Annual / Quarterly Financial Statement • May 28, 2025
Annual / Quarterly Financial Statement
Open in ViewerOpens in native device viewer
REPORT AND SEPARATE FINANCIAL STATEMENTS 31 December 2024
| CONTENTS | PAGE |
|---|---|
| Board of Directors and other officers | 1 |
| Management Report | 2 - 3 |
| Declaration of the members of the Board of Directors and the company officials responsible for the preparation of the separate financial statements |
4 |
| Independent auditor's report | 5 - 9. |
| Statement of profit or loss and other comprehensive income | 10 |
| Statement of financial position | 11 |
| Statement of changes in equity | 12 |
| Cash flow statement | 13 |
| Notes to the separate financial statements | 14 - 26 |
| Board of Directors: | Sureshkumar Kantilal Nayi -Appointed on 4 March 2024 Irfan Siddigui- Appointed on 4 March 2024 Maria Polyviou - Appointed on 1 September 2023 and resigned on 4 March 2024 Odisseas Odisseos- Appointed on 2 October 2023 and resigned on 4 March 2024 Dionisia Menoikou - Appointed on 1 September 2023 and resigned on 4 March 2024 |
|---|---|
| Company Secretary: | A.I.L. Nominee Services Ltd |
| Independent Auditors: | Ekkeshis Ierodiakonou Ltd Certified Public Accountants and Registered Auditors 39 Themistocles Dervis Str. Off. 102 1066, Nicosia |
| Registered office: | 15 Agion Omologiton Str. 1080, Nicosia Cyprus |
| Registration number: | HE358762 |
The Board of Directors presents its report and audited separate financial statements of the year ended 31 December 2024,
The principal activities of the Company, which are unchanged from last year, are the investments in real estate.
The Company's development to date, financial results and position as presented in the financial statements are not considered satisfactory. The Company remained dormant from incorporation day until today. No income incurred to cover the expenses of the year. The Board of Directors is making an effort to reduce the Company's losses.
A confirmation letter was obtained from the shareholders of the Company for providing their financial support to cover the expenses of the Company as they fall due.
The principal risks and uncertainties faced by the Company are disclosed in notes 6, 7 and 17 of the separate financial statements.
The Company is exposed to interest rate risk, credit risk from the financial instruments it holds.
Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. The Company's income and operating cash flows are substantially independent of changes in market interest rates as the Company has no significant interest-bearing assets. The Company is exposed to interest risk in relation to its non-current borrowings issued at variable rates expose the Company to cash flow interest rate risk. Borrowings issued at fixed rates expose the Company to fair value interest rate risk. The Company's Management monitors the interest rate fluctuations on a continuous basis and acts accordingly.
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 proft 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 financial guarantees and credit related commitments.
Credit risk is managed on a group basis. For banks and financial institutions, the Company has established policies whereby the majority of bank balances are held with independently rated parties with a minimum rating of ['C'],
The Company's investments in debt instruments are considered to be low risk investments. The credit ratings of the investments are monitored for credit deterioration.
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 company has procedures with the object of minimising such losses such as maintaining sufficient cash and other highly liquid current assets and by having available an adequate amount of committed credit facilities.
There were no changes in the share capital of the Company during the year under review.
On 14 October 2019 the authorised share capital of the Company was increased from 26:000 ordinary shares of €1 each into 26.005 ordinary shares of €1 each.
On 16th of January 2023 the authorised share capital of the Company which was €105,026,005 divided into 15,003,715 ordinary shares of nominal value of €7 each was consolidated and divided into authorised share capital of 3,000,743 ordinary shares with nominal value €35 each and the issued share capital of €26,145 divided into 3,735 ordinary shares of nominal value €7 each to be divided into 747 ordinary shares with nominal value €35 each. Issued capital
On 14 October 2019 the issued share capital of the Company was increased from 26.000 ordinary shares of €1 each into 26.005 ordinary shares of €1 each.
On 14 October 2019 every 1 existing share of the issued shared capital valued €1 was consolidated into 1 share of €7 each.
On 16th of January 2023 the issued share capital of the Company was increased from €26,005 divided into 3,715 ordinary shares of nominal value of €7 each to €26,145 divided into 3,735 ordinary shares of nominal value of €7 by the creation of 20 ordinary shares of nominal value of €7 each.
On 27th February 2024 the Company issued of 1,237,212 additional ordinary shares of a nominal value of €35 and allotted at the price of €35 per share.
The Company recognises the importance of implementing sound corporate governance policies, practices and procedures. As a company listed on the Cyprus Stock Exchange (CSE), A.J. GREEN SHELL PLC (ex Planetclean Recycling Industries Plc) has adopted CSE's Corporate Governance Code and applies its principles.
In March 2006 the CSE issued a revised Code of Corporate Governance. The Company complies with all the provisions of the revised Code
The members of the Company's Board of Directors as at 31 December 2024 and at the date of this report are presented on page 1. Mr Odysseos, Mrs. Maria Polyviou and Mrs Dionisia Menicou who were appointed directors on 1September 2023 resigned on 4 March 2024 and on the same date Mr Sureshkumar Kantilal Nayi and Mr Irfan Siddiqui were appointed in their place.
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 and remuneration of the Board of Directors.
The Independent Auditors, Ekkeshis Ierodiakonou Ltd, have expressed their willingness to continue in office and a resolution giving authority to the Board of Directors to fix their remuneration will be proposed at the Annual General Meeting.
By order of the Board of Directors,
PLC Irfan Siddiqui Director Nicosia, .Z.R. 6
In accordance with Article 9 sections (3c) and (7) of the Transparency (Traded Securities in Regulated Markets) Law 2007 (N 190 (I)/2007) ("the Law") we, the members of the Board of Directors and the Company official responsible for the separate financial statements of A.J. GREEN SHELL PLC (ex Planetclean Recycling Industries Plc) (the "Company") for the year ended 31 December 2024, on the basis of our knowledge, declare that:
(a) The annual separate financial statements of the Company which are presented on pages 10 to 26:
(i) have been prepared in accordance with the applicable International Reporting Standards as adopted by the European Union and the provisions of Article 9, section (4) of the law, and
(ii) provide a true and fair view of the particulars of assets and liabilities, the financial position and profit or loss of the Company and the entities included in the separate financial statements as a whole and
(ii) prepared and submitted, in accordance with the requirements set out in the EU Delegated Regulation 2019/815 of 17 December 2018 of the European Commission (the European Single Electronic Format ("ESEF") Regulation) and
b) The management report provides a fair view of the developments and the performance as well as the financial position of the Company as a whole, together with a description of the main risks and uncertainties which they face.
Members of the Board of Directors:
Sureshkumar Kantilal Nay
Irfan Siddiqui
Responsible for drafting the financial statements
(Financial Manager)

We have audited the separate financial statements of parent company A.J. GREEN SHELL PLC (ex Planetclean Recycling Industries Plc) (the "Company"), which are presented in pages 10 to 26 and comprise the statement of financial position as at 31 December 2024, and the statements of profit or loss and other comprehensive income, changes in equity and cash flows for then ended, and notes of the separate financial statements, including material accounting policy information.
In our opinion, the accompanying separate financial statements give a true and fair view of the financial position of the Company as at 31 December 2024, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113 relating to separate financial statements.
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the "Auditor's Responsibilities for the Separate Financial Statements" section of our report. We remained independent of the Company throughout the period of our appointment in accordance with the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code) together with the ethical requirements that are relevant to our audit of the separate financial statements in Cyprus, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the separate financial statements of the current period. These matters were addressed in the context of our audit of the separate financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The Board of Directors is responsible for the other information comprises the information included in the Management Report, the Corporate Governance Statement, the X report, and the Y report [tailor accordingly], but does not include the separate financial statements and our auditor's report thereon.
Our opinion on the separate financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
Ekkeshis lerodiakonou Ltd
Ekleshir in endialence Ltd is a private company registered in Operany's offices is awildler at to rejstered cifical 33 Theniscoles Derir Store, CV-Clook, CV-Clood, CV-Clood,
39 Themistocles Dervis Street, 1st floor, CY-1066 Nicosia, Cyprus, P.O. Box 26643, CY-1640 Nicosia, Cyprus
T: +357 22466470 / F: +357 22766470 / [email protected] / eicyprus.com

In connection with our audit of the separate financial statements, our responsibility is to read the the senarate In confection with our adult of the separate information is materially inconsistent with the separate loenthed above and, in doily 30, consider the saudit or otherwise appears to be materially misstated. If, financial statements of our Knowledge Obcallied in the addit of 'earnaterial misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
The Board of Directors is responsible for the preparation of separate financial statements that give a fair The Board of Direcors is responsible for the preparation of the requirements of the Cyprus Companies view in accordance with IFKS as adoped by the Edropean of Directors determines is necessary to enable the Law, Cap. III, and Tor Such Internal Control 'us che Source of the Source of the material misstatement, whether due to fraud or error.
In preparing the separate financial statements, the Board of Directors is responsible for assessing the company's In preparing the separate lindical statements, as applicable, matters related to going concern and using the going ability to continue us a going concerny do spectors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the separate financial statement that includes are Our objectives are to obtain resortion or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an avice from from tround accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud accordines will and are considered if, individually or in the aggregate, they could reasonably be expected to or enor une are considersions of users taken on the basis of these separate financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

· Evaluate the overall presentation, structure and content of the separate financial statements, including the disclosures, and whether the separate financial statements represent the underlying transactions and events in a manner that achieves a true and fair view.
We communicate with the those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we deternine those matters that were of most significance in the audit of the separate financial statements of the current period and are therefore the key audit matters.
We were first appointed as auditors of the Company on 04 March 2019 by the Board of Directors. Our appointment has been renewed annually by shareholder resolution representing a total period of uninterrupted engagement appointment of 2 years.
We confirm that our audit opinion on the separate financial statements expressed in this report is consistent with the additional report to the Audit Committee of the Company, which we issued on [insert date] in accordance with Article 11 of the EU Regulation 537/2014.
We declare that no prohibited non-audit services referred to in Article 5 of the EU Regulation 537/2014 and Section 72 of the Auditors Law of 2017 were provided. In addition, there are no non-audit services which were provided by us to the Company and which have not been disclosed in the separate financial statements or the Management Report.
We have examined the digital files of the European Single Electronic Format (ESEF) of A.J. GREEN SHELL PLC (ex Planetclean Recycling Industries Plc) for the year ended 31 December 2024 comprising the XHTML file which includes the annual separate financial statements for the year then ended.
The Board of Directors of A.J. GREEN SHELL PLC (ex Planetclean Recycling Industries Plc) is responsible for preparing and submitting the separate financial statements for the year ended 31 December 2024 in accordance with the requirements set out in the ESEF Regulation.

Our responsibility is to examine the digital files prepared by the Board of Directors of A., GREEN SHELL PLC (extitute of Certified Public Our responsibility is to examine the algurities prepared by the Institute of Cetified Public Planetdean Recycling Industries Plc). According to the Audit procedures in order to order to order to rder to
Accountants of Cyprus (the "Audit Guidelines"), we are required Accountants of Cyprus (the "Audit Guldellies"), we are records in the digital files corresponds to the scoresponds to the scoresponds to the material examine whether the content of the separate mander statements higher have been prepared in all material
separate financial statements we have audited, and whether the digital respects, in accordance with the requirements of the ESEF Regulation.
In our opinion, the digital files examined corresponds to the separate financial statements, and the separate financial In our opinion, the digital his examined coresponds to the separate with the requirements of the ESEF Regulation.
Pursuant to the additional requirements of the Auditors Law of 2017, we report the following:

This report, including the opinion, has been prepared for and only for the Company's members as a body in The report, The addition 537/2014 and Section 69 of the Auditors Law of 2017 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whose knowledge this report may come to.
The engagement partner on the audit resulting in this independent auditor's report is Constantinos Ekkeshis.
Constantinos Ekkesbils Certified Public Accountant and Registered Auditor for and on behalf of for and on behalf of for and on Ekkeshis Ierodiakonou Ltd
Nicosia, 2.8 ... 1.104. 2025
| Note | 2024 ਦੇ |
2023 ਵ |
|
|---|---|---|---|
| Administration expenses Net impairment loss on financial and contract assets |
(32,640) (30,707,694) |
(34,417) | |
| Operating loss | (30,740,334) | (34,417) | |
| Finance costs | 9 | (1,030) | (240) |
| Net loss for the year | (30,741,364) | (34,657) | |
| Other comprehensive income | |||
| Total comprehensive expense for the year | (30,741,364) | (34,657) |
31 December 2024
| 2024 | 2023 | ||
|---|---|---|---|
| ASSETS | Note | € | € |
| Non-current assets | |||
| Investments in subsidiaries | 10 | 12,594,726 | |
| 12,594,726 | |||
| Current assets | |||
| Receivables | 11 | 145 | 145 |
| Cash at bank | 12 | 29,688 | 760 |
| 29,833 | 905 | ||
| Total assets | 12,624,559 | 905 | |
| EQUITY AND LIABILITIES | |||
| Equity | |||
| Share capital | 13 | 43,328,565 | 26,145 |
| Accumulated losses | (30,831,709) | (90,345) | |
| Total equity | 12,496,856 | (64,200) | |
| Current liabilities | |||
| Trade and other payables | 14 | 97,354 | 64,714 |
| Deferred income | 15 | 29,958 | |
| Current tax liabilities | 16 | 391 | ਤਰ। |
| 127,703 | 65,105 | ||
| Total equity and liabilities | 12,624,559 | 905 |
On 7.8............... 2025 the Board of Directors of A.J. GREEN SHELL PLC (ex Planetclean Recycling Industries Plc)
authorised these separate financial statements for issue.
Irfan Siddiqui Director

S.K. Mudd
Sureshkumar Kantilal Nayi Director
| Note | Share capital ਵ |
Accumulated 05565 ਵ |
Total ਵ |
|
|---|---|---|---|---|
| Balance at 1 January 2023 Net loss for the year |
26,005 | (55,688) (34,657) |
(29,683) (34,657) |
|
| Transactions with owners Issue of share capital |
13 | 140 | 140 | |
| Balance at 31 December 2023/ 1 January 2024 Net loss for the year |
26,145 | (90,345) | (64,200) (30,741,364) (30,741,364) |
|
| Transactions with owners Issue of share capital |
13 | 43,302,420 | 43,302,420 | |
| Balance at 31 December 2024 | 43.328.565 (30.831.709) 12.496.856 |
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 distributed by 31 December of the second year for the year the arofits relate: The Company pays special defence contribution on behalf of the shareholders over the amount of the deemed dividend distribution at a rate of 17% (applicable since 2014) when the entitled shareholders are natural persons tax residents of Cyprus and have their domicile in Cyprus. In addition, the Company pays on behalf of the shareholders General Healthcare System (GHS) contribution at a rate of 2,65%, when the entitled shareholders are natural persons tax residents of Cyprus, regardless of their domicile.
| Note | 2024 ਵ |
2023 € |
|
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES Loss before tax |
(30,741,364) | (34,657) | |
| Adjustments for: Impairment charge - investments in subsidiaries |
10 | 30,707,694 | |
| (33,670) | (34,657) | ||
| Changes in working capital: Decrease in receivables Increase in bank deposits Increase in trade and other payables Increase in deferred income |
(28,928) 32,640 29,958 |
4,635 (760) 30,642 |
|
| Cash used in operations | (140) | ||
| CASH FLOWS FROM INVESTING ACTIVITIES Payment for purchase of investments in subsidiaries |
10 | (43,302,420) | |
| Net cash used in investing activities | (43,302,420) | ||
| CASH FLOWS FROM FINANCING ACTIVITES Proceeds from issue of share capital |
43,302,420 | 140 | |
| Net cash generated from financing activities | 43,302,420 | 140 | |
| Net increase in cash and cash equivalents | |||
| Cash and cash equivalents at beginning of the year | |||
| Cash and cash equivalents at end of the year | 12 |
The Company A.J. GREEN SHELL PLC (ex Planetclean Recycling Industries Plc) (the "Company") was incorporated in Cyprus on 5 August 2016 as a private limited liability company under the Cyprus Companies Law, Cap. 113. Its registered office is at 15 Agion Omologiton Str., 1080, Nicosia, Cyprus.
The principal activities of the Company, which are unchanged from last year, are the investments in real estate.
The financial statements of the Company have been prepared in accordance with International Reporting Standards (IFRSs) as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law, Cap. 113.
The Company is not required by the Cyprus Companies Law, Cap. 113, to prepare consolidated financial statements because the Company and its subsidiaries constitute a small sized group as defined by the Law and the Company does not intend to issue consolidated financial statements for the year ended 31 December 2024.
The European Commission has concluded that since parent companies are required by the EU Accounting (2013/34/EU) Directive to prepare separate financial statements and since the Cyprus Companies Law, Cap. 113, requires the preparation of such financial statements in accordance with IFRS as adopted by the provisions in IFRS 10 "Consolidated Financial statements" requiring the preparation of consolidated financial statements in accordance with IFRS do not apply.
The separate financial statements have been prepared under the historical cost convention.
During the current year the Company adopted all the new and revised International Financial Reporting Standards (IFRSs) that are relevant to its operations and are effective for accounting on 1 January 2024. This adoption did not have a material effect on the accounting policies of the Company.
The material accounting policies adopted in the preparation of these separate financial statements are set out below. These policies have been consistently applied to all years presented in these separate financial statements unless otherwise stated.
Management seeks not to reduce the understandability of these separate financial statements by obscuring material information with immaterial information. Hence, only material accounting policy information is disclosed, where relevant, in the related disclosure notes.
Subsidiaries are entities controlled by the Company. Control exists where the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.
Investments in subsidiary companies are stated at cost less provision for impairment in value, which is recognised as an expense in the period in which the impairment is identified.
14
Interest expense and other borrowing costs are charged to profit or loss as incurred.
Deferred income represents income receipts which relate to future periods.
The Company classifies its financial assets in the following measurement categories:
The classification and subsequent measurement of debt financial assets depends on: (i) the Company's business model for managing the related assets portfolio and (ii) the cash flow characteristics of the asset. On initial recognition, the Company may irrevocably designate a debt financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI or at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
For investments in equity instruments that are not held for trading, the classification will depend on whether the Company has made an trrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive (FVOCI). This election is made on an investment basis.
All other financial assets are classified as measured at FVTPL.
For assets measured at fair value, gains and losses will lither be recorded in profit or loss or QCI. For investments in equity instruments that are not held for trading, this will depend on whether the Company has made an irrevocable election at the time of initial recognition to account for the equity investment at fair yalue through other comprehensive income (FVOCI).
All purchases and sales of financial assets that reguire delivery within the time frame established by regulation or market convention ("reqular way" purchases and sales) are recorded at trade date, which is the date when the Company commits to deliver a financial instrument. All other purchases and sales are recognised when the entity becomes a party to the contractual provisions of the instrument.
Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership.
At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial at FVTPL are expensed in profit or loss. Fair value at initial recognition is best evidenced by the transaction price. A gain or loss on initial recognition is only recorded if there is a difference between fair value and transaction price which can be evidenced by other observable current. market transactions in the same instrument or by a valuation technique whose inputs include only data from observable markets.
Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.
The Company assesses on a forward-looking basis the EC for debt instruments (including loans) measured at amortised cost and FVOCI and exposure arising from loan commitments and financial guarantee contracts. The Company measures ECL and recognises credit loss allowance at each reporting date. The measurement of ECL reflects: (i) an untilased and probability weighted amount that is determined by evaluating a range of possible outcomes, (i) time value of money and (ii) all reasonable information that is available without undue cost and effort at the end of each reporting period about past events, current conditions and forecasts of future conditions.
The carrying amount of the financial assets is reduced through the use of an allowance account, and the amount of the loss is recognised in the statement of profit or loss and other comprehensive income within "net impairment losses on financial and contract assets. Subsequent recoveries of amounts for which loss allowance was previously recognised are credited against the same line item.
Debt instruments carried at amortised cost are presented in the statement of financial position net of the allowance for ECL. For loan commitments and financial guarantee contracts, a separate provision for ECL is recognised as a liability in the statement of financial position.
For debt instruments at FVOCI, an allowance for ECL is recognised in profit or loss and it affects fair value gains or losses recognised in OCI rather than the carrying amount of those instruments.
The impairment methodology applied by the Company for calculating expected credit losses depends on the byge of financial asset assessed for impairment. Specifically:
For trade receivables and contract assets, including trade receivables and contract assets with a significant financing component, and lease receivables the Company applies the simplified approach permitted by IFRS 9, which requires lifetime expected credit losses to be recognised from initial recognition of the financial assets.
For all other financial instruments that are subject to impairment under IFRS 9, the Company applies general approach - three stage model for impairment. The Company applies a three stage model for impairment, based on changes in credit quality since initial recognition: A financial instrument that is not credit-impaired on initial recognition is classified in Stage 1.
Financial assets in Stage 1 have their ECL measured at an amount equal to the portion of lifetime ECL that results from default events possible within the next 12 months or until contractual maturity, if shorter ("12 Months ECL"). If the Company dentifies a significant increase in credit risk ("SICR") since initial recognition, the asset is transferred to Stage 2 and its ECL is measured based on ECL on a lifetime basis, that is, up until contractual maturity but considering expected prepayments, if any ("Lifetime ECU"). Refer to note 6, Credit risk section, for a description of how the Company determines when a SICR has occurred. If the Company determines that a financial asset is creditimpaired, the asset is transferred to Stage 3 and its ECL is measured as a Lifetime ECL. The Company's definition of credit impaired assets and definition of default is explained in note 6, Credit risk section.
Additionally the Company has decided to use the low credit risk assessment exemption for investment grade financial assets. Refer to note 6, Credit risk section for a description of how the Company determines low credit risk financial assets.
Financial instruments are reclassified only when the business model for managing those assets changes. The reclassification has a prospective effect and takes place from the start of the first reporting period following the change.
Financial assets are written-off, in whole or in part, when the Company exhausted all practical recovery efforts and has concluded that there is no reasonable expectation of recovery. The write off represents a derecognition event. The Company may write off financial assets that are still subject to enforcement activity when the Company seeks to recover amounts that are contractually due, however, there is no reasonable expectation of recovery.
The Company sometimes renegotiates or otherwise modifies the contractual terms of the financial assets. The Company assesses whether the modification of contractual cash flows is substantial considering, among other, the following factors: any new contractual terms that substantially affect the risk profile of the asset (e.g. profit share or equity-based return), significant change in interest rate, change in the currency denomination, new collateral or credit enhancement that significantly affects the credit risk associated with the asset or a significant extension of a loan when the borrower is not in financial difficulties.
If the modified terms are substantially different, the rights to cash flows from the original asset expire and the Company derecognises the original financial asset and recognises a new asset at its fair value. The date of renegotiation is considered to be the date of initial recognition for subsequent impairment calculation purposes, including determining whether a SICR has occurred. The Company also assesses whether the new loan or debt instrument meets the SPPI criterion. Any difference between the carrying amount of the original asset derecognised and fair value of the new substantially modified asset is recognised in profit or loss, unless the substance of the difference is attributed to a capital transaction with owners.
In a situation where the renegotiation was driven by financial difficulties of the counterparty and inability to make the originally agreed payments, the Company compares the original and revised expected cash flows to assets whitether the risks and rewards of the asset are substantially different as a result of the contractual modification. If the risks and rewards do not change, the modified asset is not substantially different from the original asset and the modification does not result in derecognition. The Company recalculates the gross carrying amount by discounting the modified contractual cash flows by the original effective interest rate, and recognises a modification gain or loss in profit or loss.
These amounts generally arise from transactions outside the usual operating activities of the Company. They are feeld with the objective to collect their contractual cash flows represent solely payments of principal and interest. Accordingly, these are measured at amortised cost using the effective interest method, less provision for impairment. Financial assets at amortised cost are classified as current assets if they are year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current assets.
Financial liabilities are initially recognised at fair value and classified as subsequently measured at amortised cost, except for (i) financial liabilities at FVTPL: this classification is applied to derivatives, financial liabilities field for trading (e.g. short positions in securities), contingent consideration recognised by an acquirer in a business combination and other financial liabilities designated as such at initial recognition and (ii) financial guarantee contracts and loan commitments.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
Trade payables are initially measured at fair value and are subsequently measured at amortised cost, using, the effective interest rate method.
An exchange between the Company and its original lenders of debt instruments with substantially different terms, as well as substantial modifications of the terms and conditions of existing financial liabilities, are accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The terms are substantially different if the discounted present value of the cash flows under the new terms, including any fees paid net of any fees received and discounted using the original effective interest rate, is at least 10% different from the discounted present value of the remaining cash flows of the original financial liability. (In addition, other qualitative factors, such as the currency that the instrument is denominated in, changes in the type of interest rate, new conversion features attached to the instrument and change in loan covenants are also considered.)
If an exchange of debt instruments or modification of terms is accounted for as an extinguishment, any costs or fees incurred are recognised as part of the gain or loss on the extinguishment. If the exchange or modification is not accounted for as an extinquishment, any costs or fees incurred adjust the carrying amount of the liability and are amortised over the remaining term of the modified liability.
Modifications of fiabilities that do not result in extinguishment are accounted for as a change in estimate using a cumulative catch up method, with any gain or loss recognised in profit or loss, unless the economic substance of the difference in carrying values is attributed to a capital transaction with owners and is recognised directly to equity,
Borrowing costs are interest and other costs that the Company incurs in connection with the borrowing of funds; including interest on borrowings, amortisation of discounts or premium relating to borrowings, amortisation of ancillary costs incurred in connection with the arrangement of borrowings, finance lease charges and exchange differences arising from foreign currowings to the extent that they are regarded as an adjustment to interest costs.
Borrowing costs that are directly attributable to the acquisition or production of a qualifying asset, being an asset that necessarily takes a substantial period of time to get ready for its intended use or sale, are capitalised as part of that asset, when it is probable that they will result in future economic benefits to the Company and the costs can be measured reliably.
Financial assess and financial liabilities are offset and the ret amount reported in the statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognised amounts and intention to settle on a net basis, or to realise the the the liability simultaneously. This is not generally the case with master netting agreements, and the related assets and liabilities are presented gross in the statement of financial position.
Ordinary shares are classified as equity.
At the date of approval of these separate financial statements, standards and interpretations were issued by the International Accounting Standards Board which were not yet effective. Some of them were adopted by the European Union and others not yet. The Board of Directors expects that the adoption of these accounting standards in future periods will not have a material effect on the separate financial statements of the Company.
The Company is exposed to interest rate risk, iiquidity risk and capital risk management arising from the financial instruments it holds. The risk management policies employed by the Company to manage these risks are discussed below:
Interest rate risk is the risk the value of financial instruments will fluctuate due to changes in market interest rates. The Company's income and operating cash flows are substantially independent of changes in market interest rates as the Company has no significant interest-bearing assets. The Company is exposed to interest rate risk in relation to its non-current borrowings issued at variable rates expose the Company to cash flow interest rate risk. Borrowings issued at fixed rates expose the Company to fair value interest rate risk. The Company's Management monitors the interest rate fluctuations on a continuous basis and acts accordingly.
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 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.
The Company has the following types of financial assets that are subject to the expected credit loss model:
The impairment methodology applied by the Company for calculating expected credit losses depends on the type of financial asset assessed for impairment. Specifically:
Impairment losses are presented as net imparment losses on financial and contract assets within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item.
The Company considers the probability of default upon initial recognition of the asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of a default occurring on the financial asset as at the reporting date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive forwarding-looking information. Especially the following indicators are incorporated:
Macroeconomic information (such as market interest rates or growth rates) is incorporated as part of the internal rating model. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. The Company has identified the GDP and the unemployment rate of the countries in which its goods and services to be the most relevant factors, and accordingly adjusts the historical loss rates based on expected changes in these factors. No significant changes to estimation techniques or assumptions were made during the reporting period.
Regardless of the analysis above, a significant increase in credit risk is presumed if a debtor is more than 30 days past due in making a contractual payment.
The Company has decided to use the low credit risk assessment exemption for investment grade financial assets. Management consider 'low credit risk' for listed bonds to be an investment grade credit rating with at least one major rating agency. Other instruments are considered to be low credit risk when they have a low risk of default and the issuer has a strong capacity to meet its contractual cash flow obligations in the near term.
A default on a financial asset is when the counterparty fails to make contractual payments within 90 days of when they fall due.
Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Company. The Company categorises a debt financial asset for write off when a debtor fails to make contractual payments greater than 180 days past due. Where debt financial assets have been written off, the Company continues to enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognised in profit or foss.
20
The Company's exposure to credit risk for each class of (asset/instrument) subject to the expected credit loss model is set out below:
For receivables from related parties lifetime ECL was provided for them upon initial application of IFRS 9 until these financial assets are derecognised as it was determined on initial application of IFRS 9 that it would require undue cost and effort to determine whether their credit risk has increased significantly since initial recognition to the date of initial application of IFRS 9.
For any new loans to related parties, which are not purchased credit-impaired financial assess, the impairment loss is recognised as 12-month ECL on initial recognition of such instruments and subsequently the Company assesses whether there was a significant increase in credit risk.
The Company does not hold any collateral as security for any receivables from related parties.
There were no significant receivables from related parties written off during the year that are subject to enforcement activity.
The Company assesses, on a group basis, its exposure to credit risk arising from cash at bank. This assessment takes into account, ratings from external credit rating institutions and internal ratings, if external are not available.
Bank deposits held with banks with investment grade rating are considered as low credit risk.
The ECL on current accounts is considered to be approximate to 0, unless the bank is subject to capital controls. The ECL on deposits accounts is calculated by considering published PDs for the rating as per Moody's and an LGD of 40-60% as published by ECB.
The Company does not hold any collateral as security for any cash at bank balances.
There were no significant cash at bances written off during the year that are subject to enforcement activity.
(ii) Net impairment losses on financial and contract assets recognised in profit or loss
During the year, the following gains/(losses) were recognised in profit or loss in relation to impaired financial assets and contract assets:
| Impairment losses | 2024 | 2023 |
|---|---|---|
| Impairment charge - investments in subsidiaries | (30,707,694) | |
| Net impairment loss on financial and contract assets | (30,707,694) |
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 Company has procedures with the object of mirimising such losses such as maintaining sufficient cash and other highly liquid current assets and by having available an adequate amount of committed credit facilities.
21
Capital includes equity shares and share premium, convertible preference shares and loan from parent company.
The Company manages its capital to ensure that it will be able to continue as a going concern while maximish one return to shareholders through the optimisation of the debt and equity balance. The Company's overall strategy remains unchanged from last year.
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below ..
When measuring expected credit losses the Company uses reasonable forward looking information, which is based on assumptions for the future movement of different economic drivers and how these drivers will affect each other.
Loss given default is an estimate of the loss arising on default. It is based on the difference between the contractual cash flows due and the lender would expect to receive, taking into account cash flows from collateral and integral credit enhancements.
Probability of default constitutes a key input in measuring ECL. Probability of default is an estimate of the likelihood of default over a given time horizon, the calculation of which includes historical data, assumptions and expectations of future conditions.
The Company periodically evaluates the recoverability of investments in subsidiaries whenever indicators of impairment are present. Indicators of impairment include such items as declines in revenues, earnings or cash flows or material adverse changes in the economic or political stablity of a particular country, which may indicate that the carrying amount of an asset is not recoverable. If facts and circumstances indicate that investment in subsidiaries may be impared, the estimated future discounted with these subsidiaries would be compared to their carrying amounts to determine if a writte-down to fair value is necessary.
The loss allowances for financial assets are based on assumptions about risk of derault and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Company's past history, existing market conditions as well as forward looking estimates at the end of each reporting period. Details of the key assumptions and inputs used are disclosed in note 6, Credit risk section.
| 2024 | 2023 | |||
|---|---|---|---|---|
| ਵ | ్ | |||
| Other expenses | 30,740,334 | 34,417 | ||
| Total expenses | 30,740,334 | 34,417 | ||
| 9. Finance costs | ||||
| 2024 | 2023 | |||
| ਦ | . દ | |||
| Sundry finance expenses | 1,030 | 240 | ||
| Finance costs | 1,030 | 240 | ||
| 10. Investments in subsidiaries | ||||
| 2024 | 2023 | |||
| Additions | ਵ 43,302,420 |
€ | ||
| Impairment charge | (30,707,694) | |||
| Balance at 31 December | 12,594,726 | |||
| The details of the subsidiaries are as follows: | ||||
| Name | Country of | Principal activities | Holding | 2024 |
| Liberton Tech Investment | incorporation United Arab Emirates |
Finance | 0/0 100 |
ਵ 12,594,726 |
| 12,594,726 | ||||
| 11. Receivables | ||||
| 2024 | 2023 | |||
| Shareholders' current accounts - debit balances (Note 18.1) | ਵ 145 |
(1) 145 |
||
| 145 | 145 | |||
The fair values of receivables due within one year approximate to their carrying amounts as presented above.
The exposure of the Company to credit risk and impairment losses in relation to receivables is reported in note 6 of the separate financial statements.
Cash balances are analysed as follows:
| 2024 | 2023 | |
|---|---|---|
| Bank deposits | 29,688 | 760 |
| 29,688 | 760 |
The exposure of the Company to credit risk and impairment losses in relation to cash and cash equivalents is reported in note 6 of the separate financial statements.
| 2024 Number of shares |
2024 ਵ |
2023 Number of shares |
2023 ਵ |
|
|---|---|---|---|---|
| Authorised Ordinary shares of €35 each |
3,000,743 | 105,026,005 | 3,000,743 105,026,005 | |
| 3,000,743 105,026,005 | 3,000,743 105,026,005 | |||
| Issued and fully paid Balance at 1 January 1,237,212 ordinary shares of €35 each. |
747 1,237,212 |
26,145 43,302,420 |
3,715 (2,968) |
26,005 140 |
| Balance at 31 December | 1,237,959 | 43,328,565 | 747 | 26,145 |
On 14 October 2019 the authorised share capital of the Company was increased from 26.000 ordinary shares of €1 each into 26.005 ordinary shares of €1 each.
On 16th of January 2023 the authorised share capital of the Company which was €105,026,005 divided into 15,003,715 ordinary shares of nominal value of €7 each was consolidated and divided into authorised share capital of 3,000,743 ordinary shares with nominal value €35 each and the issued share capital of €26,145 divided into 3,735 ordinary shares of nominal value €7 each to be divided into 747 ordinary shares with nominal value €35 each.
On 14 October 2019 the issued share capital of the Company was increased from 26.000 ordinary shares of €1 each, into 26.005 ordinary shares of €1 each.
On 14 October 2019 every 1 existing share of the issued shared capital valued €1 was consolidated into 1 share of €7 each.
On 16th of January 2023 the issued share capital of the Company was increased from €26,005 divided into 3,715. ordinary shares of nominal value of E7 each to €26,145 divided into 3,735 ordinary shares of nominal value of €7 by the creation of 20 ordinary shares of nominal value of €7 each.
On the same date the authorised share capital of the Company which was €105,026,005 divided into 15,003,715 ordinary shares of nominal value of €7 each was consolidated and divided into authorised share capital of 3,000,743 ordinary shares with nominal value €35 each and the issued share capital of €26,145 divided into 3,735 ordinary shares of nominal value €7 each to be divided into 747 ordinary shares with nominal value €35 each.
On 27th February 2024 the Company issued of 1,237,212 additional ordinary shares of a nominal value of €35 and allotted at the price of €35 per share.
| 2024 | 2023 | |
|---|---|---|
| 5 | ||
| Trade payables | 19,323 | 6,088 |
| Shareholders' current accounts - credit balances (Note 18.2) | 75,332 | 56,927 |
| Accruals | 2,499 | 1,499 |
| Defence tax on deemed distribution | 200 | ·200 |
| 97,354 | 64,714 |
The fair values of trade and other payables due within one year approximate to ther carrying amounts as presented above..
| 2024 | 2023 | |
|---|---|---|
| ਵ | ||
| Client advances | 29,958 | |
| 29,958 |
| 2024 | 2023 | |
|---|---|---|
| ਵ | ਵ | |
| Corporation tax | 391 | 391 |
| 391 | 391 |
On 24 February 2022, Russia launched a military operation in Ukraine. Many governments are taking increasingly stringent measures against Russia and Belarus. These measures have already slowed down the economies both in Cyprus but globally as well with the potential of having wider impacts on the respective economies as the measures persist for a greater period of time. The conflict may have serious consequences on the Cyprus economy and also worldwide, which are difficult to precisely estimate. The main concern at the rise of inflation, the uncertainty mainly about tourism and financial services and the increase in the price of fuel, which will affect household incomes and business operating costs.
The following transactions were carried out with related parties:
| 2024 | 2023 | |
|---|---|---|
| 是 | ||
| Shareholder | 145 | 145 |
The directors'/shareholders' current accounts are interest free and have no specified repayment date.
| 2024 | 2023 | |
|---|---|---|
| E | ||
| Shareholder | 75,332 | 56,927 |
The directors!/shareholders' current accounts are interest free and have no specified repayment date.
The percentage of share capital of the Company held directly by each member of the Board of Directors (in accordance with Article (4) (b) of the Directive DI 190-2007-04), as at 31 December 2024 and 23th May 2025 (5 days before the date of approval of the financial statements by the Board of Directors) were as follows:
| 31 December | ||
|---|---|---|
| 2024 23 May 2025 | ||
| 0/0 | 0/0 | |
| Irfan Siddiqui | 74 | 74 |
The shareholding interest of Mr. Irfan Siddiqui includes his direct participation with a percentage of €32,043,760 74%.
The persons holding more than 5% of the share capital as at 31 December 2024 and 23 May 2025 (5 days before the date of approval of the financial statements by the Board of Directors) were as follows:
| 31 December | ||
|---|---|---|
| 2024 23 May 2025 | ||
| 0/0 | 0/0 | |
| Irfan Siddiqui | 74 | 74 |
| Mega Equity Securities & Financial Services Public Ltd | 25 | 25 |
At the end of the year; no significant agreements existed between the Company and its Management.
The Company had no contingent liabilities as at 31 December 2024.
The Company had no capital or other commitments as at 31 December 2024.
There were no material events after the reporting period, which have a bearing on the understanding of the separate financial statements.
| CONTENTS | PAGE |
|---|---|
| Detailed income statement | 1 |
| Administration expenses | 2 |
| Finance costs | 3 |
| Calculation of tax losses for the five-year period |
| Page | 2024 ਵ |
2023 ਵ |
|
|---|---|---|---|
| Operating expenses | |||
| Administration expenses | 2 | (32,640) | (34,417) |
| (32,640) | (34,417) | ||
| Other operating expenses | |||
| Impairment charge - investments in subsidiaries | (30,707,694) | ||
| Operating loss | (30,740,334) | (34,417) | |
| Finance costs | 3 | (1,030) | (240) |
| Net loss for the year before tax | (30,741,364) | (34.657) | |
| 2024 € |
2023 ਵ |
|
|---|---|---|
| Administration expenses | 350 | |
| Annual levy | ||
| Sundry expenses | 570 | |
| Auditors' remuneration | 3,500 | 2,250 |
| Other professional fees | 29,140 | 30,085 |
| Fines | 140 | |
| Irrecoverable VAT | 1,022 | |
| 32,640 | 34,417 |
2
| 2024 ਵ |
2023 ਵ |
|
|---|---|---|
| Finance costs | ||
| Sundry finance expenses | ||
| Bank charges | 1,030 | 240 |
| 1,030 | 240 |
3
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.