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Cairo Mezz PLC

Interim / Quarterly Report Sep 30, 2025

2649_10-k_2025-09-30_e477dadc-f9ce-4278-ab5d-f08d012146ab.pdf

Interim / Quarterly Report

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REPORT AND INTERIM FINANCIAL STATEMENTS Six months ended 30 June 2025

REPORT AND INTERIM FINANCIAL STATEMENTS Six months ended 30 June 2025

CONTENTS PAGE

Report for the six months ended 30 June 2025 1
Statement of profit or loss and other comprehensive income 2
Statement of financial position 3
Statement of changes in equity 4
Cash flow statement 5
Notes to the interim financial statements 6 - 8

REPORT FOR THE SIX MONTHS ENDED 30 JUNE 2025

On 29 September 2025 the Board of Directors of Cairo Mezz Plc approved the financial results of the Company for the first half of the year 2025.

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

The Company holds mezzanine notes and junior notes.

The mezzanine notes bear interest rate at Euribor 3m+5% and the junior notes bear interest rate at Euribor 3m+8%.

On the issuance of the notes, a Priority of Payments Schedule ("Waterfall") was established, which are settled on a quarterly basis. Based on this schedule, the repayments regarding the mezzanine and junior notes are the last ones in the order of priority.

Until today, the Company has not received any interest in relation to the notes it holds. Therefore, as expected, the Company did not record any revenues in the first half of the year 2025.

Future developments of the Company

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.

Related party transactions

Disclosed in note 6 of the financial statements.

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME Six months ended 30 June 2025

Note 1/1/2025-
30/6/2025
1/1/2024-
30/6/2024
Administration expenses 2 (179.746) (208.398)
Loss before tax (179.746) (208.398)
Net finance costs 3 (5632) -
Loss before tax (185.378) (208.398)
Tax - -
Net loss for the period (185.378) (208.398)
Other comprehensive income - -
Total comprehensive expense for the period (185.378) (208.398)
Loss per share attributable to equity holders of the company (cent)
From continuing operations (0,06) (0,07)
Loss per share attributable to equity holders of the company (cent) (0,06) (0,07)

The notes on pages 6 to 7 form an integral part of these financial statements.

STATEMENT OF FINANCIAL POSITION 30 June 2025

30 June 2025 31 December 2024 Note ASSETS Non-current assets Financial assets at fair value through profit or loss 4 240.289.000 240.289.000 Current assets Trade and other receivables 44.569 18.573 Cash at bank 53.925 118.016 Total current assets 98.494 136.589 Total assets 240.387.494 240.425.589 EQUITY AND LIABILITIES Equity Share capital 30.909.683 30.909.683 Share premium 26.582.327 26.582.327 Retained earnings 182.521.100 182.706.478 Total equity 240.013.110 240.198.488 Non-current liabilities Borrowings 5 255.632 - 255.632 - Current liabilities Trade and other payables 118.751 227.101 Total current liabilities 118.751 227.101 Total equity and liabilities 240.387.494 240.425.589

The notes on pages 6 to 7 form an integral part of these financial statements.

STATEMENT OF CHANGES IN EQUITY

Six months ended 30 June 2025

Share
capital
Share
premium
Retained
earnings
Total
Six months ended 30 June 2025
Balance at 1 January 2025 30.909.683 26.582.327 182.706.478 240.198.488
Comprehensive expense
Net loss for the period
- - (185.378) (185.378)
Balance at 30 June 2025 30.909.683 26.582.327 182.521.100 240.013.110
Six months ended 30 June 2024
Balance at 1 January 2024 30.909.683 26.582.327 121.783.204 179.275.214
Comprehensive expense
Net loss for the period
- - (208.398) (208.398)
Balance at 30 June 2024 30.909.683 26.582.327 121.574.806 179.066.816

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 6 to 7 form an integral part of these financial statements.

CASH FLOW STATEMENT

Six months ended 30 June 2025

1/1/2025-
30/6/2025
1/1/2024-
30/6/2024
Note
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before tax
(185.378) (208.398)
Interest expense 3 5.632 -
(179.746) (208.398)
Changes in working capital:
Increase in trade and other receivables
Decrease in trade and other payables
(25.996)
(108.349)
(1.958)
(72.597)
Cash used in operations (314.091) (282.953)
CASH FLOWS FROM INVESTING ACTIVITIES - -
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings
250.000 -
Net cash generated from financing activities 250.000 -
Net decrease in cash and cash equivalents (64.091) (282.953)
Cash and cash equivalents at beginning of the period 118.016 484.983
Cash and cash equivalents at end of the period 53.925 202.030

The notes on pages 6 to 7 form an integral part of these financial statements.

NOTES TO THE FINANCIAL STATEMENTS Six months ended 30 June 2025

1. General Information

The interim financial statements relate to the period from 1 January to 30 June 2025, are not audited by the Company's auditors and were approved by the Board of Directors on 29 September 2025.

The interim financial statements comply with the International Accounting Standard 34 "Interim Financial Statements".

The same accounting policies and methods of computation are followed in the interim financial statements as compared with the most recent annual financial statements. The interim financial statements are expressed in Euro.

2. Expenses by nature

1/1/2025-
30/6/2025
1/1/2024-
30/6/2024
Directors' remuneration 15.708 16.184
Auditor's remuneration 36.295 42.245
Auditor's remuneration - prior years 3.570 22.610
Insurance 8.281 7.644
Accounting fees 13.090 23.205
Advisory fees 63.725 64.320
Administration expenses 8.567 5.950
Stock exchange fees 9.147 9.980
Legal fees 4.495 4.760
Other expenses 10.680 6.145
Other professional fees 6.188 5.355
Total expenses 179.746 208.398

The Company has no employees.

3. Finance costs

1/1/2025-
30/6/2025
1/1/2024-
30/6/2024
Interest expense 5.632 -
Finance costs 5.632 -

NOTES TO THE FINANCIAL STATEMENTS Six months ended 30 June 2025

4. Financial assets at fair value through profit or loss

Investments designated as at fair value through profit or loss are analysed as follows:

30 June 31 December
2025 2024
Mezzanine notes (Class B2) 240.289.000 240.289.000
240.289.000 240.289.000

The terms of the bonds are presented below:

Currency Interest rate Maturity
date
30 June
2025
Carrying
amount
31 December
2024
Carrying
amount
Mezzanine notes (Class B2) -Cairo 1 Euro Euribor 3m + 5% 31.12.2054 548.000 548.000
Mezzanine notes (Class B2) -Cairo 2 Euro Euribor 3m + 5% 31.12.2062 1.892.000 1.892.000
Mezzanine notes (Class B2) -Cairo 3 Euro Euribor 3m + 5% 31.12.2035 237.849.000 237.849.000
Junior notes (Class C2) -Cairo 1 Euro Euribor 3m + 8% 31.12.2054 - -
Junior notes (Class C2) -Cairo 2 Euro Euribor 3m + 8% 31.12.2062 - -
Junior notes (Class C2) -Cairo 3 Euro Euribor 3m + 8% 31.12.2035 - -
240.289.000 240.289.000

The financial assets of the Company consist of bonds which were issued by the special purpose companies Cairo No.1 Finance DAC, Cairo No. 2 Finance DAC, and Cairo No.3 Finance DAC based in Ireland.

The bonds are backed by mortgage and non-mortgage receivables. The bonds are under the subordination levels of mezzanine (Class B2) and junior (Class C2).

On the issuance of the notes, a Priority of Payments Schedule ("Waterfall") was established, which they are repaid on a quarterly basis. Based on this schedule, the repayments regarding the mezzanine and junior notes are the last in the order of priority.

The bonds are traded on the Vienna Stock Exchange, but the market is not active. Fair value is therefore determined by valuation techniques by independent valuers on an annuals basis. A valuation was made to determine the fair value as at 31 December 2024. No valuation was made for the fair value as at 30 June 2025.

5. Borrowings

30 June 2025
31 December
2024
Non-current borrowings
Bank loans
255.632 -
Total 255.632 -

NOTES TO THE FINANCIAL STATEMENTS Six months ended 30 June 2025

The Company signed an agreement for credit with open (debit and credit) account with Eurobank S.A. to cover its operating expenses. The credit is up to the amount of Eur1.600.000. The Company assigned as a pledge every claim against the Bank deriving from the deposit / account made at the Bank in the Company's name, together with any interest to any sum to which the said claim may amount. The due amount bears an annual interest rate equal to EURIBOR (floating part) plus a spread of 4% (fixed part) plus a contribution (currently 0,6%). The interest will be calculated and capitalised on an annual basis, on 1 January of each year. The credit and the accrued interest will be payable on 1 January 2030, unless the Company has inflows from the notes. In this case, on 1 January 2026 and at the end o each subsequent interest period, the Company shall apply an amount equal to the net cash flows generated from notes held by the Company.

6. Related party transactions

The following transactions were carried out with related parties:

6.1 Directors' remuneration

8

The remuneration of Directors was as follows:

1/1/2025- 1/1/2024-
30/6/2025 30/6/2024
Director's remuneration 15.708 16.184

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