Interim / Quarterly Report • Sep 30, 2025
Interim / Quarterly Report
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INTERIM REPORT AND FINANCIAL STATEMENTS for the period from 1 January 2025 to 30 June 2025
| Board of Directors and other officers | 1 |
|---|---|
| Interim report of the Board of Directors | 2 - 4 |
| Interim statement of profit or loss and other comprehensive income | 5 |
| Interim statement of financial position | 6 |
| Interim statement of changes in equity | 7 |
| Interim cash flow statement | 8 |
| Notes to the interim financial statements | 9 - 15 |
| Board of Directors: | Georgios Kallinicou - CEO executive member Georgios Kontos - Non-executive member Savvas Yiordamlis - Non-executive member (Appointed on 27/4/2024) Christiana Konteati - Non-executive member (Resigned on 27/4/2024) |
|---|---|
| Company Secretary: | Omnium Services Limited The City House 17-19 Themistokli Dervi street 1066, Nicosia Cyprus |
| Legal Advisers: | Ioannides Demetriou LLC The City House 17-19 Themistokli Dervi street 1066, Nicosia Cyprus |
| Registered office: | 33, Vasilissis Freiderikis Palais D'Ivoire, Floor 2 1066, Nicosia Cyprus |
| Bankers: | Alpha Bank Cyprus Ltd Nicosia International Business Services 1, Stylianou Lena Square 1101, Nicosia Cyprus Alpha Bank S.A. Main store (101) 10564, Athens |
| Registration number: | Greece HE433604 |
1
The Board of Directors presents its management report and financial results of the Company for the period from 1 January 2025 to 30 June 2025.
The Company Galaxy Cosmos Mezz PLC (the ''Company'') was incorporated in Cyprus on 27 April 2022 as a private limited liability company under the provisions of the Cyprus Companies Law, Cap. 113. On 8 September 2022, the Company was renamed from Galaxy Mezz LTD to Galaxy Cosmos Mezz PLC and was transformed into a public limited liability company under the provisions of the Cyprus Companies Law.
On 20 October 2022, the shares of the Company were approved by the Athens Stock Exchange for trading with the Alternative Market EN.A Plus, and on 31 October 2022 commenced trading.
The principal activities of the Company, is the holding and management of the following notes:
In July 2022, Alpha Services & Holdings S.A. contributed to the Company 44% of the mezzanine and junior Galaxy notes and 44% of the mezzanine and junior Cosmos notes in exchange for newly issued shares. Specifically, 83,316,815 shares were issued by the Company at a total value of €22,495,540.
The issued shares of the Company were distributed to the shareholders of Alpha Services & Holdings S.A., following a reduction in the share capital of Alpha Services & Holdings S.A.
The Company's development to date, financial results, and position as presented in the financial statements are not considered satisfactory as the notes have not yet met the expected cash flow generation. The Company's ability to pay any amounts to its shareholders depends solely on whether the Company collects interest or principal from the notes. Therefore, any reduced inflows have a material adverse effect on the company's revenues, financial position and cash flows. The responsibility for the payment of interest or principal lies solely with the issuers of the notes.
As described above, the Company holds mezzanine notes and junior notes.
On the issuance of the notes, a Priority of Payments Schedule ("Waterfall'') was established, which is settled on a quarterly basis. Based on this schedule, the principal repayments regarding the mezzanine and junior notes are the last ones in the order of priority. The Waterfall is as follows:
The acceleration order of priority applies at redemption events or on final maturity date.
The contractual documents of the securitization stipulate that after 24 months from the entry into force of the Hercules Scheme, if at the date of payment of interest on the mezzanine notes (Class B), the total net collections from the beginning of the portfolio servicing is less than 15% or more of the budgeted net collections, as specified in the respective business plan, the payment of a total (100%) of the interest to the holders of the mezzanine notes (Class B) is postponed. Deferred interest is payable on the due date of the mezzanine notes (Class B) at which either the senior notes' (Class A) capital has been repaid in full (and provided there are sufficient available funds to pay the of deferred interest, otherwise they become payable on the next specified interest payment date of the mezzanine notes (Class B)) or the relationship between realized and budgeted net collections has been fully restored.
The interest to the holders of the mezzanine notes issued by Cosmos Securization DAC, Galaxy II Funding DAC and Orion X Securitization DAC was postponed for Q1 and Q2 of 2025 and remained unpaid.
During the period from January 2025 to 30 June 2025, the Company has received coupon payments of €2,314,400 in relation to the Galaxy IV Funding DAC notes.
During July 2025, the Company received coupon payments of €1,157,200 from the Galaxy IV Funding DAC. As regards Cosmos Securitisation DAC, Galaxy II Funding DAC and Orion X Securitisation DAC, a HAPS Deferred Interest Event, as defined on the Asset Protection Schemes of Hercules ("HAPs") of L.4649/2019, has occurred for the interest payment date of 25 July 2025, resulting to the deferral of the coupons due and payable to the mezzanine noteholders. Remedial actions are already being taken by the servicer of the notes for the acceleration of the portfolios' performance.
On 1 July 2025, during the Company's Annual General Meeting ("AGM"), the shareholders approved the proposal of the Board of Directors to reduce the share capital of the Company by €4,347,058.20 by reducing the nominal value of the shares from €0.0736 each to €0.0236 each. The capital reduction is expected to be completed in the fourth quarter of the financial year 2025.
Disclosed in note 15 of the financial statements.
By order of the Board of Directors,
Omnium Services Limited Secretary
30 September 2025
for the period from 1 January 2025 to 30 June 2025
| Note | 01/01/2025- 30/06/2025 € |
01/01/2024- 30/06/2024 € |
|
|---|---|---|---|
| Interest income | 5 | 545,147 | 1,561,376 |
| Fair value changes of financial assets at fair value through profit or loss Administration and other expenses |
10 6 |
(167,830) (240,314) |
(4,762,359) (269,592) |
| Operating profit/(loss) | 137,003 | (3,470,575) | |
| Finance income | 54,844 | 98,345 | |
| Finance costs Net finance income |
7 | (5,338) 49,506 |
(5,159) 93,186 |
| Profit/(loss) before tax | 186,509 | (3,377,389) | |
| Tax | (6,984) | (57,608) | |
| Net profit/(loss) for the period | 179,525 | (3,434,997) | |
| Other comprehensive income | - | - | |
| Total comprehensive income for the period | 179,525 | (3,434,997) | |
| Profit per share attributable to equity holders (cent) | 8 | 0.21 | (3.95) |
30 June 2025
| Note | 30/06/2025 € |
31/12/2024 € |
|
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Financial assets at fair value through profit or loss | 10 | 4,360,632 | 6,297,715 |
| 4,360,632 | 6,297,715 | ||
| Current assets | |||
| Refundable taxes | 9 | 160,271 | 160,271 |
| Other receivables | 4,439 | 5,977 | |
| Cash and cash equivalents | 11 | 7,106,737 | 4,969,325 |
| 7,271,447 | 5,135,573 | ||
| Total assets | 11,632,079 | 11,433,288 | |
| EQUITY AND LIABILITIES | |||
| Equity | |||
| Share capital | 12 | 6,398,870 | 6,398,870 |
| Retained earnings | 5,100,927 | 4,921,402 | |
| Total equity | 11,499,797 | 11,320,272 | |
| Current liabilities | |||
| Other payables | 13 | 118,168 | 100,402 |
| Current tax liabilities | 14 | 14,114 | 12,614 |
| Total liabilities | 132,282 | 113,016 | |
| Total equity and liabilities | 11,632,079 | 11,433,288 |
| Share capital € |
Retained earnings € |
Total € |
|
|---|---|---|---|
| Opening balance at 1 January 2024 | 14,223,574 | 9,423,199 | 23,646,773 |
| Net loss for the period | - | (3,434,997) | (3,434,997) |
| Balance at 30 June 2024 | 14,223,574 | 5,988,202 | 20,211,776 |
| Opening balance at 1 January 2025 | 6,398,870 | 4,921,402 | 11,320,272 |
| Net profit for the period | - | 179,525 | 179,525 |
| Balance at 30 June 2025 | 6,398,870 | 5,100,927 | 11,499,797 |
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.
for the period from 1 January 2025 to 30 June 2025
| 01/01/2025- 30/06/2025 |
01/01/2024- 30/06/2024 |
||
|---|---|---|---|
| Note | € | € | |
| CASH FLOWS FROM OPERATING ACTIVITIES Profit/(loss) before tax Adjustments for: |
186,509 | (3,377,389) | |
| Fair value losses on financial assets at fair value through profit or loss Interest income from financial assets at FVTPL Interest income from bank deposits |
5 7 |
167,830 (545,147) (54,844) |
4,762,359 (1,561,376) (98,345) |
| (245,652) | (274,751) | ||
| Changes in working capital: Increase in refundable taxes Decrease in other receivables Increase in other payables |
- 1,538 17,766 |
(13,319) - 76,995 |
|
| Cash used in operations | (226,348) | (211,075) | |
| Coupons received Tax paid |
2,314,400 (5,484) |
3,260,400 (9,608) |
|
| Net cash generated from operating activities | 2,082,568 | 3,039,717 | |
| CASH FLOWS FROM INVESTING ACTIVITIES | - | - | |
| CASH FLOWS FROM FINANCING ACTIVITIES Interest received from fixed deposits |
54,844 | 98,345 | |
| Net cash generated from financing activities | 54,844 | 98,345 | |
| Net increase in cash and cash equivalents | 2,137,412 | 3,138,062 | |
| Cash and cash equivalents at beginning of the period | 4,969,325 | 7,460,089 | |
| Cash and cash equivalents at end of the period | 11 | 7,106,737 | 10,598,151 |
The Company GALAXY COSMOS MEZZ PLC (the ''Company'') was incorporated in Cyprus on 27 April 2022 as a private limited liability company under the provisions of the Cyprus Companies Law, Cap. 113. On 8 September 2022, the Company was renamed from Galaxy Mezz LTD to Galaxy Cosmos Mezz PLC and was transformed to a public limited liability company under the provisions of the Cyprus Companies Law. On 20 October 2022, the shares of the Company were approved by the Athens Stock Exchange for trading with the Alternative Market EN.A Plus, and on 31 October 2022 commenced trading. Its registered office is at 33, Vasilissis Freiderikis street, Palais D'Ivoire, Floor 2, 1066, Nicosia, Cyprus.
The principal activities of the Company, is the holding and management of the following notes:
46.3% of the Class B2 mezzanine notes issued by Orion X Securitization DAC with ISIN XS2159930275
46.3% of the Class B2 mezzanine notes issued by Galaxy II Funding DAC with ISIN XS2159931083
46.3% of the Class B2 mezzanine notes issued by Galaxy IV Funding DAC with ISIN XS2159931919
46.3% of the Class B2 mezzanine notes issued by Cosmos Securitisation DAC with ISIN XS2397544656
44% of the Class C junior notes issued by Orion X Securitization DAC with ISIN XS2159930432
44% of the Class C junior notes issued by Galaxy II Funding DAC with ISIN XS2159931240
44% of the Class C junior notes issued by Galaxy IV Funding DAC with ISIN XS2159932057
44% of the Class C junior notes issued by Cosmos Securitisation DAC with ISIN XS2397545034
The interim financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union (EU), and the requirements of the Cyprus Companies Law, Cap. 113.
As of the date of the authorisation of the financial statements, all International Financial Reporting Standards issued by the International Accounting Standards Board (IASB) that are effective as of 1 January, 2024 have been adopted by the EU through the endorsement procedure established by the European Commission.
The preparation of interim financial statements in conformity with IFRSs requires the use of certain critical accounting estimates and requires Management to exercise its judgment in the process of applying the Company's accounting policies.
The interim financial statements, which are presented in Euro, have been prepared in accordance with international Financial Reporting Standards, including IAS 34 ''Interim Financial Reporting''.
The accounting policies used in the preparation of the interim financial statements are in accordance with those used in the annual financial statements for the year ended 31 December 2024.
Costs that are incurred during the financial year are anticipated or deferred for interim reporting purposes if, and only if, it is also appropriate to anticipate or defer that type of cost at the end of the financial year.
Corporation tax is calculated based on the expected tax rates for the whole financial year.
These interim financial statements must be read in conjunction with the annual financial statements for the year ended 31 December 2024.
The financial statements of the Company have been prepared on a going concern basis.
The carrying amounts and fair values of certain financial assets are as follows:
| Carrying amounts | Fair values | |||
|---|---|---|---|---|
| 30/06/2025 | 31/12/2024 | 30/06/2025 | 31/12/2024 | |
| € | € | € | € | |
| Financial assets | ||||
| Cash and cash equivalents | 7,106,737 | 4,969,325 | 7,106,737 | 4,969,325 |
| Fair value through profit or loss | 4,360,632 | 6,297,715 | 4,360,632 | 6,297,715 |
| 11,467,369 | 11,267,040 | 11,467,369 | 11,267,040 |
The fair value of the Notes as at 30 June 2025 was estimated at €4,360,632 (31 December 2024: €6,297,715) by an independent valuer, in accordance with generally accepted principles and appropriate valuation methodologies followed internationally. A Discounted Cash Flows (DCF) methodology was used incorporating an estimated 14.43% (2024:15.67%) cost of equity and assuming expected coupons from the Galaxy IV Funding DAC securitisations until April 2026. On the other hand, the fair value of the Notes excludes any expected coupon from the Cosmos Securitisation DAC, Galaxy II Funding DAC, and Orion X Securitisation DAC securitisations as they have not met yet the expected cash flow generation. Also, it should be noted, that the valuation assumes that B1 Mezzanine Noteholders may exercise under the relevant Transaction Documentation their call option to acquire the Notes in those Securitization Transactions where the cashflows from performance of the underlying portfolios exceed the strike price of such call option. Hence no Principal repayments on the mezzanine Notes have been considered in their fair value methodology.
The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:
| 30 June 2025 | Level 1 € |
Level 2 € |
Level 3 € |
Total € |
|---|---|---|---|---|
| Financial assets Mezzanine notes (Class B2) |
- | - | 4,360,632 | 4,360,632 |
| Total | - | - | 4,360,632 | 4,360,632 |
| 31 December 2024 | Level 1 | Level 2 | Level 3 | Total |
| € | € | € | € | |
| Mezzanine notes (Class B2) | - | - | 6,297,715 | 6,297,715 |
| Total | - | - | 6,297,715 | 6,297,715 |
| 01/01/2025- 30/06/2025 |
01/01/2024- 30/06/2024 |
|
|---|---|---|
| € | € | |
| Interest income from financial assets at FVTPL | 545,147 545,147 |
1,561,376 1,561,376 |
| 6. Administration expenses | ||
| 01/01/2025- | 01/01/2024- | |
| 30/06/2025 | 30/06/2024 | |
| € | € | |
| Rent Municipality taxes |
4,134 250 |
4,134 250 |
| Auditors' remuneration | 33,320 | 33,320 |
| Accounting fees | 20,000 | 20,000 |
| Legal fees | 5,043 | 5,036 |
| Directors' fees Other professional fees |
12,000 98,886 |
12,000 123,119 |
| Internal audit fees | 12,495 | 12,495 |
| Unrecoverable VAT | 32,186 | 37,238 |
| Investor relation fees | 22,000 | 22,000 |
| 240,314 | 269,592 | |
| 7. Finance income/(costs) | ||
| 01/01/2025- | 01/01/2024- | |
| 30/06/2025 | 30/06/2024 | |
| € | € | |
| Interest income from bank deposits | 54,844 | 98,345 |
| Finance income | 54,844 | 98,345 |
| Bank charges | (5,338) | (5,159) |
| Finance costs | (5,338) | (5,159) |
| Net finance income | 49,506 | 93,186 |
| 8. Profit per share attributable to equity holders | ||
| 01/01/2025- 30/06/2025 |
01/01/2024- 30/06/2024 |
|
| Profit/(loss) attributable to shareholders (€) | 179,525 | (3,434,997) |
| Weighted average number of ordinary shares in issue during the period | 86,941,164 | 86,941,164 |
| Profit per share attributable to equity holders (cent) | 0.21 | (3.95) |
| 30/06/2025 | 31/12/2024 | |
|---|---|---|
| € | € | |
| Corporation tax | 160,271 | 160,271 |
| 160,271 | 160,271 |
| Financial assets | 01/01/2025- 30/06/2025 |
01/01/2024- 31/12/2024 |
|---|---|---|
| € | € | |
| Balance at 1 January | 6,297,715 | 16,133,784 |
| Interest income | 545,147 | 2,210,213 |
| Fair value change of financial assets at fair value through profit or loss | (167,830) | (6,471,482) |
| Coupons received | (2,314,400) | (5,574,800) |
| Balance at 30 June/31 December | 4,360,632 | 6,297,715 |
Financial assets designated as at fair value through profit or loss are analysed as follows:
| 30/06/2025 | 31/12/2024 | |
|---|---|---|
| € | € | |
| Financial assets at fair value through profit or loss | ||
| Mezzanine notes (Class B2) | 4,360,632 | 9,672,401 |
| 4,360,632 | 9,672,401 | |
| 11. Cash and cash equivalents | ||
| Cash balances are analysed as follows: | ||
| 30/06/2025 | 31/12/2024 | |
| € | € | |
| Cash at bank | 7,106,737 | 4,969,325 |
| 7,106,737 | 4,969,325 |
Bank deposits are held with banks with external credit rating of BB+ B.
| 30/6/2025 Number of shares |
30/6/2025 € |
31/12/2024 Number of shares |
31/12/2024 € |
|
|---|---|---|---|---|
| Authorised Ordinary shares Reduction of nominal value of each ordinary |
86,941,164 | 6,398,870 | 86,941,164 | 14,223,574 |
| share | - | - | - | (7,824,704) |
| 86,941,164 | 6,398,870 | 86,941,164 | 6,398,870 | |
| Issued and fully paid Balance at 1 January 2025/1 January 2024 Reduction of nominal value of each ordinary |
86,941,164 | 6,398,870 | 86,941,164 | 14,223,574 |
| share | - | - | - | (7,824,704) |
| Balance at 30 June 2025/31 December 2024 |
86,941,164 | 6,398,870 | 86,941,164 | 6,398,870 |
Upon incorporation on 27 April 2022 the Company issued to the subscribers of its Memorandum of Association 313,120 ordinary shares of €0.27 each at nominal value.
On 14 July 2022, the Company increased its issued share capital by 86,628,044 to 86,941,164 of €0.27 each at nominal value. The new shares were issued to ASH in exchange for contribution of notes/bonds at a fair value of €22,495,540 based on the valuation of independent valuers and cash amounting to €894,032.
On 7 August 2023, during the Company's AGM, the shareholders approved the Board of Directors' proposal to reduce the nominal value of each ordinary share by €0.1064 from €0.27 to €0.1636 each.
On 16 October 2023, the share capital reduction was approved via court order. The Company's issued share capital was reduced to €14,223,574 divided in 86,941,164 ordinary shares of €0.1636 each. The amount of the share capital reduction was distributed to the Company's shareholders in cash.
On 18 June 2024, during the Company's AGM, the shareholders approved the Board of Directors' proposal to reduce the nominal value of each ordinary share by €0.09 from €0.1636 to €0.0736 each.
On 25 October 2024, the share capital reduction was approved via court order. The company's issued share capital was reduced to €6,398,870 divided in 86,941,164 ordinary shares of €0.0736 each. The amount of the share capital reduction was distributed to the Company's shareholders in cash.
Upon incorporation on 27 April 2022 the Company issued to the subscribers of its Memorandum of Association 313,120 ordinary shares of nominal value €0.27 each.
On 14 July 2022, the Company increased its issued share capital by 86,628,044 to 86,941,164 of €0.27 each at nominal value. The new shares were issued to ASH in exchange for contribution of notes/bonds at a fair value of €22,495,540 based on the valuation of independent valuers and cash amounting to €894,032.
On 7 August 2023, during the Company's AGM, the shareholders approved the Board of Directors' proposal to reduce the nominal value of each ordinary share by €0.1064 from €0.27 to €0.1636 each.
On 16 October 2023, the share capital reduction was approved via court order. The Company's issued share capital was reduced to €14,223,574 divided in 86,941,164 ordinary shares of €0.1636 each. The amount of the share capital reduction was distributed to the Company's shareholders in cash.
On 18 June 2024, during the Company's AGM, the shareholders approved the Board of Directors' proposal to reduce the nominal value of each ordinary share by €0.09 from €0.1636 to €0.0736 each.
On 25 October 2024, the share capital reduction was approved via court order. The company's issued share capital was reduced to €6,398,870 divided in 86,941,164 ordinary shares of €0.0736 each. The amount of the share capital reduction was distributed to the Company's shareholders in cash.
| 30/06/2025 | 31/12/2024 | |
|---|---|---|
| € | € | |
| Other creditors | 50,867 | 39,164 |
| VAT | - | 4,595 |
| Accruals | 58,215 | 47,500 |
| Payables to other related parties (Note 15.2) | 9,086 | 9,143 |
| 118,168 | 100,402 |
| 30/06/2025 | 31/12/2024 | |
|---|---|---|
| € | € | |
| Corporation tax | 14,114 | 12,614 |
| 14,114 | 12,614 |
The following transactions were carried out with related parties:
The remuneration of Directors and other members of key management was as follows:
| 01/01/2025- 30/06/2025 € |
01/01/2024- 30/06/2024 € |
|
|---|---|---|
| Directors' fees | 12,000 | 12,000 |
| 15.2 Payables to related parties (Note 13) | 30/06/2025 | 31/12/2023 |
| Name Shareholders' current accounts - credit balances |
€ 9,086 |
€ 9,143 |
| 9,086 | 9,143 |
During July 2025, the Company received coupon payments of €1,157,200 from the Galaxy IV Funding DAC. As regards Cosmos Securitisation DAC, Galaxy II Funding DAC and Orion X Securitisation DAC, a HAPS Deferred Interest Event, as defined on the Asset Protection Schemes of Hercules ("HAPs") of L.4649/2019, has occurred for the interest payment date of 25 July 2025, resulting to the deferral of the coupons due and payable to the mezzanine noteholders. Remedial actions are already being taken by the servicer of the notes for the acceleration of the portfolios' performance.
On 1 July 2025, during the Company's AGM, the shareholders approved the proposal of the Board of Directors to reduce the share capital of the Company by €4,347,058.20 by reducing the nominal value of the shares from €0.0736 each to €0.0236 each. The capital reduction is expected to be completed in the fourth quarter of the financial year 2025.
There were no other material events after the reporting period, which have a bearing on the understanding of the interim financial statements.
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