Annual / Quarterly Financial Statement • Apr 10, 2025
Annual / Quarterly Financial Statement
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FINANCIAL STATEMENTS 31 December 2024
| CONTENTS | PAGE |
|---|---|
| Board of Directors and other Corporate Information | 1 |
| Management Report | 2 - 3 |
| Declaration of the members of the Board of Directors and the company officials responsible for the preparation of the financial statements |
4 |
| Independent Auditor's Report | 5 - 8 |
| Statement of Comprehensive Income | 9 |
| Statement of Financial Position | 10 |
| Statement of Changes in Equity | 11 |
| Statement of Cash Flows | 12 |
| Notes to the Financial Statements | 13 - 27 |
| Board of Directors | George Misirlis Elias Neocleous Demetris Rotis Aristotelis Karytinos |
|---|---|
| Company secretary | P & D Secretarial Services Limited |
| Independent auditors | Ernst & Young Cyprus Limited Certified Public Accountants and Registered Auditors 27 Spyrou Kyprianou Ave., 4003 Mesa Yitonia Limassol Cyprus |
| Registered office | 10 Georgiou Gennadiou Street Office 303, 3rd Floor, Agathaggelos Court 3041 Limassol Cyprus |
| Bankers | Bank of Cyprus Public Company Ltd |
| Registration number | HE174743 |
The Board of Directors of Aphrodite Springs Public Limited (the ''Company'') 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 activities of the Company continue to be the development and operation of a golf course and real estate (including the separation of land into building plots) and related amenities.
Review of current position, and performance of the Company's business
The net loss for the year attributable to the shareholders of the Company amounted to €87.625 (2023: €93.194). On 31 December 2024 the total assets of the Company were €7.439.184 (2023: €6.761.055) and the net assets of the Company were €4.820.270 (2023: €4.706.913). The Company ultimately relies on the continued support of the controlling shareholder to continue as a going concern and meet its obligations as they fall due (Note 4).
The principal risks and uncertainties faced by the Company are disclosed in notes 6, 7 and 18 of the financial statements.
The Board of Directors does not expect any significant changes or developments in the operations, financial position and performance of the Company in the foreseeable future (Notes 4 and 18). Given that the financing from the external investors has not yet been secured and the final building permit has not yet been issued, the planned earthworks for the golf course and the road network as well as the commencement of the golf course construction have been put on hold. Therefore, it is expected that the timeframe of the Company's business plan will be moved forward.
Existence of branches
The Company does not maintain any branches.
The Company is exposed to credit risk, liquidity risk and capital risk from the financial instruments it holds. The risk management policies employed by the Company to manage these risks are discussed in note 6.
Results
The Company's results for the year are set out on page 9.
The Company did not have any distributable profits as at 31 December 2024, thus the Board of Directors cannot recommend the payment of a dividend.
Research and development activities
The Company did not carry out any research and development activities during the year.
Authorised capital
There were no changes in the authorised share capital of the Company during the year under review. Issued capital
On 31 October 2024, the Company received settlement for a total of 123 issued and alloted ordinary shares out of which 118 shares were issued to Prodea Real Estate Investment Company S.A. and 5 shares were issued to Invel Real Estate Partners Three Limited. The shares were issued at a nominal value of €1,71 and premium of €1.632,29 each. A total of €200.982 was received in cash.
The Board of Directors, as at the date of this report has decided not to adopt the Corporate Governance Code as it is not mandatory for companies listed on the Cyprus Stock Exchange (Emerging Companies Market). The main reason for the non-adoption is that the cost of possible implementation as per the provisions of the Corporate Governance Code would be disproportionate to the identified benefits from its implementation. The Board of Directors ensures adequate internal control and risk management procedures for the periodic information required for listed companies.
The participation of directors in the Company's share capital is disclosed in note 20 to the financial statements.
The shareholders holding more than 5% of the Company's share capital are disclosed in note 21 to the financial statements.
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.
In accordance with the Company's Articles of Association all Directors presently members of the Board continue in office until their resignation or removal.
There were no significant changes in the assignment of responsibilities and remuneration of the Board of Directors.
Any significant events that relate to the operating environment of the Company are described in note 18 to the financial statements.
Any significant events that occurred after the end of the reporting period are described in note 24 to the financial statements.
The independent auditors, Ernst & Young Cyprus Limited, have expressed their willingness to continue in office and a resolution giving authority to the Board of Directors to fix their remuneration will be proposed at the Annual General Meeting.
By order of the Board of Directors,
Aristotelis Karytinos Director
Limassol, 8 April 2025
In accordance with Article 9 sections (3c) and (7) of the Transparency Requirements (Traded Securities in Regulated Markets) Law 2007 (N 190 (I)/2007) ("the Law") we, the members of the Board of Directors and the Company official responsible for the financial statements of Aphrodite Springs Public Limited (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 9 to 27:
(i) have been prepared in accordance with the applicable IFRS Accounting 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,
b) the management report provides a fair view of the developments and the performance as well as the financial position of the Company, together with a description of the main risks and uncertainties which it faces.
George Misirlis Elias Neocleous Demetris Rotis Aristotelis Karytinos
Aristotelis Karytinos , Director
Limassol, 8 April 2025

Ernst & Young Cyprus Ltd Ernst & Young House 27 Spyrou Kyprianou 4001 Mesa Geitonia P.O. Box 50123 3601 Limassol, Cyprus
Tel: +357 25209999 Fax: +357 25209998 ey.com
We have audited the financial statements of Aphrodite Springs Public Limited (the "Company"), which are presented in pages 9 to 27 and comprise the statement of financial position as at 31 December of comprehensive income, statement of changes in equity and statement of cash flows for the ended, and notes to the financial statements, including material accounting policy information.
In our opinion, the accompanying financial statements qive a true and fair view of the financial position of the Company as at 31 December 2024, and of its financial performance and its cash flows for the year then ended in accordance with IFRS Accounting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113.
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the "Auditor's Responsibilities for the Financial Statements" section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code) together with the ethical requirements that are relevant to our audit of the financial statements in Cyprus, and we fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For the matter below, our description of how our audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the "Auditor's Responsibilities for the Financial Statements" section of our report, including in relation to this matter. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures performed to address the matter below, provide the basis for our audit opinion on the accompanying financial statements.

| The key audit matter | How the matter was addressed in our audit | ||
|---|---|---|---|
| Going Concern basis of preparation | |||
| As part of the financial statements preparation process, the Board of Directors must assess the ability of the Company to continue as a going concern and appropriately disclose the results of its assessment in the financial statements. The going concern disclosures are provided in Note 4. The Company incurred a net loss of €87.625 for the year ended 31 December 2024, and, as of that date the Company's current liabilities exceeded its current assets by €2.417.899 and the Company does not have any revenue and operating cash flows generating activity. |
Our audit procedures included, among others: · Reviewing and assessing the reasonableness of management's estimated cash flow requirements for the period from 1 January 2025 until 30 April 2026. · Critically assessing the reasonableness of relying on the controlling shareholder support, including consideration of: · The written intent of the controlling shareholder to provide such support and commercial reasons for doing so; and |
||
| The Company ultimately relies on the continued financial support of the controlling shareholder to enable the Company to continue as a going concern and to meet its obligations as they fall due. |
· The ability of the controlling shareholder to provide such support, should it be required, including analysing the controlling shareholder's audited separate and consolidated interim financial statements for the six month period ended 30 June 2024. |
||
| We consider this as a Key Audit Matter as it was the matter of most significance in our audit, given also the status of the Company which is still at early stages of its proposed land development as per its business plan with no revenue and operating cash flows generating activity itself, and thus reliant on key shareholder support for its Going Concern basis. |
· Testing the shares issued during the year against the relevant supporting resolutions and tracing related cash receipts to supporting bank statement. · Assessing the adequacy of relevant disclosures in the Company's financial statements. |
The Board of Directors is responsible for the other information comprises the information included in the Management Report, but does not include the financial statements and our auditor's report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
The Board of Directors is responsible for the preparation of financial statements that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113, and for such internal control as the Board of Directors determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of Directors is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit
We also provide those charged with a statement that we have complied with relevant ethical requirements reaarding independence, and to communicate with them all relationships and other matters that mav reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Pursuant to the additional requirements of the Auditors Law of 2017, we report the following:
This report, including the opinion, has been prepared for and only for the Company's members as a body in accordance with Section 69 of the Auditors Law of 2017 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whose knowledge this report may come to.
The engagement partner on the audit resulting in this independent auditor's report is Andreas Avraam.
Andreas Avraam Certified Public Accountant and Registered Auditor for and on behalf of
Limassol, 8 April 2025
Year ended 31 December 2024
| Note | 2024 € |
2023 € |
|
|---|---|---|---|
| Administration expenses | 8 | (87.097) | (92.569) |
| Operating loss | (87.097) | (92.569) | |
| Finance expenses | 9 | (528) | (625) |
| Loss before tax | (87.625) | (93.194) | |
| Tax | 10 | - | - |
| Net loss for the year | (87.625) | (93.194) | |
| Other comprehensive income | - | - | |
| Total comprehensive loss for the year | (87.625) | (93.194) | |
| Basic and diluted loss per share attributable to equity holders of the Company (€) |
11 | (3,76) | (4,00) |
31 December 2024
| Note | 2024 ( |
2023 € |
|
|---|---|---|---|
| ASSETS | |||
| Non-current assets Property, plant and equipment Other receivables |
12 13 |
6.989.099 249.070 |
6.489.099 236.374 |
| Total non-current assets | 7.238.169 | 6.725.473 | |
| Current assets Cash at bank |
14 | 201.015 | 35.582 |
| Total current assets | 201.015 | 35.582 | |
| Total assets | 7.439.184 | 6.761.055 | |
| EQUITY AND LIABILITIES | |||
| Equity Share capital Share premium Accumulated losses |
15 15 |
40.010 7.931.723 (3.151.463) |
39.800 7.730.951 (3.063.838) |
| Total equity | 4 820.270 | 4.706.913 | |
| Current liabilities Other payables and accruals Payables to related parties |
17 19 |
2.618.914 | 2.024.720 29.422 |
| Total current liabilities | 2.618.914 | 2.054.142 | |
| Total equity and liabilities | 7.039184 | 6.761.055 |
On 8 April 2025 the Board of Directors of Aphrodite Springs Public Limited authorised these financial statements for issue.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Aristotelis Karytinos Director
0 Demetris Rolis Director
Year ended 31 December 2024
| Note | Share capital € |
Share premium € |
Shareholders' contribution € |
Accumulated losses € |
Total € |
|
|---|---|---|---|---|---|---|
| Balance at 1 January 2023 | 39.790 | 7.721.157 | 1.251 | (2.970.644) | 4.791.554 | |
| Comprehensive loss Net loss for the year/ Total comprehensive loss for the year |
- | - | - | (93.194) | (93.194) | |
| Transactions with owners Issue of share capital |
15 | 10 | 9.794 | (1.251) | - | 8.553 |
| Balance at 31 December 2023/ 1 January 2024 |
39.800 | 7.730.951 | - | (3.063.838) | 4.706.913 | |
| Comprehensive loss Net loss for the year/ Total comprehensive loss for the year |
- | - | - | (87.625) | (87.625) | |
| Transactions with owners Issue of share capital |
15 | 210 | 200.772 | - | - | 200.982 |
| Balance at 31 December 2024 | 40.010 | 7.931.723 | - | (3.151.463) | 4.820.270 |
Share premium is not available for distribution.
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.
| Note | 2024 € |
2023 € |
|
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Loss before tax | (87.625) | (93.194) | |
| (87.625) | (93.194) | ||
| Changes in working capital: Increase in other receivables Decrease in other payables and accruals Increase in payables to related parties |
(12.696) 64.772 - |
(17.643) 5.727 (60.678) |
|
| Cash used in operations | (35.549) | (165.788) | |
| CASH FLOWS FROM INVESTING ACTIVITIES | - | - | |
| CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of share capital |
15 | 200.982 | 8.553 |
| Net cash generated from financing activities | 200.982 | 8.553 | |
| Net increase/(decrease) in cash and cash equivalents | 165.433 | (157.235) | |
| Cash and cash equivalents at beginning of the year | 35.582 | 192.817 | |
| Cash and cash equivalents at end of the year | 14 | 201.015 | 35.582 |
There are no material non-cash transactions during the year.
For the material non-cash transactions that took place in prior year, refer to Notes 14, 15 and 16 of the financial statements.
1. Corporate information
Aphrodite Springs Public Limited (the ''Company'') was incorporated in Cyprus on 7 April 2006 as a private limited liability company under the provisions of the Cyprus Companies Law, Cap. 113. On 13 December 2017, the company changed its legal form from a private limited liability company to that of a public company. Its registered office is at 10 Georgiou Gennadiou Street, Office 303, 3rd Floor, Agathaggelos Court, 3041 Limassol, Cyprus.
The Company's shares were successfully listed on the Cyprus Stock Exchange (Emerging Companies Market) on 23 July 2020.
The principal activities of the Company continue to be the development and operation of a golf course and real estate (including the separation of land into building plots) and related amenities.
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. The financial statements were authorised for issue by the Board of Directors on 8 April 2025.
During the current year the Company adopted all the new and revised IFRS Accounting Standards that are relevant to its operations and are effective for accounting periods beginning on 1 January 2024:
This adoption did not have a material effect on the accounting policies of the Company.
Year ended 31 December 2024
4. Summary of material accounting policies
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.
The Company incurred a loss of €87.625 for the year ended 31 December 2024, and, as of that date the Company's current liabilities exceeded its current assets by €2.417.899. Furthermore, following the granting of the planning permit for the development of its golf and real estate project, the Company is due to make annual payments of €500.000 (Note 23) to the authorities and will continue to incur other expenses in the foreseeable future as the strategy for execution of this project develops and progresses. The planning permit expired in April 2024, and a renewal application has been submitted, although it has not yet been examined by the Authorities. Notwithstanding the above, these financial statements have been prepared on a going concern basis and the Board of Directors considers that no material uncertainty exists in relation to the Company's ability to continue as a going concern. The following factors were considered when making this determination:
The Company's estimated cash flow requirements for the period from 1 January 2025 until 30 April 2026. On the basis of the cash flow projections, the estimated cash outflows for operating expenses for that period, including settlement of outstanding balance with a former affiliated company for management fees incurred up to 31 December 2024 (Note 19.2), are in the range of €143.000 excluding any levy payments should the Company decide to make. As at 31 December 2024, the Company held €201.015 available cash at bank and also will rely on the financial support of the shareholder to finance the expenses and any levy payments that the Company may decide to make.
The Company is dependent upon the continuing financial support of its direct and major shareholder; Prodea Real Estate Investment Company S.A.; without which there would be significant doubt about its ability to continue as a going concern as well as its ability to realise its assets and discharge its liabilities in the ordinary course of business. Prodea Real Estate Investment Company S.A. has indicated its intention to continue providing such financial assistance to the Company to enable it to continue as a going concern and to meet its obligations as they fall due. The Company will rely on the financial support of its controlling shareholder to finance the expenses and any levy payments that the Company may decide to make. On 31 October 2024, the Company issued 118 shares to Prodea Real Estate Investment Company S.A. at a nominal value of €1,71 and premium of €1.632,29, with cash contributed to the Company of €192.812 (Note 15).
The estimated fair value of the land owned by the Company significantly exceed the carrying value on the basis of external valuation obtained. This provides additional comfort as the fair value of the Company's assets exceed its liabilities (the land and golf development project under construction is currently accounted for at cost).
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.
Current tax liabilities and assets are measured at the amount expected to be paid to or recovered from the taxation authorities, using the tax rates and laws that have been enacted, or substantively enacted, by the reporting date.
Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Currently enacted tax rates are used in the determination of deferred tax.
Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
4. Summary of material accounting policies (continued)
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 the deferred taxes relate to the same fiscal authority.
Property, plant and equipment are stated at historical cost less accumulated depreciation and any accumulated impairment losses.
Property, plant and equipment consists of land and golf buildings and infrastructure which are currently under construction. These are stated at historical cost. Cost comprises directly construction costs as well as other expenses related to the construction.
Properties in the course of construction for production, rental or administrative purposes, are carried at cost, less any recognised impairment loss. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use. Land is not depreciated.
Depreciation is recognised in the statement of profit or loss on the straight line basis over the useful lives each part of an item of property, plant and equipment. Since the golf development project is still under construction and consequently the assets are not yet in use, there is no provision for depreciation.
Where the carrying amount of an asset is greater that its estimated recoverable amount, the asset is written down immediately to its recoverable amount.
The capitalisation of expenses is terminated once all necessary work relating to the construction of the fixed asset for its predetermined use is effectively completed.
Assets that are subject to depreciation or amortisation are reviewed for impairment at the end of each reporting period on whether there is any indication that they may be impaired. If any such indication exists, the entity shall estimate the recoverable amount of the asset. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non financial assets, other than goodwill, that have suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.
Financial assets - initial recognition and subsequent measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other comprehensive income (FVTOCI), and fair value through profit or loss (FVTPL).
The classification and subsequent measurement of financial assets depend 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 irrecoverably designate a debt financial asset that otherwise meets the requirements to be measured at amortised cost or at FVTOCI at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that otherwise arise.
4. Summary of material accounting policies (continued)
Financial assets (continued)
Financial assets - initial recognition and subsequent measurement (continued)
In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are 'solely payments of principal and interest (SPPI)' on the principal and interest amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.
The Company's business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Financial assets classified and measured at amortised cost are held within a business model with the objective to hold financial assets in order to collect contractual cash flows with financial assets classified and measured at fair value through OCI are held within a business model with the objective of both holding to collect contractual cash flows and selling.
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.
The Company holds only debt instruments at amortised cost.
Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included in 'other income'. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the statement of comprehensive income. Financial assets measured at amortised cost (AC) comprise: cash at bank.
Financial assets - impairment - credit loss allowance for ECL
The Company assesses on a forward-looking basis the ECL for debt instruments measured at amortised cost and FVTOCI 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 assets". Subsequent recoveries of amounts for which loss allowance was previously recognised are credited against the same line item. No credit loss allowance was recognised in current or prior year.
Debt instruments carried at amortised cost are presented in the statement of financial position net of the allowance for ECL.
The impairment methodology applied by the Company for calculating expected credit losses depends on the type of financial asset assessed for impairment. Specifically:
Impairment losses are presented as net impairment losses on financial assets within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item.
4. Summary of material accounting policies (continued)
Financial assets - impairment - credit loss allowance for ECL (continued)
For all financial instruments that are subject to impairment under IFRS 9, the Company applies general approach - three stage model for impairment. The Company applies a three stage model for impairment, based on changes in credit quality since initial recognition. A financial instrument that is not credit-impaired on initial recognition is classified in Stage 1.
Financial assets in Stage 1 have their ECL measured at an amount equal to the portion of lifetime ECL that results from default events possible within the next 12 months or until contractual maturity, if shorter (''12 Months ECL''). If the Company identifies a significant increase in credit risk (''SICR'') since initial recognition, the asset is transferred to Stage 2 and its ECL is measured based on ECL on a lifetime basis, that is, up until contractual maturity but considering expected prepayments, if any (''Lifetime ECL''). Refer to note 6, Credit risk section, for a description of how the Company determines when a SICR has occurred. If the Company determines that a financial asset is credit-impaired, the asset is transferred to Stage 3 and its ECL is measured as a Lifetime ECL. The Company's definition of credit impaired assets and definition of default is explained in note 6, Credit risk section.
For the purpose of the statement of cash flows, cash and cash equivalents comprise cash at bank. Cash and cash equivalents are carried at amortised cost because: (i) they are held for collection of contractual cash flows and (ii) those cash flows represent SPPI.
Financial liabilities - initial recognition, derecognition and measurement categories
Financial liabilities are initially recognised at fair value and classified as subsequently measured at amortised cost.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. Financial liabilities of the Company comprise other payables.
Ordinary shares are classified as equity. 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. Incremental costs direclty attributable to the issue of ordinary shares, net of any tax effects, are recognised as a deduction from equity.
Where necessary, comparative figures have been adjusted to conform to changes in presentation in the current year.
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, 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 (issued on 15 August 2023) (effective for annual periods beginning on or after 1 January 2025)
5. New accounting pronouncements (continued)
(ii) Issued by the IASB but not yet adopted by the European Union
The above are expected to have no material impact on the Company's financial statements when they become effective except for IFRS 18 - Presentation and Disclosure in Financial Statements where the impact of the presentation of Financial Statements is not known or not reasonably estimable whereas no impact will occur on the recognition or measurement of assets, liabilities, income and expenses.
The Company is exposed to credit risk, liquidity risk and capital risk arising from the financial instruments it holds. The risk management policies employed by the Company to manage these risks are discussed below:
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to meet an obligation. Credit risk arises from cash at bank.
Credit risk is managed on an individual basis. Management estimates ECL, in accordance with IFRS 9, by taking into account reasonable and supportable information that is available without undue cost or effort at the balance sheet date about past events, current conditions and forecasts of future economic conditions.
The Company has only the following type of financial assets that is subject to the expected credit loss model:
Cash at bank
The impairment methodology applied by the Company for calculating expected credit losses depends on the type of financial asset assessed for impairment. Specifically:
The Company applies general approach - three stage model for impairment. The Company applies a three-stage model for impairment, based on changes in credit quality since initial recognition. A financial asset that is not credit-impaired on initial recognition is classified in Stage 1. Financial assets in Stage 1 have their ECL measured at an amount equal to the portion of lifetime ECL that results from default events possible within the next 12 months or until contractual maturity, if shorter (''12 Months ECL''). If the Company identifies a significant increase in credit risk (''SICR'') since initial recognition, the asset is transferred to Stage 2 and its ECL is measured based on ECL on a lifetime basis, that is, up until contractual maturity but considering expected prepayments, if any (''Lifetime ECL''). If the Company determines that a financial asset is credit-impaired, the asset is transferred to Stage 3 and its ECL is measured as a Lifetime ECL.
Impairment losses are presented as net impairment losses on financial assets within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item.
The Company's exposure to credit risk for each class of (asset/instrument) subject to the expected credit loss model is set out below:
The Company assesses, on an individual basis, its exposure to credit risk arising from cash at bank. This assessment takes into account, ratings from external credit rating institutions and internal ratings, if external are not available.
The gross carrying amounts below represent the Company's maximum exposure to credit risk on these assets as at 31 December 2024 and 31 December 2023:
| Name of Counterparty | External credit rating | 2024 € |
2023 € |
|---|---|---|---|
| Bank of Cyprus Bank of Cyprus |
Ba1 Ba2 |
201.015 - |
- 35.582 |
| Total | 201.015 | 35.582 |
The ECL on current accounts is considered to be not material, unless the bank is subject to capital controls.
The Company does not hold any collateral as security for any cash at bank balances.
There were no significant cash at bank balances written off during the year that are subject to enforcement activity.
Liquidity risk is the risk that the Company will encounter difficulty in meeting its obligations associated with financial liabilities.
The table below summarises the maturity profile of the Company's financial liabilities at the reporting date based on contractual undiscounted payments:
6.2 Liquidity risk (continued)
| 31 December 2024 | Contractual cash flows € |
1-12 months € |
Total € |
|---|---|---|---|
| Other payables and accruals | 2.618.914 | 2.618.914 | 2.618.914 |
| 2.618.914 2.618.914 2.618.914 | |||
| 31 December 2023 | Contractual cash flows |
1-12 months |
Total |
| Other payables and accruals Payables to related parties |
€ 2.024.720 29.422 2.054.142 |
€ 2.024.720 29.422 2.054.142 |
€ 2.024.720 29.422 2.054.142 |
Capital includes equity shares, share premium and accumulated losses.
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.
The Company's overall strategy remains unchanged.
The preparation of the Company's financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in the future.
In the process of applying the Company's accounting policies, management has made the following judgments, apart from those involving estimations, which had the most material effect on the amounts recognised in the financial statements:
The assessment of the Company for the appropriateness of the use of the going concern basis is disclosed in note 4.
Additions to property, plant and equipment (Note 12)
The Company is recognising the levies due for maintaining its golf planning permit in the property, plant and equipment additions, in line with the relevant levy contractual provisions, since will be operating in a future period whilst the Company will become economically compelled to continue its operations. The liability to pay the levies is recognised progressively as the obligating event occurs over a period of time (i.e. if the activity that triggers the payment of the levy, as identified by the legislation, occurs over a period of time). The total outstanding commitment as at 31 December 2024 is disclosed in Note 23. A renewal of the town planning permit was submitted, as it expired in April 2024, although it has not yet been examined by the Authorities. Given that there has been no communication with the Authorities regarding the payment of the levy or any penalty interest on overdue balances, the management does not anticipate any penalty interest will accrue on overdue balances.
8. Administration expenses
| 2024 | 2023 | |
|---|---|---|
| € | € | |
| Auditor's remuneration- current year | 9.991 | 9.700 |
| Tax compliance services fees | 795 | 500 |
| Legal fees | 3.433 | 1.528 |
| Secretarial fees | 1.330 | 3.757 |
| Management and professional fees | 62.173 | 72.049 |
| Other expenses | 9.375 | 5.035 |
| Total administration expenses | 87.097 | 92.569 |
Included in Management and professional fees, is an amount of €50.000 which relates to Management fees from Aphrodite Hills Resort Limited. Aphrodite Hills Resort Limited was considered a related party up to 19 February 2024 therefore, the amount of €6.849 relates to the management fees up to that date (2023: €50.000) (Note 19.1).
9. Finance expenses
| 2024 € |
2023 € |
|
|---|---|---|
| Bank charges | 528 | 625 |
| Finance expenses | 528 | 625 |
10. Tax
The tax on the Company's results before tax differs from theoretical amount that would arise using the applicable tax rates as follows:
| 2024 | 2023 | |
|---|---|---|
| € | € | |
| Loss before tax | (87.625) | (93.194) |
| Tax calculated at the applicable tax rates | (10.953) | (11.649) |
| Tax effect of expenses not deductible for tax purposes | 1.547 | 990 |
| Tax effect of allowances and income not subject to tax | (83) | (187) |
| Tax effect of tax loss for the year | 9.489 | 10.846 |
| Tax charge | - | - |
The corporation tax rate is 12,5%.
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%.
Due to tax losses sustained in the year, no tax liability arises on the Company. Under current legislation, as at 31 December 2024, the balance of tax losses which is available for offset against future taxable profits amounts to €604.201 (2023: €616.775) for which no deferred tax asset is recognised in the statement of financial position.
Deferred tax assets have not been recognised in respect of the following items, because it is not probable that future taxable profit will be available against which the Company can use the benefits therefrom.
Tax losses for which no deferred tax asset was recognised expire as follows:
| Tax year | 2024 | 2023 | Expiry date |
|---|---|---|---|
| € | € | € | |
| 2019 | - | 88.484 | 2024 |
| 2020 | 228.582 | 228.582 | 2025 |
| 2021 | 139.763 | 139.763 | 2026 |
| 2022 | 73.178 | 73.178 | 2027 |
| 2023 | 86.768 | 86.768 | 2028 |
| 2024 | 75.910 | - | 2029 |
| 604.201 | 616.775 |
11. Basic and diluted loss per share attributable to equity holders of the Company
The basic and diluted earnings per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of shares in issue during the year.
| 2024 | 2023 | |
|---|---|---|
| Loss attributable to shareholders (€) | (87.625) | (93.194) |
| Weighted average number of ordinary shares in issue during the year | 23.398 | 23.274 |
| Basic and diluted loss per share attributable to equity holders of the Company (€) |
(3,76) | (4,00) |
| Land | Golf development project under construction |
Total | |
|---|---|---|---|
| € | € | € | |
| Cost | |||
| Balance at 1 January 2023 Additions |
2.468.896 - |
3.520.203 500.000 |
5.989.099 500.000 |
| Balance at 31 December 2023/ 1 January 2024 Additions |
2.468.896 - |
4.020.203 500.000 |
6.489.099 500.000 |
| Balance at 31 December 2024 | 2.468.896 | 4.520.203 | 6.989.099 |
| Net book amount | |||
| Balance at 31 December 2024 | 2.468.896 | 4.520.203 | 6.989.099 |
| Balance at 31 December 2023 | 2.468.896 | 4.020.203 | 6.489.099 |
The additions of €500.000 (2023: €500.000) relate to the seventh (2023: sixth) instalment of the levy due by the Company. Only the first two instalments have been settled and the remaining five instalments remained outstanding as at year end (Notes 17 and 23).
13. Other receivables
| 2024 | 2023 | |
|---|---|---|
| € | € | |
| VAT refundable | 247.355 | 234.154 |
| Other receivables and prepayments | 1.715 | 2.220 |
| 249.070 | 236.374 | |
| Less non-current receivables | (249.070) | (236.374) |
| Current portion | - | - |
VAT refundable is recognised on the basis that it will be offset with future output VAT, following the commencement of the Company's operations and for this reason is accounted for as a non-current asset.
14. Cash at bank
Cash balances are analysed as follows:
| 2024 | 2023 | |
|---|---|---|
| € | € | |
| Cash at bank | 201.015 | 35.582 |
| 201.015 | 35.582 |
All cash at bank is held and denominated in Euros.
For the purposes of the statement of cash flows, the cash and cash equivalents include cash at bank.
There are no material non-cash transactions during the year.
The principal non-cash transactions during prior year were the issue of shares for exchange of the shareholders' contribution (Note 15).
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.
15. Share capital
| 2024 Number of shares |
2024 € |
2023 Number of shares |
2023 € |
|
|---|---|---|---|---|
| Authorised Ordinary shares of €1,71 each |
24.193 | 41.370 | 24.193 | 41.370 |
| Issued and fully paid Balance at 1 January Issue of shares |
23.275 123 |
39.800 210 |
23.269 6 |
39.790 10 |
| Balance at 31 December | 23.398 | 40.010 | 23.275 | 39.800 |
On 21 December 2023, the authorised share capital of the Company was increased from €34.200 divided into 20.000 ordinary shares of €1.71 nominal value each, to €41.370 divided into 24.193 ordinary shares of €1.71 nominal value each.
There were no changes in the authorised share capital of the Company during the year under review.
On 22 February 2023, the Company received settlement for a total of 6 issued and allotted ordinary shares issued to Invel Real Estate Partners Three Limited. The shares were issued at a nominal value of €1,71 and premium of €1.632,29 each. The shareholders' contribution of €1.251 was capitalised through the above mentioned share issue and the remaining of €8.553 was received in cash (Notes 14 and 16).
On 31 October 2024, the Company received settlement for a total of 123 issued and allotted ordinary shares out of which 118 shares were issued to Prodea Real Estate Investment Company S.A. and 5 shares were issued to Invel Real Estate Partners Three Limited. The shares were issued at a nominal value of €1,71 and premium of €1.632,29 each. A total of €200.982 was received in cash.
16. Other reserves
| Shareholders' contribution € |
Total € |
|
|---|---|---|
| Balance at 1 January 2023 Share issue (Note 15) |
1.251 (1.251) |
1.251 (1.251) |
| Balance at 31 December 2023/ 1 January 2024 | - | - |
| Balance at 31 December 2024 | - | - |
On 22 February 2023, the Company received settlement for additional shares issued to one of its shareholders in order to capitalise the contribution of €1.251 (Note 15).
| 2024 | 2023 | |
|---|---|---|
| € | € | |
| Accruals | 2.520.599 | 2.018.901 |
| Other creditors | 98.315 | 5.818 |
| 2.618.914 | 2.024.719 |
The amount of €2.500.000 (2023: €2.000.000) included in accruals relates to the outstanding third, fourth, fifth, sixth and seventh annual instalments of the total levy due by the Company (Notes 12 and 23).
The fair values of other payables and accruals due within one year approximate to their carrying amounts as presented above.
The geopolitical situation in Eastern Europe intensified on 24 February 2022 with the commencement of the conflict between Russia and Ukraine. As at the date of authorising these financial statements for issue, the conflict continues to evolve as military activity proceeds. In addition to the impact of the events on entities that have operations in Russia, Ukraine, or Belarus or that conduct business with their counterparties, the conflict is increasingly affecting economies and financial markets globally and exacerbating ongoing economic challenges.
The Company has limited direct exposure to Russia, Ukraine and Belarus and as such does not expect significant impact from direct exposures to these countries.
The Israel-Gaza conflict has escalated significantly after Hamas launched a major attach on 7 October 2023. Companies with material subsidiaries, operations, investments, contractual agreements or joint ventures in the War area might be significantly exposed. Entities that do not have direct exposure to Israel and Gaza Strip are likely to be affected by the overall economic uncertainty and negative impacts on the global economy and major financial markets arising from the war. This is a volatile period and situation, however, the Company is not directly exposed. Management will continue to monitor the situation closely and take appropriate actions when and if needed.
The financial effect of the above matters on the global economy and overall business activities cannot be estimated with reasonable certainty at this stage, due to the pace at which the conflicts prevail and the high level of uncertainties arising from the inability to reliably predict the outcome.
(1) The ability of the Company to continue as a going concern (Note 4).
(2) That no material impairment allowances were identified over the Company's financial assets (cash at bank) and non-financial assets by considering the economic situation and outlook at the end of the reporting period. (3) That following the impact that geopolitical instability had on Cyprus and the global economy and, consequently, on the business plan of the Company, it is expected that the timeframe of the business plan will be moved forward as the final building permit has not yet been issued and the investors' interest in the development
of the integrated golf resort has not been as initially expected and the anticipated funding was not yet secured.
Despite the limited direct exposure, the conflicts are expected to negatively impact the tourism and services industries in Cyprus. Furthermore, the increasing energy prices, fluctuations in foreign exchange rates, unease in stock market trading, rises in interest rates, supply chain disruptions and intensified inflationary pressures may indirectly impact the operations of the Company. The indirect implications will depend on the extent and duration of the crisis and remain uncertain.
Management has considered the unique circumstances and the risk exposures of the Company and has concluded that there is no significant impact in the Company's financial position other than as described above. Management will continue to monitor the situation closely.
The Company's immediate and ultimate controlling shareholder is Prodea Real Estate Investment Company S.A., a company incorporated in Greece.
The ultimate parent entity prepares the consolidated financial statements of the largest group of companies of which the Company forms part as a subsidiary and are available at the website https://prodea.gr/.
The following balances and transactions were carried out with related parties:
19.1 Purchases of services (Notes 8 and 19.2)
| 2024 | 2023 | ||
|---|---|---|---|
| Nature of transactions | € | € | |
| Aphrodite Hills Resort Limited (former | |||
| affiliated company) | Management fees | 6.849 | 50.000 |
| 6.849 | 50.000 |
| 19.2 Payables to related parties | ||
|---|---|---|
| 2024 | 2023 | |
| Name | € | € |
| Aphrodite Hills Resort Limited (former affiliated company) | - | 29.422 |
| - | 29.422 |
The above payable balance bears no interest, is unsecured and repayable on demand.
On 19 February 2024, MHV Mediterranean Hospitality Venture Plc, an affiliated company under common control of the Company's parent Prodea Real Estate Investment Company S.A., has sold its whole shareholding of Aphrodite Hills Resort Limited to an unrelated party. Following the sale, Aphrodite Hills Resort Limited is not considered a related party to the Company.
The percentage of share capital of the Company held directly or indirectly by each member of the Board of Directors (in accordance with Article (4) (b) of the Directive DI 190-2007-04), as at 31 December 2024 and 3 April 2025 (5 days before the date of approval of the financial statements by the Board of Directors) were as follows:
| 31 December | ||
|---|---|---|
| 2024 | 3 April 2025 | |
| % | % | |
| Elias Neocleous | 0,005 | 0,005 |
21. Shareholders holding more than 5% of share capital
The persons holding more than 5% of the share capital as at 31 December 2024 and 3 April 2025 (5 days before the date of approval of the financial statements by the Board of Directors) were as follows:
| 31 December | ||
|---|---|---|
| 2024 | 3 April 2025 | |
| % | % | |
| Prodea Real Estate Investment Company S.A. (Note 19) | 96,23 | 96,23 |
The Company had no significant contingent liabilities as at 31 December 2024 and 31 December 2023.
23. Commitments
The Company obtained the necessary town planning permit for the golf development and plot separation. The planning permit was granted subject to certain conditions being met. Amongst other things, the Company must pay €5 million in 10 equal instalments, the first of which was settled during 2018 and the second of which was settled in July 2019. The third, fourth, fifth, sixth and seventh annual instalments for the total amount of €2.500.000 (2023: €2.000.000), have been accrued and remained unpaid as at 31 December 2024 (Note 16). Hence, the total remaining outstanding commitment as at 31 December 2024 is €1.500.000 (2023: €2.000.000). Given that the expiry date of the town planning permit was in April 2024, a renewal of the town planning permit was submitted, although it has not yet been examined by the Authorities.
The Company signed a contract with Cabel B. Robinsol S.L (golf course architects) for the design and overall supervision of the golf development project. The total value of the contract is €325.000 of which work amounting to €15.000 has been undertaken to date. The Board of Directors expects that the remaining work under this contract to be executed once investors and the necessary financing are secured and the development progresses.
The Company previously entered into an agreement with A.S.D Hyperstatic Engineering Desing for the design of infrastructure which is required to be submitted for the Building Permit for an amount of €70.000 plus applicable VAT of which an amount of €50.000 was paid up to date.
Except from the matters mentioned in Note 18, there were no other material events after the reporting period, which have a bearing on the understanding of the financial statements.
Independent Auditor's Report on pages 5 to 8
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