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Cairo Mezz PLC — Audit Report / Information 2024
Apr 30, 2025
2649_10-k_2025-04-30_39c18a4b-a59b-4ac8-ae40-8da3466820b4.pdf
Audit Report / Information
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REPORT AND FINANCIAL STATEMENTS For the year ended 31 December 2024
REPORT AND FINANCIAL STATEMENTS For the year ended 31 December 2024
| CONTENTS | PAGE |
|---|---|
| PAGE | |
|---|---|
| Board of Directors and other officers | 1 |
|---|---|
| Management Report | 2 - 5 |
| Independent auditor's report | 6 - 10 |
| Statement of profit or loss and other comprehensive income | 11 |
| Statement of financial position | 12 |
| Statement of changes in equity | 13 |
| Cash flow statement | 14 |
| Notes to the financial statements | 15 - 40 |
BOARD OF DIRECTORS AND OTHER OFFICERS
| Board of Directors: | Εleni Papandreou Christina Ioannidou Katerina Hatzichristofi |
|---|---|
| Company Secretary: | Omniserve Ltd 17-19, Themistokli Dervi The City House, 1066 Nicosia, Cyprus |
| Independent Auditors: | KPMG Limited Certified Public Accountants and Registered Auditors Esperidon 14 1087 Nicosia Cyprus |
| Registered office: | 33, Vasilissis Freiderikis Palais D'Ivoire House, 2nd floor 1066, Nicosia Cyprus |
| Bankers: | Eurobank Cyprus Limited Arch. Makariou III, 41 1065, Nicosia Cyprus |
MANAGEMENT REPORT
The Board of Directors presents its report and audited financial statements of the Company for the year ended 31 December 2024.
Incorporation
The Company Cairo Mezz Plc was incorporated in Cyprus on 15 January 2020 as a private limited liability company under the provisions of the Cyprus Companies Law, Cap. 113.
On 15 September 2020, the Company was renamed from Mairanus Limited to Cairo Mezz Plc and transformed to a public limited liability company under the provisions of the Cyprus Companies Law.
On 29 September 2020, the shares of the Company were listed in the Alternative Market EN.A Plus of the Athens Stock Exchange.
Principal activities and nature of operations of the Company
The principal activity of the Company is the holding and management of a) 75% of the mezzanine notes consisting exclusively of Class B2 Notes, and b) 44,9% of the junior notes consisting exclusively of Class C2 Notes ('bonds' or 'notes').
The Company holds bonds which have been contributed to the Company by Eurobank Ergasias Services and Holdings S.A. ("Eurobank Holdings") in June 2020 at the value of Eur56.017.137.
In particular, in the context of the transfer due to securitization of the relevant receivables, in June 2019 Eurobank Ergasias S.A transferred a mixed portfolio of non-performing loans to the special purpose entities Cairo No.1 Finance DAC, Cairo No.2 Finance DAC and Cairo No.3 Finance DAC incorporated in Ireland ('issuers'). In exchange for the transfer due to the sale of the receivables from the portfolio, each issuer issued notes to Eurobank Ergasias S.A.. Specifically Cairo No.1 Finance DAC, Cairo No.2 Finance DAC and Cairo No.3 Finance DAC issued fixed rate and mortgage backed floating rate notes. The loans issued are senior (Class A), mezzanine (Class B) and junior notes (Class C).
Subsequently, on 20 March 2020, Eurobank Ergasias S.A. (the demerged entity) was demerged and its banking activity sector was hived down to a new company-credit institution. Following the demerger, 75% of the mezzanine notes and 44,9% of the junior notes (notes) were retained by the demerged entity, which ceased to be a credit institution and was renamed to Eurobank Holdings. Eurobank Holdings contributed the notes to the Company, in exchange for newly issued share capital. Specifically, on 24 June 2020, 309.076.827 shares were issued by the Company at a total value of Eur57.490.010, in exchange for (i) the contribution of the aforementioned notes at a fair value of Eur56.017.137 and (ii) cash of Eur1.472.873.
Finally, in September 2020, the shares held by Eurobank Holdings in the Company were distributed to the shareholders of Eurobank Holdings, through a share capital decrease.
MANAGEMENT REPORT
Review of current position, and performance of the Company's business
As described above, the Company holds mezzanine notes and junior notes.
The mezzanine notes bear interest rate at Euribor 3m+5% and the junior notes bear interest rate at Euribor 3m+8%.
On the issuance of the notes, a Priority of Payments Schedule ("Waterfall") was established, which are settled on a quarterly basis. Based on this schedule, the repayments regarding the mezzanine and junior notes are the last ones in the order of priority. The Waterfall is as follows:
- Servicing fees, issuers' expenses and other securitization expenses priority 1
- Commissions for Hercules Asset Protection Scheme ("HAPS") priority 2
- Issuers' Profit (fixed specified amount of c. €3 000 per annum for all issuers in total) priority 3
- Interest payments οf senior notes (including deferred interest) priority 4
- Reserves for senior notes' interest and other expenses and fees priority 5
- Principal repayments of senior notes priority 6
- Interest payments οf mezzanine notes priority 7
- Principal repayments of mezzanine notes priority 8
- Interest payments οf junior notes priority 9
- Principal repayments of junior notes priority 10
Until today, the Company has not received any interest in relation to the notes it holds.
Consequently, the full redemption of the outstanding principal and/or interest balance of the senior notes and the required funds for the reserves is of higher priority to the payment of interest and / or principal to the holders of the mezzanine notes. Likewise, the full redemption of the outstanding principal and/or interest balance of the mezzanine notes, is of higher priority to the payment of the interest and / or principal to the holders of senior and mezzanine notes.
Therefore, as expected, the Company did not receive any interest income for the years 2020 to 2024. The Company recognised a gain of Eur61.312.000 (2023: gain Eur123.028.000) on the fair value adjustment on bonds based on valuation performed by independent valuers. The main reasons for the increase in the fair value of the bonds are described in note 8.7 of the financial statements.
On 31 January 2025, the Company signed an agreement with Eurobank S.A. for credit with open (debit and credit) account to cover its operating expenses. The credit is up to the amount of Eur1.600.000 (note 2).
Future developments of the Company
The Board of Directors does not expect any significant changes or developments in the operations, financial position and performance of the Company in the foreseeable future.
Existence of branches
The Company does not maintain any branches.
Going concern basis
The financial statements have been prepared on a going concern basis although the current liabilities of the Company exceeds its current assets by Eur90.512 as at 31 December 2024, due to the fact that on 31 January 2025 the Company signed an agreement for credit with open (debit and credit) account to cover its operating expenses (note 2).
MANAGEMENT REPORT
Use of financial instruments by the Company
The Company is exposed to market price risk, interest rate risk, credit risk and liquidity risk from the financial instruments it holds.
The Company's financial risk management objectives and policies are described in note 8 of the financial statements.
Market price risk
Market price risk is the risk that the value of financial instruments will fluctuate as a result of changes in market prices. The Company's financial assets at fair value through profit or loss consist of bonds (notes) which are traded in a stock exchange but the market is inactive. The fair value of the bonds as at 31 December 2024 is based on valuation from independent valuers.
Interest rate risk
Interest rate risk is the risk that the fair value or the future cash flows of financial instruments will fluctuate due to changes in market interest rates. The acquisition of floating rates investments expose the Company to cash flow interest risk.
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 and contractual cash flows of debt investments at fair value through profit or loss.
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 Company's exposure to liquidity risk is not considered significant at this stage as the available cash at bank are sufficient to cover the Company's liabilities for the next years.
Results
The Company's results for the year are set out on page 11.
Dividends
the Board of Directors does not recommend the payment of a dividend and the net profit for the year is retained.
Research and development activities
The Company did not carry out any research and development activities during the year.
Share capital
There were no changes in the share capital of the Company during the year under review.
Treasury shares
The Company has not made any share buybacks either itself directly or through a person acting in his own name on the Company's behalf.
Board of Directors
The members of the Company's Board of Directors as at the date of this report are presented on page 1. All of them were members of the Board of Directors throughout the year ended 31 December 2024.
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.
Operating Environment of the Company
Any significant events that relate to the operating environment of the Company are described in note 1 to the financial statements.
MANAGEMENT REPORT
Events after the reporting period
Any significant events that occurred after the end of the reporting period are described in note 19.
Related party transactions
Disclosed in note 18 of the financial statements.
Independent Auditors
The Independent Auditors, KPMG Limited, 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,
Εleni Papandreou Director
Nicosia, 30 April 2025
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF
CAIRO MEZZ PLC
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Cairo Mezz Plc (the "Company"), and its subsidiaries (the "Company"), which are presented on pages 11 to 42 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 the year then ended, and notes to the financial statements, including material accounting policy information.
In our opinion, the accompanying 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 IFRS Accounting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113 (the "Companies Law, Cap. 113").
Basis for Opinion
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 Audit of the Financial Statements" section of our report. We are independent of the Company in accordance with the International Code of Ethics (including International Independence Standards) for Professional Accountants of the International Ethics Standards Board for Accountants ("IESBA Code") together with the ethical requirements that are relevant to our audit of the 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.
CAIRO MEZZ PLC
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Carrying amount of investments at fair value through profit or loss
Refer to note 8 and 14 of the Financial Statements
assets.
Key audit matter How the matter was addressed in our audit
The main asset of the Company is the investments in Fair Value through profit or Our audit procedures in relation to the estimation of the fair value included the following among others:
loss, for which their value as of 31 December 2024 amounted to €240.289.000 • Evaluating the independence and competence of the independent bond valuer.
representing 99,9% of Company's total • With the assistance of our internal valuation specialist:
- we assessed the appropriateness of the methodology and
assumptions used by the bond valuer, and whether this is in line with
The said investments relate to bonds listed at an inactive market and, therefore, the Company uses external independent valuers common valuation practices and the requirements of the International Financial Reporting Standard 13 ''Fair value Measurement'' ("IFRS 13").
for the determination of the fair value (Level 3). The determination of the fair value is based on significant unobservable inputs, as described in note 8.7 of the financial statements. - we tested the application of the methods, assumptions, and data, by testing whether the calculations are made in accordance with the method and are mathematically accurate and by testing whether the integrity of the relevant assumptions and data has been maintained in applying the method by independently recalculating it using the methods and assumptions used by the bond valuer.
Given the significance of the size of the said assets and the subjectivity entailed in the valuation process for the determination of the • Tested, on sample basis, the relevance and reliability of the underlying data used in the models, by matching data to the data provided by the service provider of the bonds.
fair value, we have determined this to be a key audit matter. • Evaluating the completeness, accuracy and relevance of the disclosures required by IFRS 13.
CAIRO MEZZ PLC
Other information
Το Διοικητικό Συμβούλιο είναι υπεύθυνο για τις άλλες πληροφορίες. Οι άλλες πληροφορίες αποτελούνται από την Έκθεση Διαχείρισης, αλλά δεν περιλαμβάνουν τις οικονομικές καταστάσεις και την έκθεση ελεγκτών επί αυτών.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon, except as required by the Companies Law, Cap.113.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
With regards to the Management Report, our report is presented in the ''Report on Other Legal Requirements'' section.
Responsibilities of the Board of Directors and Those Charged with Governance for the Financial Statements
The Board of Directors is responsible for the preparation of financial statements that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113, and for such internal control as the Board of Directors determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Board of Directors is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless there is an intention to liquidate the Company or to cease the Company's operations, or there is no realistic alternative but to do so.
The Board of Directors and those charged with governance are responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud 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 audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
CAIRO MEZZ PLC
Auditor's Responsibilities for the Audit of the Financial Statements (continued)
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.
- Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves a true and fair view.
We communicate with 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 governance 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 determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
CAIRO MEZZ PLC
Report on Other Legal Requirements
Pursuant to the additional requirements of the Auditors Law of 2017 ("Law L.53(I)/2017"), and based on the work undertaken in the course of our audit, we report the following:
- In our opinion, the Management Report, the preparation of which is the responsibility of the Board of Directors, has been prepared in accordance with the requirements of the Cyprus Companies Law, Cap. 113, and the information given is consistent with the financial statements.
- In light of the knowledge and understanding of the business and the Company's environment obtained in the course of the audit, we have not identified material misstatements in the Management Report.
Other Matter
This report, including the opinion, has been prepared for and only for the Company's members as a body in accordance with Section 69 of Law L.53(I)/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 auditors' report is Mr. Haris A. Kakoullis.
Haris A. Kakoullis, CPA Certified Public Accountant and Registered Auditor for and on behalf of KPMG Limited Certified Public Accountants and Registered Auditors Esperidon 14 1087 Nicosia Cyprus
30 April 2025
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME For the year ended 31 December 2024
| 2024 | 2023 | ||
|---|---|---|---|
| Note | € | € | |
| Gains from financial assets at fair value through profit or loss | 9 | 61.312.000 | 123.028.000 |
| Total revenue | 61.312.000 | 123.028.000 | |
| Operating expenses | 10 | (388.726) | (289.989) |
| Profit before tax | 60.923.274 | 122.738.011 | |
| Tax | 11 | - | - |
| Net profit for the year | 60.923.274 | 122.738.011 | |
| Other comprehensive income | - | - | |
| Total comprehensive income for the year | 60.923.274 | 122.738.011 | |
| Basic and fully diluted profit per share (cent) | 12 | 19,71 | 39,71 |
The notes on pages 15 to 40 form an integral part of these financial statements.
STATEMENT OF FINANCIAL POSITION
31 December 2024
| 2024 | 2023 | ||
|---|---|---|---|
| ASSETS | Note | € | € |
| Non-current assets | |||
| Financial assets at fair value through profit or loss | 14 | 240.289.000 | 178.977.000 |
| Total non-current assets | 240.289.000 | 178.977.000 | |
| Current assets | |||
| Trade and other receivables | 13 | 18.573 | 17.480 |
| Cash at bank | 15 | 118.016 | 484.983 |
| Total current assets | 136.589 | 502.463 | |
| Total assets | 240.425.589 | 179.479.463 | |
| EQUITY AND LIABILITIES | |||
| Equity | |||
| Share capital | 16 | 30.909.683 | 30.909.683 |
| Share premium | 16 | 26.582.327 | 26.582.327 |
| Retained earnings | 182.706.478 | 121.783.204 | |
| Total equity | 240.198.488 | 179.275.214 | |
| Current liabilities | |||
| Trade and other payables | 17 | 227.101 | 204.249 |
| Total current liabilities | 227.101 | 204.249 | |
| Total equity and liabilities | 240.425.589 | 179.479.463 |
On 30 April 2025 the Board of Directors of Cairo Mezz Plc approved and authorised these financial statements for issue.
.................................... .................................... .................................... Director Director Director
Εleni Papandreou Christina Ioannidou Katerina Hatzichristofi
The notes on pages 15 to 40 form an integral part of these financial statements.
STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2024
| Share capital € |
Share premium € |
Retained earnings € |
Total € |
|
|---|---|---|---|---|
| Balance at 1 January 2023 | 30.909.683 | 26.582.327 | (954.807) | 56.537.203 |
| Comprehensive income Net profit for the year |
- | - | 122.738.011 | 122.738.011 |
| Balance at 31 December 2023/ 1 January 2024 |
30.909.683 | 26.582.327 | 121.783.204 179.275.214 | |
| Comprehensive expense Net profit for the year |
- | - | 60.923.274 | 60.923.274 |
| Balance at 31 December 2024 | 30.909.683 | 26.582.327 | 182.706.478 240.198.488 |
Share premium is not available for distribution.
Companies, which do not distribute 70% of their profits after tax, as defined by the Special Contribution for the Defence of the Republic Law, within two years after the end of the relevant tax year, will be deemed to have distributed this amount as dividend on the 31 of December of the second year. The amount of the deemed dividend distribution is reduced by any actual dividend already distributed by 31 December of the second year for the year the profits relate. The Company pays special defence contribution on behalf of the shareholders over the amount of the deemed dividend distribution at a rate of 17% (applicable since 2014) when the entitled shareholders are natural persons tax residents of Cyprus and have their domicile in Cyprus. In addition, the Company pays on behalf of the shareholders General Healthcare System (GHS) contribution at a rate of 2,65%, when the entitled shareholders are natural persons tax residents of Cyprus, regardless of their domicile.
The notes on pages 15 to 40 form an integral part of these financial statements.
CASH FLOW STATEMENT
For the year ended 31 December 2024
| 2024 | 2023 | ||
|---|---|---|---|
| Note | € | € | |
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit before tax | 60.923.274 | 122.738.011 | |
| Changes in: | |||
| Fair value gains on financial assets at fair value through profit or loss | 14 | (61.312.000) | (123.028.000) |
| (Increase)/decrease in trade and other receivables | 13 | (1.093) | 250 |
| Increase/(decrease) in trade and other payables | 17 | 22.852 | (35.876) |
| Cash used in operations | (366.967) | (325.615) | |
| CASH FLOWS FROM INVESTING ACTIVITIES | - | - | |
| CASH FLOWS FROM FINANCING ACTIVITIES | - | - | |
| Net decrease in cash and cash equivalents | (366.967) | (325.615) | |
| Cash and cash equivalents at beginning of the year | 484.983 | 810.598 | |
| Cash and cash equivalents at end of the year | 15 | 118.016 | 484.983 |
The notes on pages 15 to 40 form an integral part of these financial statements.
1. Incorporation and principal activities
Country of incorporation
The Company Cairo Mezz Plc (the ''Company'') was incorporated (and is a resident) in Cyprus on 15 January 2020 as a private limited liability company under the provisions of the Cyprus Companies Law, Cap. 113. On 15 September 2020, it was transformed into a public limited liability company and on 29 September 2020 the shares of the Company were listed in the Alternative Market EN.A Plus of the Athens Stock Exchange.
Its registered office and business address is at 33, Vasilissis Freiderikis, Palais D'Ivoire House, 2nd floor, 1066, Nicosia, Cyprus.
Principal activities
The principal activity of the Company is the holding and management of a) 75% of the mezzanine notes consisting exclusively of Class B2 Notes, and b) 44,9% of the junior notes consisting exclusively of Class C2 Notes ('bonds' or 'notes').
The Company holds bonds which have been contributed to the Company by Eurobank Ergasias Services and Holdings S.A. ("Eurobank Holdings") in June 2020 at the value of Eur56.017.137.
In particular, in the context of the transfer due to securitization of the relevant receivables, in June 2019 Eurobank Ergasias S.A transferred a mixed portfolio of non-performing loans to the special purpose entities Cairo No.1 Finance DAC, Cairo No.2 Finance DAC and Cairo No.3 Finance DAC incorporated in Ireland ('issuers'). In exchange for the transfer due to the sale of the receivables from the portfolio, each issuer issued notes to Eurobank Ergasias S.A.. Specifically Cairo No.1 Finance DAC, Cairo No.2 Finance DAC and Cairo No.3 Finance DAC issued fixed rate and mortgage backed floating rate notes. The loans issued are senior (Class A), mezzanine (Class B) and junior notes (Class C).
Subsequently, on 20 March 2020, Eurobank Ergasias S.A. (the demerged entity) was demerged and its banking activity sector was hived down to a new company-credit institution. Following the demerger, 75% of the mezzanine notes and 44,9% of the junior notes (notes) were retained by the demerged entity, which ceased to be a credit institution and was renamed to Eurobank Holdings. Eurobank Holdings contributed the notes to the Company in exchange for newly issued share capital. Specifically, on 24 June 2020, 309.076.827 shares were issued by the Company at a total value of Eur57.490.010, in exchange for (i) the contribution of the aforementioned notes at a fair value of Eur56.017.137 and (ii) cash of Eur1.472.873.
Finally, in September 2020, the shares held by Eurobank Holdings in the Company were distributed to the shareholders of Eurobank Holdings through a share capital decrease.
Operating Environment of the Company
At the time of the approval of the present financial statements, the geopolitical tensions continue, mostly due to the war in Ukraine and the fragile situation in the Middle East, negatively impacting the regional and global stability and security and the global and European economy.
However, according to the annual report from the Governor of Bank of Greece, the Greek economy in 2023 kept growing. Real GDP rose by 2.3%, a rate that is more than double than the European average especially driven by the increase in private consumption, exports of services and investments. Headline inflation continued to decline, mainly reflecting a decline in food inflation, while the persistence of services inflation impeded faster de-escalation. Labour market conditions have further improved, as employment growth has accelerated and unemployment has fallen to its lowest level in fifteen years, but the tightness observed in most sectors has intensified. Despite the increased uncertainty, the Greek economy is expected to further grow in 2025 as well at a steady rate and significantly higher than the eurozone, while inflation is expected to further decline.
In the banking sector, the ratio of non-performing loans over total loans was reduced to its lowest level since Greece' inception to the eurozone.
1. Incorporation and principal activities (continued)
The Harmonised Index of Consumer Prices (HICP), decreased to 3% in 2024 (from 4.2% in 2023), compared to an EU average of 2.4%.
The labor market in 2024 continued its dynamic trajectory, with unemployment rate further declining and higher participation in the workforce. Total employment rose by 2% in 2024 (vs 1.3% increase in 2023).
The Greek real estate market continued to attract interest and capital from Greece and abroad in 2024 as well. The residential sector, retained its positive momentum, particularly investment properties which witnessed higher prices, while also in the commercial real estate sector, prices kept rising especially for the high end properties.
All of the above are indirectly reflected in recognition and measurement of assets and liabilities in the financial statements for the year ended 31 December 2024. More specifically, impact of the geopolitical situation in Eastern Europe and Greek economy's prospects have been taken into account in the expected future cash flows for the assessment of fair value of investments at fair value through profit or loss, carried out by independent valuers. The Management of the Company evaluated the necessity of any impairment provision of the financial assets value (measured at fair value) by taking into account the current and the estimated financial conditions at the end of the financial year. However, the exact economic impact of the current crisis on global economy and overall business activity cannot be estimated reasonably due to the high level of uncertainty globally. Management's current expectations and estimates may differ from actual results.
2. Basis of preparation
The 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. The financial statements have been prepared under the historical cost convention, except from the financial assets which are measured at fair value through profit or loss.
Going concern basis
Even though the Company has a profit of Eur60.923.274.for the year ended 31 December 2024, as of that date its current liabilities exceeds its current assets by Eur90.512 and the cash flows from operating activities were negative by Eur366.967.
However, on 31 January 2025, the Company signed an agreement for credit with open (debit and credit) account with Eurobank S.A. to cover its operating expenses. The credit is up to the amount of Eur1.600.000. The Company assigned as a pledge every claim against the Bank deriving from the deposit / account made at the Bank in the Company's name, together with any interest to any sum to which the said claim may amount. The due amount will bear an annual interest rate equal to EURIBOR (floating part) plus a spread of 4% (fixed part) plus a contribution (currently 0,6%). The interest will be calculated and capitalised on an annual basis, on 1 January of each year. The credit and the accrued interest will be payable on 1 January 2030, unless the Company has inflows from the notes. In this case, on 1 January 2026 and at the end o each subsequent interest period, the Company shall apply an amount equal to the net cash flows generated from notes held by the Company.
The net cash flows shall be applied firstly for the payment of any expenses or fees due, secondly for the payment of accrued interest and thirdly for the repayment of principal.
Based on the assessment carried out on 31 December 2024, the bonds are expected to generate the first significant cash flows to the Company in 2027, therefore it is expected for the Company to be able to settle the loan before the expiry date.
Based on the above, the Board of Directors are satisfied that the going concern basis is appropriate for the preparation of the financial statements.
2. Basis of preparation (continued)
3. Critical accounting estimates and judgments
In preparing these financial statements in accordance with IFRS Accounting Standards -EU management has made judgements, estimates and assumptions that affect the application of the Company's accounting policies and the reported amounts of assets, liabilities, income and expenses. The estimates and underlying assumptions are based on historical experience and various other factors that are deemed to be reasonable based on knowledge available at that time. Actual results may deviate from such estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to estimates are recognised prospectively - that is, in the period during which the estimate is revised, if the estimate affects only that period, or in the period of the revision and future periods, if the revision affects the present as well as future periods.
The significant 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:
Critical judgements in applying the Company's accounting policies
Fair value of financial assets
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques which are based on significant non-observable parameters (Note 8.7).
4. Functional and presentation currency
The financial statements are presented in Euro (€) which is the functional currency of the Company.
5. Adoption of new or revised standards and interpretations
During the current year the Company adopted all the new and revised IFRSs as adopted by the EU that are relevant to its operations and are effective for accounting periods beginning on 1 January 2024. This adoption did not have a material effect on the accounting policies of the Company.
6. Material accounting policy information
The material accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented in these financial statements unless otherwise stated.
Management seeks not to reduce the understandability of these financial statements by obscuring material information with immaterial information. Hence, only material accounting policy information is disclosed, where relevant, in the related disclosure notes.
Segmental reporting
The Company does not present segmental reporting as its activities are limited to only one segment, the Company, which holds bonds of the special purpose entities Cairo No.1 Finance DAC, Cairo No.2 Finance DAC, and Cairo No.3 DAC, incorporated in Ireland. The bonds are listed on the Vienna Stock Exchange in Austria and was the result of the transfer of a mixed portfolio of non-performing loans by Eurobank Ergasias S.A. to these special purpose entities.
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2024
6. Material accounting policy information (continued)
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. The current income tax charge is calculated in the basis of the tax laws enacted or substantively enacted at the reporting date in the country in which the Company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. If applicable tax regulation is subject to interpretation, it establishes provision where appropriate on the basis of amounts expected to be paid to the tax authorities.
Financial assets - Classification
The Company classifies its financial assets in the following measurement categories:
- those to be measured subsequently at fair value (either through OCI or through profit or loss), and
- those to be measured at amortised cost.
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 fair value through other comprehensive income (FVOCI) or at fair value through profit or loss (FVTPL) if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
All other financial assets are classified as measured at fair value through profit or loss.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income.
Financial assets - Business model assessment
The Company makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:
-
the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management's strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realising cash flows through the sale of the assets,
-
how the performance of the portfolio is evaluated and reported to the Company's management,
-
the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed,
-
how managers of the business are compensated e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected, and
-
the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity.
Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, consistent with the Company continuing recognition of the assets.
6. Material accounting policy information (continued)
Financial assets - Classification (continued)
Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.
Financial assets - Assessment whether contractual cash flows are solely payments of principal and interest
For the purposes of this assessment, 'principal' is defined as the fair value of the financial asset on initial recognition. 'Interest' is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin.
In assessing whether the contractual cash flows are solely payments of principal and interest, the Company considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Company considers:
- contingent events that would change the amount or timing of cash flows,
- terms that may adjust the contractual coupon rate, including variable rate features,
- prepayment and extension features, and
- terms that limit the Company claim to cash flows from specified assets (e.g. non recourse features).
A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable additional compensation for early termination of the contract. Additionally, for a financial asset acquired at a discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable additional compensation for early termination) is treated as consistent with this criterion if the fair value of the prepayment feature is insignificant at initial recognition.
Financial assets - Recognition and derecognition
All purchases and sales of financial assets that require delivery within the time frame established by regulation or market convention (''regular 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.
Financial assets - Measurement
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 assets carried 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.
6. Material accounting policy information (continued)
Financial assets - Measurement (continued)
Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVTPL. A gain or loss on a debt investment that is subsequently measured at FVTPL is recognised in profit or loss and presented net within ''other gains/(losses)'' in the period in which it arises.
Financial assets - impairment - credit loss allowance for ECL
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 identifies 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 ECL''). If the Company determines that a financial asset is credit-impaired, the asset is transferred to Stage 3 and its ECL is measured as a Lifetime ECL.
Additionally the Company has decided to use the low credit risk assessment exemption for investment grade financial assets.
Cash and cash equivalents
For the purpose of the cash flow statement, cash and cash equivalents comprise cash at bank. Cash and cash equivalents are carried at amortised cost because: (i) they are held for collection of contractual cash flows and those cash flows represent SPPI, and (ii) they are not designated at FVTPL.
Classification as trade receivables
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets. Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less loss allowance.
Trade receivables are recognised initially at the amount of consideration that is unconditional unless they contain significant financing components, in which case they are recognised at fair value. The Company holds the trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method.
Trade receivables are also subject to the impairment requirements of IFRS 9. The Company applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables.
Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Company, and a failure to make contractual payments for a period of greater than 180 days past due.
Trade payables
Trade payables are initially measured at fair value and are subsequently measured at amortised cost, using the effective interest rate method.
6. Material accounting policy information (continued)
Share capital
Ordinary shares are classified as equity. The difference between the fair value of the consideration received by the Company and the nominal value of the share capital being issued is taken to the share premium account.
7. New accounting pronouncements
Standards issued but not yet effective
Up to the date of approval of the financial statements, certain new standards, interpretations and amendments to existing standards have been published that are not yet effective for the current reporting period and which the Company has not early adopted, as follows:
(i) Issued by the IASB and adopted by the European Union
Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (issued on 15 August 2023) (effective for annual periods beginning on or after 1 January 2025).
(ii) Issued by the IASB but not yet adopted by the European Union
New standards
- IFRS 19 Subsidiaries without Public Accountability: Disclosures (issued on 9 May 2024) (effective for annual periods beginning on or after 1 January 2027).
- IFRS18 Presentation and disclosure in financial statements (issued on 9 April 2024) (effective for annual periods beginning on or after 1 January 2027).
Amendments
- Annual Improvements Volume 11 (issued on 18 July 2024) (effective for annual periods beginning on or after 1 January 2026)
- Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7) (issued on 30 May 2024) (effective for annual periods beginning on or after 1 January 2026).
- IFRS 9 Financial Instruments and IFRS 7 Financial instruments: Disclosures (Amendments): Contracts referencing nature-dependent electricity (issued on 18 December 2024) (effective for annual periods beginning on or after 1 January 2026).
- Amendments to IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (effective date postponed indefinitely).
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2024
7. New accounting pronouncements (continued)
The above are expected to have no significant impact on the Company's financial statements when they become effective.
8. Financial risk management
Financial risk factors
The Company is exposed to market price risk, interest rate risk, credit risk, liquidity 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:
8.1 Financial instruments by category
The accounting policies for financial instruments have been applied to the line items below:
| Fair value through | Total | |
|---|---|---|
| € | ||
| 548.000 | - | 548.000 |
| 1.892.000 | - | 1.892.000 |
| 237.849.000 | - | 237.849.000 |
| 118.016 | ||
| 240.289.000 | 118.016 | 240.407.016 |
| Other financial liabilities |
Total | |
| € | ||
| 227.101 | 227.101 | |
| 227.101 | 227.101 | |
| Fair value through | Financial assets | |
| profit or loss at amortised cost |
Total | |
| € | € | € |
| 16.688.000 10.237.000 |
||
| 152.052.000 | ||
| - | 484.983 | 484.983 |
| 179.461.983 | ||
| profit or loss € - 16.688.000 10.237.000 152.052.000 178.977.000 |
Financial assets at amortised cost € 118.016 € - - - 484.983 |
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2024
8. Financial risk management (continued)
8.1 Financial instruments by category (continued)
| Total | 204.249 | 204.249 |
|---|---|---|
| Liabilities as per statement of financial position: Trade payables |
204.249 | 204.249 |
| € | € | |
| Other financial liabilities |
Total |
8.2 Market price risk
Market price risk is the risk that the value of financial instruments will fluctuate as a result of changes in market prices. The Company's financial assets at fair value through profit or loss consist of bonds (notes) which are traded in a stock exchange but the market is inactive. The fair value of the bonds as at 31 December 2024 is based on valuation from independent valuers (see note 8.7).
8.3 Interest rate risk
Interest rate risk is the risk that the fair value or the future cash flows of financial instruments will fluctuate due to changes in market interest rates. The acquisition of floating rates investments expose the Company to cash flow interest risk.
The financial assets held by the Company consist of mezzanine notes and junior notes.
The mezzanine notes bear interest at Euribor 3m+5% and the junior notes bear interest at Euribor 3m+8%.
The Company did not receive any interest in relation to the notes it holds until today.
As a result an increase/decrease of the interest rates by 100 units at 31 December 2024 would not had a direct impact in the equity and results of the Company, except for the impact on fair value as presented in the sensivity analysis in note 8.7.
8.4 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 cash and cash equivalents and contractual cash flows of debt investments at fair value through profit or loss.
(i) Risk management
Credit risk is managed on an individual 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'].
(ii) Impairment of investments
The Company has the following types of investments that are subject to the expected credit loss model:
cash and cash equivalents
The impairment methodology applied by the Company for calculating expected credit losses depends on the type of financial asset assessed for impairment. Specifically:
For trade receivables the Company applies the simplified approach permitted by IFRS 9, which requires lifetime expected losses to be recognised from initial recognition of the investments.
8. Financial risk management (continued)
8.4 Credit risk (continued)
(ii) Impairment of investments (continued)
For all other investments 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 asset that is not credit-impaired on initial recognition is classified in Stage 1. Investments 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 identifies 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 ECL''). If the Company determines that a financial asset is credit-impaired, the asset is transferred to Stage 3 and its ECL is measured as a Lifetime ECL.
Impairment losses are presented as net impairment losses on financial and contract assets within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item.
Significant increase in credit risk
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:
- external credit rating (as far as available)
- actual or expected significant adverse changes in business, financial or economic conditions that are expected to cause a significant change to the borrower's/counterparty's ability to meet its obligations
- actual or expected significant changes in the operating results of the borrower/counterparty
- significant increases in credit risk on other financial instruments of the same borrower/counterparty
- significant changes in the expected performance and behaviour of the borrower/counterparty, including changes in the payment status of counterparty in the Company and changes in the operating results of the borrower/counterparty.
Low credit risk
The Company considers a debt security to have low credit risk when its credit rating is equivalent to the globally understood definition of 'investment grade'. The Company considers this to be Baa3 or higher per the credit rating of Moody's.
Default
A default on a financial asset is when the counterparty fails to make contractual payments within 90 days of when they fall due.
Write-off
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 investments have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognised in profit or loss.
8. Financial risk management (continued)
8.4 Credit risk (continued)
(ii) Impairment of investments (continued)
The Company's exposure to credit risk for each class of (asset/instrument) subject to the expected credit loss model is set out below:
Cash and cash equivalents
The Company assesses, on an individual 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.
The gross carrying amounts below represent the Company's maximum exposure to credit risk on these assets as at 31 December 2024 and 31 December 2023:
| Company internal credit rating | External credit rating (*) | 2024 | 2023 |
|---|---|---|---|
| € | € | ||
| Performing | Baa2 | 118.016 | 484.983 |
| Total | 118.016 | 484.983 |
* Source: Moody's.
The above external credit rating is the rating of the holding company of the bank, as the external credit rating of the bank was not available.
The Company does not hold any collateral as security for any cash at bank balances.
There were no cash at bank balances written off during the year that are subject to enforcement activity.
(iii) Financial assets at fair value through profit or loss
The maximum exposure at the end of the reporting period is the carrying amount of these investments.
8.5 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 Company's exposure to liquidity risk is not considered significant at this stage as the available cash at bank are sufficient to cover the Company's liabilities for the next years.
On 31 January 2025, the Company signed an agreement for credit with open (debit and credit) account. The credit is up to the amount of Eur1.600.000. The repayment terms are disclosed in note 2.
The following table details the Company's remaining contractual maturity for its financial liabilities. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay.
| 31 December 2024 | Carrying amounts € |
Contractual cash flows € |
3 months or less € |
3-12 months € |
1-5 years € |
More than 5 years € |
|---|---|---|---|---|---|---|
| Trade and other payables | 227.101 | 227.101 | 227.101 | - | - | - |
| 227.101 | 227.101 | 227.101 | - | - | - |
8. Financial risk management (continued)
8.5 Liquidity risk (continued)
| 204.249 | 204.249 | 204.249 | - | - | - | |
|---|---|---|---|---|---|---|
| Trade and other payables | 204.249 | 204.249 | 204.249 | - | - | - |
| € | € | € | € | € | € | |
| 31 December 2023 | Carrying amounts |
Contractual cash flows |
3 months or less |
3-12 months | 1-5 years | More than 5 years |
8.6 Capital risk management
Capital includes equity shares and share premium. The Company did not have any borrowings at 31 December 2024 and 31 December 2023.
The Company's objectives in managing capital are to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure.
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares.
8.7 Fair value estimation
The carrying amounts and fair values of certain financial assets and liabilities are as follows:
| Carrying amounts | Fair values | |||
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| € | € | € | € | |
| Financial assets measured at fair value | ||||
| Mezzanine notes (Class B2) | ||||
| -Cairo 1 | 548.000 | 16.688.000 | 548.000 | 16.688.000 |
| -Cairo 2 | 1.892.000 | 10.237.000 | 1.892.000 | 10.237.000 |
| -Cairo 3 | 237.849.000 | 152.052.000 | 237.849.000 | 152.052.000 |
| Junior notes (Class C2) | - | - | - | - |
| 240.289.000 | 178.977.000 | 240.289.000 | 178.977.000 | |
| Financial assets not measured at fair value | ||||
| Cash and cash equivalents | 118.016 | 484.983 | 118.016 | 484.983 |
| 118.016 | 484.983 | 118.016 | 484.983 | |
| Financial liabilities not measured at fair value |
||||
| Trade and other payables | 227.100 | 204.249 | 227.101 | 204.249 |
| 227.100 | 204.249 | 227.101 | 204.249 |
The fair value of financial instruments not traded in an active market is based on various valuation techniques. The bonds are listed on Vienna Stock Exchange, however the market is inactive. As a result, the fair value of the bonds is based on valuation techniques performed by independent valuers. During 2024, the Management increased the carrying value of the bonds based on the valuation performed, by recognising a fair value gain of Eur61.312.000 (2023: Eur123.028.000) on the Statement of Profit or Loss and Other Comprehensive Income.
The valuation is based of the Discounted Expected Cash Flow Method under Income Approach and using assumptions which are based on the market conditions at the valuation date. The valuation is made on an annual basis, where it is assessed to what extent the assumptions should be revised. The Discounted Expected Cash Flows depends on:
8. Financial risk management (continued)
a) the expected receipts on loans (asset model), which depend on the updated business plan parameters (the main parameters are the restructuring parameters, liquidation parameters, and the strategy mix)
b) the waterfall (liability model) as described in note 14 and the discount rate which is determined based on the Capital Asset Pricing Model (CAPM).
The expected receipts on loans (asset model) are entered into waterfalls and any expected inflows from the junior and mezzanine notes are discounted using the discount rate.
The valuation by the independent valuers was made by taking into consideration the following factors: -assessment of the actual cash flows of the notes (Cairo 1, 2 and 3) for the period 2020-2024 vis-a-vis its projected performance,
-assessment of the expected cash flows of the notes for the period from the valuation date to their maturity date, that have been developed based on assumptions and forecasts deemed appropriate, information regarding the current status of the portfolio's data tape, historical collections up the valuation date and the current macroeconomic environment in Greece. Also the credit risk was taken into account,
-estimation of an appropriate discount rate,
-estimation of the present value of the notes' cash flows as at the valuation date.
The significant increase in the fair value measurement in 2024 is mainly attributed to the following reasons:
-the passage of time by one year and the decrease in the discount rate from 17,1% in 2023 to 15,3% in 2024, -the overperformance of Cairo 3 results in significant repayments of high-security notes (despite the underperformance of Cairo 1 & 2),
-the increase in the adjusted underlying collateral value of real estate collaterals due to the increase in the real estate market in Greece.
The significant increase in the fair value measurement in 2023 is mainly attributed to the following reasons:
-the overperformance in 2023 leading to a significant payment of Senior Note (mainly for Cairo3).
-the decrease in the discount rate from 18,4% in 2022 to 17.1% in 2023.
-the increase of the unsecured rate assumption used in the model from 2% in 2022 to 4% in 2023 leading to an increase in the projected cashflows.
-the increase in the adjusted underlying collateral value of real estate collaterals due to the increases in real estate market in Greece.
-the passage of time by one year and the adjustment of the timing assumptions used.
8. Financial risk management (continued)
Valuation techniques and significant unobservable inputs
The following table shows the valuation techniques used in the measuring Level 3 fair values for financial instruments in the statement of financial position, as well as the significant unobservable inputs used:
| 31 December 2024 Type |
Valuation technique | Significant unobservable inputs |
Inter-relationship between significant unobservable inputs and fair value measurement |
|---|---|---|---|
| Mezzanine notes (Class B2) - Cairo1/Cairo2/Cairo3 |
Discounted Expected Cash Flow Method (DCF) |
- Discounted rate 15,3% - Main parameters of the revised business plan: (i) Restructuring parameters for Cairo1/Cairo2/Cairo3 respectively: -average term (new): 15/15/8 years, -average term (existing): 10/5/5 years, -average bond interest rate: 3%/3%/3,5%, - targeted average loan to value ratio: 100%/87%/120% -Unsecured (Term/Recoveries %): 5 years, 4%/5 years, 4%/5 years, 4% (ii) Liquidation parameters* for Cairo1/Cairo2/Cairo3 respectively: -average liquidation period: 6-26 months/6-26 months/12-30 months, -average liquidation rate: 25%/25%/25% (iii) Probability weight (Liquidation parameters/restructuring parameters): 49:50/49:51/58:43 |
The estimated fair value would increase/(decrease) if: - the discount rate was lower/(higher) - the average term was lower/(higher) - the average bond interest rate was higher/(lower) - the targeted average loan to value ratio was higher/(lower) -the unsecured (Term/Recoveries %) was higher/(lower) - the average liquidation period was lower/(higher) - the average liquidation rate was lower/(higher) - the probability weight of restructuring strategy was higher/(lower) |
8. Financial risk management (continued)
| Junior notes (Class Discounted Expected C2) - Cash Flow Method Cairo1/Cairo2/Cairo 3 (DCF) |
- Discounted rate 15,3% - Main parameters of the revised business plan: (i) Restructuring parameters for Cairo1/Cairo2/Cairo3 respectively: - average term (new): 15/15/8 years - average term (existing): 10/5/5 years -average bond interest rate: 3%/3%/3,5% - targeted average loan to value ratio: 100%/87%/120% -Unsecured (Term/Recoveries %): 5 years, 4%/5 years, 4%/5 years, 4% (ii) Liquidation parameters* for Cairo1/Cairo2/Cairo3 respectively: -average liquidation period: 6-26 months/6-26 months/12-30 months - average liquidation rate: 25%/25%/25% (iii) Probability weight (Liquidation parameters/restructuring parameters): - 49:50/49:51/58:43 |
The estimated fair value would increase/(decrease) if: - the discounted rate was lower/(higher) - the average term was lower/(higher) - the average bond interest rate was higher/(lower) - the targeted average loan to value ratio was higher/(lower) -the unsecured (Term/Recoveries %) was higher/(lower) - the average liquidation period was lower/(higher) - the average liquidation rate was lower/(higher) - the probability weight of restructuring strategy was higher/(lower) |
|---|---|---|
| ----------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2024
8. Financial risk management (continued)
| 31 December 2023 Valuation technique |
Valuation technique | Significant unobservable inputs |
Inter-relationship between significant unobservable inputs and fair value |
|---|---|---|---|
| measurement | |||
| Mezzanine notes (Class B2) - Cairo1/Cairo2/Cairo3 |
Discounted Expected Cash Flow Method (DCF) |
- Discounted rate 17,1% - Main parameters of the revised business plan: (i) Restructuring parameters for Cairo1/Cairo2/Cairo3 respectively: -average term (new): 20/20/8 years, -average term (existing): 11/6/6 years, -average bond interest rate: 3%/3%/3,5%, - targeted average loan to value ratio: 100%/87%/120% -Unsecured (Term/Recoveries %): 5 years, 4%/5 years, 4%/5 years, 4% (ii) Liquidation parameters* for Cairo1/Cairo2/Cairo3 respectively: -average liquidation period: 12-38 months/12-38 months/24-42 months, -average liquidation rate: 25%/25%/25% (iii) Probability weight (Liquidation parameters/restructuring parameters): 54:46/50:50/57:43 |
The estimated fair value would increase/(decrease) if: - the discount rate was lower/(higher) - the average term was lower/(higher) - the average bond interest rate was higher/(lower) - the targeted average loan to value ratio was higher/(lower) -the unsecured (Term/Recoveries %) was higher/(lower) - the average liquidation period was lower/(higher) - the average liquidation rate was lower/(higher) - the probability weight of restructuring strategy was higher/(lower) |
8. Financial risk management (continued)
| Junior notes (Class C2) - Cairo1/Cairo2/Cairo 3 |
Discounted Expected Cash Flow Method (DCF) |
-Discounted rate 17,1% - Main parameters of the revised business plan: (i) Restructuring parameters for Cairo1/Cairo2/Cairo3 respectively: - average term (new): 20/20/8 years - average term (existing): 11/6/6 years -average bond interest rate: 3%/3%/3,5% - targeted average loan to value ratio: 100%/87%/120% -Unsecured (Term/Recoveries %): 5 years, 4%/5 years, 4%/5 years, 4% (ii) Liquidation parameters* for Cairo1/Cairo2/Cairo3 respectively: -average liquidation period: 12-38 months/12-38 months/24-42 months - average liquidation rate: 25%/25%/25% (iii) Probability weight (Liquidation parameters/restructuring parameters): - 54:46/50:50/57:43 |
The estimated fair value would increase/(decrease) if: - the discounted rate was lower/(higher) - the average term was lower/(higher) - the average bond interest rate was higher/(lower) - the targeted average loan to value ratio was higher/(lower) -the unsecured (Term/Recoveries %) was higher/(lower) - the average liquidation period was lower/(higher) - the average liquidation rate was lower/(higher) - the probability weight of restructuring strategy was higher/(lower) |
|---|---|---|---|
| ------------------------------------------------------- | -------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |
*The liquidation parameters include the various strategies:
•Debt to Asset Swap (Cairo 1,2,3) •Forced Liquidation (Cario 1,2,3)
•REO Sale (Cairo 1,2,3)
The average liquidation rate as described above is applicable only to the forced liquidation strategy, which represents 74%/67%/44% (2023: 77%/70%/47%) of the liquidation parameters for Cairo1,2,3 respectively.
8. Financial risk management (continued)
Sensitivity analysis
A possible change at the reporting date to one of the significant unobservable inputs, holding other inputs constant, would have the following effects:
| Statement of profit or loss and total equity |
||
|---|---|---|
| 31 December 2024 | Increase | Decrease |
| Mezzanine notes (Class B2) | € | € |
| Discount rate (-/+1%) | ||
| -Cairo 1 | 74.000 | 64.000 |
| -Cairo 2 | 226.000 | 197.000 |
| -Cairo 3 | 9.466.000 | 8.969.000 |
| Restructuring parameters | ||
| Μέση χρονική περίοδος (-/+12 μήνες) | ||
| -Cairo 1 | 75.000 | 75.000 |
| -Cairo 2 | 302.000 | 236.000 |
| -Cairo 3 | 20.681.000 | 19.197.000 |
| Average bond interest rate (+/-1%) | ||
| -Cairo 1 | 385.000 | 246.000 |
| -Cairo 2 | 881.000 | 639.000 |
| -Cairo 3 | 6.135.000 | 6.011.000 |
| Targeted average loan to value ratio (+/-10%) | ||
| -Cairo 1 | 616.000 | 247.000 |
| -Cairo 2 | 1.779.000 | 1.061.000 |
| -Cairo 3 | 7.426.000 | 7.952.000 |
| Unsecured recoveries (+/-2%) | ||
| -Cairo 1 | 119.000 | 102.000 |
| -Cairo 2 | 1.185.000 | 789.000 |
| -Cairo 3 | 29.801.000 | 29.586.000 |
| Liquidation parameters | ||
| Average liquidation period (-/+ 12 months) | ||
| -Cairo 1 | 115.000 | 177.000 |
| -Cairo 2 | 418.000 | 546.000 |
| -Cairo 3 | 14.814.000 | 20.222.000 |
| Average liquidation rate (-/+10%) | ||
| -Cairo 1 | 499.000 | 288.000 |
| -Cairo 2 | 1.599.000 | 955.000 |
| -Cairo 3 | 10.113.000 | 10.010.000 |
| Probability weight | ||
| Weight-of liquidation strategy: restructuring strategy (+/-10%) | ||
| -Cairo 1 | 174.000 | 172.000 |
| -Cairo 2 | 472.000 | 480.000 |
| -Cairo 3 | 2.436.000 | 3.085.000 |
There is no effect on the fair value from any possible changes in the above parameters for junior notes (Class C2).
| 8. Financial risk management (continued) | |||
|---|---|---|---|
| Statement of profit or loss and total | |||
| 31 December 2023 | Increase | equity Decrease |
|
| Mezzanine notes (Class B2) | € | € | |
| Discount rate (-/+1%) | |||
| -Cairo 1 | 1.753.000 | 1.557.000 | |
| -Cairo 2 | 1.370.000 | 1.194.000 | |
| -Cairo 3 | 7.845.000 | 7.372.000 | |
| Restructuring parameters | |||
| Μέση χρονική περίοδος (-/+12 μήνες) | |||
| -Cairo 1 | 2.989.000 | 2.592.000 | |
| -Cairo 2 | 3.457.000 | 2.930.000 | |
| -Cairo 3 | 17.933.000 | 16.667.000 | |
| Average bond interest rate (+/-1%) | |||
| -Cairo 1 | 4.656.000 | 4.170.000 | |
| -Cairo 2 | 4.022.000 | 3.389.000 | |
| -Cairo 3 | 6.415.000 | 6.294.000 | |
| Targeted average loan to value ratio (+/-10%) | |||
| -Cairo 1 | 12.226.000 | 10.651.000 | |
| -Cairo 2 | 11.840.000 | 7.487.000 | |
| -Cairo 3 | 9.221.000 | 9.514.000 | |
| Unsecured recoveries (+/-2%) | |||
| -Cairo 1 | 1.471.000 | 1.419.000 | |
| -Cairo 2 | 6.128.000 | 4.399.000 | |
| -Cairo 3 | 22.688.000 | 22.402.000 | |
| Liquidation parameters | |||
| Average liquidation period (-/+ 12 months) | |||
| -Cairo 1 | 4.152.000 | 5.679.000 | |
| -Cairo 2 | 3.918.000 | 4.789.000 | |
| -Cairo 3 | 11.220.000 | 14.808.000 | |
| Average liquidation rate (-/+10%) | |||
| -Cairo 1 | 9.572.000 | 7.535.000 | |
| -Cairo 2 | 10.661.000 | 6.391.000 | |
| -Cairo 3 | 7.292.000 | 7.309.000 | |
| Probability weight | |||
| Weight-of liquidation strategy: restructuring strategy (+/-10%) | |||
| -Cairo 1 | 608.000 | 146.000 | |
| -Cairo 2 | 2.264.000 | 819.000 | |
| -Cairo 3 | 3.389.000 | 5.135.000 |
There is no effect on the fair value from any possible changes in the above parameters for junior notes (Class C2).
Fair value measurements recognised in statement of financial position
The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:
- Level 1 quoted prices (unadjusted) in active markets for identical assets or liabilities.
- Level 2 inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
- Level 3 inputs for the asset or liability that are not based on observable market data (unobservable inputs).
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2024
8. Financial risk management (continued)
Fair value measurements recognised in statement of financial position (continued)
| 31 December 2024 | Level 3 € |
Total € |
|---|---|---|
| Financial assets | ||
| Financial assets at fair value through profit or loss | ||
| Mezzanine notes (Class B2) | ||
| -Cairo 1 | 548.000 | 548.000 |
| -Cairo 2 | 1.892.000 | 1.892.000 |
| -Cairo 3 | 237.849.000 | 237.849.000 |
| Junior notes (Class C2) | - | - |
| Total | 240.289.000 | 240.289.000 |
| 31 December 2023 | Level 3 € |
Total € |
| Financial assets | ||
| Financial assets at fair value through profit or loss | ||
| Mezzanine notes (Class B2) | ||
| -Cairo 1 | 16.688.000 | 16.688.000 |
| -Cairo 2 | 10.237.000 | 10.237.000 |
| -Cairo 3 | 152.052.000 | 152.052.000 |
| Junior notes (Class C2) | - | - |
| Total | 178.977.000 | 178.977.000 |
| Mezzanine | Junior notes | ||
|---|---|---|---|
| notes(Class B2) | (Class C2) | Total | |
| Reconciliation of level 3 fair values | € | € | € |
| Balance 1 January 2023 | 55.949.000 | - | 55.949.000 |
| Change in fair value through profit or loss | 123.028.000 | - | 123.028.000 |
| Balance 31 December 2023 / 1 January 2024 | 178.977.000 | - | 178.977.000 |
| Change in fair value through profit or loss | 61.312.000 | - | 61.312.000 |
| Balance 31 December 2024 | 240.289.000 | - | 240.289.000 |
The changes in the fair value through profit or loss is shown in profit/(loss) from financial assets at fair value through profit or loss'.
9. Gains from financial assets at fair value through profit or loss
| 2024 | 2023 | |
|---|---|---|
| € | € | |
| Fair value gains on financial assets at fair value through profit or loss (Note 14) | 61.312.000 | 123.028.000 |
| 61.312.000 | 123.028.000 |
10. Expenses by nature
| 2024 | 2023 | |
|---|---|---|
| € | € | |
| Directors' remuneration (Note 18.1) | 33.320 | 28.560 |
| Auditor's remuneration for statutory audit | 72.590 | 47.600 |
| Auditor's remuneration for statutory audit - prior years | 23.800 | - |
| Insurance | 16.700 | 16.700 |
| Accounting fees | 45.220 | 21.420 |
| Advisory fees | 128.758 | 125.463 |
| Administration expenses | 12.275 | 12.534 |
| Stock exchange fees | 21.703 | 11.908 |
| Legal fees | 10.710 | 2.380 |
| Other professional fees | 10.710 | 10.770 |
| Other expenses | 12.940 | 12.654 |
| Total expenses | 388.726 | 289.989 |
The Company does not have any employees.
11. Tax
The tax on the Company's profit before tax differs from theoretical amount that would arise using the applicable tax rates as follows:
| 2024 € |
2023 € |
|
|---|---|---|
| Profit before tax | 60.923.274 | 122.738.011 |
| Tax calculated at the applicable tax rates Tax effect of expenses not deductible for tax purposes Tax effect of allowances and income not subject to tax Tax effect of tax loss for the year |
7.615.409 2.713 (7.664.000) 45.878 |
15.342.251 1.532 (15.378.499) 34.716 |
| Tax charge | - | - |
The corporation tax rate in Cyprus is 12,5%.
Under certain conditions, interest income may be subject to defence contribution at the rate of 30%. In such cases, this interest will be exempt from corporation tax. In certain cases, dividends received from abroad may be subject to defence contribution at the rate of 17%.
Gains on disposal of qualifying titles (including shares, bonds, debentures, rights thereon etc) are exempt from Cyprus income tax.
Unrecognised deferred tax assets
Deferred tax assets have not been recognised in respect of the following items, because it is not probable that future taxable profit will be available against which the Company can use the benefits therefrom.
| Gross amount |
Tax effect | Gross amount | Tax effect | |
|---|---|---|---|---|
| 2024 | 2024 | 2023 | 2023 | |
| € | € | € | € | |
| Tax losses | 1.474.210 | 184.276 | 1.107.187 | 138.398 |
| 1.474.210 | 184.276 | 1.107.187 | 138.398 |
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2024
11. Tax (continued)
Tax losses carried forward
Tax losses for which no deferred tax asset was recognised expire as follows.
| 2024 | Expiration | 2023 Expiration year | |
|---|---|---|---|
| 2025 | |||
| 2026 | |||
| 2027 | |||
| 2028 | |||
| 1.474.210 | 1.107.187 | ||
| 2024 | 2023 | ||
| 60.923.274 | 122.738.011 | ||
| Weighted average number of ordinary shares in issue during the year | 309.096.827 | 309.096.827 | |
| Basic and fully diluted profit per share (cent) | 19,71 | 39,71 | |
| 2024 | 2023 | ||
| 18.573 | € 17.480 |
||
| 18.573 | 17.480 | ||
| € 194.729 343.258 291.469 277.731 367.023 |
year € 2025 194.729 2026 343.258 2027 291.469 2028 277.731 2029 - € |
The fair values of trade and other receivables due within one year approximate to their carrying amounts as presented above.
14. Financial assets at fair value through profit or loss
| 2024 | 2023 | |
|---|---|---|
| € | € | |
| Balance at 1 January | 178.977.000 | 55.949.000 |
| Change in fair value of investments at fair value through profit or loss | 61.312.000 | 123.028.000 |
| Balance at 31 December | 240.289.000 | 178.977.000 |
| Less non-current portion | (240.289.000) | (178.977.000) |
| Current portion | - | - |
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2024
14. Financial assets at fair value through profit or loss (continued)
Investments designated as at fair value through profit or loss are analysed as follows:
| 2024 € |
2023 € |
|
|---|---|---|
| Mezzanine notes (Class B2) Junior notes (Class C2) |
240.289.000 - |
178.977.000 - |
| 240.289.000 | 178.977.000 |
The terms of the bonds are presented below:
| 31 December 2024 | 31 December 2023 | ||||||
|---|---|---|---|---|---|---|---|
| Currency | Interest rate |
Maturity date |
Nominal value €'000 |
Carrying amount € |
Nominal value €'000 |
Carrying amount € |
|
| Mezzanine notes (Class B2) - Cairo1 |
Ευρώ | Euribor 3m + 5% |
31.12.2054 | 235.813 | 548.000 | 235.813 | 16.688.000 |
| Mezzanine notes (Class B2) - Cairo2 |
Ευρώ | Euribor 3m + 5% |
31.12.2062 | 449.939 | 1.892.000 | 449.939 | 10.237.000 |
| Mezzanine notes (Class B2) - Cairo3 |
Ευρώ | Euribor 3m + 5% |
31.12.2035 | 412.425 | 237.849.000 | 412.425 | 152.052.000 |
| Junior notes (Class C2) - Cairo1 |
Ευρώ | Euribor 3m + 8% |
31.12.2054 | 377.962 | - | 377.962 | - |
| Junior notes (Class C2) - Cairo2 |
Ευρώ | Euribor 3m + 8% |
31.12.2062 | 622.305 | - | 622.305 | - |
| Junior notes (Class C2) - Cairo3 |
Ευρώ | Euribor 3m + 8% |
31.12.2035 | 630.845 | - | 630.845 | - |
| 2.729.289240.289.000 | 2.729.289 178.977.000 |
The financial assets of the Company consist of bonds which were issued by the special purpose companies Cairo No.1 Finance DAC ("Cairo1"), Cairo No. 2 Finance DAC ("Cairo2"), and Cairo No.3 Finance DAC ("Cairo3") based in Ireland.
The bonds are backed by mortgage and non-mortgage receivables. The bonds are under the subordination levels of mezzanine (Class B2) and junior (Class C2).
On the issuance of the notes, a Priority of Payments Schedule ("Waterfall") was established, which they are repaid on a quarterly basis. Based on this schedule, the repayments regarding the mezzanine and junior notes are the last in the order of priority. The Priority of Payments Schedule ("Waterfall") is as follows:
- Servicing fees, issuers' expenses and other securitization expenses priority 1
- Commissions for Hercules Asset Protection Scheme ("HAPS") priority 2
- Issuers' Profit (fixed specified amount of c. €3 000 per annum for all issuers in total) priority 3
- Interest payments οf senior notes (including deferred interest) priority 4
- Reserves for senior notes' interest and other expenses and fees priority 5
- Principal repayments of senior notes priority 6
- Interest payments οf mezzanine notes priority 7
- Principal repayments of mezzanine notes priority 8
- Interest payments οf junior notes priority 9
- Principal repayments of junior notes priority 10
The Company's investments in debt instruments are considered to be medium and high risk investments. As described above, on the issuance of the notes a Priority Payment Schedule ("Waterfall") was astablished, which they are repaid on a quarterly basis. Based on this schedule, repayments regarding the mezzanine and junior notes are the last ones in the priority. As a result, on initial recognition bonds are classified as financial assets at fair value through profit or loss since the contractual cash flows will not only be repayment of capital and interest.
14. Financial assets at fair value through profit or loss (continued)
Investments at fair value through profit or loss are classified as non current assets because they are not expected to be realised within twelve months from the reporting date.
In the cash flow statement, financial assets at fair value through profit or loss are presented within the section on operating activities as part of changes in working capital. In the statement of profit or loss and other comprehensive income, changes in fair values of financial assets at fair value through profit or loss are recorded in profit from financial assets at fair value through profit or loss.
The exposure of the Company to market risk in relation to financial assets is reported in note 8 of the financial statements.
15. Cash at bank
For the purposes of the cash flow statement, the cash and cash equivalents include the following:
| 2024 | 2023 | |
|---|---|---|
| € | € | |
| Cash at bank | 118.016 | 484.983 |
| Cash at bank, as presented in the statement of Financial Position and the Cash Flow Statement |
118.016 | 484.983 |
| Cash and cash equivalents by currency: | ||
| 2024 € |
2023 € |
|
| Euro | 118.016 | 484.983 |
| 118.016 | 484.983 |
The exposure of the Company to credit risk and impairment losses in relation to cash and cash equivalents is reported in note 8 of the financial statements.
16. Share capital and share premium
| 2024 Number of shares |
2024 | 2023 Number of € shares |
2023 € |
|
|---|---|---|---|---|
| Authorised | ||||
| Ordinary shares of €0,10 each | 309.096.827 | 30.909.683 | 309.096.827 | 30.909.683 |
| Issued and fully paid | Number of shares |
Share capital € |
Share premium € |
Total € |
| Balance at 1 January 2023 | 309.096.827 | 30.909.683 | 26.582.327 | 57.492.010 |
| Balance at 31 December 2023 | 309.096.827 | 30.909.683 | 26.582.327 | 57.492.010 |
| Balance at 1 January 2024 | 309.096.827 | 30.909.683 | 26.582.327 | 57.492.010 |
| Balance at 31 December 2024 | 309.096.827 | 30.909.683 | 26.582.327 | 57.492.010 |
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2024
16. Share capital and share premium (continued)
Authorised capital
Under its Memorandum the Company fixed its share capital at 2.000 ordinary shares of nominal value of Eur1 each.
Based on shareholders' decision on 24 June 2020, the share capital was converted into 20.000 ordinary shares of nominal value of Eur0,10 each and then increased to 309.096.827 ordinary shares of nominal value Eur0,10 each.
Issued capital
Upon incorporation the Company issued to the subscribers of its Memorandum of Association 2.000 ordinary shares of Eur1 each at nominal value.
Based on shareholders' decision on 24 June 2020, the share capital was converted into 20.000 ordinary shares of nominal value of Eur0,10 each. On the same date 309.076.827 shares of nominal value Eur0,10 each were issued to Eurobank Holdings for Eur0,186, i.e. total value Eur57.490.010 (share premium value Eur26.582.327) in exchange for (i) the contribution of notes/bonds at a fair value of Eur56.017.137 based on the valuation of independent valuers and (ii) cash Eur1.472.873.
In September 2020, the shares held by Eurobank Holdings in the Company were distributed to the shareholders of Eurobank Holdings through a share capital decrease.
The acquisition of financial assets financed through the issuance of these shares (Note 14).
All shares are listed and traded in the Alternative Market EN.A PLUS of the Athens Stock Exchange, have the same and equal rights and no restriction on their transfer. All shares are entitled to one vote per share at general meetings of the Company.
17. Trade and other payables
| 2024 | 2023 | |
|---|---|---|
| € | € | |
| VAT | 2.596 | 1.234 |
| Accruals | 211.007 | 192.511 |
| Other creditors | 13.498 | 10.504 |
| 227.101 | 204.249 |
The Company trade and other payables are denominated in the following currencies:
| 2024 | 2023 | |
|---|---|---|
| € | € | |
| Euro | 227.100 | 204.249 |
| 227.100 | 204.249 |
The fair values of trade and other payables due within one year approximate to their carrying amounts as presented above.
18. Related party transactions
The following transactions were carried out with related parties:
NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2024
18. Related party transactions (continued)
18.1 Directors' remuneration
The remuneration of Directors was as follows:
| 2024 | 2023 | |
|---|---|---|
| € | € | |
| Directors' remuneration | 33.320 | 28.560 |
19. Events after the reporting period
Except for the credit facility, which is described in note 2, there were no other material events after the reporting period, which have a bearing on the understanding of the financial statements.