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Global Wealth Group PLC

Interim / Quarterly Report Oct 14, 2025

2537_ir_2025-10-14_85dfa8e9-baf4-4c6f-ac43-ad133e11e946.pdf

Interim / Quarterly Report

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INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Period from 1 January 2025 to 30 June 2025

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONTENTS PAGE
Board of Directors and other officers 1
Consolidated Management Report 2 - 4
Declaration of the members of the Board of Directors and the company officials responsible for
the preparation of the interim condensed consolidated financial statements
5
Consolidated statement of profit or loss and other comprehensive income 6
Consolidated statement of financial position 7
Consolidated statement of changes in equity 9
Consolidated cash flow statement 10
Notes to the interim condensed consolidated financial statements 12 - 33

BOARD OF DIRECTORS AND OTHER OFFICERS

Board of Directors: Michael Ioannides Chairman and CEO of the Company
Alexios Vandorou Member and CEO of Real Estate Segment
Eleftherios Kontos Vice Chairman and CIO of the Company
Ilias Georgouleas Member and CEO of Global Money Managers Ltd
Maria Panagiotou Member and CEO of Global Money Managers
AIFM Ltd
Konstantinos Georgaras Member
Company Secretary: DGH Secretarial Ltd
Independent Auditors: KPMG Limited
Registered office: 12 Prevezis
Nicosia
1065
Cyprus
Bankers: Bank of Cyprus Public Company Ltd
Optima Bank S.A
Registration number: ΗΕ415785

CONSOLIDATED MANAGEMENT REPORT

The Board of Directors of GLOBALWEALTH GROUP PLC ("the Company" or the "Group") presents the unaudited interim condensed consolidated financial statements for the financial period 01 January 2025 until 30 June 2025.

Principal activities and nature of operations of the Group

During the first half of 2025, the Group completed the strategic transformation approved on 03 July 2024. Following the final approval from CySEC on 28/03/2025, the acquisition of the UCITS and AIF management companies was completed on 24/04/2025. From that date the financial results of the two asset management companies were consolidated in the Group's financial statements.

The Group operates primarily in the markets of Cyprus and Greece, and its activities now include real estate development and management through UCITS and AIF structures and other investments.

Financial review and performance

The Group's financial performance during the first half of 2025 reflects the inclusion of new subsidiaries and the completion of the reverse takeover transaction on 24 April 2025

  • Revenue & other income: The Group's revenue and other income increased to €1,405,158, primarily driven by the asset management segment and private equity investment gains.
  • Profitability: The Group recorded a net profit for the period of €727,572, primarily driven by the asset management segment and private equity investment fair value gains.
  • Financial Position: As of 30 June 2025, total assets stood at €25,628,430, reflecting the business combination including goodwill.
  • Equity: Total equity increased to €25,375,624 as at 30 June 2025, reflecting mainly the shares issued at a premium to their nominal value, in consideration for the acquisition of the asset management companies.

The results are not directly comparable with prior periods due to the consolidation of the new subsidiaries from April 2025. The management draws attention to Note 17 regarding Intangible Asstes recognition for the RTO.

Significant events during the period

During the period, the Group completed the acquisition of GMM Global Money Managers Ltd and GMM Global Money Managers AIFM Ltd, following CySEC approval. The transaction was structured as a reverse takeover and accounted for as a business combination under IFRS 3.

On 24 April 2025, 59,130,974 new ordinary shares were issued at a price of €0.372055 per share, representing total consideration of €22,000,000.

The Group also invested €579,000 in convertible notes in private equity and made an initial €541,151 investment in Wealthyhood Ltd through a convertible loan agreement.

On 14 April 2025, the Company initiated a strategic investment in the UK-based wealthtech company Wealthyhood Limited. During the period, following the signing of the term sheet and the announcement of Wealthyhood's seed round, the Company proceeded with an initial investment of €541,151 (GBP 455,000) via a convertible loan agreement. A subsequent agreement was signed on 14 September 2025 by which, in aggregate, the Company shall acquire 34.20% of total shares outstanding and 32.04% interest on a fully diluted basis in Wealthyhood Limited. The total consideration for the acquisition (including the amount of the convertible loan agreements) of the preferred shares shall be €1,540,000 in cash. The transaction includes the acquisition of additional ordinary shares from existing shareholders of Wealthyhood Limited. The consideration for this acquisition will be paid with new ordinary shares of the Company.

During the first half of 2025, the Group reassessed its investment in WEALTHLIVING I.K.E., in which it holds a 49% interest. Although in the prior year the entity was consolidated as a subsidiary due to de facto control, during the current year the Group concluded that it no longer exercises control due to the fact that members of the Board of Directors of the Group disposed their stakes totaling 10% in WEALTHLIVING I.K.E..

CONSOLIDATED MANAGEMENT REPORT

Principal risks and uncertainties

The principal risks and uncertainties faced by the Group include, but are not limited, to the following:

Use of financial instruments by the Group

The Group is exposed to market price risk, interest rate risk, credit risk and liquidity risk from the financial instruments it holds.

Market price risk

The Group is exposed to equity securities price risk because of investments held by the Group and classified on the consolidated statement of financial position either as fair value through other comprehensive income or at fair value through profit or loss. The Group is not exposed to commodity price risk.

Interest rate risk

Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. The Group's income and operating cash flows are substantially independent of changes in market interest rates as the Group has no significant interest-bearing assets.

Credit risk

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 and cash equivalents, contractual cash flows of debt investments carried at amortised cost, at fair value through other comprehensive income (FVOCI) and at fair value through profit or loss (FVTPL), favourable derivative financial instruments and deposits with banks and financial institutions, as well as credit exposures to wholesale and retail customers, including outstanding receivables and contract assets as well as lease receivables. Further, credit risk arises from credit related commitments.

If counterparties are independently rated, these ratings are used. Otherwise, if there is no independent rating, Management assesses the credit quality of the counterparties, taking into account its financial position, past experience and other factors.

The Group's investments in debt instruments are considered to be low risk investments.

Liquidity risk

Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enhances profitability, but can also increase the risk of losses. The Group has procedures with the object of minimising such losses such as maintaining sufficient cash and other highly liquid current assets.

Currency risk

The Company is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the U.S. Dollar, and British Pound. Foreign currency risk arises from investments in foreign bonds and loans denominated in a currency that is not the company's functional currency. We monitor our exposure to foreign currency fluctuations and may utilize financial instruments to hedge certain exposures.

Operational and Strategic risks

The Group's operations in Cyprus and Greece are influenced by local and global economic conditions. Geopolitical instability in Eastern Europe and the Middle East, coupled with global inflationary pressures and fluctuating interest rates, poses indirect risks to operating costs and the overall economic climate.

Fluctuations in energy prices, high inflation, and volatility in foreign exchange and interest rates. The impact of new tariffs imposed by the US and the reaction from China, disrupting global supply chains, may indirectly affect the Group's operational costs and asset values.

The asset management industry is undergoing rapid technological change. Failure to innovate and adapt could impact the Group's competitive position. The strategic focus on digital transformation is designed to mitigate this risk. The financial services and real estate sectors are highly competitive. The Group faces competition from established players as well as agile fintech entrants.

The Group faces the risk of failing to successfully integrate the operations, administrative processes, and human capital of the acquired entities and investments. Delays or failures in integration could prevent the realization of anticipated commercial synergies and strategic objectives

Regulatory Compliance risk

The acquisition of GMM Global Money Managers Ltd and GMM Global Money Managers AIFM Ltd subjects the Group to strict financial services regulations and compliance requirements (e.g., CySEC, MiFID II, AIFMD). Failure to maintain licenses, adhere to capital adequacy, or comply with operational conduct rules could result in significant penalties, revocation of licenses, and reputational damage.

CONSOLIDATED MANAGEMENT REPORT

Technology and Cybersecurity risk

The investments in technology platforms, introduce significant exposure to technology risks, including system outages, data breaches, and failure to comply with evolving data protection regulations (GDPR).

Capital Structure and Dilution risk

The RTO, the Employee Share Option Scheme and any other capital increase for acquisitions or otherwise will substantially increase the Group's issued share capital. This poses a risk of dilution to existing shareholders' ownership percentage and could negatively impact the profitability of the Group on a per share basis.

Financial Accounting risk

The initial accounting treatment of new investments and the RTO (Note 18) potentially exposes the Group to the risk of incomplete or transitional accounting treatment and might require material adjustments upon finalization or annual audit.

Share Capital

The changes in the share capital of the Company during the period are stated in Note 27 of the interim financial statements.

Corporate Governance Code

The Board of Directors, as at the date of this report has not decided to adopt the Corporate Governance Code as it is not required by the Cyprus Stock Exchange Emerging Companies Market.

Board of Directors

The members of the Group's Board of Directors as at 30 June 2025 and at the date of this report are presented on page 1. In accordance with the Company's Articles of Association all Directors presently members of the Board continue in office. There were no significant changes in the assignment of responsibilities of the Board of Directors, as shown on page 1. However the Company operates on a pay-for-performance and since 03 July 2024 the EGM authorized the Board of Directors to establish a share option scheme.

These interim condensed consolidated financial statements are unaudited and have not been reviewed by the Company's external auditors. The information presented is factual and historical in nature and does not include forward-looking statements.

By order of the Board of Directors,

Michael Ioannides Chairman and CEO 14 October 2025

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

In accordance with Article 10 sections (3c) and (7) of the Transparency Requirements (Traded Securities in Regulated Markets) Law 2007 (N 190 (Ι)/2007) (''the Law'') we, the members of the Board of Directors and the Company official responsible for the interim condensed consolidated financial statements of GLOBALWEALTH GROUP PLC (the ''Company'') for the period from 1 January 2025 to 30 June 2025, on the basis of our knowledge, declare that:

  • (a) The annual interim condensed consolidated financial statements of the Group which are presented on pages 6 to 31:
  • (i) have been prepared in accordance with the applicable IFRS Accounting Standards as adopted by the European Union and the provisions of Article 10, 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 Group and the entities included in the interim condensed consolidated financial statements as a whole and
  • b) The management report provides a fair view of the developments and the performance as well as the financial position of the Group as a whole, together with α description of the main risks and uncertainties which they face.

Members of the Board of Directors:

Michael Ioannides

Alexios Vandorou

Eleftherios Kontos

Ilias Georgouleas

Maria Panagiotou

Konstantinos Georgaras

Responsible for drafting the financial statements

Eleftherios Kontos (Financial Manager)

14 October 2025

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

from 1
January 2025
to 30 June
2025
from 1 January
2024 to 30
June 2024
Note
Revenue
Cost of sales
6
7
591,394
(83,580)
-
-
Gross profit 507,814 -
Other operating income
Selling and distribution expenses
8 813,764
(21,003)
-
(53)
Administration expenses
Other expenses
9
10
(536,620)
(11,475)
(37,120)
-
Operating profit/(loss) 752,480 (37,173)
Finance income
Finance costs
296
(28,515)
9,205
(583)
Net finance (costs)/income 13 (28,219) 8,622
Share of results of associates before tax 3,361 (11,424)
Profit/(loss) before tax 727,622 (39,975)
Tax 14 (50) -
Net profit/(loss) for the period/year 727,572 (39,975)
Other comprehensive income - -
Total comprehensive income for the period/year 727,572 (39,975)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION 30 June 2025

Note 2025
2024
ASSETS
Non-current assets
Property, plant and equipment
Right-of-use assets
Intangible assets
Investments in associates
Investment in joint ventures
15
16
17
19
20
31,541
66,429
19,488,504
40,285
35,394
19,662,153
9,445
-
-
-
46,869
56,314
Current assets
Inventories
Trade and other receivables
Loans receivable
Financial assets at fair value through profit or loss
Lease receivables
Cash at bank and in hand
22
23
21
24
25
26
25,000
2,811,278
65,000
2,061,659
-
1,003,340
5,966,277
108,580
413,685
-
159,137
82,510
576,468
1,340,380
Total assets 25,628,430 1,396,694
EQUITY AND LIABILITIES
Equity
Share capital
Share premium
Other reserves
Retained earnings /(accumulated losses)
27
27
28
94,610
23,393,128
(15,991)
438,357
23,910,104
35,479
1,452,259
(15,991)
(281,691)
1,190,056
Non-controlling interests
Advances from shareholders
Total equity
29 -
1,465,520
25,375,624
38,430
-
1,228,486
Non-current liabilities
Lease liabilities
30 38,623
38,623
55,368
55,368
Current liabilities
Trade and other payables
Lease liabilities
Current tax liabilities
31
30
32
195,123
17,210
1,850
110,638
2,202
-
214,183 112,840
Total liabilities 252,806 168,208
Total equity and liabilities 25,628,430 1,396,694

CONSOLIDATED STATEMENT OF FINANCIAL POSITION 30 June 2025

On 14 October 2025 the Board of Directors of GLOBALWEALTH GROUP PLC authorised these interim condensed consolidated financial statements for issue.

Alexios Vandorou Eleftherios Kontos

Director Director

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

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Treasury Advances from Reserve for Accumulated Non-controlling
Share capital Share premium shares shareholders own shares losses interests Total
Note
Balance at 1 January 2024 as
previously reported
Impact of correction of errors (Note 8)
34,747
-
1,189,301
-
(13,662)
-
-
-
57,999
-
(75,871)
(111,949)
15,067
-
1,207,581
(111,949)
Balance at 1 January 2024 as restated 34,747 1,189,301 (13,662) - 57,999 (187,820) 15,067 1,095,632
Comprehensive income
Net loss for the year
Total comprehensive income for the year
-
-
-
-
-
-
-
-
-
-
(91,875)
(91,875)
14,167
14,167
(77,708)
(77,708)
Transactions with owners
Issue of share capital
Total transactions with owners
27 732
732
262,958
262,958
-
-
-
-
(57,999)
(57,999)
-
-
-
-
205,691
205,691
Acquisition -
-
-
-
(2,329)
-
-
-
-
-
-
(1,996)
-
9,196
(2,329)
7,200
Balance at 31 December 2024 35,479 1,452,259 (15,991) - - (281,691) 38,430 1,228,486
Balance at 1 January 2025 35,479 1,452,259 (15,991) - - (281,691) 38,430 1,228,486
Comprehensive income
Net profit for the period
Total comprehensive income for the period
-
-
-
-
-
-
-
-
-
-
727,572
727,572
-
-
727,572
727,572
Transactions with owners
Issue of share capital
Proceeds for the period/year
Total transactions with owners
Reclassification of subsidiary to Associate
27 59,131
-
59,131
-
21,940,869
-
21,940,869
-
-
-
-
-
-
1,465,520
1,465,520
-
-
-
-
-
-
-
-
(7,524)
-
-
-
(38,430)
22,000,000
1,465,520
23,465,520
(45,954)
Balance at 30 June 2025 94,610 23,393,128 (15,991) 1,465,520 - 438,357 - 25,375,624

The notes on pages 12 to 31 form an integral part of these interim condensed consolidated financial statements.

CONSOLIDATED CASH FLOW STATEMENT

from 1
January 2025
to 30 June
2025
from 1 January
2024 to 30
June 2024
Note
CASH FLOWS FROM OPERATING ACTIVITIES
Profit/(loss) before tax
Adjustments for:
727,622 (39,975)
Depreciation of property, plant and equipment 15 1,564 -
Depreciation of right-of-use assets 16 6,806 -
Unrealised exchange loss
Amortisation of computer software
17 23,730
92
-
-
Share of profit from associates 19 (3,361) -
Share of loss from joint ventures 20 11,475 -
Fair value gains on financial assets at fair value through profit or loss (806,240) -
Interest income
Interest expense
13
13
(296)
659
(9,205)
-
Reclassification of a subsidiary to Associate (40,285) -
Other (1,164) -
(79,398) (49,180)
Changes in working capital:
Decrease in inventories 83,580 140,171
Increase in trade and other receivables
Increase in financial assets at fair value through profit or loss
(2,397,593)
(1,096,282)
(360,889)
(122,012)
Increase in trade and other payables 84,485 69,430
Cash used in operations (3,405,208) (322,480)
Tax refunded 1,800 -
Net cash used in operating activities (3,403,408) (322,480)
CASH FLOWS FROM INVESTING ACTIVITIES
Payment for purchase of intangible assets
17 (19,530,763) -
Payment for purchase of property, plant and equipment 15 (59,233) (200)
Payment for purchase of investments in associated undertakings 19 (36,924) -
Loans granted 17,510 -
Loans repayments received
Deposits in joint ventures
20 -
-
218,805
(46,869)
Interest received 296 9,205
Net cash (used in)/generated from investing activities (19,609,114) 180,941
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of share capital 22,000,000 205,691
Advances from shareholders
Payment for purchase of treasury shares
1,465,520
-
-
(10,081)
Payments of leases liabilities (1,737) (32,695)
Unrealised exchange (loss) (23,730) -
Interest paid (659) -

CONSOLIDATED CASH FLOW STATEMENT

from 1
January 2025
to 30 June
2025
from 1 January
2024 to 30
June 2024
Note
Net cash generated from financing activities 23,439,394 162,915
Net increase in cash and cash equivalents 426,872 21,376
Cash and cash equivalents at beginning of the period/year 576,468 555,090
Cash and cash equivalents at end of the period/year 26 1,003,340 576,466

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Period from 1 January 2025 to 30 June 2025

1. Incorporation and principal activities

Country of incorporation

The Company GLOBALWEALTH GROUP PLC (the ''Company'') was incorporated in Cyprus on 27th November 2020 as a private limited liability company under the provisions of the Cyprus Companies Law, Cap. 113. Its registered office is at 12 Prevezis, Nicosia, 1065, Cyprus.

The Company is listed on the Cyprus Stock Exchange (''CSE'') on the Emerging Companies Market.

The Company is also operating through a branch in Greece, Wealthavenue Plc Ypokatastima Elladas ("the Branch"). These financial statements include the financial performance, cash flows and financial position of the Branch. The Branch operates under Commercial Registration No. 164969401001 issued in Greece on 11 July 2022. The Branch performs real estate construction activities. The address of the registered office of the Branch is 43 Leoforos Iasonidou, Ellinikou Argyroupolis, 16777 Athens.

Unaudited financial statements

The interim condensed consolidated financial statements for the six months ended on 30 June 2024 and 2025 respectively, have not been audited or reviewed by the external auditors of the Company. The information presented is factual and historical in nature and does not include forward-looking statements.

2. Basis of preparation

These interim condensed consolidated 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. These interim condensed consolidated financial statements have been prepared under the historical cost convention exept in the case of the financial assets and financial liabilities at fair value through profit or loss, which are measured at their fair value.

The preparation of financial statements in conformity with IFRS Accounting Standards requires the use of certain critical accounting estimates and requires Management to exercise its judgment in the process of applying the Group's accounting policies. It also requires the use of assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on Management's best knowledge of current events and actions, actual results may ultimately differ from those estimates.

3. Functional and presentation currency

The interim condensed consolidated financial statements are presented in Euro (€) which is the functional currency of the Group.

4. Adoption of new or revised standards and interpretations

During the current period the Group 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 2025. This adoption did not have a material effect on the accounting policies of the Group.

5. Material accounting policies

The interim condensed consolidated financial statements, which are presented in Euro, have been prepared in accordance with IFRS Accounting Standards, including IAS 34 ''Interim Financial Reporting''

The accounting policies used in the preparation of the interim condensed consolidated financial statements are in accordance with those used in the annual financial statements for the year ended 31 December 2024.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Period from 1 January 2025 to 30 June 2025

5. Material accounting policies (continued)

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 condensed consolidated financial statements must be read in conjunction with the annual financial statements for the year ended 31 December 2024.

6. Revenue

The Group derives its revenue from contracts with customers for the transfer of goods and services over time and at a point in time in the following major product lines.

Disaggregation of revenue from 1
January 2025
to 30 June
2025
from 1 January
2024 to 30
June 2024
Sales of properties
Rendering of services
112,040
479,354
-
-
591,394 -
7. Cost of sales
from 1
January 2025
to 30 June
2025
from 1 January
2024 to 30
June 2024
Cost of properties sold 83,580
83,580
-
-
8. Other operating income
from 1
January 2025
to 30 June
2025
from 1 January
2024 to 30
June 2024
Gain on derecognition of a subsidiary to associate
Fair value gains on financial assets at fair value through profit or loss

7,524
806,240

-
-
813,764 -

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Period from 1 January 2025 to 30 June 2025

9. Administration expenses

from 1
January 2025 from 1 January
to 30 June 2024 to 30
2025 June 2024
Staff costs 131,519 -
Rent 6,122 -
Common expenses 488 1,455
Licenses and taxes 591 -
Immovable property tax 1,114 -
Electricity 1,929 -
Water supply and cleaning 1,636 1,223
Insurance 650 -
Repairs and maintenance 478 -
Sundry expenses 9,560 9,086
Telephone and postage 1,255 39
Courier expenses 102 -
Stationery and printing 257 -
Subscriptions and contributions 224 72
Computer supplies and maintenance 149 -
Computer software 5,940 -
Auditors' remuneration 1,488 -
Accounting fees 1,500 1,500
Legal and professional 1,240 -
Directors' fees 10,500 -
Other professional fees 43,162 15,150
Overseas travelling 8,249 -
Travelling 12,504 1,205
Inland travelling and accommodation 4,519 720
Entertaining 3,627 -
Management fees 26,482 -
Consulting and Accounting 48,870 -
Services received 4,464 -
Software license 1,450 -
Marketing fees 192,864 -
CSE Expenses 4,925 6,670
Other expenses 300 -
Amortisation of computer software 92 -
Depreciation of right-of-use assets 6,806 -
Depreciation 1,564 -
536,620 37,120

10. Other expenses

from 1
January 2025 from 1 January
to 30 June 2024 to 30
2025 June 2024
Share of loss from joint ventures 11,475 -
11,475 -

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Period from 1 January 2025 to 30 June 2025

11. Expenses by nature

from 1
January 2025 from 1 January
to 30 June 2024 to 30
2025 June 2024
Changes in inventories of finished goods and work in progress 83,580 -
Staff costs (Note 12) 131,519 -
Depreciation and amortisation expense 8,463 -
Auditors' remuneration 1,488 -
Expense relating to leases 6,122 -
Other expenses 326,451 37,173
Total expenses 557,623 37,173

12. Staff costs

from 1
January 2025
from 1 January
to 30 June
2024 to 30
2025
June 2024
Salaries
115,667

-
Social security costs
GHS contribution
12,093
1,446
-
-
Social cohesion fund 2,313
131,519
-
-

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Period from 1 January 2025 to 30 June 2025

13. Finance income/(costs)

from 1
January 2025
to 30 June
2025
from 1 January
2024 to 30
June 2024
Finance income
Bank interest
296 -
Loan interest income - 9,205
296 9,205
Finance costs
Interest expense
Interest on obligations under finance leases
(659) -
Sundry finance expenses
Bank charges
(4,126) (583)
Net foreign exchange losses
Unrealised foreign exchange loss
(23,730) -
(28,515) (583)
Net finance (costs)/income (28,219) 8,622
Interest income is analysed as follows:
2025 2024
Financial assets carried at amortised cost:
Bank deposits
Other loans and receivables
296
-
-
9,205
Total interest income 296 9,205
14. Tax
from 1
January 2025
from 1 January
to 30 June 2024 to 30
2025
June 2024
Defence contribution 50 -
Charge for the period/year 50 -

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Period from 1 January 2025 to 30 June 2025

15. Property, plant and equipment

Furniture,
Computer
fixtures and
Hardware
office
equipment
Total
Cost
Balance at 1 January 2024
Additions
14,216
200
-
-
14,216
200
Balance at 31 December 2024 14,416 - 14,416
Balance at 1 January 2025
Additions
Derecognition due to Reclassification from subsidiary to Associate
14,416
16,773
(14,416)
-
54,676
-
14,416
71,449
(14,416)
Balance at 30 June 2025 16,773 54,676 71,449
Depreciation
Balance at 1 January 2024
Charge for the period
Balance at 31 December 2024
2,088
2,883
4,971
-
-
-
2,088
2,883
4,971
Balance at 1 January 2025
Acquisitions through business combinations
Charge for the period
Derecognition due to Reclassification from subsidiary to Associate
Balance at 30 June 2025
4,971
1,972
-
(4,971)
1,972
-
36,372
1,564
-
37,936
4,971
38,344
1,564
(4,971)
39,908
Net book amount
Balance at 30 June 2025 14,801 16,740 31,541
Balance at 1 January 2025 9,445 - 9,445

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Period from 1 January 2025 to 30 June 2025

16. Right-of-use assets

Land and
buildings
Cost
Balance at 1 January 2024
Termination of lease arrangement
Derecognition of right-of-use asset (transfer to lease receivable)
Acquisitions through business combinations
121,394
(10,268)
(111,126)
146,668
Balance at 30 June 2025 146,668
Depreciation
Balance at 1 January 2024
Charge for the period
Termination of lease arrangement
Derecognition of right-of-use asset (transfer to lease receivable)
Acquisitions through business combinations
Charge for the period
Balance at 30 June 2025
31,701
2,639
(3,423)
(30,917)
73,433
6,806
80,239
Net book amount
Balance at 30 June 2025 66,429

The Group leases several assets including offices The average lease term is 4.00 years (2024: 4.00 years).

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Period from 1 January 2025 to 30 June 2025

17. Intangible assets

Goodwill Computer Total
software
Cost
Additions
19,488,504 42,259 19,530,763
Balance at 30 June 2025 19,488,504 42,259 19,530,763
Amortisation
Acquisitions through business combinations
Amortisation for the period (Note 11)
-
-
42,167
92
42,167
92
Balance at 30 June 2025 - 42,259 42,259
Net book amount
Balance at 30 June 2025
19,488,504 - 19,488,504

Goodwill represents the premium paid to acquire the business of GMM GLOBAL MONEY MANAGERS LTD and GMM GLOBAL MONEY MANAGERS AIFM LTD and is measured at cost less any accumulated impairment losses.

During the period, the Group completed the acquisition of GMM GLOBAL MONEY MANAGERS LTD and GMM GLOBAL MONEY MANAGERS AIFM LTD for total consideration of €22.000.000. The transaction resulted in the recognition of provisional goodwill amounting to €19.488.504.

As at 30 June 2025, the initial accounting for the business combination is incomplete at the time the financial statements were authorised for issue. In this respect, the remaining disclosure requirements could not be made since the fair valuation of the net assets acquired has not yet been finalised.

Management expects to finalise the valuation and fair value assessment by end of the year ended 31 December 2025, at which time any necessary adjustments to the provisional amounts, including goodwill, will be reflected retrospectively as required by IFRS 3.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Period from 1 January 2025 to 30 June 2025

18. Investments in subsidiaries

The details of the subsidiaries are as follows:

Name Country of
incorporation
Principal activities 2025
Holding
%
2024
Holding
%
2025
2024
WEALTH
LIVING IKE
Greece Real estate - Sub
lease of rented
properties
49 - 29,400
GMM GLOBAL
MONEY
MANAGERS
LTD
Cyprus Mutual fund
management
services
100 5,621,253 -
GMM GLOBAL
MONEY
MANAGERS
AIFM LTD
Cyprus Mutual fund
management
services
100 16,378,747 -
22,000,000 29,400

During the period, the Group completed the acquisition of GMM GLOBAL MONEY MANAGERS LTD and GMM GLOBAL MONEY MANAGERS AIFM LTD for total consideration of €22.000.000.

On 24 April 2025, following regulatory approval, the Company completed a reverse takeover through the acquisition of 100% of the share capital of GMM Global Money Managers Ltd, as previously approved by the shareholders at the Extraordinary General Meeting held on 3 July 2024. As consideration, the Company issued 15.108.643 ordinary shares with a nominal value of €0,001 each, at an issue price of €0,372055 per share, corresponding to a total consideration of €5.621.253. The initial accounting for the business combination is incomplete at the time the financial statements were authorised for issue. In this respect, the remaining disclosure requirements could not be made since the fair valuation of the net assets acquired has not yet been finalised.

On 24 April 2025, following regulatory approval, the Company completed a reverse takeover through the acquisition of 100% of the share capital of GMM Global Money Managers AIFM Ltd, as previously approved by the shareholders at the Extraordinary General Meeting held on 3 July 2024. As consideration, the Company issued 44.022.331 ordinary shares with a nominal value of €0,001 each, at an issue price of €0,372055 per share, corresponding to a total consideration of €16.378.747. The initial accounting for the business combination is incomplete at the time the financial statements were authorised for issue. In this respect, the remaining disclosure requirements could not be made since the fair valuation of the net assets acquired has not yet been finalised.

During the year 2025, the Group reassessed its investment in WEALTHLIVING I.K.E., in which it holds a 49% interest. Although in the prior year the entity was consolidated as a subsidiary due to de facto control, during the current year the Group concluded that it no longer exercises control as defined by IFRS 10. Accordingly, WEALTHLIVING I.K.E. ceased to be consolidated and is now accounted for as an associate under the equity method in accordance with IAS 28. Comparative figures include the entity as a subsidiary.

19. Investments in associates 2025 2024
Additions 36,924 -
Share of results of associates before tax 3,361 -

Balance at 30 June/31 December 40,285 -

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Period from 1 January 2025 to 30 June 2025

19. Investments in associates (continued)

The details of the investments are as follows:

Name Country of Principal activities 2025 2024
incorporation Holding Holding 2025 2024
% %
WEALTH Greece Real estate - Sub 49 49 40,285 -
LIVING IKE lease of rented
properties
40,285 -

During the year 2025, the Group reassessed its investment in WEALTHLIVING I.K.E., in which it holds a 49% interest. Although in the prior year the entity was consolidated as a subsidiary due to de facto control, during the current year the Group concluded that it no longer exercises control as defined by IFRS 10.Accordingly, WEALTHLIVING I.K.E. ceased to be consolidated and is now accounted for as an associate under the equity method in accordance with IAS 28. Comparative figures include the entity as a subsidiary.

20. Investment in joint ventures

Balance at 1 January
Deposits
Share of loss from partnerships and joint ventures
Balance at 30 June/31 December
2025

46,869
(11,475)
-
35,394
2024

-
-
46,869
46,869
The details of the joint ventures are as follows:
Name Country of
incorporation
Principal activities 2025
Holding
%
2024
Holding
%
2025
2024
KENNEDY
RESIDENCES
Greece Development of
residential
buildings
50 50 5,226 11,193
GREGOU
RESIDENCES
Greece Development of
residential
buildings
55 55 5,329 5,397
P. KYRIAKOU
12
Greece Development of
residential
buildings
33.33 33.33 24,839 30,279
35,394 46,869

During the year, the Group identified impairment indicators for its investments in joint ventures, but considers them temporary and did not recognise any impairment due to the following reasons:

- the investments are in a net asset position as at the year end.

- Each joint venture is responsible for the construction of a residential building, with the intention that the completed apartments will be sold. The projects are currently under development and the budgets of these projects have a profit higher than the carrying amount of each investment in the Company's records.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Period from 1 January 2025 to 30 June 2025

21. Loans receivable

2025 2024
Loans to other related parties (Note 34.3) 65,000 -
65,000 -

The fair values of loans receivables approximate to their carrying amounts as presented above.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Period from 1 January 2025 to 30 June 2025

22. Inventories

2025 2024
Properties for resale 25,000 108,580
25,000 108,580

The cost of inventories recognised as expense and included in ''cost of sales'' amounted to €83,580 (2024: € - ).

The Group reviews its inventory records for evidence regarding the saleability of inventory and its net realizable value on disposal. No provision for obsolete and slow-moving inventory was recorded in the statement of profit or loss during the period ended 30 June 2025 (2024: Nil).

23. Trade and other receivables

2025 2024
Trade receivables 2,153,545 21,972
Shareholders' current accounts - debit balances (Note 34.5) 6,328 1,328
Receivables from other related parties (Note 34.2) 50,000 -
Deposits and prepayments 8,246 140
Accrued income 47,698 -
Other receivables (Note 34.6) 528,379 367,731
Less: credit loss on other receivable (Note 34.6) (9,389) (9,389)
VAT 26,471 31,903
2,811,278 413,685

The Group does not hold any collateral over the trading balances.

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

24. Financial assets at fair value through profit or loss

2025 2024
2025 2024
Balance at 1 January 159,137 23,536
Additions 1,096,282 122,012
Change in fair value 806,240 13,589
Balance at 30 June/31 December 2,061,659 159,137

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Period from 1 January 2025 to 30 June 2025

24. Financial assets at fair value through profit or loss (continued)

Financial assets mandatorily measured as at fair value through profit or loss are analysed as follows:

2025 2024
Financial assets at fair value through profit or loss
Unlisted private equity fund 98,594 72,137
Convertible loan-Bond (Non-listed securities) 1,963,065 87,000
2,061,659 159,137

On 25 July 2024, the Company acquired 87 notes of €1,000 each, with an aggregate principal amount of €87,000. The notes have a 2 years duration, are unsecured and bear interest of 7% per annum. Under certain conditions being met, the notes are convertible at the option of the noteholder. Additionally, during the period ended 30 June 2025, the Company acquired 133 more notes and revalued the notes to an amount of EUR 1.026.240 as at 30/06/2025.

On 27 March 2025, the Company entered into an agreement with Captor Capital Corp., a company registered in Toronto, Canada, for the acquisition of 450 unsecured convertible loan notes with a nominal value of US\$1,000 each. The notes bear interest at 6.5% per annum and are either redeemable at nominal value together with accrued interest on 27 May 2026, or convertible into ordinary shares of the issuer in accordance with the terms of the agreement. The total amount paid during the period was EUR 395.674.

During the period ended 30 June 2025, the Company entered into an agreement with Wealthyhood Ltd, for the acquisition unsecured convertible loan notes for a total amount paid EUR 541.151 and they are either redeemable at nominal value together with accrued interest or convertible into ordinary shares of the issuer in accordance with the terms of the agreement.

The unlisted private equity fund are valued using the published fund prices as at 31 December 2024.

25. Lease receivables

2025 2024
Balance at 1 January 82,510 -
New loans granted - 82,510
Derecognition due to Reclassification of subsidiary to Associate (82,510) -
Balance at 30 June/31 December - 82,510

The Group is not exposed to foreign currency risk as a result of the lease arrangements, as all leases are denominated in €. Residual value risk on equipment under lease is not significant, because of the existence of a secondary market with respect to the equipment.

The Group's finance lease arrangements do not include variable payments.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Period from 1 January 2025 to 30 June 2025

26. Cash at bank and in hand

Cash balances are analysed as follows:

2025 2024
Cash at bank and in hand
Accumulated impairment losses on cash and cash equivalents

1,003,383
(43)

576,511
(43)
1,003,340 576,468
27. Share capital and share premium
2025 2025 2024 2024
Number of
shares
Number of
shares
Authorised
Ordinary shares of €0.001 each 500,000,000 500,000 500,000,000 500,000
Issued and fully paid Number of
shares
Share capital Share
premium
Total
Balance at 1 January 2024
Issue of shares of nominal value of €0.001
34,746,111
34,747

1,189,301

1,224,048
each at a premium 732,473 732 262,958 263,690
Balance at 31 December 2024 35,478,584 35,479 1,452,259 1,487,738
Balance at 1 January 2025
Issue of shares of nominal value of €0.001
each at a premium
35,478,584
59,130,974
35,479
59,131
1,452,259
21,940,869
1,487,738
22,000,000
Balance at 30 June 2025 94,609,558 94,610 23,393,128 23,487,738

Issued capital

On 30 June 2022, the company issued 1,442,959 additional ordinary shares of nominal value €0.001 each, with a share premium of € 0.269 per share.

On 15 February 2023 the Company resolved to increase its issued share capital by 628.165 ordinary shares of nominal value of € 0.001 each share, with share premium as follows:

  • b) 230.711 ordinary shares of €0.001 each share with share premium of €0.279 each share and
  • c) 66.667 ordinary shares of €0.001 each share with share premium of €0.299 each share and
  • d) 293.750 ordinary shares of €0.001 each share with share premium of €0.319 each share

Further to the decision of the Annual General Meeting dated 07.09.2023, the Company has proceeded with the issuance and allotment of 577.487 ordinary shares at the total price of €0,34 each share, by the private placement method.

Further to the decision of the board of directors dated 20.03.2024, the Company has proceeded with the issuance and allotment of 732.473 ordinary shares at the total price of €0,359 each share, by the private placement method.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Period from 1 January 2025 to 30 June 2025

27. Share capital and share premium (continued)

In an Extraordinary General Meeting dated 4 July 2024, the Board of Directors approved the establishment of an employee share option scheme pursuant to which up to 32,000,000 ordinary shares in the share capital of the Company, with the same terms as the already issued shares of the Company at any given time, will be available for allotment and issuance at their nominal value by the Board of Directors to eligible employees and/or managers of the Company or of companies in the Company's group. As at 31 December 2024, the scheme has not yet been established.

On 24 April 2025, following regulatory approval, the Company completed a reverse takeover through the acquisition of 100% of the share capital of GMM Global Money Managers Ltd, as previously approved by the shareholders at the Extraordinary General Meeting held on 3 July 2024. As consideration, the Company issued 15.108.643 ordinary shares with a nominal value of €0,001 each, at an issue price of €0,372055 per share, corresponding to a total consideration of €5.621.253.

On 24 April 2025, following regulatory approval, the Company completed a reverse takeover through the acquisition of 100% of the share capital of GMM Global Money Managers AIFM Ltd, as previously approved by the shareholders at the Extraordinary General Meeting held on 3 July 2024. As consideration, the Company issued 44.022.331 ordinary shares with a nominal value of €0,001 each, at an issue price of €0,372055 per share, corresponding to a total consideration of €16.378.747.

Share premium

The share premium consists of amounts incurred from the issue of shares at prices higher than their nominal value.

Share premium is not available for distribution.

All ordinary shares rank equally with regard to the Company's residual assets. Holders of these shares are entitled to dividends as declared from time to time and are entitled to one vote per share at general meetings of the Company.

28. Other reserves

Prepaid share
Treasury shares reserve Total
Balance at 1 January 2024 (13,662) 57,999 44,337
Issue of share capital - (57,999) (57,999)
Purchase of treasury shares (10,081) - (10,081)
Sale of own shares 7,752 - 7,752
Balance at 31 December 2024 (15,991) - (15,991)
Balance at 1 January 2025 (15,991) - (15,991)
Balance at 30 June 2025 (15,991) - (15,991)

The Company's treasury shares comprises the cost of the Company's own shares held. At 31 December 2024, the Company held 37,386 of the Company's shares (2023: 31,786)

Retained earnings include accumulated profits or losses of the Group and is available for distribution.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Period from 1 January 2025 to 30 June 2025

29. Advances from shareholders

2025 2024
Proceeds during the period /year 1,465,520 -
Balance at 30 June/31 December 1,465,520 -

The advance from shareholders is made available to the Board of Directors for future increases of the share capital of the Company and are not refundable.

30. Lease liabilities

2025 2024
Balance at 1 January 57,570 90,265
Additions 64,237 -
Repayments (9,062) (28,001)
Interest 658 2,270
Derecognition due to Reclassification of subsidiary to Associate (57,570) -
Termination of lease - (6,964)
Balance at 30 June/31 December 55,833 57,570

It is the Group's policy to lease apartments with intention to be sub-leased in Greece. For period from 1 January 2025 to 30 June 2025, the average effective borrowing rate was 3.0% (2024: 3.5%). Interest rates are fixed at the contract date, and thus expose the Group to fair value interest rate risk. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

The borrowing rate represents the borrowing rate available for the Group for similar assets.

All lease obligations are denominated in Euro.

The fair values of lease obligations approximate to their carrying amounts as presented above.

The Group's obligations under leases are secured by the lessors' title to the leased assets.

31. Trade and other payables

2025 2024
Trade payables 63,646 9,594
Social insurance and other taxes 11,457 1,902
Accruals 77,459 98,357
Other creditors 2,407 785
Defence and GHS contribution on rent payable 349 -
Payables to other related parties (Note 34.4) 39,805 -
195,123 110,638

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

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Period from 1 January 2025 to 30 June 2025

32. Current tax liabilities

2025 2024
Corporation tax 1,850 -
1,850 -

33. Operating Environment of the Group

The Group operates in Cyprus and in Greece.

The Cypriot economy, in the latest years, has been in a phase of continuous growth, recording progress of 3,4% in 2024. Inflation dropped to 1,8% compared to 3,9% in 2023. It is expected that in 2025, the economy will show growth of 3,1% compared to 2024 and in the years 2026-27 to fluctuate around 3,2% in real terms.

The Greek economy, in the last years, has been in a phase of development and continuous improvement of the economic climate. The Company has managed to maintain and strengthen its presence in the country without any particular problems.

The imposition of sanctions against Russia and its associated legal and natural persons, both by the European Union and the USA, and by a number of countries around the world, continued in 2024 due to the prolonged war between Russia and Ukraine. Compliance with sanctions creates an additional need to continuously strengthen counterparty assessment and control procedures and policies.

The prolonged inflation has resulted in increased operating costs for businesses and governments in most countries. The significant increases in borrowing rates for both the US Dollar and the Euro aimed at restraining inflation, resulted in a significant increase in borrowing costs. The gradual decrease in borrowing rates that started in the second half of 2024 is expected to continue in 2025.

The developments in the Middle East with the ongoing crisis between Israel and the Palestinian Hamas and the Lebanon-based Hezbollah, combined with the collapse of the regime in Syria, are causing further instability in the region. Attacks on shipping in the Red Sea by the Houthis in Yemen are forcing many carriers to change routes,negatively affecting the already tensed supply chain.

In response to the recent global economic changes, the new government of the US has implemented significant tariffs on imported products to balance the country's trade balance, creating global turmoil and an initial collapse in financial markets. The reactions of most countries leave room for normalisation of trade relations, both with countries such as South Korea and Japan, but also with countries in the Middle East and the European Union. The big concern arises from the strong reaction of China, which announced the imposition of significant tariffs on imports from the US.

This development is expected to adversely affect the global supply chain and disrupt the trade balances of the countries that are trying to determine their reactions.

The Group has limited direct exposure to Russia, Ukraine, and Belarus and as such does not expect significant impact from direct exposures to these countries.

Despite the limited direct exposure, the conflict is 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 Group. The indirect implications will depend on the extent and duration of the crisis and remain uncertain.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Period from 1 January 2025 to 30 June 2025

33. Operating Environment of the Group (continued)

Management has considered the unique circumstances and the risk exposures of the Group and has concluded that there is no significant impact in the Group's profitability position. The event is not expected to have an immediate material impact on the business operations. Management will continue to monitor the situation closely.

34. Related party transactions

The following transactions were carried out with related parties:

34.1 Directors' remuneration

The remuneration of Directors and other members of key management was as follows:

from 1
January 2025
to 30 June
2025
from 1 January
2024 to 30
June 2024
Directors' fees
Directors' remuneration

10,500
24,800

-
-
35,300 -
34.2 Receivables from related parties (Note 23)
Name
Global Group AE
Nature of transactions
Finance
2025

50,000
2024

-
50,000 -
34.3 Loans to related parties (Note 21)
Global Group AE Terms
Finance
2025

65,000
2024

-
65,000 -
34.4 Payables to related parties (Note 31)
Name
LLPO Holdings Ltd
2025

39,805
2024

-
39,805 -
34.5 Shareholders' current accounts - debit balances (Note 23)
2025 2024
Shareholders current account
6,328

1,328

The directors'/shareholders' current accounts are interest free and have no specified repayment date.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Period from 1 January 2025 to 30 June 2025

34. Related party transactions (continued)

34.6 Receivables from Joint Ventures

2025 2024
Nature of transactions
Kennedy Residences Finance 165,000 140,000
Gregou Residences Finance 300,000 200,000
Allowance for impairment losses (9,389) (9,389)
455,611 330,611

The above balances include an allowance for impairment losses of € 9.389 (€3.866 for Kennedy and €5.523 for Gregou Residences).

These balances are interest free and are repayable on demand.

34.7 Purchases of services

2025 2024
Nature of transactions
Global Group SA Marketing 164,917 -
Global Group SA Technical support 26,784 -
191,701 -

35. Participation of Directors in the company's share capital

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 30 June 2025 and 09 October 2025 (5 days before the date of approval of the financial statements by the Board of Directors) were as follows:

30 June 2025 9 October 2025
% %
Alexios Vandorou 13.1 12.7
Eleftherios Kontos 8.2 7.9
Michail Ioannidis 23.5 22.6
Ilias Georgouleas 20.9 20.1
Maria Panayiotou 0.5 0.5

36. Shareholders holding more than 5% of share capital

The persons holding more than 5% of the share capital as at 30 June 2025 and 09 October 2025 (5 days before the date of approval of the financial statements by the Board of Directors) were as follows:

30 June 2025 9 October 2025
% %
Andronikos Vandorou 6 5.7
Alexios Vandorou 13.1 12.7
Eleftherios Kontos 8.2 7.9
LLPO Holdings ltd 23.5 22.6
Rosioco Development Ltd 12.4 11.9
Volentol Holding Ltd 6.6 6.4

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Period from 1 January 2025 to 30 June 2025

37. Events after the reporting period

On 14 September 2025, the Company entered into the Subscription and Shareholders' Agreement with the existing shareholders of Wealthyhood Ltd. The Company shall acquire 24,202 preferred shares in Wealthyhood Ltd, representing 12.59% of total shares outstanding and 11.8% interest on a fully diluted basis. In addition, the Company shall acquire 41,520 ordinary shares representing 21.61% of total shares outstanding and 20.24% interest on a fully diluted basis. In aggregate, the Company shall acquire 34.20% of total shares outstanding and 32.04% interest on a fully diluted basis. The total consideration for the acquisition of the preferred shares shall be €1,540,000 in cash. The investment includes the acquisition of additional ordinary shares from existing shareholders of Wealthyhood Ltd. The consideration for this acquisition will be paid with new ordinary shares of the Company.

As explained in note 33 the geopolitical situation in Eastern Europe and the Middle East remains intense with the continuation of the conflict between Russia and Ukraine and the Israel-Gaza conflict. As at the date of authorising these interim condensed consolidated financial statements for issue, the conflicts continue to evolve as military activity proceeds and additional sanctions are imposed.

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