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Samara Asset Group p.l.c

Interim / Quarterly Report Oct 2, 2025

10198_rns_2025-10-02_32a1907e-10f9-410a-8fb0-3837f343abbf.pdf

Interim / Quarterly Report

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Grant Thornton Malta

Fort Business Centre, Level 2 Triq L-lntomjatur, Zone 1 Central Business District Birkirkara CBD1050 Malta T +356 20931000

Report on review of interim financial information

To the Shareholders of Samara Asset Group pie

Introduction

We have reviewed the accompanying condensed consolidated statement of financial position of Samara Asset Group pie for the period ended 30 June 2025 and the related condensed consolidated statement of profit or loss, condensed consolidated statement of cash flows for the period then ended, and selected explanatory notes [the "interim financial information"). The Directors are responsible for the preparation and fair presentation of these condensed interim financial statements in accordance with International Financial Reporting Standards [IFRSs) as adopted by the European Union [EU) applicable to interim financial reporting [International Accounting Standard 3'+ 'Interim Financial Reporting'). Our responsibility is to express a conclusion on this interim financial information based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements [ISRE) 2'+10 [Revised), Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim financial information does not give a true and fair view of the financial position of Samara Asset Group pie as at 30 June 2025 and of its financial performance and cash flows for the period then ended in accordance with International Accounting Standard 3'-1- - Interim financial reporting.

Mark Bugeja Principal] for and on behalf of GRANT THORNTON

Fort Business Centre T riq L-lntornjatur, Zone 1 Central Business District Birkirkara CBD 1050 Malta

2'-1- September 2025

Samara Asset Group plc

Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the period 1 January to 30 June 2025

2025 2024
(6 months) (6 months)
Notes I 31 OUR 15 Of R
(unaudited) (unaudited)
Net (loss) gain on sale of investments and intangible assets 3 (951,548) 6,226,495
GROSS OPERATING (LOSS)/ PROFIT (951,548) 6,226,495
Administrative expenses (2,542,234) (916,208)
Other income 4 582,100 747,691
(LOSS)/ PROFIT ON ORDINARY ACTIVITIES (2,911,682) 6,057,978
Finance cost 5 (1,727,610) (1,289,387)
(Loss)/ Profit for the year before taxation (4,639,292) 4,768,591
Taxation 8
(LOSS)/ PROFIT FOR THE YEAR AFTER TAXATION (4,639,292) 4,768,591
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be taken to profit or loss:
Quoted investments at FVOCI (23,492,090) (1,417,857)
Unquoted investments ar FVOCI 49,158,881 5,871,384
Fair value movement of intangible assets 769,652 4,930,275
Foreign exchange translations on FA at FVOCI (2,722,099) 1,454,890
23,714,344 10,838,692
TOTAL COMPRE HENSIVE INCOME 19,075,052 15,607,283

Samara Asset Group plc

Condensed Consolidated Statement of Financial Position

For the period 1 January to 30 June 2025

As at As at
30 June 2025 31 December 2024
Notes ETUR 13 Ols
(unaudited) (audited)
ASSETS
Non-current assets
Intangible assets 9 7,995,695 44,588,935
Property, plant and equipment 10 9,204 11,711
Investment in subsidiaries 11 240
Investments at FVOCI 12 273,412,521 231,086,166
Other investments 6,989,203
Trade and other receivables 13 931,766 931,766
Deferred tax assets 12,236 12,236
Total Non-Current Assets 282,361,422 283,620,257
Current assets
Loan receivables 14 4,100,785
Trade and other receivables 13 1,990,273 1,596,003
Cash and cash equivalents 2,158,856 1,975,080
Total Current Assets 8,249,914 3,571,083
TOTAL ASSETS 290,611,336 287,191,340
EQUITY AND LIABILITIES
Equity
Share capital 4,609,538 4,609,538
Share premium 106,094,107 106,094,107
Treasury stock (38,370) (34,855)
Treasury stock reserve (3,496,953) (3,342,395)
Fair value reserve 69,575,404 70,069,065
Retained earnings 77,105,523 57,536,809
Total Equity 253,849,249 234,932,269
Non-current liabilities
Debt securities in issue 18 17,623,910 17,583,153
Interest-bearing loans 16 12,466,686 15,909,612
Total Non-current Liabilities 30,090,596 33,492,765
Current liabilities
Debt securities in issue 18 47,222 59,126
Interest-bearing loans 16 2,876,800 12,735,931
Trade and other payables 17 3,747,469 5,971,249
Total Current Liabilities 6,671,491 18,766,306
Total Liabilities 36,762,087 52,259,071
TOTAL EQUITY AND LIABILITIES 290,611,336 287,191,340

Samara Asset Group plc Condensed Consolidated Statement of Cash Flows For the period 1 January to 30 June 2025

20225 20224
(6 months) (6 months)
BROOKS THUIR
(unaudited) (unaudited)
(Loss)/ Income before taxation (4,639,292) 4,768,591
Adjustments for:
Depreciation 2,507 1,991
Interest receivable (475,994) (675,433)
Interest payable 1,727,610 811,061
Impairment loss on investments 1,202,660
Loss on disposal of nvestment on FVOCI 2,520,590
Loss on disposal of intangible assets 1,847,769 (5,681,832)
Operating profit (loss) before working capital: 2,185,850 (775,622)
Movement in other assets (4,100,785)
Movement in receivables (260,793) 6,554,904
Movement in payables 3,842,602 1,205,881
Cash from operations 1,666,874 6,985,163
Interest paid (384,453) (772,198)
Interest received 475,994
NET CASH GENERATED FROM OPERATING ACTIVITIES 1,758,415 6,212,965
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of intangible assets (4,847,861) (11,683,772)
Proceeds from sales of intangible asset 40,227,311 22,882,660
Additional contribution to subsidiary (1,202,420) (1,295,351)
Proceeds from sales of AFS investments 6,027,470 2,320,837
Purchase of AFS investments (27,929,721) (78,722,158)
Purchase of other investments 6,989,203
NET CASH GENERATED FROM (USED IN) INVESTING ACTIVITIES 19,263,982 (66,497,784)
CASH FLOW FROM FINANCING ACTIVITIES
Issuance of share capital 1,721,023
Issuance of share premium 51,217,644
Repurchase of own shares (158,073) (404,361)
Reissuance of own shares 2,615,258
Bank loan advances 8,295,449
Interest from bank loans (1,608,054)
Repayment of third party loans (13,302,057)
Bond issue cost 28,853
NET CASH (USED IN) GENERATED FROM FINANCING ACTIVITIES (15,039,331) 63,445,013
Net movement in cash and cash equivalents 5,983,066 3,160,194
Cash and cash equivalents at the beginning of the period (6,250,320) (7,548,913)
CASH AND CASH EQUIVALENTS AT
END OF THE PERIOD (267,254) (4,388,719)

Notes to Condensed Consolidated Financial Statements as of 30 June 2025

Note 1

2

3

Statement of Compliance

The financial statements of Samara Asset Group plc have been prepared in accordance with the requirements of IFRS as issued by the IASB and as adopted by the EU. Assets and liabilities are measured at historical cost except for the financial assets where these were measured at fair value through other comprehensive income (FVTOCI) and those at fair value through profit or loss (FVTPL).

The Consolidated Financial Statements have also been prepared in accordance with the provisions of the Companies Act, 1995 (Chapter 386, Laws of Malta).

Significant Accounting Policies

The principal accounting policies applied in the preparation of these financial statements have been consistently applied to all the financial periods presented, unless otherwise stated.

Equity Instruments. The company elects, on an investment, to recognize an equity investment that is not held for trading. Other equity instruments are classified as measured at FVTPL.

Total gains or losses recognized in OCI are kept within OCI on disposal of an investment.

Equity instruments are classified either as "held-for-trading" or "available-for-sale" assets since the latter would be intended to be held for an indefinite period.

Loss on Sale of Investments

30 June 2025 30 June 2024
Sale of exchangeable notes 90.940
Revenue from funds a 1,207,665 5,579,110
Gain/(Loss) on Trading of Investments b (2.159.213) 556.445
Loss on Sale of Investments (951,548) 6,226,495

Revenue from funds a

0
Sale of Redstone Fund 573.663
Redemption of Animus Fund 541,175
Distributions - Clocktower Fund 92.827
1,207,665

b. Loss on Trading of investments

Sale of BTC (2,159,213)

Loss on sale of BTC is arrived at after deducting the cost of the sold BTC from revenue received.

4 Other Income

30 June 2025 30 June 2024
Interest income from loans 475,994 726,159
Interest income from banks 106,106 21,532
Total Other income 582,100 747,691
Finance
Costs
30 June 2025
30 June 2024
Finance Cost a 1,727,610 1,289,387
30 June 2025 30 June 2024
a
Bank interests & charges (444,462) (479,565)
Interest-expense on loans (598,951) (811,061)
Interest expense on Bond (1,009,103) -
Bond issue cost (28,853) -
Realised gain/(loss) on exchange 353,759 1,239
(1,727,610) (1,289,387)

6 Compensation and Benefits of Employees and Directors

30 June 2025 30 June 2024
Directors' fee 44,000 36,000
Wages and Salaries 188,594 152,578
232,594 188,578

7 Earnings per Share

30 June 2025 30 June 2024
Earnings per share 0.21 0.17

The earnings per share of the Group is calculated on the profits attributable to shareholders of € 19,075,052 (30 June 2024: €15,607,283), divided by 91,424,360 (the average number of shares of 92,191,760 less buyback of own shares 767,400) (30 June 2024: 91,037,360 (91,637,960 less buyback of own shares 600,600).

Taxation

No tax is chargeable up till the time of reporting on the Holding Company in view of the participation exemption holding' tax rule.

Intangible Assets

7,995,695 44,588,935
Change in fair value 794,410 9,615,708
Cost 7,201,285 34,973,227
Digital Assets:
30 June 2025 31 Dec 2024

10

9

Property, Plant and Equipment

Computer
Equipment
Computer
Software
Total
Cost
At 1 January 2024 17,636 46,420 64,056
Additions 6,988 6,988
At 31 December 2024 24,624 46,420 71,044
Depreciation
At 1 January 2024 8.844 46,420 55,264
Charge for the year 4,069 4,069
At 31 December 2024 12,913 46,420 59,333
Net book value at 31 December 2024 11,711 11,711
Cost
At 1 January 2025
Additions
24,624 46,420 71,044
At 30 June 2025 24,624 46,420 71.044
Depreciation
At 1 January 2025 12,913 46,420 59,333
Additions 2,507 2,507
At 30 June 2025 15,420 46,420 61.840
Net book value at 30 June 2025 9,204 9,204

149,704,843 149,181,037
Impairment (1,202,420) (5,846,875)
Additions during the year 1.726.226 154,650,446
As at 1st January 149,181,037 377,466
Cost
Parent
30 June 2025
Parent
31 Dec 2024

Investment in Subsidiaries

Investment in subsidiaries consist of investment in Samara Asset Holdings Limited, which is a 100% owned subsidiary of Samara Asset Group plc which acts as a holding company, holding most of the LP stakes of the Group. These are eliminated at consolidation.

Investments at FVOCI

30 June 2025 31 Dec 2024
Quoted
As at 1st January 55,048,175 35,196,896
Movements (at cost) (3,996,717) (6,106,536)
Fair value movement (23,492,090) 25,957,815
27,559,368 55,048,175
Unquoted
Opening balances 176,037,991 72,874,774
Movements (at cost) 23,378,380 85,219,257
Unrealised gain on exchange (2,722,099) 1,897,266
Fair value movement 49,158,881 16,046,694
245,853,153 176,037,991
Total Quoted and Unquoted Equity
Quoted 27,559,368 55,048,175
Unquoted 245,853,153 176,037,991
273,412,521 231,086,166

12

11

Trade & Other Receivables

30 June 2025 31 Dec 2024
Amounts falling due after more
than one year:
Other receivables 931,766 931,766
Amounts falling due within one
year:
Amounts due from subsidiary 184.372 975
Third party loans 38,000 38,000
Convertible notes 331,928 331,928
Amounts due from related
parties
278,988 171,194
Taxation refundable 118,236 118,236
VAT recoverable 5,758 26,430
Other current receivables 83,545
Prepayments and accrued
income
1,032,991 825,695
1,990,273 1,596,003

14

13

Loans receivable

Loans receivable consist of the following short terms loans as of 30th June 2025:

4.100.785
Loan to Apeiron SICAV Limited 871.460
Loan to Apeiron Investment Group 3,099,325
Loan to Deutsche Digital Assets
GmbH
130,000
e

15

Equity

a) Share Capital

Issued, allotted and 100% paid-up as of 30th June 2025

Total share capital as of 30th June 2025: 92,190,761

Capital reserves

represent the excess paid by shareholders over the nominal value of the shares at €0.05 each.

Retained Earnings

Being accumulated earnings of operating profits after tax, if applicable, and after adjusting for 'other comprehensive income. The profit is attributable to equity holders.

Revaluation Reserves

Represent the amount paid for over the nominal value to buy back treasury stock

Fair Value (OCI) Reserves

Fair value reserve represents the accumulated changes in fair value of the company's investments at FVOCI and intangible assets. Upon disposal of the investments and intangible assets, the related fair value will be transferred directly to retained earnings.

16

Interest Bearing Loans

Current 2.876.800 12,735,930
Non-current 12,466,686
15,343,486
15,909,613
28,645,543

17

18

Trade & Other Payables

30 June 2025 31 Dec 2024
Bank overdrafts 2,426,110 4,976,524
Trade creditors 301,863 139,216
Amounts due to related parties 154.224 60,224
Taxation 150,242 348,653
Accruals 715,030 446,632
3,747,469 5,971,249

Debts securities in issue

30 June 2025 31 Dec 2024
Non- current
Bonds in issue 17,623,910 17,583,153
Current
Bonds in issue 47, 2222 59,126

The Company issued €20,000,000 bonds on 4 November 2024 of €1,000 nominal value per bond (ISIN NO001336439).

19

Fair Value of Financial Instruments

Our financials are based on IFRS 13 for fair value measurements. Our valuation of 'fair value' is the price that a financial asset can be sold at in an orderly transaction in a market on that date under market conditions, irrespective to whether the price is observable on an Exchange or using valuation approach. IFRS 13 does not preclude SAG from using its own collected data where it always obtains financial information directly from the investee to compare the NAV against market value of the market-participant.

20

Subsequent Events

· As of 30 June 2025, the Statement of Financial Position includes an investment in 367.5 million Plasma XPL tokens. Plasma is a high-performance Layer 1 blockchain specifically designed to support

global stablecoin transactions. Stablecoins have emerged as a dominant use case within the cryptocurrency ecosystem, with a total supply exceeding \$220 billion and monthly transaction volumes in the trillions.

Plasma addresses the unique demands of stablecoin infrastructure by offering zero transaction fees, support for confidential payments, and scalable throughput capable of meeting global demand.

XPL serves as the native utility token of the Plasma blockchain. It facilitates transactions across the network and provides incentives to validators who support network operations by confirming transactions.

At the time of writing, the Plasma XPL token is trading at approximately \$0.71, with a daily trading volume exceeding \$446,000. CoinMarketCap provides real-time updates on the token's USD valuation. Upon official launch, the mark-to-market valuation of SAG's holdings is expected to approach \$261 million, which would positively impact the company's Balance Sheet.

For reasons of prudence and transparency, the current Balance Sheet does not reflect this potential market valuation.

  • · On 31st July 2025, SAG sold its subsidiary SAG US at a nominal amount of US\$450,000 payable within 12 months bearing interest of 3% p.a.
  • · On 18th July 2025, SAG entered into a Bond Loan Agreement with Apeiron Investment Group Limited, lending the company €2,000,000 at interest of 2.5% per annum and repayable in full by 31st December 2025. During the term of the bond loan, the borrower shall, on repaying the loan, pay to SAG an amount of interest accrued on the bond loan during the term of the loan.

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