the financial statements

Antonia Constantinou (Financial Controller) .............................................................

Martin Olivier - Director ............................................................... John George Mavrokordatos - Director ............................................................... Kypros Hadjistyllis - Director ...............................................................

Nicosia, 23 April 2025

-

-

  • -

STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2024

2024 2023
Note
Rights for use of space and other revenue 8 4.040.520 3.824.607
Other operating income 9 152.167 223.885
Fair value gains/(losses) on investment property 10 232.295 (730.240)
Administration and other operating expenses 11 (1.637.466) (1.790.345)
Impairment charge on trade and other receivables 18 (187.483) (158.771)
Operating profit 2.600.033 1.369.136
Finance income 12 30.065 60.886
Finance costs 12 (1.362.098) (1.730.391)
Profit/(loss) before tax 1.268.000 (300.369)
Tax 13 (135.753) (47.266)
Profit/(loss) for the year 1.132.247 (347.635)
Other comprehensive income - -
Total comprehensive income/(loss) for the year 1.132.247 (347.635)
Profit/(loss) per share attributable to equity holders (cent) - basic and
diluted 14 2,72 (3,21)

The notes on pages 14 to 49 form an integral part of these financial statements.

STATEMENT OF FINANCIAL POSITION

31 December 2024

2024 2023
ASSETS Note
Non-current assets
Property and equipment 15 78.548 45.038
Investment property 16 43.366.000 41.950.000
Trade, prepayments and other receivables 18 10.306 23.612
43.454.854 42.018.650
Current assets
Trade, prepayments and other receivables 18 406.150 254.675
Refundable taxes 25 1.434 1.434
Cash at bank and in hand 20 1.477.647 568.548
1.885.231 824.657
TOTAL ASSETS 45.340.085 42.843.307
EQUITY AND LIABILITIES
Equity
Share capital 21 5.196.728 1.557.479
Share premium 21 3.117.042 6.942.521
Retained earnings 13.683.957 12.551.710
Total equity 21.997.727 21.051.710
Non-current liabilities
Borrowings 22 18.621.335 19.345.736
Trade and other payables 24 725.834 661.533
Deferred tax liabilities 23 404.766 270.341
19.751.935 20.277.610
Current liabilities
Provisions for other liabilities and charges 24 205.388 192.219
Trade and other payables 24 958.398 456.563
Borrowings 22 2.426.637 865.205
3.590.423 1.513.987
Total liabilities 23.342.358 21.791.597
TOTAL EQUITY AND LIABILITIES 45.340.085 42.843.307

On 23 April 2025 the Board of Directors of The Mall of Engomi (ME) Plc authorised these financial statements for issue.

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

John George Mavrokordatos Martin Olivier Director Director

The notes on pages 14 to 49 form an integral part of these financial statements.

STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2024

Note Share
capital
Share
premium
Capital
reserve
Retained
earnings
Total
Balance at 1 January 2023 1.000.000 - 212.687 12.686.658 13.899.345
Comprehensive loss
Net loss for the year
- - - (347.635) (347.635)
Transactions with owners
Issue of share capital
Transfer of capital reserve to
21 557.479 6.942.521 - - 7.500.000
retained earnings - - (212.687) 212.687 -
Balance at 31 December 2023/ 1
January 2024
1.557.479 6.942.521 - 12.551.710 21.051.710
Comprehensive income
Net profit for the year
- - - 1.132.247 1.132.247
Transactions with owners
Issue of share capital
Reduction of share premium
Transaction costs for raising new
21
21
3.639.249
-
11.506.978
(15.195.057)
-
-
-
-
15.146.227
(15.195.057)
equity - (137.400) - - (137.400)
Balance at 31 December 2024 5.196.728 3.117.042 - 13.683.957 21.997.727

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

The notes on pages 14 to 49 form an integral part of these financial statements.

STATEMENT OF CASH FLOWS For the year ended 31 December 2024

2024 2023
Note
CASH FLOWS FROM OPERATING ACTIVITIES
Profit/(loss) before tax 1.268.000 (300.369)
Adjustments for:
Depreciation of property, plant and equipment
15 15.366 8.525
Fair value (gains)/losses on investment property 16 (232.295) 730.240
Amortisation of arrangement fees and loan modification 22 (6.647) 3.485
Impairment charge on trade receivables 18 187.483 158.771
Movement in provision on financial guarantee contracts 24 13.169 70.072
Interest income 12 (30.065) (60.886)
Interest expense 12 1.368.745 1.730.391
2.583.756 2.340.229
Changes in working capital:
(Increase)/decrease in trade, prepayments and other receivables (326.359) 110.443
Increase/(decrease) in trade and other payables 556.034 (65.214)
Cash generated from operations 2.813.431 2.385.458
Tax paid - (114)
Net cash generated from operating activities 2.813.431 2.385.344
CASH FLOWS FROM INVESTING ACTIVITIES
Payment for purchase of property, plant and equipment 15 (48.876) (13.135)
Payment for purchase of investment property 16 (1.205.032) (497.287)
Loans repayments received 17 - 986.150
Interest received 23.418 -
Net cash (used in)/generated from investing activities (1.230.490) 475.728
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of bank borrowings 22 (20.149.589) (1.182.496)
Proceeds from bank borrowings 22 20.000.000 -
Proceeds from loans from related companies 22 958.658 -
Interest paid (1.135.929) (1.721.253)
Arrangement fees for borrowings 22 (209.582) -
Transaction cost for raising new equity (137.400) -
Net cash used in financing activities (673.842) (2.903.749)
Net increase/(decrease) in cash and cash equivalents 909.099 (42.677)
Cash and cash equivalents at beginning of the year 20 568.548 611.225
Cash and cash equivalents at end of the year 20 1.477.647 568.548

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

The notes on pages 14 to 49 form an integral part of these financial statements.

1. Incorporation and principal activities

Country of incorporation

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

Principal activities

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

Operating Environment of the Company and assessment of Going Concern status

Economic indicators

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

Going concern

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

  • change of finance provider from Bank of Cyprus to Alpha Bank Limited during 2024
  • the implementation of an all-round plan of managing relationships with licensees
  • establishing relationships with brands that are not yet in the mall to fill future vacancies
  • containment of operational costs

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

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

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

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

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

  • Debt Service Cover Ratio: no less than or equal to 1.1 times
  • Debt to Equity Ratio: shall not exceed 1.2 times
  • Loan to Value Ratio: shall not exceed 65%

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2024

1. Incorporation and principal activities (continued)

Operating Environment of the Company and assessment of Going Concern status (continued)

Going concern (continued)

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

Interruption of operations and worsening of the financial position of licensees

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

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

2. Basis of preparation

The financial statements have been prepared in accordance with IFRS accounting standards as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law, Cap. 113. The financial statements have been prepared under the historical cost convention as modified by the revaluation of investment property to its fair value.

Management has adopted the going concern basis for the preparation of these financial statements, taking into account the entity's financial performance, position and assessed future prospects (refer to Note 1).

3. Adoption of new or revised standards and interpretations

During the current year the Company adopted all the new and revised IFRSs 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.

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.

Management seeks not to reduce the understandability of these financial statements by obscuring material information with immaterial information. Hence, only material accounting policy information is disclosed, where relevant, in the related disclosure notes.

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2024

4. Material accounting policy information (continued)

Administration and operating expenses

Expenses incurred are recognised on an accrual basis.

Management includes in the standard license/lease agreements specific terms which enables the mall to recharge or recover property expenses from the licensees. The expenses are incurred for the sole benefit of the licensee and to optimize the production of income in the mall. The rechargeable property expenses include items such as (i) common area maintenance costs (ii) property management costs (iii) security & cleaning and (iv) general utility expenses. These expenses are presented as a separate expense line item under the ''Administration and other operating expenses'' financial statement caption. All other expenses items are presented in the notes to the financial statements, grouped and classified by their nature.

Segmental reporting

The Company believes that there are no separate operating segments under IFRS8 'Operating Segments' for which there is discrete financial information for making decisions on allocating resources and evaluating their performance. The Management of the Company (Board of Directors) (upper body for making operational decisions) take decisions for resource allocation and assessing their performance based on internal reports at Company level. These reports are consistent with IFRS which were used for the preparation of the financial statements. There is no additional information on the performance of individual segments.

Revenue

Recognition and measurement

Revenue includes (i) licence fees from rights for use of space and (ii) service charges, utility costs recharged and other recoveries from licensees.

− Lease income from rights for use of space

The income from rights for use of space under operating leases with variable increases, is recognised in accordance with the relevant lease term taking into account the impact of any rent-free periods and incentives (refer to below paragraphs), which are recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are expensed in profit or loss.

Incentives granted to licensees (such as relocation incentives that are typically provided to aid licensees in bringing newly occupied tenancy space in operational condition for their intended business use and that are considered lessee assets) in relation to the investment property of the Company, are initially capitalised in the statement of financial position under ''other assets'' and further reclassified to investment property, and accordingly charged on a systematic basis to profit or loss, in arriving at revenue for the financial period.

Furthermore, in the normal course of business, the Company may enter into specific arrangements with licensees, for the latter to cover portions of capital improvements that result in the enhancement of the Company's investment property and for which licensees have no recourse against the Company. Such licensee contributions are initially recognised in the statement of financial position as deferred income and further reclassified to investment property and are subsequently credited to profit or loss on a systematic basis in arriving at revenue for the financial period.

Additional licence fee income constituting variable consideration based on lessee's level of annual turnover in comparison to minimum licence fees, is recognised once conditions for such recognition have been met.

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2024

4. Material accounting policy information (continued)

Revenue (continued)

− Revenue from service charges, utilities and other recoveries

Revenue from service charges and utilities is considered a non-lease component of the standard license contracts. This form of revenue is recognised in the accounting period in which control of the services are passed to the licensee; which is when the service is rendered. Management includes in the standard license agreements specific terms which enables the mall to recharge or recover property expenses from the licensees. The expenses are incurred for the sole benefit of the licensee and to optimize the production of income in the mall. The rechargeable property expenses include items such as (i) common area maintenance costs (ii) property management costs (iii) security & cleaning and (iv) general utility expenses.

Revenue is recognised gross, on the premise that under the above arrangements, the Company acts as Principal in providing such services to licensees, since the services concerning property-related expenses as mentioned above, are purchased by the Company (i.e. they are under the Company's control) and are subsequently transferred to licensees.

Finance income

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

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

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 exchange rates prevailing at the dates of the transactions. 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.

Tax

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in profit or loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date.

4. Material accounting policy information (continued)

Tax (continued)

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the statement of financial position liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset realised. Deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited directly to other comprehensive income or equity, in which case the deferred tax is also dealt with in other comprehensive income or equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Dividend distribution

Dividend distribution to the Company's shareholders is recognised as a liability in the Company's financial statements in the year in which the dividends are appropriately authorised and are no longer at the discretion of the Company. More specifically, interim dividends are recognised as a liability in the period in which these are authorised by the Board of Directors and in the case of final dividends, these are recognised in the period in which these are approved by the Company's shareholders.

Property and equipment

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

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

%
Signs 15
Plant and Machinery 20
Computer Hardware 33

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

Investment property

Investment property comprises completed property and property under development or re-development that is held, or to be held, to earn rentals or for capital appreciation or both. Investment property comprises commercial property (including associated land) held primarily to earn licence fees and rental income and for capital appreciation. In the case of buildings, these are substantially rented/licenced to licensees and not intended to be sold in the ordinary course of business. Investment property is measured initially at cost, including transaction costs. Transaction costs include transfer taxes, professional fees and any other costs required to bring the property to the condition necessary for it to be capable of operating. Eligible borrowing costs are capitalised on investment property that is regarded as a qualifying asset under IAS 23.

4. Material accounting policy information (continued)

Investment property (continued)

After initial recognition, investment property is stated at fair value, which reflects market conditions at the reporting date. Gains or losses arising from changes in the fair values of investment property are included in profit or loss in the period in which they arise, including the corresponding tax effect. For the purposes of these financial statements and in order to avoid double counting, the carrying amount of any accrued income, relocation incentives and unamortised rent concessions is set off against the carrying amount of investment property, just prior to the revaluation of the latter to its fair value.

Subsequent expenditure is capitalised to the asset's carrying amount only when it is probable that future economic benefits associated with the expenditure will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance costs are expensed when incurred. When part of an investment property is replaced, the cost of the replacement is included in the carrying amount of the property and the fair value is reassessed.

Investment property is derecognised either when it has been disposed of (i.e., at the date the recipient obtains control of the investment property in accordance with the requirements for determining when a performance obligation is satisfied in IFRS 15) or when it is permanently withdrawn from use and no future economic benefit is expected from its disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognised in profit or loss in the period of derecognition. In determining the amount of consideration to be included in the gain or loss arising from the derecognition of investment property, the Company considers the effects of variable consideration, the existence of a significant financing component, noncash consideration, and consideration payable to the buyer (if any) in accordance with the requirements for determining the transaction price in IFRS 15.

Financial assets

Classification

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

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

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

For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI.

Recognition and derecognition

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

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

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2024

4. Material accounting policy information (continued)

Financial assets (continued)

Measurement

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

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

Impairment - credit loss allowance for ECL

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

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 comprehensive income within ''net impairment losses on financial and contract assets". Subsequent recoveries of amounts for which loss allowance was previously recognised are credited against the same line item.

Debt instruments measured at amortised cost (AC) are presented in the statement of financial position net of the allowance for ECL.

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

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

For trade receivables (which comprise primarily of operating lease receivables and receivables from recharges of common expenses to licensees) including trade receivables with a significant financing component the Company applies the simplified approach permitted by IFRS 9, which uses lifetime expected losses to be recognised from initial recognition of the financial assets.

For all other financial assets, such as cash and cash equivalents, loans receivable etc., 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. The Company's definition of credit impaired assets and definition of default is explained in note 6, Credit risk section.

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2024

4. Material accounting policy information (continued)

Financial assets (continued)

Reclassification

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

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

Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. Cash and cash equivalents are carried at amortised cost because: (i) they are held for collection of contractual cash flows and those cash flows represent SPPI, and (ii) they are not designated at FVTPL.

Financial assets at amortised cost (loans and receivables)

These amounts generally arise from transactions outside the usual operating activities of the Company. They are held with the objective to collect their contractual cash flows and their cash flows represent solely payments of principal and interest. Accordingly, these are measured at amortised cost using the effective interest method, less provision for impairment. Financial assets at amortised cost are classified as current assets if they are due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current assets.

Trade receivables (receivables from licensees under operating lease arrangements)

Trade receivables are amounts due from licensees for services provided in the ordinary course of business. Specifically, trade receivables are primarily comprised of:

  • Receivables from licensees for licence fees/rentals under operating lease agreements, and

  • Receivables from licensees with respect to service charges for common area and associated expenses recharged by the Company

If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets. Trade receivables are recognised at their original invoiced value except where the time value of money is material, in which case rent receivables are recognised at fair value and subsequently measured at amortised cost.

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

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

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2024

4. Material accounting policy information (continued)

Financial assets (continued)

Trade receivables (receivables from licensees under operating lease arrangements) (continued)

Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Company, and a failure to make contractual payments for a period of greater than 120 days past due.

Financial liabilities

Measurement categories

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

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

Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried 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, unless they are directly attributable to the acquisition, construction or production of a qualifying asset, in which case they are capitalised as part of the cost of that asset. Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least twelve months after the statement of financial position date.

Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment (for liquidity services) and amortised over the period of the facility to which it relates.

Borrowings are removed from the statement of financial position when the obligation specified in the contract is extinguished (i.e. when the obligation specified in the contract is discharged, cancelled or expires). The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss as other income or finance costs.

An exchange between the Company and its original lenders of debt instruments with substantially different terms, as well as substantial modifications of the terms and conditions of existing financial liabilities, are accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The terms are substantially different if the discounted present value of the cash flows under the new terms, including any fees paid net of any fees received and discounted using the original effective interest rate, is at least 10% different from the discounted present value of the remaining cash flows of the original financial liability. (In addition, other qualitative factors, such as the currency that the instrument is denominated in, changes in the type of interest rate, new conversion features attached to the instrument and change in loan covenants are also considered.)

If an exchange of debt instruments or modification of terms is accounted for as an extinguishment, any costs or fees incurred are recognised as part of the gain or loss on the extinguishment. If the exchange or modification is not accounted for as an extinguishment, any costs or fees incurred adjust the carrying amount of the liability and are amortised over the remaining term of the modified liability.

4. Material accounting policy information (continued)

Borrowings (continued)

Modifications of liabilities that do not result in extinguishment are accounted for as a change in estimate using a cumulative catch-up method, with any gain or loss recognised in profit or loss, unless the economic substance of the difference in carrying values is attributed to a capital transaction with owners and is recognised directly to equity.

Borrowing costs are interest and other costs that the Company incurs in connection with the borrowing of funds, including interest on borrowings, amortisation of discounts or premium relating to borrowings, amortisation of ancillary costs incurred in connection with the arrangement of borrowings, finance lease charges and exchange differences arising from foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs.

Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset, being an asset that necessarily takes a substantial period of time to get ready for its intended use or sale, are capitalised as part of the cost of that asset, when it is probable that they will result in future economic benefits to the Company and the costs can be measured reliably.

Trade and other payables

Trade and other payables are initially measured at fair value and are subsequently measured at amortised cost, using the effective interest rate method.

Financial guarantee contracts

Financial guarantee contracts are contracts that require the Company to make specified payments to reimburse the holder of the guarantee for a loss it incurs because a specified debtor fails to make payment when due in accordance with the terms of debt instrument. Such financial guarantees are given to banks, financial institutions and others on behalf of customers to secure loans, overdrafts and other banking facilities.

Financial guarantees are recognised as a financial liability at the time the guarantee is issued.

Financial guarantees are initially recognised at their fair value, which is normally evidenced by the amount of fees received. In the absence of fees received, the fair value of financial guarantees is determined based on the present value of the difference in cash flows between the contractual payments required under the debt instrument and the payments that would be required without the guarantee, or the estimated amount that would be payable to a third party for assuming the obligations.

Financial guarantees are subsequently measured at the higher of (i) the amount determined in accordance with the expected credit loss model under IFRS 9 ''Financial Instruments'', and (ii) the amount initially recognised less, where appropriate, the cumulative amount of income recognised in accordance with the principles of IFRS 15 ''Revenue from Contracts with customers''.

Offsetting financial instruments

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

4. Material accounting policy information (continued)

Prepayments

Prepayments are carried at cost less provision for impairment. A prepayment is classified as non-current when the goods or services relating to the prepayment are expected to be obtained after one year, or when the prepayment relates to an asset which will itself be classified as non-current upon initial recognition. Prepayments to acquire assets are transferred to the carrying amount of the asset once the Company has obtained control of the asset and it is probable that future economic benefits associated with the asset will flow to the Company. Other prepayments are written off to profit or loss when the goods or services relating to the prepayments are received. If there is an indication that the assets, goods or services relating to a prepayment will not be received, the carrying value of the prepayment is written down accordingly and a corresponding impairment loss is recognised in profit or loss.

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects. The difference between the fair value of the consideration received by the Company and the nominal value of the share capital being issued is taken to the share premium account.

Provisions

Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount has been reliably estimated. Provisions are not recognised for future operating losses.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense.

Non-current liabilities

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

Deferred income

In the normal course of the business, the Company may enter into specific arrangements with licensees, for the latter to cover portions of capital improvements that result in the enhancement of the Company's investment property and for which licensees have no recourse against the Company. Such payments made by the Company on behalf of licensees for additional construction work and alterations made to the Company's investment property under leasing arrangements, are initially recorded in deferred income and then reclassified to investment property. Such alterations and construction works are mutually agreed between the Company and the licensees. The Company, to recognise the benefit resulting from the fact that licensees unconditionally contribute to enhancements of the investment property, which effectively remain under the control and ownership of the Company, amortises such deferred income from the point in time the works are completed, over the remaining duration of the associated tenancy contracts, on a straight-line basis. Amounts amortised are recognised in "' other lease related income" in arriving at reported "Revenue" (Note 8).

5. New accounting pronouncements

Standards issued but not yet effective

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

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

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

The amendments specify how to assess whether a currency is exchangeable, and how to determine the exchange rate when it is not.

The amendments state that a currency is exchangeable into another currency when an entity is able to obtain the other currency within a time frame that allows for a normal administrative delay and through a market or exchange mechanism in which an exchange transaction would create enforceable rights and obligations.

An entity assesses whether a currency is exchangeable into another currency at a measurement date and for a specified purpose. If an entity is able to obtain no more than an insignificant amount of the other currency at the measurement date for the specified purpose, the currency is not exchangeable into the other currency.

The assessment of whether a currency is exchangeable into another currency depends on an entity's ability to obtain the other currency and not on its intention or decision to do so.

When a currency is not exchangeable into another currency at a measurement date, an entity is required to estimate the spot exchange rate at that date. An entity's objective in estimating the spot exchange rate is to reflect the rate at which an orderly exchange transaction would take place at the measurement date between market participants under prevailing economic conditions.

The new requirements will be applied retrospectively with an adjustment to opening retained earnings.

Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7) (Effective for annual reporting periods beginning on or after 1 January 2026)

The amendments in Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7) are:

  • Derecognition of a financial liability settled through electronic transfer: The amendments to the application guidance of IFRS 9 permit an entity to deem a financial liability (or part of it) that will be settled in cash using an electronic payment system to be discharged before the settlement date if specified criteria are met. An entity that elects to apply the derecognition option would be required to apply it to all settlements made through the same electronic payment system.
  • Classification of financial assets:
  • − Contractual terms that are consistent with a basic lending arrangement. The amendments to the application guidance of IFRS 9 provide guidance on how an entity can assess whether contractual cash flows of a financial asset are consistent with a basic lending arrangement. To illustrate the changes to the application guidance, the amendments add examples of financial assets that have, or do not have, contractual cash flows that are solely payments of principal and interest on the principal amount outstanding.
  • − Assets with non-recourse features. The amendments enhance the description of the term 'non-recourse'. Under the amendments, a financial asset has non-recourse features if an entity's ultimate right to receive cash flows is contractually limited to the cash flows generated by specified assets.

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2024

5. New accounting pronouncements (continued)

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

  • − Contractually linked instruments. The amendments clarify the characteristics of contractually linked instruments that distinguish them from other transactions. The amendments also note that not all transactions with multiple debt instruments meet the criteria of transactions with multiple contractually linked instruments and provide an example. In addition, the amendments clarify that the reference to instruments in the underlying pool can include financial instruments that are not within the scope of the classification requirements.
  • Disclosures:
  • − Investments in equity instruments designated at fair value through other comprehensive income. The requirements in IFRS 7 are amended for disclosures that an entity provides in respect of these investments. In particular, an entity would be required to disclose the fair value gain or loss presented in other comprehensive income during the period, showing separately the fair value gain or loss that relates to investments derecognised in the period and the fair value gain or loss that relates to investments held at the end of the period.
  • − Contractual terms that could change the timing or amount of contractual cash flows. The amendments require the disclosure of contractual terms that could change the timing or amount of contractual cash flows on the occurrence (or non-occurrence) of a contingent event that does not relate directly to changes in a basic lending risks and costs. The requirements apply to each class of financial asset measured at amortised cost or fair value through other comprehensive income and each class of financial liability measured at amortised cost.

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

Annual Improvements Volume 11 (Effective for annual reporting periods beginning on or after 1 January 2026)

The IASB's annual improvements project provides a streamlined process for dealing efficiently with a collection of amendments to IFRSs. The primary objective of the process is to enhance the quality of standards, by amending existing IFRSs to clarify guidance and wording, or to correct for relatively minor unintended consequences, conflicts or oversights.

The amendments included in the Annual Improvements are the following:

•IFRS 1 First-time Adoption of International Financial Reporting Standards •IFRS 7 Financial Instruments: Disclosures •IFRS 9 Financial Instruments: •IFRS 10 Consolidated Financial Statements •IAS 7 Statement of Cash Flows

IFRS 18 Presentation and Disclosure in Financial Statements (Effective for annual reporting periods beginning on or after 1 January 2027)

IFRS 18 replaces IAS 1, carrying forward many of the requirements in IAS 1 unchanged and complementing them with new requirements. In addition, some IAS 1 paragraphs have been moved to IAS 8 and IFRS 7. Furthermore, the IASB has made minor amendments to IAS 7 and IAS 33 Earnings per Share.

IFRS 18 introduces new requirements to:

• present specified categories and defined subtotals in the statement of profit or loss

• provide disclosures on management-defined performance measures (MPMs) in the notes to the financial statements

• improve aggregation and disaggregation.

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2024

5. New accounting pronouncements (continued)

An entity is required to apply IFRS 18 for annual reporting periods beginning on or after 1 January 2027, with earlier application permitted. The amendments to IAS 7 and IAS 33, as well as the revised IAS 8 and IFRS 7, become effective when an entity applies IFRS 18.

The amendments are applied retrospectively. Earlier application is permitted.

IFRS 19 Subsidiaries without Public Accountability: Disclosures (Effective for annual reporting periods beginning on or after 1 January 2027)

IFRS 19 permits an eligible subsidiary to provide reduced disclosures when applying IFRS Accounting Standards in its financial statements.

A subsidiary is eligible for the reduced disclosures if it does not have public accountability and its ultimate or any intermediate parent produces consolidated financial statements available for public use that comply with IFRS Accounting Standards.

IFRS 19 is optional for subsidiaries that are eligible and sets out the disclosure requirements for subsidiaries that elect to apply it.

An entity is only permitted to apply IFRS 19 if, at the end of the reporting period:

• it is a subsidiary (this includes an intermediate parent)

• it does not have public accountability, and

• its ultimate or any intermediate parent produces consolidated financial statements available for public use that comply with IFRS Accounting Standards.

A subsidiary has public accountability if:

• its debt or equity instruments are traded in a public market or it is in the process of issuing such instruments for trading in a public market (a domestic or foreign stock exchange or an over-the-counter market, including local and regional markets), or

• it holds assets in a fiduciary capacity for a broad group of outsiders as one of its primary businesses (for example, banks, credit unions, insurance entities, securities brokers/dealers, mutual funds and investment banks often meet this second criterion).

Eligible entities can apply IFRS 19 in their consolidated, separate or individual financial statements. An eligible intermediate parent that does not apply IFRS 19 in its consolidated financial statement may do so in its separate financial statements.

The new standard is effective for reporting periods beginning on or after 1 January 2027 with earlier application permitted. If an entity elects to apply IFRS 19 for a reporting period earlier than the reporting period in which it first applies IFRS 18, it is required to apply a modified set of disclosure requirements set out in an appendix to IFRS 19. If an entity elects to apply IFRS 19 for an annual reporting period before it applied the amendments to IAS 21, it is not required to apply the disclosure requirements in IFRS 19 with regard to Lack of Exchangeability.

6. Financial risk management

Financial risk factors

The Company is exposed to interest rate risk, credit risk, liquidity 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. Other than cash at bank which attract interest at normal commercial rates and the loan receivable from related party, which has variable rate, the Company has no other significant interest-bearing financial assets. Borrowings and loans issued at variable rates expose the Company to cash flow interest rate risk. Borrowings and loans issued at fixed rates expose the Company to fair value interest rate risk. The Company does not have any fixed rate borrowings and all its bank borrowings are variable rate. The Company's management monitors the interest rate fluctuations on a continuous basis and acts accordingly.

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2024

6. Financial risk management (continued)

6.1 Interest rate risk (continued)

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

2024
2023
Variable rate instruments
Financial assets - cash at bank
1.477.159 568.260
Financial liabilities - loans payable (21.047.972) (20.210.941)
(19.570.813) (19.642.681)

Sensitivity analysis

An increase of 100 basis points in interest rates at 31 December 2024 would have decreased profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. For a decrease of 100 basis points there would be an equal and opposite impact on profit or loss.

Profit or loss
2024 2023
Variable rate instruments 195.708 196.427
195.708 196.427

6.2 Credit risk

Credit risk arises from cash and cash equivalents, contractual cash flows of debt instruments carried at amortised cost and deposits with banks and financial institutions, as well as credit exposures to licensees, including outstanding receivables.

Credit risk is managed on a group basis, unless circumstances require specific monitoring of the risk profile of licensees, on an individual basis. For banks and financial institutions, the Company has established policies whereby the majority of bank balances are held with independently rated parties

For banks and financial institutions, only those that are highly rated by the Board of Directors are accepted for conducting business transactions. Management assesses the credit quality of the users of space of property, taking into account their financial position, past experience and other factors.

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

  • − trade receivables from the grant of use of space
  • − cash and cash equivalents

The Company's exposure to credit risk for each class of asset subject to the expected credit loss model is set out below (the Company is also exposed to financial guarantee contracts with related entities):

Trade and other receivables

The Company assesses, on an individual and collective basis, its exposure to credit risk arising from trade and other receivables. This assessment is based on the credit history of the licensees with the Company as well as the period the trade receivable or other receivables is more than 120 days past due. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.

The average credit period offered to licensees is 15 days with minor extensions being adopted by the Company for certain licensees from time to time. No interest is charged on outstanding trade receivables.

6. Financial risk management (continued)

6.2 Credit risk (continued)

Trade and other receivables (continued)

The Company's management considers the concentration of credit risk based on the different industries for which its licensees are exposed and monitors on a collective basis the trade receivables on this basis at an amount equal to lifetime ECL, taking into account the historical default experience and the future prospects of the licensee industry. In addition trade receivables are assessed on an individual basis in cases of long overdue amounts and financial difficulties faced by specific licensees.

The Company assesses on a collective as well as on an individual basis its exposure to credit risk as follows:

Trade receivables from
licensees and other receivables
2024 2023
Individual assessment 401.604 313.568
Collective assessment 86.995 81.656
Total gross receivables (before provisions) 488.599 395.224

The analysis of the provision is as follows:

Loss allowance
2024 2023
Individual assessment 298.947 225.835
Collective assessment 9.774 9.774
Other provision 30.567 30.567
Total 339.288 266.176

The closing loss allowances (under collective and individual assessment) for trade receivables as at 31 December 2024 reconcile to the opening loss allowances as follows:

Trade receivables
2024
2023
Balance at 1 January
Impairment losses recognised on receivables in profit or loss during the year - net
266.176
187.483
127.763
158.771
Bad debt recovered
Bad debts written off
(23.348)
(91.023)
(20.358)
-
Balance at 31 December 339.288 266.176

Management of the Company continued to implement a dual model of impairment determination, on an individual as well as collective assessment for year 2024 and 2023, to capture the impact of the financial situation affecting business operations in the most comprehensive manner possible. For the individual assessment exercise, Management considered, among other, the following factors in its selection process:

  • Monetary exposure (gross outstanding balances)
  • Patterns in debt repayment, especially following the occurrence of the pandemic

• Industry specific issues faced by certain businesses most heavily impacted by the pandemic (such as licensees at the food court of the Mall, cinemas, etc.)

• Ability of licensees to trade during disruptive periods.

6. Financial risk management (continued)

6.2 Credit risk (continued)

Trade and other receivables (continued)

Management has assessed expected cash inflows from trade receivables under individual assessment, having considered the above facts as well as macroeconomic, forward-looking data such as GDP, estimating LGD, PD and EAD in all relevant cases, with reference to industry specific data.

For licensee receivables under collective assessment for year 2024 and 2023, a matrix approach was followed based on groupings of customers with common industry characteristics (segments). Individual loss rates by segment were applied based on days overdue. Expected Credit losses in respect of customer balances undergoing individual assessment, were excluded from the final result. The cumulative loss allowance at 31 December 2024 was €339.288 for individual and collective (2023: €266.176). Information about the provision matrices applied for the 2024 collective assessment exercise is as follows:

Licensee sector Loss rates
Food and beverage 12%
Fashion 14%
Other 16%

Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Company, and a failure to make contractual payments for a period of greater than 120 days past due.

Impairment losses on trade receivables are presented as net impairment losses within operating profit/(loss). Subsequent recoveries of amounts previously written off are credited against the same line item.

Receivables which have been individually assessed are considered to be Stage 2 or Stage 3. Those that have been collectively assessed have been evaluated at Stage 2.

In respect of receivables individually assessed €170.659 were at default and at Stage 3 and have been fully provided. The remaining were Stage 2 and were assessed considering payment history and financial position.

Other financial assets at amortised cost (loans and other receivables from related parties, debt instruments at amortised cost - general expected credit loss model applied)

The Company considers the probability of default upon initial recognition of 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 asset as at the reporting date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive forward-looking information. Especially the following indicators are incorporated:

  • internal credit rating
  • external credit rating (as far as available)

  • actual or expected significant adverse changes in business, financial or economic conditions that are expected to cause a significant change to the borrower's ability to meet its obligations

  • actual or expected significant changes in the operating results of the borrower/counterparty

  • significant increases in credit risk on other financial instruments of the same borrower/counterparty

  • significant changes in the value of the collateral supporting the obligation or in the quality of third-party guarantees or credit enhancements

  • significant changes in the expected performance and behaviour of the borrower/counterparty, including changes in the payment status of counterparty in the Company and changes in the operating results of the borrower.

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2024

6. Financial risk management (continued)

6.2 Credit risk (continued)

Other financial assets at amortised cost (loans and other receivables from related parties, debt instruments at amortised cost - general expected credit loss model applied) (continued)

In determining the expected credit losses for these assets, Management of the Company have taken into account the historical default experience, the financial position of the counterparties.

There has been no change in the estimation techniques or significant assumption made during the current reporting period in assessing the loss allowance for these financial assets.

A summary of the assumptions underpinning the Company's expected credit loss model is as follows:

Category
Company definition of
category
Basis for recognition of
expected credit loss
provision
Basis for calculation of
interest revenue
Performing Counterparties have a low risk
of default and a strong
capacity to meet contractual
cash flows
Stage 1: 12 month
expected losses. Where
the expected lifetime of an
asset is less than 12
months, expected losses
are measured at its
expected lifetime.
Gross carrying amount
Underperforming Counterparties for which there
is a significant increase in
credit risk; as significant
increase in credit risk is
presumed if interest and/or
principal repayments are 30
days past due (see above in
more detail)
Stage 2: Lifetime expected
losses
Gross carrying amount
Non-performing Interest and/or principal
repayments are 90 days past
due
Stage 3: Lifetime expected
losses
Amortised cost carrying
amount (net of credit
allowance)
Write-off Interest and/or principal
repayments are 120 days past
due and there is no
reasonable expectation of
recovery.
Asset is written off None

Interest bearing loans are provided to related parties. The Company does not require the related parties to pledge collateral as security against the loans.

Over the term of the loans, receivables and other receivables, and debt securities the Company accounts for its credit risk by appropriately providing for expected credit losses on a timely basis. In calculating the expected credit loss rates, the Company considers historical loss rates for each category of counterparties and adjusts for forward looking macroeconomic data.

No significant changes to estimation techniques or assumptions were made during the reporting period.

Cash and cash equivalents

Cash and cash equivalents are subject to the impairment requirements of IFRS 9, the identified impairment loss was immaterial. In particular, the ECL on current accounts is considered to be approximate to nil, unless the bank with which deposits are held, is subject to capital controls. The ECL on deposit accounts is calculated by considering published PDs for the rating as per Moody's and an LGD of 40-60% as published by European Central Bank.

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2024

6. Financial risk management (continued)

6.2 Credit risk (continued)

Cash and cash equivalents (continued)

As of 31 December 2024, the Company has all of its cash deposited with a single financial institution with an external credit rating of ba2 (Moody's). Company deposits are short term and allocated to Stage 1 exposures.

Financial guarantee contracts

The primary purpose of these instruments is to ensure that funds are available to a borrower as required. Guarantees which represent irrevocable assurances that the Company will make payments in the event that a counterparty cannot meet its obligations to third parties, carry the same credit risk as loans receivable. Commitments to extend credit represent unused portions of authorisations to extend credit in the form of loans or guarantees. With respect to credit risk on commitments to extend credit, the Company is potentially exposed to loss in an amount equal to the total unused commitments, if the unused amounts were to be drawn down. The Company monitors the term to maturity of credit related commitments, because longer-term commitments generally have a greater degree of credit risk than shorter-term commitments.

At the reporting date, the Company acts as a joint guarantor (together with the parent entity, Atterbury Cyprus Limited) to the bank loan of fellow subsidiary The Mall of Cyprus (MC) Plc for the amount of €101.317.391 (Note 27). It is not expected that any loss will result from such guarantees provided by the Company, since the property of the borrower is also pledged as security. There have been no indications as of the reporting date that the borrower is likely to fail meeting up its loan instalments. Under IFRS9 a provision, has been recognised in respect of the financial guarantee provided, being the estimated 12-month ECL, which takes into account the probability of default of the beneficiary entity, the loss given default and the exposure at default. Refer to Note 24.

6.3 Liquidity risk

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

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

31 December
2024
Carrying
amounts
Contractual
cash flows
3 months or
less
3-12 months
1-2 years
2-5 years
More than
5 years
Bank loans
Trade and other
20.071.280 25.015.309 370.382 1.093.945 1.439.895 22.111.087 -
payables
Payables to
213.910 213.910 213.910 - - - -
related parties
Loans from
64.590 64.590 64.590 - - - -
related parties
Financial
guarantees -
contractual
976.692 976.692 976.692 - - - -
amounts 101.317.391 101.317.391 101.317.391 - - - -
122.643.863 127.587.892 102.942.965 1.093.945 1.439.895 22.111.087 -

6. Financial risk management (continued)

6.3 Liquidity risk (continued)

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
Bank loans
Trade and other
20.210.941 31.260.011 567.644 1.687.584 2.190.398 5.225.249 21.589.136
payables
Financial
guarantees -
168.234 168.234 168.234 - - - -
contractual amounts 145.290.000 145.290.000 145.290.000 - - - -
165.669.175 176.718.245 146.025.878 1.687.584 2.190.398 5.225.249 21.589.136

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. The management maintains flexibility in funding by maintaining availability under committed credit lines. The company during the current year has renegotiated the borrowings interest rates.

Management monitors rolling forecasts of the Company's cash and cash equivalents (Note 21) on the basis of expected cash flow. Based on their experience, management considers that the bank overdraft will continue to be renewed normally on an annual basis. The Company has such committed overdraft facility for up to €1.000.000 and did not have any overdrawn amounts at the reporting date.

With respect to financial guarantees, as referred to Note 6.2, the Company acts as guarantor for a fellow subsidiary to the amount of €101.317.391, which is the outstanding debt as at year end.

6.4 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, or sell assets to decrease its borrowings.

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 less cash and cash equivalents. Total capital is calculated as ''equity'' as shown in the statement of financial position plus net debt.

The Company's capital is analysed as follows:

2024 2023
Total borrowings (Note 22)
Less: Cash and cash equivalents (Note 20)

21.047.972
(1.477.647)

20.210.941
(568.548)
Net debt
Total equity
19.570.325
21.997.727
19.642.393
21.051.710
Total capital 41.568.052 40.694.103
Gearing ratio 47,08% 48,27%

Fair value estimation

The carrying value less impairment provision of financial assets and liabilities are assumed to approximate their fair values.

Refer to Note 16 for disclosure of fair value for Investment Properties carried at fair value.

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2024

7. Critical accounting estimates, judgments and assumptions

The preparation of the Company's financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

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.

− Fair value of investment property (accounting estimate)

The fair value of investment property is determined by using valuation techniques, with input from independent real estate valuation experts, and the principles applied comply with IFRS 13, ''Fair Value Measurement''. The Company uses its judgment to select specific methods and make assumptions that are mainly based on market conditions existing at each reporting date. In addition to market conditions, Management assesses current economic developments and uncertainties that might influence the valuation of investment properties. Rent free periods, expected vacancy rates, the discount rate, capitalisation rate and assumed trends in rents are some important factors in such assessment.

The valuations are based on a discounted cash flow (DCF) analysis of each property. The DCF analyses are adjusted to existing license fee agreements, in order to cover the full period of existing license fee agreements. The DCF analyses are based on calculations of the future rental revenue in accordance with the terms in existing license fee agreements and estimations of the rental values when the agreements expire. The investment property portfolio is typically appraised on an annual basis.

Critical judgements in applying the Company's accounting policies

− Classification of lease arrangements (judgment)

A lessor shall classify each of its leases as either an operating lease or a finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership of an underlying asset. Whether a lease is a finance lease or an operating lease depends on the substance of the transaction rather than the form of the contract. In that respect, management evaluates the indicators of arrangements entered into, such as potential of ownership transfer at end of lease term, options to extend and at what rentals compared to market, lease durations compared to asset useful lives, and comparison of the present value of lease payments compared to asset values and makes the appropriate classification of the lease arrangement. Management has assessed its leases to be operating leases considering the business model and the nature and terms of the leases which are not for a major part of the economic life of the asset and at inception date, the present value of the lease payments does not amount to substantially all of the fair value of the underlying assets. The terms of the license agreements are described further in Note 28.

8. Rights for use of space and other revenue

2024 2023
Rights for use of space - minimum license fees (i) 3.267.230 3.137.345
Rights for use of space - additional license fees (i) 99.965 83.886
Licensee fees related expenses from discounts and incentives granted (ii) (198.508) (149.094)
License fees related income from licensee contributions (iii) 6.555 6.555
Total license fee income 3.175.242 3.078.692
Revenue from service charge, utilities and other recoveries 865.278 745.915
Total revenue from contracts with licensees 4.040.520 3.824.607
  • i. Income from the "Rights of use of space" relates to license fee agreements that were in effect during 2024. Any income that is derived based on the financial performance of licensees is separately presented under "Additional licence fees" and is determined as a percentage of the licensees' turnover; as stipulated in their license fee agreements.
  • ii. "License fees related expenses from discounts and incentives granted" relates to amortisation of discounts provided by the Company during the 2024 financial year and in previous years to its licensees. Discounts were given to aid the licensees with the disruption of their normal operations. The discounts qualify as rent concessions/lease modifications under IFRS16. In 2023 and 2024 the Company provided incentives for capital improvements to certain key licensees. Discounts granted are amortised to profit or loss over the remaining duration or term of each corresponding individual license fee agreement.
  • iii. ''License fees related income from licensee contributions'' refers to the amortised portion of capital expenditure incurred by the Company on behalf of, and billed to certain licensees, in transforming/enhancing the space occupied in the Mall of Engomi with individualised features and improvements. The capital improvement amount is released/amortised to profit or loss over the lease terms of those licensees, in arriving at reported revenue.

9. Other operating income

2024 2023
Bad debts recovered 23.348 20.358
Termination of asset management agreement with Fliptype (Note 11) - 122.500
Other sundry income 128.819 81.027
152.167 223.885

Other income in 2023 includes the reimbursement of the settlement for Fliptype Holdings Limited's asset management contract for an amount of €122.500 by Atterbury Europe Services B.V.

10. Fair value gains/(losses) on investment property

2024 2023
Fair value gains/(losses) on investment property (Note 16)
232.295 (730.240)
232.295 (730.240)

11. Administration and other operating expenses

2024 2023
Repairs and maintenance 1.040 1.190
Sundry expenses 4.032 1.911
Auditor's remuneration 30.000 25.500
Legal fees 48.834 12.873
Cyprus stock exchange expenses 20.137 15.984
Directors' fees (Note 26.1) 4.250 3.125
Other professional fees 99.230 56.535
Bad debts written off - 100.708
Termination of asset management agreement with Fliptype (Note 9) - 122.500
Financial Guarantee provisions (Note 24) 13.169 70.072
Management fees 90.678 79.945
Bank charges 4.739 2.184
Other finance expenses - 3.485
Property management, maintenance and utility costs * 1.305.991 1.285.808
Depreciation (Note 15) 15.366 8.525
1.637.466 1.790.345

* Property management, maintenance and utility costs are analysed as follows:

2024 2023
Building and infrastructure-related expenses (3.294) 3.000
Electricity and other utility expenses 301.781 311.070
Refuse and cleaning expenses 190.831 177.888
Payroll and property management fees 285.119 295.663
Repairs and maintenance expenses 145.323 122.226
Security expenses 127.750 123.501
Marketing expense 180.608 178.269
Insurance expenses 74.015 69.214
Other sundry expenses 3.858 4.977
1.305.991 1.285.808

The total fees charged by the Company's statutory auditor for the statutory audit of the financial statements of the Company for the period ended 31 December 2024 amounted to €30.000 (the fees for the year ended 31 December 2023 amounted to €25.500). The total fees charged by the Company's statutory auditor for the year ended 31 December 2024 for tax services and for other assurance services was €6.300 (31 December 2023: €2.200).

12. Finance income

2024
2023
Finance income
Loan interest income (Note 17) - 59.043
Other interest income 23.418 1.843
Other finance income 6.647 -
30.065 60.886
Interest expense
Bank borrowings (Note 22) (1.327.738) (1.709.389)
Interest on loan from related company (18.034) -
Other interest (16.314) (20.957)
Net foreign exchange losses
Unrealised foreign exchange losses (12) (45)
(1.362.098) (1.730.391)
Net finance costs (1.332.033) (1.669.505)
13. Tax
2024 2023
Defence contribution- current year 1.328 114
Deferred tax - charge (Note 23) 134.425 47.152
Charge for the year 135.753 47.266

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/(loss) before tax 1.268.000 (300.369)
Tax calculated at the applicable tax rates 158.500 (37.546)
Tax effect of expenses not deductible for tax purposes 5.142 114.853
Tax effect of allowances and income not subject to tax (190.852) (139.388)
Tax effect of tax loss for the year 27.210 62.081
Defence contribution current year 1.328 114
Deferred tax 134.425 47.152
Tax charge 135.753 47.266

The corporation tax rate is 12,5%. In addition, 75% of the gross license fees receivable are subject to defence contribution at the rate of 3%.

Under certain conditions interest income may be subject to defence contribution at the rate of 17%. 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%.

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2024

14. Earnings per share attributable to equity holders

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

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

2024 2023
Earnings attributable to equity holders (€) 1.132.247 (347.635)
Weighted average number of ordinary shares in issue during the year 41.654.943 10.840.036
Profit/(loss) per share attributable to equity holders (cent) - basic and diluted 2,72 (3,21)

15. Property and equipment

Signs Plant and
machinery
Computer
Hardware
Total
Cost
Balance at 1 January 2023
Additions
103.779
-
109.847
13.135
1.045
-
214.671
13.135
Balance at 31 December 2023/ 1 January 2024 103.779 122.982 1.045 227.806
Additions - 20.384 28.492 48.876
Balance at 31 December 2024 103.779 143.366 29.537 276.682
Depreciation
Balance at 1 January 2023
Charge for the year
91.067
2.311
82.131
6.214
1.045
-
174.243
8.525
Balance at 31 December 2023/ 1 January 2024 93.378 88.345 1.045 182.768
Charge for the year 2.312 11.019 2.035 15.366
Balance at 31 December 2024 95.690 99.364 3.080 198.134
Net book amount
Balance at 31 December 2024 8.089 44.002 26.457 78.548
Balance at 31 December 2023 10.401 34.637 - 45.038
16. Investment property
2024 2023
Balance at 1 January
41.950.000

42.260.500
Redevelopment costs and other additions 1.205.032 497.287

License fee incentives and deferred income adjustment net of amortisation (21.327) (77.547) Fair value adjustment based on external valuer's assessment (Note 10) 232.295 (730.240) Balance at 31 December 43.366.000 41.950.000

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2024

16. Investment property (continued)

The investment properties are valued annually at fair value comprising open market value based on valuations by an independent, professionally qualified valuer. Fair value is based in active market process, adjusted, if necessary, for any differences in the nature, location or condition of the specific asset. If the information is not available, the Company uses alternative valuation methods such as recent prices or less active markets or discounted cash flow projections. These valuations are typically prepared annually by independent valuers and reviewed and adopted by management. Changes in fair value are recorded in profit or loss and are included in "fair value gains/(losses) on investment property". In arriving at open market value, Management takes into account any significant impact of license fee incentives (such as relocation incentives, conditional discounts to licensees qualifying as rent concessions and any deferred income associated with future benefits accruing to the Company in relation to licensee contributions to the value of investment property) in order to avoid double counting in the Company's assets and liabilities. The adjustment as of 31 December 2024 for the aforementioned incentives, was derived from unamortised discounts granted to licensees classified under ''other assets'' (Note 19) as well as from deferred income. The Company's investment property is measured at fair value. The Company holds one class of investment property being the Mall of Engomi.

"Deferred income" relates to capital expenditure incurred by the Company on behalf of certain licensees, in transforming/enhancing the space occupied in the Mall of Engomi with individualised features and improvements, and which have resulted in enhancements in the fair value of the investment property. For the Company to recognise any deferred income, enhancements should be contractually provisioned to remain within the Company's ownership. Hence the licensee not occupying any claims for any contributions made. Amounts recognised in profit or loss under ''Revenue'', are based on the duration of each individual corresponding license fee agreement (Note 8). Deferred income at each reporting date, is reclassified for fair value estimation purposes, to investment property, prior to the remeasurement of the latter to its fair value.

Deferred income of €10.771 (2023: €17.327) was reclassified to investment property.

Valuation processes of the Company

The Company's investment properties were most recently valued by management as at 31 December 2024. The investment property portfolio is typically appraised on an annual basis.

As part of the process for year-end financial reporting purposes, Management took into account the external valuation prepared as at 31 December 2024 by independent professionally qualified valuers Colliers, who possess a recognised relevant professional qualification and have recent experience in the locations and segments of the Investment properties valued. For all investment properties, their current use equates to the highest and best use. The Company's finance department reviews the valuation performed by the independent valuers for financial reporting purposes. Discussions of valuation processes and results are held between the CFO, Management, and the independent valuers at least once every year. At each financial year end the finance department:

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

Management has considered key assumptions and they have concluded on a fair value gain of the investment property value of €232.295 (2023: loss of €730.240).

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

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2024

16. Investment property (continued)

Fair value hierarchy

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

Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).

Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2).

Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).

The fair value measurement for all of the investment properties has been categorized as a Level 3 fair value based on the inputs to the valuation technique used at each of 31 December 2024 and 31 December 2023.

Valuation technique and significant unobservable inputs

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

31 December 2024:

Property Valuation
Valuation

technique
Discount rate
%
Terminal
capitalisation
rate
%
Revenue in year 1
Revenue
growth
%
The Mall of Engomi 43.366.000 Income
approach
-
Discounted cash
flows
9,6 8,16 3.762.361 2
31 December 2023:
Property Valuation
Valuation

technique
Discount rate
%
Terminal
capitalisation
rate
%
Revenue in year 1
Revenue
growth
%
The Mall of Engomi 41.950.000 Income
approach
-
Discounted cash
flows
10,25 8,25 3.367.779 3

Sensitivity of Management's estimates 31 December 2024

Change in discount rate
Description Change in cap -0,50% 0,00% 0,50%
rate
The Mall of Engomi -0,50% 46.266.000 44.766.000 43.266.000
0,00% 44.866.000 43.366.000 41.966.000
0,50% 43.566.000 42.166.000 40.766.000
Change in
revenue
-10,00% 44.366.000 42.866.000 41.466.000
0,00% 44.866.000 43.366.000 41.966.000
10,00% 45.366.000 43.866.000 42.366.000

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2024

16. Investment property (continued)

Sensitivity of Management's estimates 31 December 2023

Change in discount rate
Change in cap -0,50% 0,00% 0,50%
rate
41.800.000
40.630.000
0,50% 42.180.000 40.860.000 39.590.000
Change in
revenue
36.240.000
40.630.000
10,00% 48.020.000 46.490.000 45.020.000
-0,50%
0,00%
-10,00%
0,00%
44.610.000
43.320.000
38.630.000
43.320.000
43.180.000
41.950.000
37.410.000
41.950.000

A change in the vacancy rate by 5%, i.e. should the occupied spaces decrease to 95% of the available area for tenancy, would lead to a decrease of the fair value from the base scenario by €2.300.000 (2023: €1.800.000), i.e. bringing fair value to €41.066.000 at 31 December 2024 (2023: €40.150.000).

Revenues are derived from a relatively moderate number of licensees. Three individual licensees contributed approximately 60% of the Company's revenues for year 2024.

There are no significant inter relationships between unobservable inputs (i.e. changes in specific inputs does not imply that direct changes to other inputs would occur).

Valuation techniques underlying management's estimation of fair value

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

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

Sensitivity analysis has been presented for the discount rates, capitalisation rates, revenue rates, and vacancy rates, which rank as the most significant on an impact basis.

For investment property with a total carrying amount of €43.336.000, the valuation was determined using discounted cash flow projections, as subsequently adjusted for financial reporting purposes. Properties valued using the discounted cash flows model take into account future rental values and vacant spaces discounted to the present value using an estimated discount rate.

17. Loans receivable

Loan receivable from Atterbury Cyprus Limited:

2024 2023
Balance at 1 January - 927.107
Repayments - (986.150)
Interest charged (Notes 12 and 26.2) - 59.043
Balance at 31 December - -

In July 2019, the Company extended a loan to its parent Atterbury Cyprus Limited as part of the settlement of the loan receivable from fellow subsidiary The Mall of Cyprus (MC) Plc. The loan was unsecured, denominated in Euro, and bears interest of 3-month Euribor plus 4,20% and had no fixed repayment terms. During 2023, the loan was fully settled by cash.

18. Trade, prepayments and other receivables

2024 2023
Trade receivables 488.599 395.224
Less: expected credit loss on trade receivables (339.288) (266.176)
Trade receivables - net 149.311 129.048
Receivables from related parties (Note 26.4) - 41.083
Deposits and prepayments 120.861 31.292
Other receivables 146.284 76.864
416.456 278.287
Less non-current receivables (10.306) (23.612)
Current portion 406.150 254.675

Deposits and prepayments mainly relate to reconnection refundable deposits made to the local electricity authority in relation to the completion of the redevelopment works for the Mall expansion.

The Company has recognised a loss net of recoveries for the impairment of its trade receivables amounting to €73.112 during the year ended 31 December 2024 (2023: €138.143).

Movement in provision for impairment of receivables:

2024 2023
Balance at 1 January 266.176 127.763
Impairment losses recognised on receivables 187.483 158.771
Recoveries of amounts provided against (23.348) (20.358)
Amount written off (91.023) -
Balance at 31 December 339.288 266.176

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

19. Other assets

2024 2023
Unamortised discounts granted to licensees (amount prior to transfer to
''investment property'') 509.639 537.522
Less: reclassification of discounts to licensees to investment property (Note 16) (509.639) (537.522)
Balance at 31 December - -

Unamortised discounts granted to licensees relate to a one-off special discount and incentives against future rentals given to certain licensees. These are to be amortised to profit and loss over the duration or term of each corresponding individual licence fee agreement. Amortisation commenced in 2021. During 2024 additional discounts of a total amount of €170.625 were given to licensees, while €198.508 were amortised through profit or loss.

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

20. Cash at bank and in hand

Cash balances are analysed as follows:

2024 2023
Cash at bank and in hand 1.477.647 568.548
1.477.647 568.548

Cash and cash equivalents by type:

2024 2023
Current account 722.085 474.458
Notice accounts 755.074 93.802
Cash in hand 488 288
Total 1.477.647 568.548

Notice accounts relate to guarantee accounts for borrowings and are not restricted in use.

Management considers balances at bank to fully meet the definitions of "cash equivalents", based on the agreed terms with Alpha Bank Cyprus. Alpha Bank Cyprus is the sole credit institution with which cash is held by the Company.

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.

21. Share capital and share premium

2024 2024 2023 2023
Number of
shares
Number of
shares
Authorised
Ordinary shares of €0,10 each
61.000.000 6.100.000 61.000.000 6.100.000

21. Share capital and share premium (continued)

Issued and fully paid Number of
shares Share capital Share premium Total
Balance at 1 January 2023 10.000.000 1.000.000 - 1.000.000
Issued share capital 5.574.787 557.479 - 557.479
Issue of share premium - - 6.942.521 6.942.521
Balance at 31 December 2023/ 1 January
2024 15.574.787 1.557.479 6.942.521 8.500.000
Issued share capital 36.392.487 3.639.249 11.506.978 15.146.227
Reduction of share premium - - (15.195.057) (15.195.057)
Transaction costs for raising new equity - - (137.400) (137.400)
Balance at 31 December 2024 51.967.274 5.196.728 3.117.042 8.313.770

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

22. Borrowings

2024 2023
Balance at 1 January 20.210.941 28.901.816
Additions 20.958.658 -
Repayments of principal (20.149.589) (8.682.496)
Repayment of interest (1.101.581) (1.721.253)
Interest expense 1.345.772 1.709.389
Arrangement fees (209.582) -
Amortisation of arrangements fees (6.647) 3.485
Balance at 31 December 21.047.972 20.210.941
2024
2023
Current borrowings
Bank loans
Loans from related parties (Note 26.6)
1.449.945
976.692
865.205
-
2.426.637 865.205
Non-current borrowings
Bank loans 18.621.335 19.345.736
Total 21.047.972 20.210.941

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2024

22. Borrowings (continued)

On 27 September 2024, the Company terminated the loan agreements with Bank of Cyprus and signed a facility agreement with Alpha Bank Limited and fellow subsidiary, The Mall of Cyprus (MC) Plc, as shown in the table below:

Alpha Bank Agreement Commitment Interest rate per
agreement
Maturity
MOC Facility €100.000.000 3m Euribor + 2% 27/09/2029
MOE Facility €20.000.000 3m Euribor + 2% 27/09/2029

The bank has the following covenants, in respect of the Group (defined as the Company, its parent and fellow subsidiary) on the agreement:

• Debt Service Cover Ratio: no less than or equal to 1.1 times

• Debt to Equity Ratio: shall not exceed 1.2 times

• Loan to Value Ratio: shall not exceed 65%

At 31 December 2024 the Company was in compliance with the above covenants.

The bank loans are secured as follows:

a) The Mall of Cyprus (MC) Plc guaranteed the loans of the Company up to an amount equal to the outstanding balance

b) By floating charge of €6.667.000 on the assets of The Mall of Engomi (ME) Plc

c) By the assignment of €6.667.000 from the rights of use of space in The Mall of Engomi (ME) Plc

d) By mortgage of the freehold property of €37.711.817.

In addition, Pareto Limited and Atterbury Cyprus Limited pledged their shares in the Company and in The Mall of Cyprus (MC) Plc.

Securities are limited to outstanding book balance of outstanding bank borrowings as at 31 December 2024 of €20.270.383.

Maturity of non-current borrowings:

2024 2023
Between one to two years 1.425.751 860.887
Between two and five years 17.195.584 2.756.854
After five years - 15.727.995
18.621.335 19.345.736

The weighted average effective interest rates for the period were as follows:

2023
% %
6,56% 6,97%
2024

The carrying amount of borrowings approximates their fair value.

23. Deferred tax

Deferred tax is calculated in full on all temporary differences under the liability method using the applicable tax rates (Note 13). The applicable corporation tax rate in the case of tax losses is 12,5%.

23. Deferred tax (continued)

Deferred tax liability

2024 2023
Balance at 1 January 270.341 223.189
Difference between depreciation and wear & tear allowances 134.425 47.152
Balance at 31 December 404.766 270.341
Deferred taxation liability arises as follows:
2024 2023
Difference between depreciation and wear & tear allowances 404.766 270.341
404.766 270.341

The Company recognises deferred tax attributed to the following:

• Differences between wear & tear allowances and depreciation: The Company recognises deferred tax liabilities at each reporting period end between the assessed disposal value of eligible assets used in the business (property and equipment and buildings under investment property) and their tax written down values, taking into account the result of balancing additions that would arise for income tax purposes. The applicable rate is 12,5%.

• Differences on revaluation of investment property: Land and Buildings classified as investment property, upondisposal would be taxed under the capital gains regime, at the rate of 20%. No such tax is expected to arise based on the current valuation.

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

2024
2023
Trade payables 213.910 168.234
Value added tax
Provision on financial guarantee contracts
171.721
205.388
194.823
192.219
Overbilled service charges to licensees - 5.474
Accruals
Deposits by licensees
286.322
947.689
65.572
683.993
Payables to fellow subsidiaries (Note 26.5) 64.590 -
Trade payables 1.889.620 1.310.315
Less non-current payables (725.834) (661.533)
Current portion 1.163.786 648.782

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

The provision on financial guarantee contracts, relates to the Company's estimated provisions in respect of the financial guarantees provided for bank loans of its fellow subsidiary, The Mall of Cyprus (MC) Plc. The above estimate is the 12-month ECL, considering the probability of default of the guaranteed party, the exposure at default and the loss given default. The Company acts as guarantor for bank loans of its fellow subsidiary. Guarantees are limited to the outstanding book amount of the loan balances of The Mall of Cyprus (MC) Plc of €101.317.391 (2023: €89.858.754).

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

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

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

25. Refundable taxes

2024 2023
Corporation tax (1.434) (1.434)
(1.434) (1.434)

26. Main shareholders and related party transactions

In considering each possible related party relationship, attention is directed to the substance of the relationship, not merely the legal form. Related parties may enter into transactions which unrelated parties might not, and transactions between related parties may not be effected on the same terms, conditions and amounts as transactions between unrelated parties.

The Company is controlled by Pareto Limited, incorporated in South Africa, which effectively owns 77,5% (2023: controlled by Atterbury Cyprus, incorporated in Cyprus with 99,68%) of the Company's shares at the reporting date and at the date of approval of these financial statements.

The following transactions were carried out with related parties:

26.1 Directors' remuneration

The remuneration of Directors was as follows:

2024 2023
Directors' fees
4.250

3.125
4.250 3.125
26.2 Provision of services
2024 2023
Name Nature of transactions
Atterbury Cyprus Limited - direct shareholder Financing and interest on loans
(Note 12) receivable - 59.043
- 59.043
26.3 Purchases of services/ finance
2024 2023
Name Nature of transactions
Fliptype Holdings Limited - direct
shareholder Management fee charges - 15.887
Atterbury Cyprus Limited - direct shareholder Corporate service charges 40.000 40.000
Atterbury Europe Services B.V. Management fee charges 204.908 174.758
The Mall of Cyprus (MC) Plc Financing and interest 18.034 -
262.942 230.645

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

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

26. Main shareholders and related party transactions (continued)

26.4 Receivables from related parties (Note 18)

2024 2023
Name
The Mall of Cyprus (MC) Plc - fellow subsidiary
Atterbury Europe Services B.V. - group related party
- 36.243
- 4.840
- 41.083
26.5 Payables to related parties (Note 24) 2024 2023
Name Nature of transactions
The Mall of Cyprus (MC) Plc Financing services 64.011 -
Atterbury Europe Services B.V. Financing services 579 -
64.590 -

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

26.6 Loans from related parties (Note 22)

2024 2023
Name
The Mall of Cyprus (MC) Plc 976.692 -
976.692 -

During the year, the Company entered into a loan payable with its fellow subsidiary for the amount of €958.658, bearing interest of 6,35%. Interest expense amounting to €18.034 was recognised in the profit or loss for the year (Note 12).

26.7 Guarantees

The following guarantee was provided to the Company by its fellow subsidiary entity as security for its borrowings:

  • Guarantee from The Mall of Cyprus (MC) Plc to secure bank borrowings with an outstanding amount of €20.270.383 at 31 December 2024.
  • The Company provided a guarantee to The Mall of Cyprus (MC) Plc (Note 22 and 27).

27. Contingent liabilities

The Company guarantees the bank loan of The Mall of Cyprus (MC) Plc with an outstanding balance of €101.317.391. It is not expected that any loss will result from the guarantees provided by the Company, since the property of the borrower is also pledged as security and the loan is performing.

28. Commitments

License fee/Operating lease commitments - where the Company is the lessor

The Company's license fee/operating lease income is derived from Income from rights for use of space.

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2024

28. Commitments (continued)

The Company leases out its investment property. The future minimum lease payments under non-cancellable leases are as follows:

2024 2023
Within one year 3.437.729 2.937.673
Between one and five years 7.066.218 7.106.376
After five years 7.171.105 7.781.301
17.675.052 17.825.350

A detailed maturity analysis of operating lease payments for year 2024 and 2023, is provided below:

As at 31/12/2024
As at 31/12/2023
Year 1 3.437.729 2.937.673
Year 2 2.460.987 2.850.134
Year 3 1.699.524 1.956.093
Year 4 1.501.828 1.231.729
Year 5 1.403.879 1.068.420
Year 6 onwards 7.171.105 7.781.301
Total 17.675.052 17.825.350

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

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

  • achieve the longest weighted average lease term possible;

  • minimise vacancy rates across all properties; and

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

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

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

29. Events after the reporting period

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

Independent auditor's report on pages 6 to 9

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