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CpiFim — Annual Report (ESEF) 2024
Mar 31, 2025
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Download source fileCPI FIM FINANCIAL INFORMATION 2024
Including the Consolidated financial statements and Report of the Réviseur d’Entreprises for the financial year ended as at 31 December 2024
CPI FIM SA * Société Anonyme * 40 rue de la Vallée, L2661 Luxembourg R. C. S. Luxembourg – B 44.996
MANAGEMENT REPORT
| Part I. | Management report |
| Part II. | Declaration letter |
| Part III. | Consolidated financial statements of the Group |
| Part IV. | Auditors’ Report |
| Part V. | Statutory financial statements |
CPI FIM SA | Société Anonyme | 40 Rue de la Vallée, L-2661 Luxembourg RCS Luxembourg B 44996
MANAGEMENT REPORT | 3
Management Report as at 31 December 2024
MESSAGE FROM THE MANAGEMENT ............................................................................................................... 6
YEAR 2024 AND POST-CLOSING KEY EVENTS .................................................................................................... 7
Annual general meeting of shareholders ..................................................................................................... 7
Acquisitions in Poland .................................................................................................................................. 7
Equity investment ........................................................................................................................................ 7
Development in Prague................................................................................................................................ 7
Intergroup financing .................................................................................................................................... 7
MARKET ENVIRONMENT .................................................................................................................................. 8
OPERATIONS OF THE GROUP IN 2024 ............................................................................................................. 10
Financing of the CPIPG Group .................................................................................................................... 10
PROPERTY PORTFOLIO ................................................................................................................................... 11
Total Property Portfolio ............................................................................................................................. 11
Property Valuation ..................................................................................................................................... 12
Office…. ..................................................................................................................................................... 16
Land bank .................................................................................................................................................. 18
Retail…. ...................................................................................................................................................... 20
Residential ................................................................................................................................................. 22
Hotels… ...................................................................................................................................................... 24
Development ............................................................................................................................................. 25
FINANCING ..................................................................................................................................................... 26
Cash and cash equivalents ......................................................................................................................... 26
Financial liabilities ..................................................................................................................................... 26
RESULTS AND NET ASSETS .............................................................................................................................. 27
Income statement ...................................................................................................................................... 27
Balance sheet ............................................................................................................................................. 28
CORPORATE GOVERNANCE ............................................................................................................................ 30
Principles ................................................................................................................................................... 30
Board of Directors ...................................................................................................................................... 31
Committees of the Board of Directors ........................................................................................................ 33
Description of internal controls relative to financial information processing. ............................................ 34
Remuneration and benefits ....................................................................................................................... 34
Corporate Governance rules and regulations ............................................................................................. 34
Additional information .............................................................................................................................. 37
SHAREHOLDING ............................................................................................................................................. 40
MANAGEMENT REPORT | 4
Share capital and voting rights ................................................................................................................... 40
Shareholder holding structure ................................................................................................................... 40
Authorized capital not issued ..................................................................................................................... 40
POTENTIAL RISKS AND OTHER REPORTING REQUIREMENTS .......................................................................... 41
Subsequent closing events ......................................................................................................................... 41
Other reporting requirements.................................................................................................................... 41
Financial risks exposure ............................................................................................................................. 41
Certain subsidiaries may be in breach of loan covenants ........................................................................... 41
The Group’s financing arrangements could give rise to additional risk....................................................... 41
Market risk ................................................................................................................................................ 42
Credit risk .................................................................................................................................................. 42
Liquidity risk .............................................................................................................................................. 43
Capital management .................................................................................................................................. 43
Risks associated with real estate and financial markets ............................................................................. 43
CORPORATE RESPONSIBILITY ......................................................................................................................... 45
Environmental, social and ethical matters ................................................................................................. 45
Environmental matters .............................................................................................................................. 45
Social matters ............................................................................................................................................ 45
Ethical matters ........................................................................................................................................... 45
EU TAXONOMY .............................................................................................................................................. 46
GLOSSARY & DEFINITIONS ............................................................................................................................. 53
MANAGEMENT REPORT | 5
CPI FIM SA, société anonyme (the “Company”) and its subsidiaries (together the “Group” or “CPI FIM”), is an owner of income-generating real estate and land bank primarily in Poland and in the Czech Republic. The Company is a subsidiary of CPI Property Group (also “CPIPG” and together with its subsidiaries as the “CPIPG Group”), which holds 97.31% of the Company shares. The Company is also involved in providing equity loans to other entities within the CPIPG Group. The Company is a joint stock company incorporated for an unlimited term and registered in Luxembourg. The address of its registered office is 40, rue de la Vallée, L-2661 Luxembourg, Grand Duchy of Luxembourg. The trade registry number of the Company is B 44 996. The Company’s shares registered under ISIN code LU0122624777 are listed on the regulated markets of the Luxembourg Stock Exchange and the Warsaw Stock Exchange.# MANAGEMENT REPORT
MESSAGE FROM THE MANAGEMENT
During 2024, the European economy continued to navigate a complex environment shaped by the global trade dynamics, energy prices, and the lasting impact of inflation. In Central and Eastern Europe, an economic recovery in 2024 progressed at a more moderate pace than initially expected, but still above the EU27 average. For 2024, GDP expanded YoY in Poland by 2.9% and the Czech Republic by 1.1%. CPI FIM delivered a resilient performance during this period. This was driven by the Group’s strong position in office properties and landbank, the stability of our tenants, and prudent cost management. Total assets decreased by €653.5 million (9%) to €6,537.6 million as at 31 December 2024. The EPRA Net Reinstatement Value per share as at 31 December 2024 was €1.23 compared to €1.23 as at 31 December 2023. At the end of 2024, the EPRA Net Disposal Value amounted to €1.10 per share compared to €1.11 at the end of 2023. The Group achieved an operating profit of €18.2 million in 2024 compared to €7.1 million in 2023. Total net profit was €65.6 million in 2024 compared to €46.4 million in 2023. Resulting from the Company’s integration into the CPIPG Group in 2016, one of its roles is to serve as an intergroup financing vehicle to the entities within the CPIPG Group. As at 31 December 2024, the outstanding balance of the loans provided to the CPIPG Group amounted to €3,710.2 million. In June 2024, the Group acquired eight office properties in Warsaw and two retail assets in Elblag and Lublin, Poland, from Czech Property Investments, a.s. (CPIPG´s subsidiary). Subsequently, these properties together with three other Warsaw offices already owned by CPI FIM, created a new SPV, in which the Group sold a 49% common equity stake for €250 million to funds managed by Sona Asset Management (UK) LLP. During 2024, the Group utilized almost 31,000 sqm of land plots in the Czech Republic for development projects. The Zbrojovka Brno urban complex accounts for more than half of this area. The Zbrojovka project is the largest urban development project in the Czech Republic and is divided into specific office and residential projects to be developed in the future. In July 2024, the Tesla showroom in the Zbrojovka area was completed and the Group immediately leased it out. In the second half of 2024, the Group started the “Žižkovské zahrady” residential development project in Prague, which will offer more than 200 premium apartments. All projects are transforming urban space with a focus on quality, innovation and sustainability. The Group will continue to focus on efficient operational performance and the well-being of our tenants and employees.
David Greenbaum, Managing Director
YEAR 2024 AND POST-CLOSING KEY EVENTS
Annual general meeting of shareholders
The annual general meeting of shareholders of the Company was held on 30 May 2024 in Luxembourg (the “AMG”), with approximately 97.50% of the voting rights present or represented. The AGM approved the statutory annual accounts and consolidated annual accounts for the financial year ending 31 December 2023, as well as the allocation of financial results for the financial year ending 31 December 2023. The AGM further granted a discharge to the members of the Company's Board of Directors as well as to the approved auditor of the Company for the performance of their duties during the financial year ending 31 December 2023. The AGM also resolved to re-appoint the following persons as members of the Company's Board of Directors until the annual general meeting to be held in 2025: Anita Dubost, David Greenbaum, Edward Hughes, and Scot Wardlaw. Scot Wardlaw decided to leave the Company and on 28 June 2024 the Board of Director resolved to co-opt Alfred Brandner to the vacant seat. The AGM re-elected David Greenbaum and Pavel Měchura to serve as Managing Directors (administrateurs délégués) of the Company. The AGM also re-appointed Ernst & Young S.A., Luxembourg as the approved auditor of the Company until the annual general meeting to be held in 2025.
Acquisitions in Poland
In June 2024, the Group acquired eight office properties in Warsaw and two shopping centres in Elblag and Lublin, Poland, from Czech Property Investments, a.s. (CPIPG´s subsidiary). As a result of the transaction, the office portfolio in Poland increased by 149 thousand sqm and the retail portfolio by almost 50 thousand sqm.
Equity investment
Subsequently, the acquired properties, together with the other three office buildings in Warsaw already owned by CPI FIM, created a new SPV, in which the Group sold a 49% common equity stake for €250 million to funds managed by Sona Asset Management (UK) LLP, a leading institutional alternative asset manager.
Development in Prague
Construction on the “Žižkovské zahrady” residential project began in July 2024. The project is situated north of Hartigova Street in the Žižkov district, Prague 3. This premium residential project will offer 210 apartments in the heart of a popular neighborhood almost in the city centre of Prague. The second phase of Kolben Park was launched in January 2025. The twelve-storey building will offer 155 apartments ranging from 1+kk to spacious 5+kk. The common areas of the building will include a carriage and bicycle room. The residential neighbourhood is situated near the Vysočanská station on the Prague B metro line.
Intergroup financing
Resulting from the Company’s integration into the CPIPG Group in 2016, one of its roles is to function as an intergroup financing vehicle to the entities within the CPIPG Group. In 2024, the Group continued to provide equity loans to other entities within the CPIPG Group. At the end of 2024, loans provided decreased mainly due to the settlement of intercompany financing. As at 31 December 2024, the outstanding balance of the provided loans to the CPIPG Group amounted to €3,710.2 million (31 Dec 2023: €5,038.3 million).
MARKET ENVIRONMENT
Global macro-economic conditions
Czech Republic
Over the past decade, the Czech Republic has experienced stable economic growth. Between 2014 and 2024, GDP growth was well above the EU27 average, and this trend is expected to continue in 2025. In 2024, GDP increased by 1.1% year-on-year. Unemployment remained at very low levels, declining by 0.2% during 2024 to 2.6%, one of the lowest rates in the EU. After a period of elevated inflation, price growth moderated in 2024, reaching an annual rate of 2.8% as of January 2025. In response, the Czech National Bank lowered interest rates. The Czech koruna slightly depreciated against the euro since the end of 2023 but remained around its long-term average of approximately EUR/CZK 25. The country continues to benefit from a low public debt-to-GDP ratio.
Poland
Poland has maintained strong economic momentum over the past decade, ranking among the fastest-growing economies in the EU27. Between 2014 and 2024, its GDP consistently expanded at a rate above the EU average, with a year-on-year growth of 2.9% in 2024. The labor market remained resilient, with the unemployment rate stable at 3.0%. Following a period of higher inflation, price growth eased in 2024, reaching an annual rate of 5.3% as of January 2025. In response, the central bank adjusted its policy rates.
Selected market focus
Warsaw office market
At year end, Warsaw’s modern office stock was 6.29 million m². Modest new supply delivered in 2024, only 104,000 m² across seven projects. The net supply was even lower, at 63,500 m², as spaces were withdrawn for alternative use. Only 245,000 m² of office space is under construction, approximately a third of previous years, with the majority expected in 2025. Leasing activity was stable at over 740,100 m². Companies, particularly larger tenants, are also taking a more conservative approach to leasing, renegotiating existing leases (51%) rather than moving. Tenants looking to increase space represented 10% of leasing volume, closer to pre-pandemic levels. The Warsaw market vacancy rate remained broadly stable at 10.6%. Vacancy in central locations was lower (8.5%). Prime office property rents are stable with city centre rents €27.00/m²/month. Average rents increased slightly by approximately 1% to €20.81/m²/month. Office investments in Poland significantly increased to €1.3 billion, compared to last year’s total office investment volume of €429 million.
Polish retail market
Poland, the largest retail market in Central and Eastern Europe, continues to see steady growth. Shopping centre density in the country stands at approximately 273 m² per 1,000 inhabitants, which remains lower than in Western markets. Despite limited new retail supply in most of the region, Poland saw an increase of approximately 530,000 m² in 2024. Retail demand remained strong, with sales growing by around 3% in 2024, supported by real wage growth, stabilizing inflation, and rising consumer spending. Rental growth was observed across all retail segments in Poland, driven by indexation and strong demand. Prime retail park rents increased by up to 22%, while prime shopping centre rents rose by up to 23% year-on-year.
OPERATIONS OF THE GROUP IN 2024
The Group is engaged in financing of entities within the CPIPG Group and also holds and operates a significant property portfolio.
Financing of the CPIPG Group
The Group acts as an internal financing entity within the CPIPG Group and shall finance the real estate companies (SPVs) by intra-group loans. In order to fund the intra-group loans, CPIPG raises external financing and provides these funds to CPI FIM. Subsequently, CPI FIM provides the funds in a form of loans to the respective SPVs.# MANAGEMENT REPORT | 11
PROPERTY PORTFOLIO
Total Property Portfolio
The Group concentrates on long-term investments and real-estate leases, primarily in the Central European region. The Group owns rental income-generating properties mainly in the office and retail segment but is also focused on an extensive portfolio of land plots in the Czech Republic. Additionally, the Group has some development projects. The property portfolio of the Group is reported on the balance sheet under the following positions:
- Investment property
- Property, plant and equipment
- Inventories
- Assets held for sale
“Investment property” consists of rental properties, investment property under development and land bank. Investment property under development represents projects currently in progress, which will be reclassified by the Group as rental properties after completion. Land bank represents properties held for development and/or capital appreciation.
Czech Republic
Property portfolio value: €1,003 million
Land bank area: 18,234,000 sqm
Gross leasable area: 5,000 sqm
Potential GSA/GLA: 39,000 sqm
Poland
Property portfolio value: €1,090 million
Land bank area: 14,000 sqm
Gross leasable area: 357,000 sqm
Potential GSA/GLA: 12,000 sqm
Italy
Property portfolio value: €50 million
No. of residential units: 5
No. of hotel rooms: 97
France
Property portfolio value: €26 million
No. of residential units: 2
“Property, plant and equipment” comprises hotel properties or advances paid for construction works on the projects.
“Inventories” comprise properties that are under development or have been finished and are intended for a future sale in the ordinary course of business.
“Assets held for sale” consist of properties presented in accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations” which are to be sold due to the intention of the management.
The property portfolio report covers all properties held by the Group, independent of the balance sheet classification. These properties are reported as income-generating properties (generating rental income or income from operations), development projects (investment property projects under development and inventories) or landbank.
The following chart reconciles the property assets of the Group as reported on the balance sheet as at 31 December 2024 with the presentation in our portfolio report:
| Balance sheet classification of the Group property portfolio | Classification in the Group portfolio report |
|---|---|
| Non-current assets | |
| Investment Property €2,127 million | Standing property; €1,145 million |
| Income generating rental properties; €1,145 million | |
| Under development; €46 million | |
| Land Bank; €936 million | |
| Income generating operational properties; €- - million | |
| Property Plant and equipment; €2 million | PPE; €-- million |
| Development; €82 million | |
| Other PPE; €2 million | |
| Current assets | |
| Asset held for sale; €6 million | Asset held for sale; €6 million |
| Land Bank; €942 million | |
| Inventories; €37 million | Under development; €36 million |
| Other inventories; €1 million | |
| Outside the Property portfolio; €3 million |
Property Valuation
The consolidated financial statements of the Group as at 31 December 2024 were prepared in compliance with International Financial Reporting Standards (IFRS) as adopted by the European Union, which include the application of the fair value method. Since the Investment properties owned by the Group must be stated at fair value, the annual valuation of these properties by independent experts is recommended. The property portfolio valuation as at 31 December 2024 is based on reports issued by:
- iO partner (further “iO”). iO is a JLL Preferred Partner with over 30 years of experience in the CEE markets. Backed by JLL, iO serves corporate clients and investors in the areas of Leasing solutions, real estate investment and advisory services.
- Colliers is a leading diversified professional services and investment management company. Colliers operates in 70 countries and draws on the expertise of over 23,000 professionals working collaboratively to provide expert real estate and investment advice to clients.
- Savills provides in-depth knowledge and expert advice across all property sectors, so they can help with everything from asset management to valuation. Savills operates in 70 countries around the world (across the Americas, Europe, Asia Pacific, Africa and the Middle East) and draws on the expertise of over 40,000 professionals.
- CBRE is a commercial real estate services and investment firm. It is the largest company of its kind in the world. It is based in Dallas, Texas and operates in over 500 offices worldwide and serves clients in more than 100 countries, employing more than 140,000 global professionals.
- RSM in CZ&SK (also “RSM”). RSM is part of the sixth largest network of professional firms RSM International. RSM International operates in 120 countries, has over 900 offices and more than 65,000 professionals. RMS provides clients with services in the field of mergers & acquisitions, valuations, tax, trustee services, accounting and payroll.
*CBRE, RMS CZ&SK, internal
The following table shows the carrying value of the Group’s property portfolio as at 31 December 2024 and 31 December 2023:
PROPERTY PORTFOLIO as at 31 December 2024
| No of properties | No. of units GLA Office | Residential | Develop. | Hotel | Retail | Land bank | PP value € million | PP value € million | % | |
|---|---|---|---|---|---|---|---|---|---|---|
| No. of hotel rooms | thousand sqm | |||||||||
| Poland | 14 | -- | -- | 357 | 954 | -- | 33 | -- | 103 | 0.4 |
| 1,090 | 50% | |||||||||
| Czech Republic | 6 | -- | -- | 5 | -- | 49 | -- | 7 | 942 | 1,003 |
| Italy | 1 | 5 | 97 | -- | -- | 25 | -- | 25 | -- | -- |
| France | -- | 2 | -- | -- | -- | 26 | -- | -- | -- | -- |
| The GROUP | 21 | 7 | 97 | 362 | 959 | 51 | 82 | 25 | 110 | 942 |
PROPERTY PORTFOLIO as at 31 December 2023
| No of properties | No. of units GLA Office | Residential | Develop. | Hotel | Retail | Land bank | PP value € million | PP value € million | % | |
|---|---|---|---|---|---|---|---|---|---|---|
| No. of hotel rooms | thousand sqm | |||||||||
| Czech Republic | 3 | -- | -- | 3 | 5 | -- | 61 | -- | 2 | 952 |
| Poland | 4 | -- | -- | 158 | 542 | -- | -- | -- | 0.4 | 542 |
| Italy | 1 | 5 | 97 | -- | -- | 25 | -- | 25 | -- | -- |
| France | -- | 2 | -- | -- | -- | 26 | -- | -- | -- | -- |
| The GROUP | 8 | 7 | 97 | 161 | 547 | 51 | 61 | 25 | 2 | 952 |
The Group’s property value totals €2,169 million as at 31 December 2024 (31 Dec 2023: €1,638 million), of which 88% is represented equally by landbank and office. The majority of the Group’s property portfolio is located in Poland with 50% and the Czech Republic with 46%, followed by Italy with 3% and France with 1%.
The total net change of €531 million in the portfolio value in 2024 was mainly attributable to the following:
- Acquisitions of €568 million, primarily relating to the office and retail properties in Poland;
- Disposals of €60 million, mainly comprising the sale of apartments in Prague (the “Kolben Park” project), and the sale of two development projects to other entities within the CPIPG Group;
- Additions of €50 million, mainly spent on the residential development projects in Prague and Brno, and within the Warsaw office portfolio;
- Negative change in fair value of €27 million, driven primarily by the negative revaluation of the Polish office and retail portfolio, partially offset by the positive revaluation of Czech land plots.
Office
Key Figures – December 2024
- Occupancy: 95.7 %
- Number of properties: 12
- Property value: €959 million
- Gross leasable area: 309,000 sqm
The office portfolio represents an important segment of investment activities of the Group. As at 31 December 2024, the Group owns buildings in Poland and in the Czech Republic. In June 2024, the Group acquired eight office properties in Warsaw from Czech Property Investments, a.s. (CPIPG´s subsidiary), one of them was subsequently reclassified to the Development segment as at 31 December 2024.
OFFICE 31 December 2024
| N o of properties | PP value € million | GLA thds. sqm | Occupancy % | Rent per sqm € | Outstanding financing € million | |
|---|---|---|---|---|---|---|
| Poland | 11 | 954 | 307 | 95.7% | 16.8 | 286 |
| Czech Republic | 1 | 5 | 2 | 92.8% | 11.1 | -- |
| The GROUP | 12 | 959 | 309 | 95.7% | 16.8 | 286 |
OFFICE 31 December 2023
| N o of properties | PP value € million | GLA thds. sqm | Occupancy % | Rent per sqm € | Outstanding financing € million | |
|---|---|---|---|---|---|---|
| Poland | 4 | 542 | 158 | 96.7% | 18.5 | 286 |
| Czech Republic | 1 | 5 | 2 | 100% | 8.3 | -- |
| The GROUP | 5 | 547 | 160 | 96.7% | 18.3 | 286 |
- Eurocentrum Office, Warsaw
Eurocentrum Office has the highest LEED certification level, i.e. PLATINUM and offers over 85,000 sqm of lettable space. Eurocentrum Office is a modern office building with many environmentally friendly solutions, for example: rainwater is used for flushing toilets and watering greenery in the atrium - savings in drinking water consumption; savings in electricity consumption for general building systems; reducing the heat island effect by using a highly light-reflecting roof membrane, etc. Furthermore, Eurocentrum has 1,500 sqm atrium with natural vegetation, a wide range of shops and restaurants, excellent access to daylight as a result of large glazing areas, fresh air exchange process well above average, office space is not overheated in the summer and amenities dedicated to persons using alternative means of transportation: parking spaces for bicycles (over 200 parking places), changing rooms and showers and 22 charging stations for electric cars.# MANAGEMENT REPORT | 17
Warsaw Financial Center, Warsaw
Warsaw Financial Center, one of Warsaw’s most prestigious skyscrapers (LEED Gold), was completed in 1998 and offers almost 50,000 sqm of grade A office space across 32 floors. It was designed by the American architects Kohn Pedersen Fox Associates in cooperation with A. Epstein & Sons International. Warsaw Financial Center has a very good location. WFC is only 0.6 km from Warsaw Central Railway Station, 8.3 km from Warsaw Chopin International Airport and 39.3 km from Warsaw Modlin Airport. Warsaw Financial Center is a 32-story high skyscraper with sixteen elevators, open space offices with colorful walls, huge Marylin Monroe prints, and comfortable sofas for creative brainstorming, and classic timeless interiors in understated hues that support the uniqueness of the building. The first six floors of the building provide 350 parking spaces for cars and bicycles at all times of the day. Currently, WFC ranks among the most prestigious high-rise buildings in Poland. Top Polish and international corporations have been attracted by its outstanding quality (PayPal, EPC Network, BEC Financial Technologies, Bloomberg and Kompania Piwowarska).
Equator IV Offices, Warsaw
Equator IV Offices was constructed in 2018 and has a modern A-class specification (BREEAM Very Good). It has 16 above-ground and 4 underground levels with 226 car parking spaces. The property consists of a freestanding office building with over 21,000 sqm of lettable space on a plot of land with a total area of 2,900 sqm. Property is located in Warsaw within the Ochota district, in a distance of ca. 3 km to the Palace of Culture and Science, considered as a central point of Warsaw. The office building is situated at the main east-west arterial road in Warsaw – Al. Jerozolimskie within a third largest office district in Warsaw– “Jerozolimskie corridor”. The area is a recognized office location providing direct access and reasonable distance to the city centre as well as convenient access to the Warsaw ring road.
Equator I Offices, Warsaw
The property is located in Warsaw, in Ochota district, not far from Wola and Śródmieście districts which are constituting central office zone. The property is situated along Jerozolimskie Ave., the city’s arterial road leading from the city centre in western direction. The subject location, called “Jerozolimskie Corridor”, is one of the most recognized non-central office destinations in Warsaw, with over 760,000 sqm of office space. Property was completed in 2008 and offers almost 20,000 sqm.
MANAGEMENT REPORT | 18
Land bank
Key Figures – December 2024
| 942 million € | |||||
| Property value | |||||
| 18,248,000 sqm | |||||
| Total area |
Land bank is comprised of an extensive portfolio of land plots primarily in the Czech Republic. Plots are often in attractive locations, either separate or adjacent to existing commercial buildings or in the city centre and their value continues to increase with the growth of surrounding infrastructure. Out of the total plots area, approximately 16.2% are with zoning.
LAND BANK 31 December 2024
| Total area | Area with zoning | Area without zoning | PP value € million | % | PP value € million | Outstanding financing | |
|---|---|---|---|---|---|---|---|
| thds. sqm | thds. Sqm | thds. Sqm | € million | ||||
| Czech Republic | 18,234 | 2,949 | 15,285 | 942 | 99.9% | -- | |
| Poland | 14 | 14 | -- | 0.4 | 0.1% | -- | |
| THE GROUP | 18,248 | 2,963 | 15,285 | 942 | 100% | -- |
LAND BANK 31 December 2023
| Total area | Area with zoning | Area without zoning | PP value € million | % | PP value € million | Outstanding financing | |
|---|---|---|---|---|---|---|---|
| thds. sqm | thds. Sqm | thds. Sqm | € million | ||||
| Czech Republic | 18,252 | 2,294 | 15,958 | 952 | 99.9% | 29 | |
| Poland | 14 | 14 | -- | 0.4 | 0.1% | -- | |
| THE GROUP | 18,266 | 2,308 | 15,958 | 952 | 100% | 29 |
The landbank portfolio includes:
- Former brownfield: (1) Praga in Prague amounting to circa 64,200 sqm, which are zoned, are prepared for residential development; (2) Nová Zbrojovka in Brno with over 220,800 sqm that will be used for mixed development (Commercial & Residential).
- Bubny located close to the city centre. Bubny remains the last brownfield plot in the centre of Prague and the Group intends to develop mixed-use area consisting of residential and commercial units, offices and shops as well as educational, medical, and cultural facilities. In addition, a modern train terminal at Vltavská metro station and large green spaces will be incorporated. The main goal for the mid-term period is to continue the process of changing the Bubny masterplan. The plot of Bubny amounting to over 200,000 sqm of land in Prague 7 is at the core of the commercial development pipeline in Central Europe. On 26 June 2018, the Group disposed of an 80% stake of Bubny Development, s.r.o. In accordance with IFRS 10, through its remaining 20% stake the Group retained control over this subsidiary which is why it is consolidated by the Company.
- Land plot Holešovice (at the metro line C, station Nádraží Holešovice) of 10,000 sqm is strategically located nearby the Group’s existing landbank in Bubny. The land plot was leased back to the seller and will continue to operate as a bus terminal.
During 2024, the Group extended its land plots area in the Czech Republic by 13,000 sqm. On the other hand, the Group’s land plots in Prague 3 - Žižkov (more than 15,000 sqm) and in Brno – Nová Zbrojovka complex (more than 16,000 sqm) have been used for development construction.
MANAGEMENT REPORT | 19
MANAGEMENT REPORT | 20
Retail
Key Figures – December 2024
| 110 million € | ||||
| Property value | ||||
| 4 | ||||
| Number of properties | ||||
| 53,000 sqm | ||||
| Gross leasable area |
In June 2024, the Group acquired two shopping centres in Elblag and Lublin, Poland, from Czech Property Investments, a.s. (CPIPG´s subsidiary). In July 2024, the Group completed the development of the Tesla showroom in Brno. In total, these buildings offer approximately 52 thousand sqm of retail area.
RETAIL 31 December 2024
| N o of properties | PP value € million | % | PP value € million | GLA thds. sqm | % | Occupancy % | Rent per sqm € | Outstanding financing € million | |
|---|---|---|---|---|---|---|---|---|---|
| Poland | 2 | 103 | 94% | 50 | 99.1% | 15.7 | -- | ||
| Czech Republic | 2 | 7 | 6% | 3 | 100% | 9.7 | 3 | ||
| The GROUP | 4 | 110 | 100% | 53 | 99.2% | 15.4 | 3 |
RETAIL 31 December 2023
| N o of properties | PP value € million | % | PP value € million | GLA thds. sqm | % | Occupancy % | Rent per sqm € | Outstanding financing € million | |
|---|---|---|---|---|---|---|---|---|---|
| Czech Republic | 1 | 2 | 100% | 0.5 | 100% | 19.7 | -- | ||
| The GROUP | 1 | 2 | 100% | 0.5 | 100% | 19.7 | -- |
- Shopping center Ogrody
Ogrody is the largest multifunctional shopping centre in the entire region surrounding the city of Elbląg. It has been operating in its current form since 2015. Its catchment area covers the city of Elbląg and the area of the former Elbląskie province, while at the same time catering to customers from the Kaliningrad Oblast. The carefully selected tenant mix (in excess of 110 retail and service outlets) has been tailored to the budgets and demands of all customers. A modernized food court with an additional 200 seats for customers was opened at the end of 2019. A convenient location, easy access, and a three-storey car park are factors which increase the centre’s footfall. - Galerie Orkana, Lublin
Galeria Orkana is located to the south-west of the centre of Lublin, at the junction of Orkana and Zwycięska streets, close to Kraśnicka Street, which provides access to the S19 express road. The property is easily accessible by public transport, with bus and trolleybus stops in the vicinity. There are approximately 38 shops spread over two floors. - Tesla showroom, Brno
The property is located on the northern access road to Zbrojovka Brno and offers an internal showroom, office space and service facilities. The facade is made of sandwich panels with insulation, the property has a flat roof and double- glazed opening windows. It has also an external car park with 100 parking spaces.
MANAGEMENT REPORT | 21
MANAGEMENT REPORT | 22
Residential
Key Figures – December 2024
| 51 million € | ||||
| Property value | ||||
| 7 | ||||
| Number of units |
The Group currently owns 7 residential units. Two of them are located in the district of Saint-Anne and Mont Boron in France. A building with five residential units is located on Piazza della Pigna in Rome, Italy.
RESIDENTIAL 31 December 2024
| PP value € million | % | PP value € million | Occupancy* % | No. of units | No. of rented units | Outstanding financing € million | |
|---|---|---|---|---|---|---|---|
| France | 26 | 51% | 0% | 2 | -- | 21 | |
| Italy | 25 | 49% | 0% | 5 | -- | -- | |
| The GROUP | 51 | 100% | 0% | 7 | -- | 21 |
* Occupancy based on rented units
RESIDENTIAL 31 December 2023
| PP value € million | % | PP value € million | Occupancy* % | No. of units | No. of rented units | Outstanding financing € million | |
|---|---|---|---|---|---|---|---|
| France | 26 | 51% | 0% | 2 | -- | 21 | |
| Italy | 25 | 49% | 0% | 5 | -- | -- | |
| The GROUP | 51 | 100% | 0% | 7 | -- | 21 |
* Occupancy based on rented units
- Villa Lou Paradou
Neo provençal style villa dating from the 1970’s is exposed to the South-West side and it is used as residential accommodation. It consists of a walkup basement, a ground floor with an adjoining service house (studio) below the main house and a swimming pool. There is also a horse stable at the entrance of the property. - Villa Mas Du Figuer
The property consists of a private villa used as residential accommodation, arranged over a basement, a ground floor and first upper floor. There is also a guest house (comprised of 4 bedrooms and a guard house), a gym and a garage. The outside facilites include two swimming pools and a tennis court. - Residential property Piazza della Pigna
The sixteenth-century building has five above-ground floors, a warehouse and car parking on the underground level, and a winter garden on the ground floor. The rooms are arranged around a staircase that connects the five floors, all decorated with high quality finishes and exquisite marble and wood inlays.
MANAGEMENT REPORT | 23
MANAGEMENT REPORT | 24
Hotels
Key Figures – December 2024
| 25 million € | ||||
| Property value | ||||
| 1 | ||||
| Number of properties | ||||
| 97 | ||||
| Number of rooms |
In 2021, the Group acquired the Acaya resort in Puglia, Italy.
HOTELS 31 December 2024
| | No. of properties | No. |
| --------------- | ----------------- | --- |# MANAGEMENT REPORT
HOTELS
31 December 2023
| No. of properties | No. of rooms | PP value € million | PP value % | Outstanding financing € million | |
|---|---|---|---|---|---|
| Italy | 1 | 97 | 25 | 100% | -- |
| The GROUP | 1 | 97 | 25 | 100% | -- |
- Hotel Acaya
The Acaya resort is surrounded by the natural oasis of Le Cesine, with its extraordinary biodiversity, and is located less than five kilometres from the Adriatic Sea. It offers 97 rooms and suites, an 18-hole golf course, a football pitch, an extraordinary 1,200 sqm spa, indoor and outdoor pools.
Development
Key Figures – December 2024
- Potential gross saleable/ leasable area: 52,000 sqm
- Development: 82 million €
Development
31 December 2024
| No of properties | Potential GSA/GLA thds. sqm | Development € million | Development % | Outstanding financing € million | |
|---|---|---|---|---|---|
| Czech Republic | 3 | 39 | 49 | 60% | -- |
| Poland | 1 | 12 | 33 | 40% | -- |
| THE GROUP | 4 | 51 | 82 | 100% | -- |
31 December 2023
| N o of properties | Potential GSA/GLA thds. sqm | Development € million | Development % | Outstanding financing € million | |
|---|---|---|---|---|---|
| Czech Republic | 1 | 28 | 61 | 100% | -- |
| THE GROUP | 1 | 28 | 61 | 100% | -- |
During the second half of 2022, the Group started the development project Kolbenova in Prague 9 - Vysočany. The project is divided into four phases. Phase 1 was successfully completed in the third quarter of 2024. In total, the project will comprise seven residential buildings with approximately 1,000 modern apartments, ranging from small studio apartments to large 3-bedroom apartments. Most apartments will have a balcony, terrace or green terrace, a reserved parking space and basement storage.
The “Žižkovské zahrady” development project was started in July 2024, located on the edge of the Vítkov park, and it will offer more than 200 premium apartments with a unique view of Prague. Each apartment will have a landscaped terrace, balcony or loggia. Facilities will include a reception area, buggy storage and a bicycle room with washing facilities for bicycles and pets. The project incorporates many ecological features such as charging points for electric vehicles, underground parking, outdoor blinds, recuperation systems and water storage for irrigation, all of which complement the high standards of Energy Class B. The completion is scheduled for the second quarter of 2027.
The Nová Zbrojovka project is transforming a former industrial area in Brno into a modern urban district. The project combines living, working, culture and nature. The 22.5 ha complex will provide over 2,500 apartments, 230,000 sqm of offices and 35,000 sqm of commercial space. The project has achieved BREEAM Communities certification thanks to its blue-green infrastructure and solar photovoltaics. The neighbourhood will include schools, kindergartens, a cultural centre, a multi-functional square, a waterfront park, transport links including cycle paths and public transport. The project is divided into several phases. Two office projects were sold to other entities within the CPIPG Group in 2024. During 2024, Prosta 69, the Warsaw office building has been reclassified to the Development segment, due to a planned redevelopment of the building.
FINANCING
Cash and cash equivalents
As at 31 December 2024, cash and cash equivalents consist of cash at bank of €163.4 million (2023: €83.6 million) and cash on hand of €2 thousand (2023: €2 thousand).
Financial liabilities
Financial debts amount to €4,172.5 million, including mainly loans from CPIPG. Compared to 31 December 2023, financial debts decreased by €984.5 million in 2024, mainly due to decrease of CPIPG loans. The balance of the loans received from the Group’s parent company CPIPG decreased from €4,146.8 million as at 31 December 2023 to €3,186.7 million as at 31 December 2024. The loans bear interest rate between 0.65% - 6.12% p.a.
RESULTS AND NET ASSETS
Income statement
Income statement for the year ended 31 December 2024 is as follows:
| 12 month period ended 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Gross rental income | 56,385 | 35,948 |
| Service charge and other income | 33,530 | 14,307 |
| Cost of service and other charges | (30,782) | (13,463) |
| Property operating expenses | (12,158) | (3,951) |
| Net service and rental income | 46,975 | 32,841 |
| Development sales | 57,750 | - |
| Cost of goods sold | (56,405) | - |
| Net development income | 1,345 | - |
| Hotel revenue | - | 841 |
| Hotel operating expenses | - | (744) |
| Net service and rental income | - | 97 |
| Revenue from other business operations | - | 4,142 |
| Related operating expenses | - | (4,246) |
| Net income from other business operations | - | (104) |
| Total revenues | 147,665 | 55,238 |
| Total direct business operating expenses | (99,345) | (22,404) |
| Net business income | 48,320 | 32,834 |
| Net valuation gain/(loss) on investment property | (12,871) | (18,487) |
| Net gain on the disposal of investment property and subsidiaries | 29 | 1,261 |
| Amortization, depreciation and impairments | (11,851) | (1,067) |
| Administrative expenses | (6,918) | (7,638) |
| Other operating income | 2,424 | 330 |
| Other operating expenses | (946) | (165) |
| Operating result | 18,187 | 7,068 |
| Interest income | 234,991 | 267,760 |
| Interest expense | (156,059) | (148,952) |
| Other net financial result | (23,559) | (29,709) |
| Net finance income | 55,373 | 89,099 |
| Share of profit of equity-accounted investees (net of tax) | 9 | 215 |
| Profit before income tax | 73,569 | 96,382 |
| Income tax expense | (7,967) | (49,949) |
| Net profit from continuing operations | 65,602 | 46,433 |
Service charge and other income
Service charge and other income increased to €33.5 million in 2024 (2023: €14.3 million), due to an increase in income charged by Poland offices of EUR 19.2 million.
Net valuation gain
The net valuation loss amounts to €12.9 million (vs. valuation loss of €18.5 million in 2023) and comprises of valuation gain of €37.3 million and valuation loss of €50.1 million. The valuation gain was mainly attributable to the Czech property portfolio (€35.8 million). Valuation loss was mainly realized on the Polish property portfolio (€37.9 million).
Administrative expenses
Administrative expenses decreased to €6.9 million in 2024 compared to €7.6 million in 2023. In 2024, administrative expenses decreased due to a decrease of management services provided to CPI FIM by related parties.
Net finance income
Total net finance income decreased from €89.1 million in 2023 to €55.4 million in 2024. The interest income decreased from €267.8 million in 2023 to €235.0 million in 2024. The decrease in interest income reflects the decrease of interest rates in loans provided by the Company to entities within the CPIPG Group and other related parties. The interest expense increased from €149.0 million in 2023 to €156.1 million in 2024. The increase in interest expense reflects the increase in loans received by the Company from entities within the CPIPG Group and other related parties. The other net financial result increased from a loss of €29.7 million in 2023 to a loss of €23.6 million in 2024. The net foreign exchange loss was driven by retranslation of loans provided to related parties in foreign currencies.
Balance sheet
Balance sheet as at 31 December 2024 corresponds to consolidated financial statements.
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| NON-CURRENT ASSETS | ||
| Intangible assets | 1,122 | 918 |
| Investment property | 2,127,375 | 1,589,610 |
| Property, plant and equipment | 2,352 | 2,494 |
| Equity accounted investees | 16,805 | 16,939 |
| Other investments | 51,681 | 54,571 |
| Loans provided | 3,475,699 | 4,319,000 |
| Trade and other receivables | 117 | 72 |
| Deferred tax asset | 90,067 | 92,933 |
| Total non-current assets | 5,765,218 | 6,076,537 |
| CURRENT ASSETS | ||
| Inventories | 36,690 | 50,344 |
| Current tax receivables | 2,228 | 1,466 |
| Derivative instruments | - | 1,810 |
| Trade receivables | 32,691 | 7,942 |
| Loans provided | 234,484 | 719,276 |
| Cash and cash equivalents | 163,443 | 83,602 |
| Other receivables | 280,725 | 238,917 |
| Other non-financial assets | 16,570 | 11,231 |
| Assets held for sale | 5,572 | - |
| Total current assets | 772,403 | 1,114,588 |
| TOTAL ASSETS | 6,537,621 | 7,191,125 |
| EQUITY | ||
| Equity attributable to owners of the Company | 1,441,646 | 1,457,147 |
| Non-controlling interests | 321,538 | 467 |
| Total equity | 1,763,184 | 1,457,614 |
| NON-CURRENT LIABILITIES | ||
| Financial debts | 4,003,698 | 4,965,233 |
| Deferred tax liability | 173,370 | 164,808 |
| Other financial liabilities | 22,189 | 14,033 |
| Total non-current liabilities | 4,199,257 | 5,144,074 |
| CURRENT LIABILITIES | ||
| Financial debts | 168,787 | 191,718 |
| Trade payables | 27,443 | 22,514 |
| Income tax liabilities | 4,642 | 437 |
| Other financial liabilities | 371,226 | 373,553 |
| Other non-financial liabilities | 3,082 | 1,215 |
| Total current liabilities | 575,180 | 589,437 |
| TOTAL EQUITY AND LIABILITIES | 6,537,621 | 7,191,125 |
Total assets decreased by €653.5 million (9%) to €6,537.6 million as at 31 December 2024. The main reason is the decrease of loans provided to entities within the CPIPG Group. Non-current and current liabilities total €4,774.4 million as at 31 December 2024 which represents a decrease of €959.1 million (16.7%) compared to 31 December 2023. The main driver was a decrease of loans received from CPIPG.
EPRA NRV (former EPRA NAV) and EPRA NDV (former EPRA NNNAV)
In October 2019, the European Public Real Estate Association (EPRA) published new Best Practice Recommendations (BPR). EPRA Net Asset Value (NAV) and EPRA Triple Net Asset Value (NNNAV) are replaced by three new Net Asset Valuation metrics: EPRA Net Reinstatement Value (NRV), EPRA Net Tangible Assets and EPRA Net Disposal Value (NDV). The Company provides below the calculation of EPRA NRV as an equivalent of former EPRA NAV and the calculation of EPRA NDV as an equivalent of former EPRA NNNAV. As at 31 December 2024, equity attributable to owners of the Company decreased by €15.5 million, due to a decrease of translation reserve of €6.6 million, a decrease of other reserves of €3.9 million and a loss on the sale of non-controlling interest of €83.3 million. This decrease was partially offset by the profit for the period of €78.3 million.# MANAGEMENT REPORT | 30
CORPORATE GOVERNANCE
Principles Good corporate governance improves transparency and the quality of reporting, enables effective management control, safeguards shareholder interests and serves as an important tool to build corporate culture. The Company is dedicated to acting in the best interests of its shareholders and stakeholders. Toward these ends, it is recognized that sound corporate governance is critical. The Company is committed to continually and progressively implementing industry best practices with respect to corporate governance and has been adjusting and improving its internal practices in order to meet evolving standards. The Company aims to communicate regularly to its shareholders and stakeholders regarding corporate governance and to provide regular updates on its website.
Since the Company was founded in 1991, its accounts have been audited regularly each year. KPMG served as auditor of the Company since 2013. In 2019, the Company tendered for a new auditor. The Company´s Audit Committee recommended an appointment of Ernst & Young S.A., Luxembourg as the Group’s new auditor for the financial year commencing on 1 January 2019, which was approved by the shareholders’ general meeting. The AGM resolved unanimously to appoint Ernst & Young S.A., Luxembourg, as the approved auditor (réviseur d’entreprises agréé) of the Company until the annual general meeting of shareholders of the Company to be held in 2025. In addition, the Company’s portfolio of assets is regularly evaluated by independent experts. In 2007, the Company’s Board of Directors adopted the Director’s Corporate Governance Guide and continues to communicate throughout the Group based on the values articulated by this guide. As a company incorporated in Luxembourg, the Company’s primary regulator is the Commission de Surveillance du Secteur Financier (the “CSSF”). The Company’s procedures are designed to comply with applicable regulations, in particular those dealing with market abuse. The Company also has a risk assessment procedure designed to identify and limit risk. In addition, the Company aims to implement corporate governance best practices inspired by the recommendations applicable in Luxembourg and Poland.
On 23 May 2012, the Board of Directors elected the Ten Principles and their Recommendations of the Luxembourg Stock Exchange as a reference for its Corporate Governance Rules (https://www.bourse.lu/corporate-governance). The Company’s parent company CPIPG has implemented industry best practices with respect to corporate governance policies and external reporting. In 2019, the CPIPG Group approved the “Code of Business Ethics and Conduct of CPI Property Group” and also newly updated policies governing procurement, supplier and tenants’ conduct, anti-bribery and corruption, anti-money laundering, sanctions and export controls, whistleblowing, human capital and employment and ESG. In 2022, the Group adopted a new group policy governing anti-trust compliance. In 2023, the CPIPG Group began a comprehensive periodical review of its policies to ensure a continuous update and improvement in the area of regulatory and corporate compliance. The CPIPG Group is also revising its whistle blowing directives at local levels in alignment with the delayed transpositions of the EU Whistleblower Directive into local laws, ensuring robust mechanisms for reporting and addressing concerns of the CPIPG Group’s stakeholders. Additionally, the CPIPG Group updated its Code of Conduct for Suppliers to reinforce the CPIPG Group’s commitment to ascertain responsible business practices throughout its supply chain. Furthermore, the CPIPG Group initiated a programme to implement the new EU NIS2 Directive requirements. These efforts underscore the CPIPG Group’s dedication to fostering a culture of integrity, accountability, and compliance across all facets of its operations. In addition, the CPIPG Group’s policies have been reviewed and updated in 2024 by global law firm White & Case as part of independent review of allegations raised by a short seller.
The EPRA Net Reinstatement Value per share as at 31 December 2024 is €1.23 compared to €1.23 as at 31 December 2023.
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Equity attributable to owners of the Company | 1,441,645 | 1,457,147 |
| Deferred taxes on revaluations | 176,258 | 162,212 |
| EPRA Net reinstatement value | 1,617,903 | 1,619,360 |
| Existing shares (in thousands) | 1,314,508 | 1,314,508 |
| Net reinstatement value in € per share | 1.23 | 1.23 |
| EPRA Net reinstatement value | 1,617,903 | 1,619,360 |
| Deferred taxes on revaluations | (176,258) | (162,212) |
| EPRA Net disposal value | 1,441,645 | 1,457,147 |
| Fully diluted shares | 1,314,508 | 1,314,508 |
| Net disposal value in € per share | 1.10 | 1.11 |
The EPRA Net Disposal Value amounts to €1.10 per share as at 31 December 2024 compared to €1.11 at the end of 2023.
MANAGEMENT REPORT | 31
Board of Directors
The Company is administered and supervised by a Board of Directors made up of at least three members.
Appointment of Directors
The Directors are appointed by the general meeting of shareholders for a period of office not exceeding six years. They are eligible for re-election and may be removed at any time by decision of the general meeting of shareholders by simple majority vote. In the event of a vacancy in the office of a Director, the remaining Directors may provisionally fill such vacancy, in which case the general meeting of shareholders will hold a final election at the time of its next meeting.
Current Board of Directors
As at 31 December 2024 the Board of Directors consisted of: 2 members representing the management of CPIPG Group, Mr. David Greenbaum and Mrs. Anita Dubost, and 2 independent members, Mr. Edward Hughes and Mr. Alfred Bradner.
Anita Dubost, 1979 , Tax Manager, executive member.
Anita Dubost was appointed to the Board of Directors in May 2019. Before joining CPIPG, she worked at Tristan Capital Partners as Senior Tax Manager within the Luxembourg Operations team. In her role she was in charge of overseeing the tax structuring of the Tristan-managed funds. She was also a member of the Investment Committee. Anita began her career at Atoz (member of the international Tax and network) where she was Senior Associate advising multi-national clients. Anita holds a Master’s Degree in Law and in Business Administration specialized in finance and tax.
David Greenbaum, 1977, Chief Executive Officer of CPI Property Group, executive member.
David Greenbaum was appointed to the Board of Directors in May 2019. Before joining CPIPG, he worked for nearly 16 years at Deutsche Bank, where he was most recently co-head of debt capital markets for the CEEMEA region. David began his career at Alliance Capital Management in 1999. In 2000 he joined Credit Suisse First Boston before moving to Deutsche Bank in 2002. David graduated magna cum laude from Cornell University with a degree in English language and literature.
Edward Hughes, 1966, independent, non-executive member.
Edward Hughes has been a member of the Board of Directors since March 2014. He has been engaged in real estate investment, consultancy and brokerage activities in Central Europe for more than 20 years. Edward is an experienced real estate and finance professional having engaged in many significant asset acquisition, and development projects in the region. Edward is a Chartered Accountant, after starting his career with Arthur Andersen (London – 1988), in September 1991 he transferred to the Prague office. Since this time, he has been almost exclusively focused on Central Europe including during his employment as an Associate Director of GE Capital Europe. Edward is a graduate of Trinity College, Dublin where he majored in Business and Economics with Honours (1988).
Scot Wardlaw, 1967, independent, non-executive member (until 24 June 2024).
Scot Wardlaw was appointed to the Board of Directors in May 2020. Scot has over two decades experience in project and process management in the fields of IT, software and product development in an international environment. He currently serves as Managing Director for various real estate investment platforms based in Luxembourg and is part of Central Business Development at SIMRES Real Estate where he manages the group’s strategic development. Scot graduated magna cum laude from Savannah College of Art & Design with a degree in Computer Art and Art History.
Alfred Brandner, 1969, independent, non-executive member (since 28 June 2024)
MANAGEMENT REPORT | 32
Alfred Brandner was co-opted to the Board of Directors in June 2024. After finishing his studies in business administration in Vienna, Alfred started his career in international tax advisory. Since then, he has been working in finance for more than 25 years and held management positions in fund management companies and international banks in Austria, Germany, Luxembourg, and Switzerland. Alfred is a resident of Luxembourg.
The current members of the Board of Directors are appointed until the annual general meeting of 2025 concerning the approval of the annual accounts of the Company for the financial year ending 31 December 2024. The independent directors are not involved in management, are not employees or advisors with a regular salary and do not provide professional services such as external audit services or legal advice. Furthermore, they are not related persons or close relatives of any management member or majority shareholder of the Company. The Board of Directors meetings are held as often as deemed necessary or appropriate. All members, and in particular the independent and non-executive members, are guided by the interests of the Company and its business, such interests including but not limited to the interests of the Company’s shareholders and employees.
Powers of the Board of Directors
The Board of Directors represents the shareholders and acts in the best interests of the Company.# MANAGEMENT REPORT
Each member, whatever his/her designation, represents the Company’s shareholders. The Board of Directors is empowered to carry out all and any acts deemed necessary or useful in view of the realization of the corporate purpose; all matters that are not reserved for the general meeting by law or by the present Articles of Association shall be within its competence. In its relationship with third parties, the Company shall even be bound by acts exceeding the Company’s corporate purpose, unless it can prove that the third party knew such act exceeded the Company’s corporate purpose or could not ignore this taking account of circumstances.
Deliberations
The Board of Directors may only deliberate if a majority of its members are present or represented by proxy, which may be given in writing, by telegram, telex or fax. In cases of emergency, the Directors may vote in writing, by telegram, telex, fax, electronic signature or by any other secured means. The decisions of the Board of Directors must be made by majority vote; in case of a tie, the Chairman of the meeting shall have the deciding vote. Resolutions signed unanimously by the members of the Board of Directors are as valid and enforceable as those taken at the time of a duly convened and held meeting of the Board. The Board will regularly evaluate its performance and its relationship with the management. During 2024, the Board held 10 meetings, with all members being present or represented.
Delegations of powers to Managing Directors
The Board of Directors may delegate all or part of its powers regarding the daily management as well as the representation of the Company with regard to such daily management to one or more persons (administrateur délégué), who need not be Directors (a "Managing Director"). The realization and the pursuit of all transactions and operations basically approved by the Board of Directors are likewise included in the daily management of the Company. Within this scope, acts of daily management may include particularly all management and provisional operations, including the realization and the pursuit of acquisitions of real estate and securities, the establishment of financings, the taking of participating interests and the placing at disposal of loans, warranties and guarantees to group companies, without such list being limited.
As at 31 December 2024, David Greenbaum and Pavel Měchura are elected as Managing Directors (administrateurs délégués) of the Company.
Signatory powers within the Board of Directors
The Company may be legally bound either by the joint signatures of any two Directors or by the single signature of a Managing Director.
Special commitments in relation to the election of the members of the Board of Directors
The Company is not aware of commitments that are in effect as of the date of this report by any parties relating to the election of members of the Board of Directors.
Management of the Company
The management is entrusted with the day-to-day running of the Company and among other things to:
* be responsible for preparing complete, timely, reliable and accurate financial reports in accordance with the accounting standards and policies of the Company;
* submit an objective and comprehensible assessment of the company’s financial situation to the Board of Directors;
* regularly submit proposals to the Board of Directors concerning strategy definition;
* participate in the preparation of decisions to be taken by the Board of Directors;
* supply the Board of Directors with all information necessary for the discharge of its obligations in a timely fashion;
* set up internal controls (systems for the identification, assessment, management and monitoring of financial and other risks ), without prejudice to the Board’s monitoring role in this matter; and
* regularly account to the Board for the discharge of its responsibilities.
The members of the management meet on a regular basis to review the operating performance of the business lines and the containment of operating expenses. As at 31 December 2024, the Company’s management consisted of the following members: David Greenbaum, Managing Director, Pavel Měchura, Managing Director, Erik Morgenstern, Chief Financial Officer, Anita Dubost, Tax Manager.
Committees of the Board of Directors
As at 31 December 2024 the Board of Directors has the following committees:
* Audit Committee; and
* Remuneration, Appointment and Related Party Transaction Committee.
The implementation of decisions taken by these committees enhances the Company’s transparency and corporate governance. Independent and non-executive directors are always in the majority of the members of these committees.
Audit Committee
The Audit Committee is now comprised of Mr. Edward Hughes, Mr. Alfred Brandner, and Mrs. Anita Dubost. Mr. Edward Hughes is the president of the Audit Committee. The Audit Committee reviews the Company’s accounting policies and the communication of financial information. In particular, the Audit Committee follows the auditing process, reviews and enhances the Company’s reporting procedures by business lines, reviews risk factors and risk control procedures, analyzes the Company’s group structure, assesses the work of external auditors, examines consolidated accounts, verifies the valuations of real estate assets, and audits reports. The Audit Committee has therefore invited persons whose collaboration is deemed to be advantageous to assist it in its work and to attend its meetings. During 2024, the Audit Committee held 4 meetings (with 100% attendance).
Remuneration, Appointment and Related Party Transaction Committee
Following the changes in the Board of Directors composition in 2020 the Remuneration, Appointment and Related Party Transaction Committee (the “Remuneration Committee”) is now comprised of Mr. Edward Hughes, Mr. Alfred Brandner, and Mr. David Greenbaum. Mr. Edward Hughes is the president of the Remuneration Committee. The Remuneration Committee presents proposals to the Board of Directors about remuneration and incentive programs to be offered to the management and the Directors of the Company. The Remuneration Committee also deals with related party transactions. The role of the Remuneration Committee is, among other things, to submit proposals to the Board regarding the remuneration of executive managers, to define objective performance criteria respecting the policy fixed by the Company regarding the variable part of the remuneration of top management (including bonus and share allocations, share options or any other right to acquire shares) and that the remuneration of non-executive Directors remains proportional to their responsibilities and the time devoted to their functions. During 2024, the role of the Remuneration Committee has been assumed directly by the Board of Directors.
Description of internal controls relative to financial information processing.
The Company has organized the management of internal control by defining control environment, identifying the main risks to which it is exposed together with the level of control of these risks, and strengthening the reliability of the financial reporting and communication process.
Control Environment
For the annual closure, the Company’s management completes an individual questionnaire so that any transactions they have carried out with the Company as “Related parties” can be identified. The Audit Committee has a specific duty in terms of internal control; the role and activities of the Audit Committee are described in this Management Report.
Remuneration and benefits
Board of Directors
See note 1 of the Consolidated financial statements as at 31 December 2024.
Corporate Governance rules and regulations
In reference to the information required by paragraphs (a) to (k) of Article 11(1) of the Law of 19 May 2006 transposing Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids, the Board of Directors states the following elements:
(a) The structure of the capital, including securities which are not admitted to trading on a regulated market in a Member State, where appropriate with an indication of the different classes of shares and, for each class of shares, the rights and obligations attaching to it and the percentage of total share capital that it represents:
The share capital of the Company is represented by only one class of shares carrying the same rights. Out of 1,314,507,629 Company shares outstanding, the 314,507,629 Company shares (registered under ISIN LU0122624777, representing app. 23.9% of the total share capital) have been admitted to trading on the regulated markets of the Luxembourg Stock Exchange and the Warsaw Stock Exchange.
(b) Any restrictions on the transfer of securities, such as limitations on the holding of securities or the need to obtain the approval of the company or other holders of securities, without prejudice to Article 46 of Directive 2001/34/EC:
There is no restriction on the transfer of securities of the Company as at 31 December 2024.
(c) Significant direct and indirect shareholdings (including indirect shareholdings through pyramid structures and cross-shareholdings) within the meaning of Article 85 of Directive 2001/34/EC:
To the best of the Company’s knowledge, the following table sets out information regarding the ownership of the Company’s shares as at 31 December 2024. The information collected is based on the notifications received by the Company from any shareholder crossing the thresholds of 5%, 10%, 15%, 20%, 33 1/3%, 50% and 66 2/3% of the aggregate voting rights in the Company.# Shareholder Number of shares % of capital / voting rights
CPI PROPERTY GROUP (directly) 1,279,198,976 97.31%
Others 35,308,653 2.69%
Total 1,314,507,629 100.0%
(d) The holders of any securities with special control rights and a description of those rights: None of the Company’s shareholders has voting rights different from any other holders of the Company’s shares. On 8 June 2016 CPI Property Group’s fully owned subsidiary Nukasso Holdings Limited directly and indirectly acquired approximately 97.31% of shares in the Company. As a consequence, Nukasso Holdings Limited from the CPI Property Group became obliged to launch a mandatory takeover bid to purchase any and all of the ordinary shares of the Company (the “Mandatory Takeover Offer”). On 22 August 2016, the Czech Office for the Protection of Competition granted the merger clearance for the acquisition of the Company by CPI Property Group, whereas its decision became final and binding on 23 August 2016. On 8 December 2017 the CSSF published press releases in which it stated, inter alia, that it has decided not to approve the offer document in the Mandatory Takeover Offer as a consequence of the existence of an undisclosed concern action with respect to the Company. On 15 March 2018 the CSSF published a press release informing that the decisions detailed in the above-mentioned CSSF press releases of 8 December 2017 have been challenged before the Luxembourg administrative courts. On 21 November 2023 the first instance court rejected administrative lawsuits against the decisions of the CSSF. The shareholders appealed against this decision. On 27 June 2024, the appeals formed against the judgments of 21 November 2023 have been dismissed by the Administrative Court (Cour administrative). As a consequence, decisions adopted by the CSSF on 8 December 2017 are final and may no longer be challenged before the Luxembourg administrative courts. The Company understands that shareholders have the right to bring claims to the European Court of Human Rights in Strasbourg. As of the date of this report, the Company has not received any formal decision in relation to the Mandatory Takeover Offer.
(e) The system of control of any employee share scheme where the control rights are not exercised directly by the employees: This is not applicable. The Company has no employee share scheme.
(f) Any restrictions on voting rights, such as limitation on the voting rights of holders of a given percentage or number of votes, deadlines for exercising voting rights, or systems whereby, with the Company's cooperation, the financial rights attaching to securities are separated from the holding of securities: There is no restriction on voting rights.
(g) Any agreements between shareholders which are known to the company and may result in restrictions on the transfer of securities and/or voting rights within the meaning of Directive 2001/34/EC: To the knowledge of the Company, no shareholder agreements have been entered by and between shareholders that are in effect as of the date of this report. 97.31% of shares in the Company are held directly by CPI PROPERTY GROUP.
(h) the rules governing the appointment and replacement of board members and the amendment of the articles of association: See section Appointment of Directors of this report.
(i) the powers of board members, and in particular the power to issue or buy back shares: The Company has no authorized but unissued and unsubscribed share capital in addition to the issued and subscribed corporate capital of €13,145,076.29. On 30 May 2022, the AGM of shareholders of the Company approved the terms and conditions of the share buy- back programme of the Company. The Company itself, or through a company in which the Company holds directly the majority of the voting rights, or through a person acting in their own name but for the account of the Company may repurchase, in one or several steps, a maximum of 35,308,653 shares of the Company, for a purchase price in the range between €0.01 per share to €5 per share. The shares may be repurchased on the Luxembourg Stock Exchange or the Warsaw Stock Exchange or directly from existing and/or future shareholders by consensual or private sale. The duration of the share buy-back programme is 5 years from the AGM of shareholders of the Company which was held on 30 May 2022.
(j) any significant agreements to which the company is a party and which take effect, alter or terminate upon a change of control of the company following a takeover bid, and the effects thereof, except where their nature is such that their disclosure would be seriously prejudicial to the company; this exception shall not apply where the company is specifically obliged to disclose such information on the basis of other legal requirements: Under the Securities Note and Summary dated 22 March 2007, with respect to the issue of the 2014 Warrants, the occurrence of a Change of Control (as described in Condition 4.1.8.1.2.1 of the Securities Note and Summary dated 22 March 2007) could result in a potential liability for the Company due to “Change of Control Compensation Amount”. On 10 June 2016 the Company received a major shareholder notification stating that NUKASSO (CYP) and CPI PROPERTY GROUP, which are ultimately held by Mr. Radovan Vitek, hold directly and indirectly 1,279,198,976 of the Company’s shares corresponding to 97.31% of voting rights as at 8 June 2016. Accordingly, the Company issued a Change of Control Notice notifying the holders of the 2014 Warrants that the Change of Control, as defined in the Securities Note and the Summary for the 2014 Warrants, occurred on 8 June 2016.
In accordance with the judgement of the Paris Commercial Court (the “Court”) pronounced on 26 October 2015 concerning the termination of the Company’s Safeguard Plan, liabilities that were admitted to the Safeguard, but are conditional or uncalled (such as uncalled bank guarantees, conditional claims of the holders of 2014 Warrants registered under ISIN code XS0290764728, provided that they were admitted to the Safeguard plan), will be paid according to their contractual terms. Pre-Safeguard liabilities that were not admitted to the Company’s Safeguard will be unenforceable. As such, only claims of holders of the 2014 Warrants, whose potential claims were admitted to the Company’s Safeguard Plan, could be considered in respect of the present Change of Control. Claims of holders of the 2014 Warrants that were not admitted to the Company’s Safeguard will be unenforceable against the Company. On 9 March 2023 the Luxembourg Court issued a judgment, rejecting the claims of the holders of the 2014 Warrants. The Luxembourg Court confirmed that any claim in relation to the change of control provision had to be made, in accordance with the provisions of the French Commercial Code, within 2 months as from the date of publication of the judgement opening the Safeguard Procedure in the French Official Gazette. Since the claimants did not comply with this obligation, their claim for payment under the change of control provision is not well-founded and has to be rejected. The claimants did not appeal, and the case is closed now. Certain financing documentation entered into between the Group and financing banks could contain standard change of control clauses. To the knowledge of the Company, no other agreements have been entered into by the Company.
(k) any agreements between the company and its board members or employees providing for compensation if they resign or are made redundant without valid reason or if their employment ceases because of a takeover bid: As at 31 December 2024, there are no potential termination indemnity payments in place payable to the members of the Company's management in the event of termination of their contracts in excess of the compensation as required by the respective labour codes.
Additional information
Legal form and share capital
CPI FIM is a public limited company (“société anonyme”) incorporated and existing under Luxembourg law. Its corporate capital, subscribed and fully paid-up capital of €13,145,076.29 is represented by 1,314,507,629 shares without nominal value. The accounting par value price is €0.01 per share.
Date of incorporation and termination
The Company was incorporated by deed drawn on 9 September 1993 by Maître Frank Baden, for an indeterminate period of time.
Jurisdiction and applicable laws
The Company exists under the Luxembourg Act of 10 August 1915 on commercial companies, as amended.
Object of business
As described in article 4 of the updated Articles of Association of the Company, its corporate purpose is the direct acquisition of real estate, the holding of ownership interests and the making of loans to companies that form part of its group. Its activity may consist in carrying out investments in real estate, such as the purchase, sale, construction, valorization, management and rental of buildings, as well as in the promotion of real estate, whether on its own or through its branches. It has as a further corporate purpose the holding of ownership interests, in any form whatsoever, in any commercial, industrial, financial or other Luxembourg or foreign companies, whether they are part of the group or not, the acquisition of all and any securities and rights by way of ownership, contribution, subscription, underwriting or purchase options, or negotiation, and in any other way, and in particular the acquisition of patents and licenses, their management and development, the granting to undertakings in which it holds a direct or indirect stake of all kinds of assistance, loans, advances or guarantees and finally all and any activities directly or indirectly relating to its corporate purpose. It may thus play a financial role or carry out a management activity in enterprises or companies it holds or owns.# The Company may likewise carry out all and any commercial, property, real estate and financial operations likely to relate directly or indirectly to the activities defined above and susceptible to promoting their fulfillment.
Trade register RCS Luxembourg B 44 996.
Financial year
The Company’s financial year begins on the first day of January and ends on the thirty-first day of December.
Distribution of profits and payment of dividends
Each year, at least five per cent of the net corporate profits are set aside and allocated to a reserve. Such deduction ceases being mandatory when such reserve reaches ten per cent of the corporate capital, but will resume whenever such reserve falls below ten per cent. The general meeting of shareholders determines the allocation and distribution of the net corporate profits.
Payment of dividends: The Board of Directors is entitled to pay advances on dividends when the legal conditions listed below are fulfilled:
* an accounting statement must be established which indicates that the available funds for the distribution are sufficient;
* the amount to be distributed may not exceed the amount of revenues since the end of the last accounting year for which the accounts have been approved, increased by the reported profits and by the deduction made on the available reserves for this purpose and decreased by the reported losses and by the sums allocated to reserves in accordance with any legal and statutory provision;
* the Board of Directors’ decision to distribute interim dividends can only be taken within two months after the date of the accounting statement described above;
* the distribution may not be determined less than six months after the closing date of the previous accounting year and before the approval of the annual accounts related to this accounting year;
* whenever a first interim dividend has been distributed, the decision to distribute a second one may only be taken at least three months after the decision to distribute the first one; and
* the statutory and independent auditor(s) in its (their) report to the Board of Directors confirm(s)
* the conditions listed above are fulfilled.
Under general Luxembourg law, the conditions for making advances on dividends are less stringent than the conditions listed above, however, the more restrictive provisions of the Company’s Articles of Association will prevail as the recent changes under Luxembourg law have not yet been reflected in the Articles of Association of the Company. When an advance distribution exceeds the amount of dividend subsequently approved by the general meeting of shareholders, such advance payment is considered an advance on future dividends.
Exceeding a threshold
Any shareholder who crosses a threshold limit of 5%, 10%, 15%, 33 1/3%, 50% or 66 2/3% of the total of the voting rights must inform the Company, which is then obliged to inform the relevant controlling authorities. Any shareholder not complying with this obligation will lose his voting rights at the next general meeting of shareholders, and until proper majority shareholding notification is made.
Documents on display
Copies of the following documents may be inspected at the registered office of the Company (tel: +352 26 47 67 1), 40 rue de la Vallée, L-2661 Luxembourg, on any weekday (excluding public holidays) during normal business hours:
- Articles of Association of the Company;
- Audited consolidated financial statements of the Company as of and for the years ended 31 December 2023, 2022, and 2021, prepared in accordance with IFRS adopted by the European Union;
The registration document(s) and most of the information mentioned are available on the Company’s website: www.cpifimsa.com
The registration document(s) is available on the website of Luxembourg Stock Exchange: www.bourse.lu.
External Auditors
Ernst & Young S.A., Luxembourg was elected as the Group’s new approved auditor (réviseur d’entreprises agréé) for the financial year commencing on 1 January 2019. The AGM resolved to approve Ernst & Young S.A., Luxembourg as auditors for the financial year ending 31 December 2024.
Reporting
The consolidated management report and the stand-alone management report are presented under the form of a sole report.
SHAREHOLDING
Share capital and voting rights
The subscribed and fully paid-up capital of the Company of €13,145,076.29 is represented by 1,314,507,629 shares without nominal value. The accounting par value is €0.01 per share. The Company has no authorized but unissued and unsubscribed share capital in addition to the issued and subscribed corporate capital of €13,145,076.29.
All the shares issued by the Company are fully paid up and have the same value. The shares will be either in the form of registered shares or in the form of bearer shares, as decided by the shareholder, except to the extent otherwise provided by law. The shareholder can freely sell or transfer the shares. The shares are indivisible and the Company only recognizes one holder per share. If there are several owners per share, the Company is entitled to suspend the exercise of all rights attached to such shares until the appointment of a single person as owner of the shares. The same applies in the case of usufruct and bare ownership or security granted on the shares. Joint owners of shares must be represented within the Company by one of them considered as sole owner or by a proxy, who in case of conflict may be legally designated by a court at the request of one of the owners.
Shareholder holding structure
To the best of the Company’s knowledge, the following table sets out information regarding the ownership of the Company’s shares as at 31 December 2024. The information collected is based on the notifications received by the Company from any shareholder crossing the thresholds of 5%, 10%, 15%, 20%, 33 1/3%, 50% and 66 2/3% of the aggregate voting rights in the Company.
| Shareholder | Number of shares | % of capital / voting rights |
|---|---|---|
| CPI PROPERTY GROUP (directly) | 1,279,198,976 | 97.31% |
| Others | 35,308,653 | 2.69% |
| Total | 1,314,507,629 | 100.0% |
Authorized capital not issued
The Company has no authorized but unissued and unsubscribed share capital in addition to the issued and subscribed corporate capital of €13,145,076.29.
POTENTIAL RISKS AND OTHER REPORTING REQUIREMENTS
The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, price risk, cash flow interest rate risk and other risks), credit risk and liquidity risk. This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes for measuring and managing risk, and the Group’s management of capital. The primary objectives of the financial risk management function are to establish risk limits, and then ensure that exposure to risks stays within these limits. Supervision of the Group’s risk is accomplished through discussions held by executive management in appropriate frameworks together with reporting and discussions with the Board of Directors.
Subsequent closing events
Please refer to note 11 of the Consolidated financial statements as at 31 December 2024.
Other reporting requirements
- The Company does not have any activities in research and development.
- The Company does not have any branches.
Financial risks exposure
For a thorough description of the principal risks and uncertainties, please refer to note 7 of the Consolidated financial statements as at 31 December 2024. The primary objectives of the financial risk management function are to establish risk limits, and then ensure that exposure to risks stays within these limits. Supervision of the Group’s risk is accomplished through discussions held by executive management in appropriate frameworks together with reporting and discussions with the Board of Directors.
Certain subsidiaries may be in breach of loan covenants
As of the date of this report, none of the Company’s subsidiaries are in breach of financial ratios specified in their respective loan agreements and administrative covenants.
The Group’s financing arrangements could give rise to additional risk
When the Group acquires a property using external financing, the Group usually provides a mortgage over the acquired property and pledges the shares of the specific subsidiary acquiring the property. There can be no assurance that the registration of mortgages and pledges has been concluded in accordance with applicable local law, and a successful challenge against such mortgages or pledges may entitle the lender to demand early repayment of its loan to the Group. The Group’s financing agreements contain financial covenants that could, among other things, require the Group to maintain certain financial ratios. In addition, some of the financing agreements require the prior written consent of the lender to any merger, consolidation or corporate changes of the borrower and the other obligors. Should the Group breach any representations, warranties or covenants contained in any such loan or other financing agreement, or otherwise be unable to service interest payments or principal repayments, the Group may be required immediately to repay such borrowings in whole or in part, together with any related costs. If the Group does not have sufficient cash resources or other credit facilities available to make such repayments, it may be forced to sell some or all of the properties comprising the Group’s investment portfolio, or refinance those borrowings with the risk that borrowings may not be able to be refinanced or that the terms of such refinancing may be less favorable than the existing terms of borrowing.# MANAGEMENT REPORT | 42
Market risk
Foreign currency risk
Currency risk is applicable generally to those business activities and development projects where different currencies are used for repayment of liabilities under the relevant financing to that of the revenues generated by the relevant property or project. Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group is exposed to currency risk mainly on sales, purchases and borrowings that are denominated in a currency other than the respective functional currencies of Group entities, primarily the CZK, but also others (see note 7.3 Market risk of the Consolidated financial statements as at 31 December 2024). The functional currency of most Group companies is the Czech koruna and a significant portion of revenues and costs are realised primarily in the Czech koruna. For more detail, please refer to note 7.3 Foreign currency risk of the Consolidated financial statements as at 31 December 2024.
Price risk
To manage its price risk arising from investments in equity securities and such embedded derivatives, the Group diversifies its portfolio or only enters these operations if they are linked to operational investments. For more detail, please refer to note 7.3 Price risk of the Consolidated financial statements as at 31 December 2024.
Interest rate risk
The Group uses fixed rate debt financing to finance the purchase, development, construction and maintenance of its properties. When floating rate financing is used, the Group’s costs increase if prevailing interest rate levels rise. While the Group generally seeks to control its exposure to interest rate risks by entering into interest rate swaps, not all financing arrangements are covered by such swaps and a significant increase in interest expenses would have an unfavorable effect on the Group’s financial results and may have a material adverse effect on the Group’s business, financial condition, results of operations and prospects. Rising interest rates could also affect the Group’s ability to make new investments and could reduce the value of the properties. Conversely, hedged interests do not allow the Company to benefit from falling interest rates. For more detail, please refer to note 7.3 Interest rate risk of the Consolidated financial statements as at 31 December 2024.
Other risks
The Group is also exposed to property price and property rentals risk but it does not pursue any speculative policy. Even though the Group’s activities are focused on one geographical area (Central Europe) such activities are spread over several business lines (residences, offices) and different countries.
Credit risk
The Group has no significant concentrations of commercial credit risk. Rental contracts are made with customers with an appropriate credit history. Credit risk is managed by local management and by Group management. For more detail, please refer to note 7.1 Credit risk of the Consolidated financial statements as at 31 December 2024.
MANAGEMENT REPORT | 43
Liquidity risk
For more detail, please refer to note 7.2 Liquidity risk of the Consolidated financial statements as at 31 December 2024.
Capital management
For more detail, please refer to note 7.4 Capital management of the Consolidated financial statements as at 31 December 2024.
Risks associated with real estate and financial markets
Changes in the general economic and cyclical parameters may negatively influence the Group’s business activity. The Group’s core business activity is mainly based on the letting and sale of real estate property. The revenues from rents and revenues from sales of real estate property investments are key figures for the Group’s value and profitability. Rents and sales prices depend on economic and cyclical parameters, which the Group cannot control. The Group’s property valuations may not reflect the real value of its portfolio, and the valuation of its assets may fluctuate from one period to the next. The Group’s investment property portfolio is valued at least once a year by an independent appraiser. The Group’s property assets were valued as at 31 December 2024. The change in the appraised value of investment properties, in each period, determined on the basis of expert valuations and adjusted to account for any acquisitions and sales of buildings and capital expenditures, is recorded in the Group’s income statements. For each Euro of change in the fair value of the investment properties, the net income of the Group changes by one Euro. Changes in the fair value of the buildings could also affect gains from sales recorded on the income statement (which are determined by reference to the value of the buildings) and the rental yield from the buildings (which is equal to the ratio of rental revenues to the fair value of the buildings). Furthermore, adverse changes in the fair value of the buildings could affect the Group’s cost of debt financing, its compliance with financial covenants and its borrowing capacity. The values determined by independent appraisers are based on numerous assumptions that may not prove correct, and also depend on trends in the relevant property markets. An example is the assumption that the Company is a “going concern”, i.e., that it is not a “distressed seller” whose valuation of the property assets may not reflect potential selling prices. In addition, the figures may vary substantially between valuations. A decline in valuation may have a significant adverse impact on the Group’s financial condition and results, particularly because changes in property values are reflected in the Group’s consolidated net profit. Conversely, valuations may be lagging soaring market conditions, inadequately reflecting the fair property values at a later time. The Group is also exposed to valuation risk regarding the receivables from its asset sales. Management values these receivables by assessing the credit risk attached to the counterparties for the receivables. Any change in the credit worthiness of a counterparty or in the Group’s ability to collect on the receivable could have a significant adverse impact on the Group’s financial position and results. Changing residential trends or tax policies may adversely affect sales of developments. The Group is involved in residential, commercial and retail development projects. Changing residential trends are likely to emerge within the markets in Central and Eastern Europe as they mature and, in some regions, relaxed planning policies may give rise to over-development, thereby affecting the sales potential of the Group’s residential developments. Changing real estate taxes or VAT taxes may also have a notable impact on sales (such as for example a hike in sales before implementation of a tax increase followed by structurally lower sales). These factors will be considered within the investment strategy implemented by the Group but may not always
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be anticipated and may have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.
MANAGEMENT REPORT | 45
CORPORATE RESPONSIBILITY
Corporate responsibility and sustainable development is at the core of the strategy of the Company. The Group’s top management actively foster best practices as an opportunity to improve the cost efficiency of internal processes and the value creation of our main activity - development of properties, provision of equity loans and management services to other entities within the CPIPG Group.
5 Environmental, social and ethical matters
The Group is committed to high standards in environmental, social and ethical matters. Our staff receive training on our policies in these areas, and are informed when changes are made to the policy. Our environmental policy is to comply with all applicable local regulations, while pursuing energy-efficient solutions and green / LEED certification wherever possible. Ethical practice is a core component of our corporate philosophy; we have achieved top-quality standards in reporting and communications, and have invested in the best professionals. From a social perspective, we care deeply about all our stakeholders. Our corporate culture is centered around respect and professionalism, and we believe in giving back to our community.
Environmental matters
The Group follows a pragmatic approach to environmental aspects of its business. Environmental criteria are one of the main aspects of the Group’s development and construction projects. Before each potential asset investment, the Group examines the environmental risks. Project timing, progress and budgets are carefully monitored, mostly with the support of external project monitoring advisors. Health, safety and environmental risks are monitored before and during construction. Health and safety, as well as the technical and security installations are periodically inspected for checking of their status and the conformity with applicable legislation and local regulation. As a priority item for apartment building renovations, the Group replaces older heating systems with natural gas systems, and seeks to improve the overall level of thermal insulation in its buildings.
Social matters
The Group follows the Environmental, Social and Governance (ESG) framework of its parent company CPIPG. The Group aims to promote personal development of its employees. The Group provides a work environment that is motivating, competitive and reflects the needs of the employees. The Group promotes diversity and equal opportunity in the workplace. Employees of the Group conduct annual reviews with their managers, covering also the relationships of the employees with their work and working place, as well as the Group in general.# Ethical matters
The Group has policies addressing conduct, including conflicts of interest, confidentiality, abuse of company property and business gifts. For the ESG related statements, also applicable to the Company, please refer to the management report of CPI PROPERTY GROUP.
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EU TAXONOMY
Taxonomy eligibility
Since 2022, CPI FIM is reporting according to Art. 8 of the Taxonomy Regulation of the European Union and thus closely monitoring the regulatory environment. The following regulations and notices in the latest version have been reviewed for applicability:
- Commission Delegated Regulation (EU) 2021/2139;
- Commission Delegated Regulation (EU) 2022/1214;
- Commission Delegated Regulation (EU) 2023/2485;
- Commission Delegated Regulation (EU) 2023/2486;
- Commission Delegated Regulation (EU) 2021/2178;
- Commission Notice on the interpretation and implementation of certain legal provisions of the EU Taxonomy Regulation and links to the Sustainable Finance Disclosure Regulation (2023/C 211/01) (FAQ);
- Commission Notice on the interpretation and implementation of certain legal provisions of the Disclosures Delegated Act under Article 8 of the EU Taxonomy Regulation on the reporting of taxonomy-eligible and taxonomy-aligned economic activities and assets (third Commission Notice), and
- Draft Commission Notice on the interpretation and implementation of certain legal provisions of the EU Taxonomy Environmental Delegated Act, the EU Taxonomy Climate Delegated Act and the EU Taxonomy Disclosures Delegated Act (29 November 2024).
The analysis led to the following applicable eligible economic activities in the 2024 financial year:
- Climate Change Mitigation (CCM)/Climate Change Adaptation (CCA) 7.7 acquisition and ownership of buildings
The CPI FIM’s core activities are clearly linked to ‘buying real estate and exercising ownership of that real estate’ as this activity is described in the taxonomy legislation. Since the description of economic activity CCM 7.7 and the definition of the technical screening criteria are based on the exercise of ownership of real estate, neither revenues, CapEx nor OpEx, in connection with undeveloped land are subsumed under this economic activity. Additions to other intangible assets and other tangible assets are also classified as non-taxonomy eligible.
Taxonomy alignment
Economic Activity 7.7 Acquisition and ownership of buildings
Substantial contribution to climate change mitigation (SC)
When reviewing buildings for a substantial contribution to the environmental objective ‘climate change mitigation’, a distinction was made, in accordance with the technical screening criteria, as to whether or not the application for a building permit for the respective building was submitted before 31 December 2020.
- For buildings where an application for a building permit was submitted before 31 December 2020, the first step was to examine whether the energy performance certificate (EPC) of the building shows an energy class. To meet the requirements, the energy performance certificate of the building must show
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at least energy class A. This assessment method was applied to all countries relevant to the CPI FIM, with the exception of Poland, and the Czech Republic.
- For the Czech Republic and Poland the alternative technical screening criterium was used - a building was assessed as aligned if it ranks among the top 15% of the national or regional building stock in terms of primary energy demand. The assessment for Poland was based on the national threshold of 109.4 kWh/m² published by the Ministry of Development and Technology. In the Czech Republic the thresholds determined in a study of CEVRE Consultants commissioned by Česká spořitelna, in 2024 and recommended by the Czech Green Building Council were applied. This study classifies office buildings of the energy efficiency classes A, B and C (up to primary energy demand of 260 kWh/m²), buildings for accommodation and catering of the energy efficiency classes A, B and C (up to primary energy demand of 375 kWh/m²) as well as retail buildings of the energy classes A, B and C (up to primary energy demand of 545 kWh/m²) as the top 15% of the national building stock.
Non-residential assets with more than 5,000 m² of usable space were examined for the existence of heating systems, systems for combined space heating and ventilation, air-conditioning systems or systems for combined air conditioning and ventilation with more than 290 kW of power. Where this criterium applies, checks were subsequently carried out to determine whether these assets are efficiently operated and have a continuous monitoring system. Technical documentation of the building management systems, property-/facility- management contracts with respective obligations of the provider and for the first time, certificates according to ISO 50001 were used as evidence. The certificates, which were obtained during 2024 lead to a significant increase in the share of taxonomy-aligned revenue, capital and operational expenditures.
- For buildings for which the building permit application was submitted after 31 December 2020, it must be verified whether the primary energy demand of the respective building is at least 10% below the national threshold for nearly zero-energy buildings. In addition, it must be determined whether the usable space of the building exceeds 5,000 m². If this is the case, airtightness of the building envelope and thermal integration upon completion, as well the global warming potential (GWP) viewed over the entire life cycle must be demonstrated for each phase of the life cycle in addition to the criteria of efficient operation. Since there are currently no life cycle assessments for these properties, taxonomy alignment cannot yet be shown for these assets.
Do-no-significant-harm (DNSH)
In accordance with the requirements of the economic activity CCM 7.7 Acquisition and ownership of buildings, CPI FIM conducts a climate risk and vulnerability assessment at the site level in order to prevent significant harm to the environmental objective ‘climate change adaptation’. In doing so, a model with different time horizons between 2040 and 2100 has been used so far assuming the RCP-scenarios 2.6, 4.5, 6.0 and 8.5.
The share of revenue, capital and operational expenditures from assets which fulfil the substantial contribution and do-no-significant-harm criteria, as described above, are disclosed as taxonomy-aligned under the activity CCM 7.7.
Revenue: The proportion of taxonomy-aligned economic activities in total revenues was calculated as the part of net revenues derived from products and services associated with taxonomy-aligned economic activities (numerator), divided by net revenues (denominator), each for the financial year from 1 January 2024 to 31 December 2024. This approach remains unchanged since the year of the first reporting according to Art. 8 of the Taxonomy Regulation.
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In accordance with the Delegated Act on Art. 8 of the EU Taxonomy, the revenue KPI is based on the consolidated revenues and relates primarily to rental income and operating costs charged to tenants.
CapEx: The key performance indicator capital expenditure (CapEx) is defined as the proportion of taxonomy-aligned capital expenditures (numerator) divided by the total CapEx (denominator). The total CapEx for 2024 include acquisition costs that were not accounted for in the 2023 reporting. The revised figures for 2023 are provided in the relevant table. Otherwise, the approach remains unchanged since the year of the first reporting according to Art. 8 of the Taxonomy Regulation.
The denominator comprises additions to investment property, property under construction, owner-operated property and other tangible assets and intangible assets for the 2024 and 2023 financial years before depreciation, amortisation and revaluations. The numerator includes CapEx related to assets or processes that are associated with taxonomy-aligned proportions of economic activities. Here, CPI FIM considers CapEx that are material to maintaining and performing the economic activity. The principle of allocation here is the generation of external revenues through the economic activities. Consequently, all CapEx in taxonomy-aligned properties are considered in the numerator of the performance indicator. In 2024 the numerator of the KPI for aligned CapEx do not include any CapEx related to CapEx plan (as defined in Commission Delegated Regulation (EU) 2021/2178, paragraph 1.1.2.2.).
OpEx: The key performance indicator operating expenditure (OpEx) is defined as the proportion of taxonomy-aligned operating expenditures (numerator) divided by total OpEx (denominator). The total operating expenditures for 2024 exclude personal expenses that were accounted for in the 2023 reporting. The revised figures for 2023 are provided in the relevant table. Otherwise, the approach remains unchanged since the year of the first reporting according to Art 8 of the Taxonomy Regulation.
The classification of the OpEx can be derived analogously from the categories of CapEx. Total operating expenditures consist of non-capitalised costs that relate to building renovation measures, maintenance and repair, as well as any other direct expenditures in connection with the day-to-day servicing of investment property, property under construction and owner-operated property.
Additional Reporting from gas/nuclear energy
| Row | Nuclear energy related activities | 1 |
|---|---|---|
| The undertaking carries out, funds or has exposures to research, development, demonstration and deployment of innovative electricity generation facilities that produce energy from nuclear processes with minimal waste from the fuel cycle. |
Fossil gas related activities
NO 2 The undertaking carries out, funds or has exposures to construction and safe operation of new nuclear installations to produce electricity or process heat, including for the purposes of district heating or industrial processes, such as hydrogen production, as well as their safety upgrades, using best available technologies.
NO 3 The undertaking carries out, funds or has exposures to safe operation of existing nuclear installations that produce electricity or process heat, including for the purposes of district heating or industrial processes such as hydrogen production from nuclear energy, as well as their safety upgrades.
NO 4 The undertaking carries out, funds or has exposures to construction or operation of electricity generation facilities that produce electricity using fossil gaseous fuels.
NO 5 The undertaking carries out, funds or has exposures to construction, refurbishment and operation of combined heat/cool and power generation facilities using fossil gaseous fuels.
NO 6 The undertaking carries out, funds or has exposures to construction, refurbishment and operation of heat generation facilities that produce heat/cool using fossil gaseous fuels.
Turnover
Financial year 2024
| Substantial contribution criteria | DNSH criteria | Economic activities | Code(s) | Turnover | Proportion of Turnover year 2024 | Climate Change Mitigation (CCM) | Climate Change Adaptation (CCA) | Water Pollution | Circular economy | Biodiversity | Climate Change Mitigation (CCM) | Climate Change Adaptation (CCA) | Water Pollution | Circular economy | Biodiversity | Minimum Safeguards | Proportion of Taxonomy- aligned (A.1.) or eligible (A.2.) turnover, year 2023 | Category enabling activity | Category transitional activity |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| €m | % | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y/N | Y/N | Y/N | Y/N | % | ||||||
| A. TAXONOMY-ELIGIBLE ACTIVITIES | |||||||||||||||||||
| A.1. Environmentally sustainable activities (Taxonomy-aligned) | |||||||||||||||||||
| Acquisition and ownership of buildings | CCM/CCA7.7 | 7.7 | 0.000 | 0.0% | Y | N | N/EL | N/EL | N/EL | N/EL | Y | Y | Y | Y | Y | 0.4% | E | T | |
| Turnover of environmentally sustainable activities (Taxonomy- aligned) (A.1) | 0.000 | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | Y | Y | Y | Y | Y | 0.4% | E | T | |||
| Of which Enabling | |||||||||||||||||||
| 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | Y | Y | Y | Y | Y | E | |||||||
| Of which Transitional | T | ||||||||||||||||||
| 0.0% | 0.0% | 0.0% | |||||||||||||||||
| A.2. Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned) | |||||||||||||||||||
| Acquisition and ownership of buildings | CCM/CCA7.7 | 7.7 | 145.945 | 98.8% | EL | EL | N/EL | N/EL | N/EL | N/EL | 98.0% | ||||||||
| Turnover of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) | 145.945 | 98.8% | 98.1% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 98.0% | ||||||||||
| Turnover of Taxonomy eligible activities (A.1 + A.2) | 145.945 | 98.8% | 98.1% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 98.4% | ||||||||||
| B. TAXONOMY-NON-ELIGIBLE ACTIVITIES | |||||||||||||||||||
| Turnover of Taxonomy-non-eligible activities (B) | 1.720 | 1.2% | |||||||||||||||||
| Total | 147.665 | 100% | |||||||||||||||||
| Proportion of turnover/Total turnover | Taxonomy-aligned per objective | Taxonomy-eligible per objective | |||||||||||||||||
| CCM | 0.0% | 98.8% | |||||||||||||||||
| CCA | 0% | 0% | |||||||||||||||||
| WTR | 0% | 0% | |||||||||||||||||
| CE | 0% | 0% | |||||||||||||||||
| PPC | 0% | 0% | |||||||||||||||||
| BIO | 0% | 0% |
CapEx
Financial year 2024
| Substantial contribution criteria | DNSH criteria | Economic activities | Code(s) | CapEx | Proportion of CapEx year 2024 | Climate Change Mitigation (CCM) | Climate Change Adaptation (CCA) | Water Pollution | Circular economy | Biodiversity | Climate Change Mitigation (CCM) | Climate Change Adaptation (CCA) | Water Pollution | Circular economy | Biodiversity | Minimum Safeguards | Proportion of Taxonomy- aligned (A.1.) or eligible (A.2.) CapEx, year 2023 | Category enabling activity | Category transitional activity |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| €m | % | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y/N | Y/N | Y/N | Y/N | % | ||||||
| A. TAXONOMY-ELIGIBLE ACTIVITIES | |||||||||||||||||||
| A.1. Environmentally sustainable activities (Taxonomy-aligned) | |||||||||||||||||||
| Acquisition and ownership of buildings | CCM/CCA7.7 | 7.7 | 0.000 | 0.0% | Y | N | N/EL | N/EL | N/EL | N/EL | Y | Y | Y | Y | Y | 1.0% | E | T | |
| CapEx of environmentally sustainable activities (Taxonomy-aligned) (A.1) | 0.000 | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | Y | Y | Y | Y | Y | 1.0% | E | T | |||
| Of which Enabling | |||||||||||||||||||
| 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | Y | Y | Y | Y | Y | E | |||||||
| Of which Transitional | T | ||||||||||||||||||
| 0.0% | 0.0% | 0.0% | |||||||||||||||||
| A.2. Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned) | |||||||||||||||||||
| Acquisition and ownership of buildings | CCM7.7/CCA7.7 | 7.7 | 569.205 | 98.0% | EL | EL | N/EL | N/EL | N/EL | N/EL | 90.6% | ||||||||
| CapEx of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) | 569.205 | 98.0% | 98.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 90.6% | ||||||||||
| CapEx of Taxonomy eligible activities (A.1 + A.2) | 569.205 | 98.0% | 98.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 91.6% | ||||||||||
| B. TAXONOMY-NON-ELIGIBLE ACTIVITIES | |||||||||||||||||||
| CapEx of Taxonomy-non-eligible activities (B) | 11.878 | 2.0% | |||||||||||||||||
| Total | 581.083 | 100% | |||||||||||||||||
| Proportion of CapEx/Total CapEx | Taxonomy-aligned per objective | Taxonomy-eligible per objective | |||||||||||||||||
| CCM | 0.0% | 98.0% | |||||||||||||||||
| CCA | 0% | 0% | |||||||||||||||||
| WTR | 0% | 0% | |||||||||||||||||
| CE | 0% | 0% | |||||||||||||||||
| PPC | 0% | 0% | |||||||||||||||||
| BIO | 0% | 0% |
OpEx
Financial year 2024
| Substantial contribution criteria | DNSH criteria | Economic activities | Code(s) | OpEx | Proportion of OpEx year 2024 | Climate Change Mitigation (CCM) | Climate Change Adaptation (CCA) | Water Pollution | Circular economy | Biodiversity | Climate Change Mitigation (CCM) | Climate Change Adaptation (CCA) | Water Pollution | Circular economy | Biodiversity | Minimum Safeguards | Proportion of Taxonomy- aligned (A.1.) or eligible (A.2.) OpEx, year 2023 | Category enabling activity | Category transitional activity |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| €m | % | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y; N; N/EL | Y/N | Y/N | Y/N | Y/N | % | ||||||
| A. TAXONOMY-ELIGIBLE ACTIVITIES | |||||||||||||||||||
| A.1. Environmentally sustainable activities (Taxonomy-aligned) | |||||||||||||||||||
| Acquisition and ownership of buildings | CCM/CCA7.7 | 7.7 | 0.000 | 0.0% | Y | N | N/EL | N/EL | N/EL | N/EL | Y | Y | Y | Y | Y | 7.4% | E | T | |
| OpEx of environmentally sustainable activities (Taxonomy-aligned) (A.1) | 0.000 | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | Y | Y | Y | Y | Y | 7.4% | E | T | |||
| Of which Enabling | |||||||||||||||||||
| 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | Y | Y | Y | Y | Y | E | |||||||
| Of which Transitional | T | ||||||||||||||||||
| 0.0% | 0.0% | 0.0% | |||||||||||||||||
| A.2. Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned) | |||||||||||||||||||
| Acquisition and ownership of buildings | CCM/CCA7.7 | 7.7 | 10.424 | 85.7% | EL | EL | N/EL | N/EL | N/EL | N/EL | 80.6% | ||||||||
| OpEx of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy- aligned activities) (A.2) | 10.424 | 85.7% | 85.7% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 80.6% | ||||||||||
| OpEx of Taxonomy eligible activities (A.1 + A.2) | 10.424 | 85.7% | 85.7% | 0.0% | 0.0% | 0.0% | 0.0% | 0.0% | 88.0% | ||||||||||
| B. TAXONOMY-NON-ELIGIBLE ACTIVITIES | |||||||||||||||||||
| OpEx of Taxonomy-non-eligible activities (B) | 1.733 | 14.3% | |||||||||||||||||
| Total | 12.157 | 100% | |||||||||||||||||
| Proportion of OpEx/Total OpEx | Taxonomy-aligned per objective | Taxonomy-eligible per objective | |||||||||||||||||
| CCM | 0.0% | 85.7% | |||||||||||||||||
| CCA | 0% | 0% | |||||||||||||||||
| WTR | 0% | 0% | |||||||||||||||||
| CE | 0% | 0% | |||||||||||||||||
| PPC | 0% | 0% | |||||||||||||||||
| BIO | 0% | 0% |
GLOSSARY & DEFINITIONS
Alternative Performance Measures
The Company presents alternative performance measures (APMs). The APMs used in our report are commonly referred to and analysed amongst professionals participating in the Real Estate Sector to reflect the underlying business performance and to enhance comparability both between different companies in the sector and between different financial periods. APMs should not be considered as a substitute for measures of performance in accordance with the IFRS. The presentation of APMs in the Real Estate Sector is considered advantageous by various participants, including banks, analysts, bondholders and other users of financial information:
- APMs provide additional helpful and useful information in a concise and practical manner.
- APMs are commonly used by senior management and Board of Directors for their decisions and setting of mid and long-term strategy of the Group and assist in discussion with outside parties.
- APMs in some cases might better reflect key trends in the Group’s performance which are specific to that sector, i.e. APMs are a way for the management to highlight the key value drivers within the business that may not be obvious in the consolidated financial statements.
For new definitions of measures or reasons for their change, see below.
EPRA NRV
EPRA NRV assumes that entities never sell assets and aims to represent the value required to rebuild the entity. The objective of the EPRA Net Reinstatement Value measure is to highlight the value of net assets on a long-term basis. Assets and liabilities that are not expected to crystallise in normal circumstances such as the fair value movements on financial derivatives and deferred taxes on property valuation surpluses are therefore excluded. Since the aim of the metric is to also reflect what would be needed to recreate the company through the investment markets based on its current capital and financing structure, related costs such as real estate transfer taxes should be included. The performance indicator has been prepared in accordance with best practices as defined by EPRA (European Public Real Estate Association) in its Best Practices Recommendations guide, available on EPRA’s website (www.epra.com).
EPRA NRV per share
EPRA NRV divided by the diluted number of shares at the period end.
EPRA NDV
EPRA NDV represents the shareholders’ value under a disposal scenario, where deferred tax, financial instruments and certain other adjustments are calculated to the full extent of their liability, net of any resulting tax. The objective of the EPRA NDV measure is to report net asset value including fair value adjustments in respect of all material balance sheet items which are not reported at their fair value as part of the EPRA NRV. The performance indicator has been prepared in accordance with best practices as defined by EPRA (European Public Real Estate Association) in its Best Practices Recommendations guide, available on EPRA’s website (www.epra.com).
EPRA NDV per share
EPRA NDV divided by the diluted number of shares at the period end.# MANAGEMENT REPORT | 55
Other definitions
EPRA European Public Real Estate Association.
Development for rental Development for Rental represents carrying value of developed assets – ie. under development or finished assets – being held by the Group with the intention to rent the assets in the foreseeable future.
Development for sale Development for Sale represents carrying value of developed assets – ie. under development or finished assets – being held by the Group with the intention to sell the assets in the foreseeable future.
Gross Asset Value (GAV) or Fair value of Property portfolio or Property portfolio value The sum of fair value of all real estate assets held by the Group on the basis of the consolidation scope and real estate financial investments (being shares in real estate funds, loans to third parties active in real estate or shares in non-consolidated real estate companies).
Gross Leasable Area (GLA) GLA is the amount of floor space available to be rented. GLA is the area for which tenants pay rent, and thus the area that produces income for the property owner.
Gross Saleable Area (GSA) GSA is the amount of floor space held by the Group with the intention to be sold. GSA is the area of property to be sold with a capital gain.
Market value The estimated amount determined by the Group’s external valuer in accordance with the RICS Valuation Standards, for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing.
Occupancy rate The ratio of leased premises to leasable premises.
Potential gross leasable area Potential Gross Leasable Area is the total amount of floor space and land area being developed which the Group is planning to rent after the development is complete.
Potential gross saleable area Potential Gross Saleable Area is the total amount of floor space and land area being developed which the Group is planning to sell after the development is complete.
CPI FIM Société anonyme
40, rue de la Vallée, L-2661 Luxembourg
RCS Luxembourg B 44.996
tél : 00 352 26 47 67 1
fax : 00 352 26 47 67 67
www.cpifimsa.com
CPI FIM S.A.
40 rue de la Vallée
L-2661 Luxembourg
R.C.S. Luxembourg B 44996 (the “Company”)
DECLARATION LETTER
FINANCIAL REPORTS AS AT 31 DECEMBER 2024
1.1. Person responsible for the Annual Financial Report
- Mr. David Greenbaum, acting as Managing Director of the Company, with professional address at 40 rue de la Vallee, L-2661 Luxembourg, Grand-Duchy of Luxembourg, email: [email protected].
1.2. Declaration by the person responsible for the Annual Financial Report
The undersigned hereby declares that, to the best of his knowledge:
- the consolidated financial statements of the Company as at 31 December 2024, prepared in accordance with the International Financial Reporting Standards (“IFRS”) as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and results of the Company and its subsidiaries included in the consolidation taken as a whole; and
- that the Management Report as at 31 December 2024 provides a fair view of the development and performance of the business and the position of the Company and its subsidiaries included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties they face.
Approved by the Board of Directors and signed on its behalf by Mr. David Greenbaum.
Luxembourg, on 31 March 2025
Mr. David Greenbaum
Managing Director
CPI FIM SA | 2024 CONSOLIDATED FINANCIAL STATEMENTS
CPI FIM SA CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 DECEMBER 2024 AND FOR THE YEAR THEN ENDED
CPI FIM SA | 2024 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of comprehensive income
The accompanying notes form an integral part of these consolidated financial statements.
| Year-ended Note | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Gross rental income 5.1 | 56,385 | 35,948 |
| Service charges and other income 5.2 | 33,530 | 14,307 |
| Cost of service and other charges 5.2 | (30,782) | (13,463) |
| Property operating expenses 5.3 | (12,158) | (3,951) |
| Net service and rental income | 46,975 | 32,841 |
| Development sales 5.4 | 57,750 | – |
| Cost of goods sold 5.4 | (56,405) | – |
| Net development income | 1,345 | – |
| Hotel revenue | – | 841 |
| Hotel operating expenses | – | (744) |
| Net hotel income | – | 97 |
| Revenue from other business operations | – | 4,142 |
| Related operating expenses | – | (4,246) |
| Net income from other business operations | – | (104) |
| Total revenues | 147,665 | 55,238 |
| Total direct business operating expenses | (99,345) | (22,404) |
| Net business income | 48,320 | 32,834 |
| Net valuation gain/(loss) 5.5 | (12,871) | (18,487) |
| Net gain on the disposal of investment property and subsidiaries 5.6 | 29 | 1,261 |
| Amortisation, depreciation and impairments 5.7 | (11,851) | (1,067) |
| Administrative expenses 5.8 | (6,918) | (7,638) |
| Other operating income | 2,424 | 330 |
| Other operating expenses | (946) | (165) |
| Operating result | 18,187 | 7,068 |
| Interest income 5.10 | 234,991 | 267,760 |
| Interest expense 5.10 | (156,059) | (148,952) |
| Other net financial result 5.9 | (23,559) | (29,709) |
| Net finance income | 55,373 | 89,099 |
| Share of profit of equity-accounted investees (net of tax) 6.3 | 9 | 215 |
| Profit before income tax | 73,569 | 96,382 |
| Income tax expense 5.11 | (7,967) | (49,949) |
| Net profit from continuing operations | 65,602 | 46,433 |
| Items that may or are reclassified subsequently to profit or loss | ||
| Translation difference | (6,611) | 17,533 |
| Items that will not be reclassified subsequently to profit or loss | ||
| Fair value changes of financial assets | (5,557) | (7,084) |
| Cashflow hedges | 745 | (7,827) |
| Income tax on other comprehensive income items | 887 | 1,249 |
| Other comprehensive income for the period, net of tax | (10,536) | 3,871 |
| Total comprehensive income for the year | 55,066 | 50,304 |
| Profit attributable to: | ||
| Owners of the Company | 78,331 | 46,433 |
| Non-controlling interests | (12,729) | – |
| Profit for the year | 65,602 | 46,433 |
| Total comprehensive income attributable to: | ||
| Owners of the Company | 67,795 | 50,304 |
| Non-controlling interests | (12,729) | – |
| Total comprehensive income for the year | 55,066 | 50,304 |
| Earnings per share | ||
| Basic earnings in EUR per share 6.10 | 0.06 | 0.04 |
| Diluted earnings in EUR per share 6.10 | 0.06 | 0.04 |
CPI FIM SA | 2024 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of financial position
The accompanying notes form an integral part of these consolidated financial statements.
| Note | 31 December 2024 | 31 December 202 3 | |
|---|---|---|---|
| Non-current assets | |||
| Intangible assets | 1,122 | 918 | |
| Investment property | 6.1 | 2,127,375 | 1,589,610 |
| Property, plant and equipment | 6.2 | 2,352 | 2,494 |
| Equity accounted investees | 6.3 | 16,805 | 16,939 |
| Other investments | 6.4 | 51,681 | 54,571 |
| Loans provided | 6.5 | 3,475,699 | 4,319,000 |
| Other receivables | 117 | 72 | |
| Deferred tax asset | 5.11 | 90,067 | 92,933 |
| 5,765,218 | 6,076,537 | ||
| Current assets | |||
| Inventories | 6.6 | 36,690 | 50,344 |
| Income tax receivables | 2,228 | 1,466 | |
| Derivative instruments | – | 1,810 | |
| Trade receivables | 6.7 | 32,691 | 7,942 |
| Loans provided | 6.5 | 234,484 | 719,276 |
| Cash and cash equivalents | 6.8 | 163,443 | 83,602 |
| Other receivables | 6.9 | 280,725 | 238,917 |
| Other non-financial assets | 16,570 | 11,231 | |
| Assets held for sale | 5,572 | - | |
| 772,403 | 1,114,588 | ||
| Total assets | 6,537,621 | 7,191,125 | |
| Equity | |||
| Equity attributable to owners of the Company | 6.10 | 1,441,646 | 1,457,147 |
| Share capital | 13,145 | 13,145 | |
| Share premium | 784,670 | 784,670 | |
| Other reserves | 133,909 | 144,445 | |
| Retained earnings | 509,922 | 514,887 | |
| Non-controlling interests | 6.10 | 321,538 | 467 |
| 1,763,184 | 1,457,614 | ||
| Non-current liabilities | |||
| Financial debts | 6.11 | 4,003,698 | 4,965,233 |
| Deferred tax liability | 5.11 | 173,370 | 164,808 |
| Other financial liabilities | 6.12 | 22,189 | 14,033 |
| 4,199,257 | 5,144,074 | ||
| Current liabilities | |||
| Financial debts | 6.11 | 168,787 | 191,718 |
| Trade payables | 6.13 | 27,443 | 22,514 |
| Income tax liabilities | 4,642 | 437 | |
| Other financial liabilities | 6.14 | 371,226 | 373,553 |
| Other non-financial liabilities | 6.15 | 3,082 | 1,215 |
| 575,180 | 589,437 | ||
| Total equity and liabilities | 6,537,621 | 7,191,125 |
CPI FIM SA | 2024 CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of changes in equity
The accompanying notes form an integral part of these consolidated financial statements.
| Note | Share capital | Share premium | Translation reserve | Other reserves | Retained earnings | Equity attributable to owners of the Company | Non-controlling interests | Total equity | |
|---|---|---|---|---|---|---|---|---|---|
| As at 1 January 2024 | 6.10 | 13,145 | 784,670 | 49,417 | 95,028 | 514,887 | 1,457,147 | 467 | 1,457,614 |
| Profit for the year | – | – | – | – | 78,331 | 78,331 | (12,729) | 65,602 | |
| Other comprehensive income | – | – | (6,611) | (3,925) | – | (10,536) | – | (10,536) | |
| Total comprehensive income for the period | – | – | (6,611) | (3,925) | 78,331 | 67,795 | (12,729) | 55,066 | |
| Acquisition of subsidiaries | 6.10 | – | – | – | – | – | – | 153,284 | 153,284 |
| Sale of non-controlling interest | – | – | – | – | (83,296) | (83,296) | 180,516 | 97,220 | |
| Balance as at 31 December 2024 | 13,145 | 784,670 | 42,806 | 91,103 | 509,922 | 1,441,646 | 321,538 | 1,763,184 |
| Note | Share capital | Share premium | Translation reserve | Other reserves | Retained earnings | Equity attributable to owners of the Company | Non-controlling interests | Total equity | |
|---|---|---|---|---|---|---|---|---|---|
| As at 1 January 2023 | 6.10 | 13,145 | 784,670 | 31,884 | 108,690 | 469,830 | 1,408,219 | 310,726 | 1,718,945 |
| Profit for the year | – | – | – | – | 46,433 | 46,433 | – | 46,433 | |
| Other comprehensive income | – | – | 17,533 | (13,662) | – | 3,871 | – | 3,871 | |
| Total comprehensive income for the period | – | – | 17,533 | (13,662) | 46,433 | 50,304 | – | 50,304 | |
| Acquisition of NCI | 6.10 | – | – | – | – | (1,376) | (1,376) | (310,259) | (311,635) |
| Balance as at 31 December 2023 | 13,145 | 784,670 | 49,417 | 514,887 | 1,457,147 | 467 | 1,457,614 |
Consolidated statement of cash flows
The accompanying notes form an integral part of these consolidated financial statements.
| Year-ended | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Profit before income tax | 73,569 | 96,382 |
| Adjusted by: | ||
| Net valuation gain | 12,871 | 18,487 |
| Net gain on the disposal of investment property | (29) | (60) |
| Depreciation and amortisation | 801 | 1 |
| Impairment/(reversal of impairment) | 11,050 | 1,066 |
| Gain on the disposal of subsidiaries and investees | – | (1,201) |
| Net interest income | (12,644) | (118,808) |
| Share of profit of equity accounted investees | (9) | (215) |
| Unrealised exchange rate differences and other non-cash transactions | 6,371 | 33,659 |
| Profit before changes in working capital and provisions | 91,980 | 29,311 |
| Increase in inventories | (15,517) | (20,468) |
| Increase in trade and other receivables | (24,263) | (57,702) |
| Increase/(decrease) in trade and other payables | (1,083) | 11,453 |
| Income tax paid | (3,569) | (2,754) |
| Net cash from operating activities | 47,548 | (40,160) |
| Acquisition of joint-ventures, net of cash acquired | - | (7,000) |
| Purchase and expenditures on property, plant and equipment and intangible assets | (647) | (330) |
| Purchase and expenditures on investment property | (35,460) | (43,317) |
| Proceeds from sale of investment property | 6,586 | 346 |
| Proceeds from sale of inventories | 57,599 | – |
| Proceeds from disposals of subsidiaries, net of cash disposed | – | 17,511 |
| Loans provided | (250,513) | (755,982) |
| Loans repaid | 1,572,785 | 533,243 |
| Interest received | 229,158 | 166,503 |
| Net cash used in investing activities | 1,579,508 | (89,026) |
| Drawdowns of loans and borrowings | 80,448 | 504,175 |
| Repayments of loans and borrowings | (1,510,900) | (291,606) |
| Interest paid | (116,763) | (112,728) |
| Gain from financial derivates | – | 8,865 |
| Net cash from financing activities | (1,547,215) | 108,706 |
| Net increase/(decrease) in cash | 79,841 | (20,480) |
| Cash and cash equivalents at the beginning of the year | 83,602 | 104,082 |
| Cash and cash equivalents at the end of the year | 163,443 | 83,602 |
CPI FIM SA | 2024 CONSOLIDATED FINANCIAL STATEMENTS
Notes to the consolidated financial statements
1 General information
CPI FIM SA, société anonyme (the “Company”) and its subsidiaries (together the “Group” or “CPI FIM”), is an owner of income-generating real estate primarily in Poland and in the Czech Republic as well as of landbank and development projects intended for future rent. The Company is a subsidiary of CPI Property Group (also “CPIPG” and together with its subsidiaries as the “CPIPG Group”), which holds 97.31% of the Company shares. The Company is also involved in providing of loans and management services to other entities within the CPIPG Group. The Company is a joint stock company incorporated for an unlimited term and registered in Luxembourg. The address of its registered office is 40, rue de la Vallée, L-2661 Luxembourg, Grand Duchy of Luxembourg. The trade registry number of the Company is B 44 996. The Company’s shares registered under ISIN code LU0122624777 are listed on the regulated markets of the Luxembourg Stock Exchange and the Warsaw Stock Exchange.
Description of the ownership structure
As at 31 December 2024, CPIPG directly owns 97.31% of the Company shares. CPIPG is a Luxembourg joint stock company (société anonyme), whose shares registered under ISIN code LU0251710041 are listed on the regulated market of the Frankfurt Stock Exchange in the General Standard segment. As at 31 December 2024, Radovan Vitek (Vitek Trusts) is the primary shareholder of CPIPG holding indirectly 88.52% of its shares. For the list of shareholders as at 31 December 2024 refer to note 6.10.
Board of Directors
As at 31 December 2024, the Board of Directors consists of the following directors:
Mr. David Greenbaum
Mr. Edward Hughes
Mrs. Anita Dubost
Mr. Alfred Brandner
CPI FIM SA | 2024 CONSOLIDATED FINANCIAL STATEMENTS
2 Basis of preparation and significant accounting policies
2.1 Basis of preparation of consolidated financial statements
(a) Basis of preparation
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. All the figures are presented in thousands of Euros, except if explicitly indicated otherwise. The consolidated financial statements have been prepared on a going concern basis. The consolidated financial statements were authorised for issue by the Board of Directors on 31 March 2025.
(b) New and amended standards and interpretations
For the preparation of these consolidated financial statements, the following amended standards and interpretations are mandatory for the first time for the financial year beginning 1 January 2024. The amendments and interpretations apply for the first time in 2024, but do not have an impact on the consolidated financial statements of the Group. The Group has not early adopted any standards, interpretations or amendments that have been issued but are not yet effective.
Amendments to IFRS 16 - Lease Liability in a Sale and Leaseback
The amendments in IFRS 16 specify the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction, to ensure the seller-lessee does not recognise any amount of the gain or loss that relates to the right of use it retains. The amendments had no impact on the Group’s financial statements.
Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7
The amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures clarify the characteristics of supplier finance arrangements and require additional disclosure of such arrangements. The disclosure requirements in the amendments are intended to assist users of financial statements in understanding the effects of supplier finance arrangements on an entity’s liabilities, cash flows and exposure to liquidity risk. The amendments had no impact on the Group’s financial statements. The amendments are effective for annual reporting periods beginning on or after 1 January 2024 and must be applied retrospectively. The Group is currently assessing the impact the amendments will have on current practice and whether existing loan agreements may require renegotiation.
Amendments to IAS 1 - Classification of Liabilities as Current or Non-current
The amendments to IAS 1 specify the requirements for classifying liabilities as current or non-current. The amendments clarify:
- What is meant by a right to defer settlement
- That a right to defer must exist at the end of the reporting period
- That classification is unaffected by the likelihood that an entity will exercise its deferral right
- That only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification
In addition, an entity is required to disclose when a liability arising from a loan agreement is classified as non-current and the entity’s right to defer settlement is contingent on compliance with future covenants within twelve months. The amendments have no impact on the Group.
The amendments that are not yet effective and have not yet been endorsed by the European Union
IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures - Classification and Measurement of Financial Instruments (Amendments)
In May 2024, the IASB issued amendments to the Classification and Measurement of Financial Instruments which amended IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures and they become effective for annual reporting periods beginning on or after January 1, 2026, with earlier application permitted.
IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures - Contracts Referencing Nature-dependent Electricity (Amendments)
In December 2024, the IASB issued targeted amendments for a better reflection of Contracts Referencing Nature-dependent Electricity, which amended IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures and they become effective for annual reporting periods beginning on or after January 1, 2026, with earlier application permitted. The amendments have no impact on the Group.
IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 18 introduces new requirements on presentation within the statement of profit or loss. It requires an entity to classify all income and expenses within its statement of profit or loss into one of the five categories: operating; investing; financing; income taxes; and discontinued operations. These categories are complemented by the requirements to present subtotals and totals for ‘operating profit or loss’, ‘profit or loss before financing and income taxes’ and ‘profit or loss’. It also requires disclosure of management-defined performance measures and includes new requirements for aggregation and disaggregation of financial information based on the identified ‘roles’ of the primary financial statements and the notes. In addition, there are consequential amendments to other accounting standards. IFRS 18 is effective for reporting periods beginning on or after January 1, 2027, with earlier application permitted. Retrospective application is required in both annual and interim financial statements. The standard has not yet been endorsed by the EU. The Group analyses impact of the IFRS 18 on its consolidated financial statements.# CPI FIM SA | 2024 CONSOLIDATED FINANCIAL STATEMENTS
(c) Basis of measurement
The consolidated financial statements have been prepared on a historical cost basis except for the following material items in the consolidated statement of financial position, which are measured as indicated below at each reporting date:
* Inventories at lower of cost or net realisable value;
* Investment property is measured at fair value;
* Derivative instruments are measured at fair value;
* Non-derivative financial instruments at fair value through profit or loss are measured at fair value;
(d) Functional and presentation currency
These consolidated financial statements are presented in Euro (EUR), which is the Company’s functional currency. All financial information presented in EUR has been rounded to the nearest thousand, except when otherwise indicated. The functional currencies of other entities within the Group are listed in note 2.2(b).
(e) Use of estimates and judgements
The preparation of the consolidated financial statements in conformity with IFRS as adopted by the European Union requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. The estimates and assumptions are based on historical experience, internal calculations and various other factors that the management believes to be reasonable under the circumstances. The actual result might differ from the estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.
Information about critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements is included in the following notes:
* Note 2.2(c) – Classification of investment property
* Note 2.2(l) – Service charges: Gross versus net revenue recognition.
Information about assumptions and estimation uncertainties that have a significant risk of a material adjustment within the next financial year are included in the following notes:
* Note 2.2(i) – Impairment test;
* Note 2.3 – Determination of fair value;
* Note 5.12 – Income tax expenses;
* Note 7 – Financial risk management.
2.2 Significant accounting policies
Except for the changes described above in note 2.1(b). New standards, the accounting policies used in preparing the consolidated financial statements are set out below. These accounting policies have been consistently applied in all material respects to all periods presented.
(a) Basis of consolidation
(i) Business combinations
The Group uses the direct method of consolidation, under which the financial statements are translated directly into the presentation currency of the Group, EUR. Subsidiaries are fully consolidated from the date of the acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date when such control ceases. All intra-group balances, transactions, unrealised gains and losses resulting from intra-group transactions and dividends are eliminated in full on consolidation.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for noncontrolling interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed. When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts generally are recognised in profit or loss. Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred.
Any contingent consideration payable is measured at fair value at the acquisition date. If the contingent consideration is classified as equity, then it is not re-measured and settlement is accounted for within the equity. Otherwise, subsequent changes in the fair value of the contingent consideration are recognised in profit or loss. The interest of non-controlling shareholders at the date of the business combination is generally recorded at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets, which are generally at fair value, unless Group management has any other indicators about the non-controlling interest fair value.
Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.
(ii) Business combinations involving entities under common control
Business combinations arising from transfers of interests in entities that are under the control of the shareholder that controls the Group are not in scope of IFRS 3. The assets and liabilities acquired are recognised at the carrying amounts recognised previously in the financial statements of the acquire or at deemed costs if the local standards are different from IFRS adopted by the EU. Components of equity of the acquired entities are added to the corresponding equity components of the Group and any gain or loss arising is recognised in equity.
(iii) Loss of control
On the loss of control, the Group derecognises the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in profit or loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently it is accounted for as equity accounted investee or as a debt investment at fair value through OCI depending on the level of influence retained.
(iv) Equity accounted investees
Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating policies. The considerations made in determining significant influence or joint control are similar to those necessary to determine control over subsidiaries. The Group’s investment in joint venture are accounted for using the equity method.
The financial statements of the equity accounted investees are prepared for the same reporting period as the Group. The accounting policies are aligned with those of the Group. Therefore, no adjustments are made when measuring and recognising the Group’s share of the profit or loss of the investees after the date of acquisition. The Group’s investment in joint venture are accounted for using the equity method. The aggregate of the Group’s share of profit or loss of a joint venture is shown on the face of the statement of profit or loss outside operating profit and represents profit or loss after tax and non[1]controlling interests in joint venture.
Under the equity method, the investment in a joint venture is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the Group’s share of net assets of joint venture since the acquisition date. Goodwill relating to joint venture is included in the carrying amount of the investment and is not tested for impairment separately. The cost of the investment includes transaction costs.
The statement of profit or loss reflects the Group’s share of the results of operations of joint venture. Any change in OCI of those investees is presented as part of the Group’s OCI. In addition, when there has been a change recognised directly in the equity of joint venture, the Group recognises its share of any changes, when applicable, in the statement of changes in equity. Unrealised gains and losses resulting from transactions between the Group and the joint venture are eliminated to the extent of the interest in joint venture.
After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment in joint venture. At each reporting date, the Group determines whether there is objective evidence that the investment in joint venture is impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of joint venture and its carrying value, and then recognises the loss within ‘Share of profit of an associate and a joint venture’ in the statement of profit or loss.
Upon loss of significant influence over joint control over the joint venture, the Group measures and recognises any retained investment at its fair value. Any difference between the carrying amount of the joint venture upon loss of significant influence or joint control and the fair value of the retained investment and proceeds from disposal is recognised in profit or loss.
(v) Property asset acquisition
Transaction that does not represent a business combination, because the acquired entity does not constitute a business in accordance with the IFRS 3, are accounted for as an asset acquisition.
(b) Foreign currency
(i) Functional currencies
Functional currencies of the companies in the Group are the currencies of the primary economic environment in which the entities operate, and the majority of its transactions are carried out in this currency. The Group’s consolidated financial statements are presented in EUR. The table below presents functional currencies of all Group’s subsidiaries having non-EUR functional currency. Each Group’s subsidiary determines its own functional currency, and items included in the financial statements of each entity are measured using that functional currency.# CPI FIM SA | 2024 CONSOLIDATED FINANCIAL STATEMENTS
Accounting Policies
(b) Foreign currency translation
For the purposes of inclusion in the consolidated financial statements, the statement of financial position of entities with non-EUR functional currencies are translated to EUR at the exchange rates prevailing at the balance sheet date and the income statements are translated at the average exchange rate for each month of the relevant year. The resulting net translation difference is recorded in OCI. When a foreign operation is disposed of, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as a part of gain or loss on the disposal. Group entities in different countries that have non-EUR functional currency:
* Country: Czech Republic, Functional currency: CZK
* Country: Poland, Functional currency: PLN
(ii) Foreign currency transactions
Transactions in foreign currencies are translated to the respective functional currencies of the Group’s entities at exchange rates valid at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between the amortised cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period, and the amortised cost in foreign currency translated at the exchange rate at the end of the period. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items in a foreign currency that are measured based on historical cost are translated using the exchange rate at the date of the transaction. Foreign currency differences arising on retranslation are recognised in profit or loss, except for the differences arising on the retranslation of qualifying cash flow hedges to the extent the hedge is effective, which are recognised in OCI.
The Group translates the foreign currency operations and transactions using the foreign exchange rates declared by relevant central banks.
(c) Investment property and investment property under development
Investment property is property held either to earn rental income or for capital appreciation or for both. Investment property is measured at cost on initial recognition and subsequently at fair value with any change therein recognised in profit or loss. Cost of investment property includes expenditure that is directly attributable to the acquisition of the investment property. The cost of self-constructed investment property includes the cost of material and direct labour, any other costs directly attributable to bringing the investment property to a working condition for their intended use and capitalised borrowing costs. External independent valuation companies, having appropriate recognised professional qualifications and recent experience in the location and category of property being valued, valued the portfolio of investment property at the year end of 2024 and 2023 respectively. Any gain or loss on disposal of an investment property (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) is recognised in profit or loss. Property that is being constructed or developed for future use is measured at fair value until construction or development is completed. Any gain or loss arising on the measurement is recognised in profit or loss. The Group capitalises external borrowing costs on qualifying investment properties under development.
(d) Leased assets
The Group recognises right-of-use assets at the commencement date of the lease. Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Unless the Group is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the recognised right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment.
Short-term leases and leases of low-value assets: The Group applies the short-term lease recognition exemption to its short-term leases. Short term leases have a lease term of 12 months or less from the commencement date and do not contain a purchase option. It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered of low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.
The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain to not be exercised.
(e) Property, plant and equipment
(i) Recognition and measurement
Items of property, plant and equipment are measured at cost less accumulated depreciation (see below) and impairment losses (see accounting policy 2.2 (i). Other items of property, plant and equipment are measured at the lower of cost less accumulated depreciation and impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials, direct labour and any other costs directly attributable to bringing the assets to a working condition for their intended use, capitalised borrowing costs and an appropriate proportion of production overheads. Where components of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) is recognised in profit or loss.
(ii) Reclassification to investment property
When the use of a property changes from owner-occupied to investment property, the property is reclassified to investment property and remeasured to fair value. Any gain arising on remeasurement is recognised in profit or loss to the extent that it reverses the previous impairment loss on the specific property, with any remaining gain recognised in OCI and presented in the revaluation reserve in equity. Any loss is recognised immediately in profit or loss.
(iii) Subsequent costs
Subsequent expenditure is capitalised only when it is probable that the future economic benefits associated with the expenditure will flow to the Group. Ongoing repairs and maintenance is expensed as incurred.
(iv) Depreciation
Items of property, plant and equipment are depreciated on a straight-line basis in profit or loss over the estimated useful lives of each component. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Land is not depreciated. Items of property, plant and equipment are depreciated from the date that they are ready for use. The estimated useful lives for the current and comparative period are as follows:
| Assets | 2024 | 2023 |
|---|---|---|
| Property | 50 – 80 years | 50 – 80 years |
| Equipment | 5 – 10 years | 5 – 10 years |
| Fittings | 3 – 20 years | 3 – 20 years |
Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
(f) Intangible assets
(i) Other intangible assets
Other intangible assets that are acquired by the Group and have finite useful lives, are measured at cost less accumulated amortisation (see (iii) below) and accumulated impairment losses (see accounting policy 2.2 (i).
(ii) Subsequent expenditure
Subsequent expenditure on intangible assets is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is recognised in profit or loss as incurred.
(iii) Amortisation
Except for goodwill and intangible assets with indefinite useful life, intangible assets are amortised on a straight-line basis in profit or loss over their estimated useful lives, from the date that they are available for use. Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
(g) Inventories
Inventories represent trading property and are measured at the lower of cost and net realisable value. Cost includes expenditure that is directly attributable to the acquisition of the trading property. The cost of self-constructed trading property includes the cost of material and direct labour, any other costs directly attributable to bringing the trading property to a condition for their intended use and capitalised borrowing costs. Deemed costs of trading property reclassified from existing investment property is the fair value of such property. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and selling expenses.
(h) Financial instruments
Initial recognition and measurement
Financial assets are classified, at initial recognition: as subsequently measured at amortised cost, fair value through other comprehensive income (OCI), and fair value through profit or loss.# The Group measures financial assets at amortised cost if both of the following conditions are met:
* The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and
* The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
A debt investment is classified and measured at fair value through OCI if it meets both of the following conditions:
* The financial asset is held within a business model with the objective of both holding to collect contractual cash flows and selling; and
* The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
All financial assets not classified as measured at amortised cost or fair value through OCI as described above are measured at fair value through profit or loss. On initial recognition, the Group may irrevocably designate a financial asset, that otherwise meets the requirements to be classified and measured at amortised cost or at fair value through OCI, to be classified and measured at fair value through profit or loss if it eliminates or reduces an accounting mismatch that would otherwise arise.
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:
Financial assets at amortised cost (debt instruments)
This category is the most relevant to the Group. The Group’s financial assets at amortised cost include trade receivables, and loans provided. Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.
Financial assets at fair value through OCI (debt instruments)
For debt instruments at fair value through OCI, interest income, foreign exchange revaluation and impairment losses or reversals are recognised in the statement of profit or loss and computed in the same manner as for financial assets measured at amortised cost. The remaining fair value changes are recognised in OCI. Upon derecognition, the cumulative fair value change recognised in OCI is recycled to profit or loss.
Financial assets designated at fair value through OCI (equity instruments)
CPI FIM SA | 2024 CONSOLIDATED FINANCIAL STATEMENTS
Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognised as other income in the statement of profit or loss when the right of payment has been established, except when the Group benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in OCI. Equity instruments designated at fair value through OCI are not subject to impairment assessment. The Group elected to classify irrevocably its non-listed equity investments under this category. Investment in an equity instrument that does not have a quoted market price in an active market and for which other methods of reasonably estimating fair value are inappropriate are carried at cost.
Financial assets at fair value through profit or loss
Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including separated embedded derivatives, are also classified as held for trading unless they are designated as effective hedging instruments. Financial assets with cash flows that are not solely payments of principal and interest are classified and measured at fair value through profit or loss, irrespective of the business model. Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value recognised in the statement of profit or loss.
Derecognition
A financial asset is primarily derecognised when the rights to receive cash flows from the asset have expired. A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.
(i) Non-derivative financial assets
The Group initially recognises loans and receivables on the date that they are originated. All other financial assets are recognised initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument. The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in such transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability. Financial assets and liabilities are offset, and the net amount presented in the consolidated statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
Loans provided
Loans are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, provided loans are measured at amortised cost using the effective interest method, less any impairment losses (see accounting policy 2.2(i)). Finance charges, including premiums receivable on settlement or redemption and direct issue costs, are recognised in profit or loss on an accrual basis using the effective interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise. The recoverable amount of the Group’s provided loans is calculated as the present value of estimated future cash flows, discounted at the original effective interest rate (i.e., the effective interest rate calculated at initial recognition of these financial assets). The Group classifies any part of long-term loans, that is due within one year from the reporting date, as current.
Trade and other receivables
Trade and other receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, receivables are measured at amortised cost using the effective interest method, less any impairment losses (see accounting policy 2.2(i)).
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits with maturities of three months or less from the acquisition date that are subject to an insignificant risk of changes in their fair value and are used by the Group in the management of its short-term cash commitments. Bank accounts and call deposits that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the cash-flow statement. The Company treats cash deposited as a security in accordance with bank loan covenants as cash and cash equivalents for cash flow purposes. The cash flow statement of the Group is prepared based on the indirect method from the consolidated statement of financial position and consolidated statement of profit and loss. In 2020, the Company agreed a cash-pool contracts with related subsidiaries of CPI Property Group. The Company classifies the provided and received cash pool balances including interests as other current receivables and other financial current liabilities, respectively.
(ii) Non-derivative financial liabilities
Non-derivative financial liabilities comprise loans and borrowings, bonds issued, bank overdrafts, and trade and other payables. The Group initially recognises debt securities issued and subordinated liabilities on the date that they are originated. All other financial liabilities (including financial liabilities designated as at fair value through profit or loss) are recognised initially on the trade date, which
CPI FIM SA | 2024 CONSOLIDATED FINANCIAL STATEMENTS
is the date that the Group becomes a party to the contractual provisions of the instrument. The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expire. The Group classifies non-derivative financial liabilities as the other financial liabilities category. Such financial liabilities are recognised initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the contractual cash flows of the financial liability. Financial debts and bonds are recognised initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition, financial debts and bonds are measured at amortised cost using the effective interest method.# Finance charges, including premiums payable on settlement or redemption and direct issue costs, are recognised in profit or loss on an accrual basis using the effective interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which it arises.
The Group classifies any part of long-term loans or bonds that is due within one year from the date of the consolidated statement of financial position as current liabilities.
Bond transaction costs
Bonds payable are initially recognised at the amount of the proceeds from issued bonds less any attributable transaction costs. Bond transaction costs include fees and commissions paid to agents, advisers, brokers and dealers, levies by regulatory agencies and securities exchanges.
Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.
(iii) Share capital
Ordinary shares
Incremental costs directly attributable to the issue of new shares and shares options, other than upon a business combination, are recognised as a deduction from equity, net of any tax effects.
(i) Impairment
Impairment of non-derivative financial assets
The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the discounted cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL). For trade receivables, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience. The Group considers a non-derivative financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding amounts in full. A non-derivative financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows. Determination of ECLs for loans provided to related parties is based on Group’s risk assessment and estimated rating of the borrower.
Impairment of non-financial assets
The carrying amounts of the Group’s non-financial assets, other than investment property (see accounting policy 2.2(c)), property plant and equipment (only partially, see accounting policy 2.2(e)), inventories (see accounting policy 2.2(g)), and deferred tax assets (see accounting policy 2.2(p)), are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs of disposal and its value in use. For the purpose of impairment testing, assets are grouped together into cash generating units (CGU’s) – the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. The Group bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately for each of the Group’s CGUs to which the individual assets are allocated. An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to CGU (group of CGUs), and then to reduce the carrying amounts of the other assets in the CGU (group of CGUs) on a pro-rata basis.
(j) Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. The unwinding of the discount is recognised as a finance cost.
(k) Assets held for sale and disposal groups
Non-current assets held for sale and disposal groups comprising assets and liabilities are classified as held-for-sale when it is highly probable that they will be recovered primarily through sale rather than through continuing use. The following criteria must be met for an asset or disposal group to be classified as held for sale: the Group is committed to selling the asset or disposal group, the asset is available for immediate sale, an active plan of sale has commenced, the sale is expected to be completed within 12 months and the asset is being actively marketed for sale at a sales price reasonable in relation to its fair value. Such assets, or disposal groups, are measured at the lower of carrying amount and fair value less costs to sell.
(l) Revenue
Rental revenue
Rental income arising from operating leases on investment property is accounted for on a straight-line basis over the lease terms. Initial direct costs incurred in negotiating and arranging an operating lease are recognised as an expense over the lease term on the same basis as the lease income. Tenant lease incentives are recognised as a reduction of rental revenue on a straight-line basis over the term of the lease. The term of the lease is the non-cancellable period of the lease. Any further term for which the tenant has the option to continue the lease is not considered by the Group.
Services rendered
Revenue from services rendered is recognised in profit or loss in proportion to the stage of completion of the transaction at the reporting date. The stage of completion is assessed by reference to surveys of work performed.
Service charges and other income
Income arising from expenses recharged to tenants is recognised in the period in which the compensation becomes receivable. Service and management charges and other such receipts are included in net rental income gross of the related costs. The Group determined that it does control the services before they are transferred to tenants and therefore that the Group acts rather as a principal in these arrangements.
Sale of investment property and trading property, investment in subsidiaries and equity-accounted investees
Revenue from the sale of investment and trading property, investments in subsidiaries and equity-accounted investees are recognised in profit or loss by the Group at the point of time when the control over the property is transferred to a customer, usually on the date on which the application is submitted to the Land Registry for transfer of legal ownership title. The property must be completed, and the apartments are ready for sale, including the necessary regulatory permissions. The timing of the transfer of risks and rewards varies depending on the individual terms of the sale arrangement.
(m) Expenses
Operating expenses are expensed as incurred.# Notes to the Consolidated Financial Statements
(n) Other accounting policies
Expenditures that relate to multiple accounting periods are deferred and recognised over those accounting periods irrespective of the timing of the consideration given or liability incurred.
Interest income, interest expense and other net financial result
Interest income comprises interest income on funds invested, such as bank interest, interest on provided loans, interest on bonds purchased and interest on non-current receivables. Interest expense comprises interest expense on loans and borrowings, on leases, on bonds issued and interest charges related to leases. Interest income and expense is recognised as it accrues in profit or loss, using the effective interest method. Other net financial result comprises dividend income, gains on disposal of debt investments at fair value through OCI, gains on derivative instruments that are recognised in profit or loss and reclassifications of amounts (losses) previously recognised in OCI, bank charges, losses on disposal of debt investments at fair value through OCI, losses on derivative instruments that are recognised in profit or loss and reclassifications of amounts (gains) previously recognised in OCI and foreign currency gains and losses that are reported on a net basis as either finance income or finance costs depending on whether foreign currency movements result in a net gain or net loss position. Borrowing costs that are not directly attributable to the acquisition or construction of a qualifying asset are recognised in profit or loss using the effective interest method. Dividend income is recognised in profit or loss on the date that the Group’s right to receive payment is established.
(o) Current income tax
Current income tax assets and liabilities recognised are the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date in the country where the Group operates and generates taxable income. The estimated current income tax expense is calculated using the accounting profit for the period and an estimate of non-deductible expenses of each entity of the Group and the corresponding income tax rate applicable to the given country and accounting period. Current and deferred income tax is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in OCI.
(p) Deferred tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:
* temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss (asset acquisition);
* temporary differences related to investments in subsidiaries and jointly controlled entities to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
* taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantially enacted at the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
(q) Earnings per share
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares.
(r) Entity wide disclosures
The Group has applied the criteria of IFRS 8, ‘Operating Segments’ to determine the number and type of operating segments. From second half of 2018, the Group reports as a single operating segment entity. Previously, the Group reported the three operating segments: Income generating rental properties, Land bank and Development. The entity-wide disclosures are determined based on the nature of the business and how the business is managed by the Board of Directors, the Group’s chief operating decision maker and reflect the internal reporting structure. Reasons supporting the change of operating segments in 2018 are:
* The chief operating decision maker no longer focuses on the differentiation based on the asset types but reviews and manages the business as a whole.
* Income generating rental properties, land bank and development, previously reported as individual operating segments, became less significant business considering the Group’s financing function.
As required by IFRS 8, the Group provides information on the business activities in which, the Group engages including split of revenue and investment property per asset portfolio.
(s) Key management personnel
The Group discloses the total remuneration of key management personnel as required by IAS 24 – Related party disclosures. The Group includes within key management personnel all individuals (and their family members, if applicable) who have authority and responsibility for planning, directing and controlling the activities of the Group. Key management personnel include all members of the Management Board and the senior executives of the Group.
2.3 Determination of fair value
Investment properties are stated at fair value as at 31 December 2024 and 2023 based on external valuations performed by professionally qualified valuers. The Group’s property portfolio in the Czech Republic is valued by Jones Lang LaSalle, CBRE and RSM, in Poland by Knight Frank. The residential portfolio in France is valued by Savills and two Italian properties are valued by Colliers. One asset in Poland was valued internally. Independent valuations are reviewed by the Group’s management and represent a basis for the management’s estimate of the investment properties’ fair value. Those estimates considered the results of current and prior external valuations, information from comparable selling and purchase transactions, the deferred tax impact and current market conditions. Valuations reflect, where appropriate, the type of tenants in occupation or responsible for meeting the lease commitments and the market’s general perception of their creditworthiness; the allocation of maintenance and insurance responsibilities between lessor and lessee; and the remaining economic life of the property. The following valuation methods of investment property were used:
The real estate market in Central and Eastern Europe is considered small and transactions with real estate portfolios of the size similar to that of the Group’s portfolio are rare. Global volatility of the financial system is reflected also in local residential and commercial real estate markets. Therefore, in arriving at the estimates of market values of investment property as at 31 December 2024 and 31 December 2023, the reliance placed on comparable historical transactions was limited. Due to the need to use the market knowledge and professional judgements of the valuers to a greater extent, there was higher degree of uncertainty than which would exist in a more developed and active market.
(i) Office, Industry and Logistics
Office, logistics and industry properties have been valued using predominantly income capitalisation and discounted cash flow valuation techniques. Income capitalisation method is based on the capitalisation of the net annual income the property generates or is potentially able to generate. On lease expiry, future income flows have been capitalised into perpetuity at the estimated rental value, taking into account expiry voids and rent-free periods. The net income is the total rental income reduced by the costs the landlord cannot cover from the tenants. The capitalisation yield (equivalent yield) is determined by the market transactions achieved at the sale of the property or similar properties in the market between the willing buyer and the willing seller in the arm’s length transaction. A yield reflects the risks inherent in the net cash flows applicable to the net annual rentals to arrive at the property valuation. The sales comparison valuation technique has been used for smaller special retail assets in the Czech Republic.
(ii) Land and vacant buildings
Land and vacant buildings have been valued using the direct comparison method to arrive at the value of the property in its existing state. Comparison was performed with other similarly located and zoned plots of land/buildings that are currently on the market. This valuation method is most useful when several similar properties have recently been sold or are currently for sale in the subject property market.Using this approach, a value indication is produced by comparing the subject property to prices of similar properties. The sale prices of the properties that are judged to be most comparable tend to indicate a range in which the value indication for the subject property will fall. The valuer estimated the degree of similarity or difference between the subject property and the comparable sales by considering various elements of comparison. Percentage adjustments were then applied to the sale prices of the comparable information because the prices of these properties are known, while the value of the subject property is not.
(iii) Investment property under development/developments
The valuer used the Residual Value Approach for the valuation of the investment property under development. In order to assess the market value of the sites, the valuer undertook a development appraisal to assess the potential value (Gross Development Value) of the fully completed and leased development as currently proposed, and deducted hard costs, soft costs, financing costs and a developer’s expected required profit (which reflects the required level of return to a developer and the risk of undertaking the project). In assessing the Gross Development Value, the valuator adopted a market approach by estimating the market rental values for the accommodation being developed, and the appropriate capitalisation rate which a potential investor would require, to arrive at the Market Value of the completed and leased building. For sensitivity analysis on changes in assumptions of Investment property valuation refer to note 7.5.
3 The Group structure
CPI FIM SA is the Group’s ultimate parent company. As at 31 December 2024, the Group comprises its parent company and 54 subsidiaries (44 subsidiaries as at 31 December 2023) controlled by the parent company and two joint ventures. For a list of subsidiaries, refer to Appendix I.
3.1 Changes in the Group structure
In 2024, the Group acquired the following subsidiaries:
| Entity | Change | Group’s share at acquisition | Group’s share as at 31 Dec 2024 | Date |
|---|---|---|---|---|
| CPI Project Invest and Finance, a.s. | Common control acquisition | 77% | 51% | 24 June 2024 |
| GADWALL, sp. z o.o. | Common control acquisition | 77% | 51% | 24 June 2024 |
| CENTRAL TOWER 81 sp. z o.o. | Common control acquisition | 77% | 51% | 24 June 2024 |
| Prosta 69 sp. z o.o. | Common control acquisition | 77% | 51% | 24 June 2024 |
| City Gardens sp. z o.o. | Common control acquisition | 77% | 51% | 24 June 2024 |
| Atrium Complex sp.z o.o. | Common control acquisition | 77% | 51% | 24 June 2024 |
| GCA Property Development sp. Z o.o. | Common control acquisition | 77% | 51% | 24 June 2024 |
| Equator II Development sp. z o.o. | Common control acquisition | 77% | 51% | 24 June 2024 |
| CPI FIM SA | 2024 CONSOLIDATED FINANCIAL STATEMENTS | |||
| Oxford Tower sp. z o.o. | Common control acquisition | 77% | 51% | 24 June 2024 |
| Equator Real sp. z o.o. | Common control acquisition | 77% | 51% | 24 June 2024 |
On 24 June 2024, through capital contribution of its subsidiaries Equator IV Offices sp. z o.o., Eurocentrum Offices sp. z o.o. and WFC Investments sp. z o.o., the Group gained control over CPI Project Invest and Finance (hereinafter together with its subsidiaries as „CPI PIF“), formerly subsidiary of the Group´s related party Czech Property Investments a.s. As a result of the transaction, CPI PIF holds the following 12 subsidiaries: GADWALL, sp. z o.o., CENTRAL TOWER 81 sp. z o.o., Prosta 69 sp. z o.o., City Gardens sp. z o.o., Atrium Complex sp. z o.o., GCA Property Development sp. z o.o., Equator II Development sp. z o.o., Oxford Tower sp. z o.o., Equator Real sp. z o.o., Equator IV Offices sp. z o.o., Eurocentrum Offices sp. z o.o., WFC Investments sp. z o.o. The transaction was treated as a common control acquisition. The Group designated the acquisition date at 30 June 2024. There were no material events or changes to assets and liabilities of CPI PIF between 24 June 2024 and 31 December 2024. The fair value of net assets of subsidiaries contributed by the Group was EUR 528.1 million (representing 77% share in CPI PIF as of the date of transaction).
The fair value of the identifiable assets and liabilities of CPI PIF as at the date of transaction was as follows:
| Entity | 30 June 2024 |
|---|---|
| Investment property | 1,088,566 |
| Loans provided – non-current | 531,078 |
| Current income tax receivables | 3,761 |
| Trade receivables | 7,519 |
| Loans provided – current | 96,909 |
| Cash and cash equivalents | 9,999 |
| Other financial current assets | 13,820 |
| Other non-financial current assets | 11,979 |
| Total assets | 1,763,631 |
| Financial debts – non-current | (1,023,158) |
| Derivative instruments | (3,606) |
| Deferred tax liability | (27,054) |
| Other non-current liabilities | (9,361) |
| Financial debts – current | (307) |
| Trade payables | (8,782) |
| Other financial current liabilities | (6,731) |
| Other non-financial current liabilities | (3,282) |
| Total liabilities | (1,082,281) |
| Total | 681,350 |
The fair value of the identifiable assets and liabilities newly consolidated as a result of the transaction (representing 23% of total net assets of CPI PIF) was as follows:
| Entity | 30 June 2024 |
|---|---|
| Investment property | 565,596 |
| Current income tax receivables | 2,184 |
| Trade receivables | 5,218 |
| Cash and cash equivalents | 262 |
| Other financial current assets | 820 |
| Other non-financial current assets | 9,612 |
| Total assets | 583,692 |
| Financial debts – non-current | (394,366) |
| Deferred tax liability | (18,129) |
| Other non-current liabilities | (4,545) |
| Trade payables | (5,287) |
| Other financial current liabilities | (6,102) |
| Other non-financial current liabilities | (1,979) |
| Total liabilities | (430,408) |
| Total | 153,284 |
As a result of the transaction, the Group recognised non-controlling interest of EUR 153.3 million. Further, on 27 June 2024, the Group sold 26% share of CPI Project Invest and Finance (hereinafter together with its subsidiaries as „CPI PIF“) to European asset manager SONA ASSET MANAGEMENT (UK) LLP for EUR 96.7 million (refer to note 6.10 for more details).
In 2023, the Group acquired or founded the following subsidiaries:
| Entity | Change | Group’s share | Date |
|---|---|---|---|
| CPI FIM WHITE, a.s. | Acquisition | 100.00% | 21 March 2023 |
| CPI FIM GOLD, a.s. | Acquisition | 100.00% | 21 March 2023 |
| BD Malostranská, a.s. | Demerger | 100.00% | 1 July 2023 |
In 2023, the Group disposed or liquidated the following subsidiaries:
| Entity | Change | Group’s share | Date |
|---|---|---|---|
| CD Property, s.r.o. | Disposal | 100.00% | 21 April 2023 |
In 2023, the Group sold its subsidiary CD Property to SIMMO for EUR 11.7 million.
4 Entity-wide disclosures
The management of the Group reviews financial information that is principally the same as that based on the accounting policies described in note 2.2. For all asset types, discrete financial information is provided to the Board of Directors, which is the chief operating decision maker, on an individual entity basis. The Group is engaged primarily in financing of CPI Property Group; the Group’s other business activities consist of:
* rendering of advisory and other services to CPI Property Group;
* investing in landbank and development portfolio in the Czech Republic;
* managing of office and retail portfolio in Poland;
* operating of hotel resort in Italy;
* managing of residential portfolio in France.
4.1 Financing
| Interest income by countries | 2024 | % | 2023 | % |
|---|---|---|---|---|
| Poland | 877 | – | 626 | – |
| Luxembourg | 227,947 | 97% | 264,430 | 99% |
| Czech Republic | 3,578 | 2% | 260 | – |
| Italy | 2,589 | 1% | 2,444 | 1% |
| Total | 234,991 | 100% | 267,760 | 100% |
| Loans provided by country of the creditor | 31 December 2024 | % | 31 December 2023 | % |
|---|---|---|---|---|
| Luxembourg | 3,475,602 | 94% | 4,319,000 | 86% |
| Poland | 97 | – | – | – |
| Non-current loans provided | 3,475,699 | 94% | 4,319,000 | 86% |
| Luxembourg | 135,986 | 4% | 719,276 | 14% |
| Poland | 98,498 | 2% | – | – |
| Current loans provided | 234,484 | 6% | 719,276 | 14% |
| Total | 3,710,183 | 100% | 5,038,276 | 100% |
4.2 Other business activities
| Revenues by countries | 2024 | % | 2023 | % |
|---|---|---|---|---|
| Czech Republic | 63,078 | 43% | 2,574 | 5% |
| – Development | 62,957 | 43% | 1,879 | 4% |
| – Office | – | – | 575 | 1% |
| – Retail | 121 | – | 120 | – |
| Luxembourg | 4,573 | 3% | 5,378 | 10% |
| – Rendering of services | 4,573 | 3% | 5,378 | 10% |
| Poland | 78,529 | 53% | 46,420 | 84% |
| – Office | 70,975 | 48% | 46,420 | 84% |
| – Retail | 7,554 | 5% | – | – |
| – Landbank | 389 | – | 383 | – |
| France | 141 | – | – | – |
| – Residential | 141 | – | – | – |
| Italy | 1,344 | 1% | 866 | 1% |
| – Hospitality | 1,344 | 1% | 866 | 1% |
| Total | 147,665 | 100% | 55,238 | 100% |
| Investment property by countries | 31 December 2024 | % | 31 December 2023 | % |
|---|---|---|---|---|
| Czech Republic | 961,185 | 46% | 970,897 | 61% |
| – Development and land bank | 936,682 | 45% | 951,971 | 60% |
| – Office | 4,700 | – | 4,700 | – |
| – Development | 13,024 | 1% | 12,134 | 1% |
| – Retail | 6,779 | – | 2,092 | – |
| Poland | 1,090,090 | 51% | 543,163 | 34% |
| – Office | 986,775 | 46% | 542,780 | 34% |
| – Retail | 102,926 | 5% | – | – |
| – Landbank | 389 | – | 383 | – |
| Other – residential | 50,600 | 1% | 50,600 | 3% |
| Other – hospitality | 25,500 | 2% | 24,950 | 2% |
| Total | 2,127,375 | 100% | 1,589,610 | 100% |
5 Consolidated statement of comprehensive income
5.1 Gross rental income
| 2024 | 2023 | |
|---|---|---|
| Gross rental income | 56,385 | 35,948 |
In 2024, the increase in gross rental income was driven primarily due to the acquisition of Polish subsidiaries (EUR 19.0 million).
5.2 Net service charge and other income
| 2024 | 2023 | |
|---|---|---|
| Service revenue | 523 | 1,176 |
| Service charge income | 33,007 | 13,131 |
| Service charges and other income | 33,530 | 14,307 |
| Cost of service charges | (30,782) | (13,463) |
| Cost of service and other charges | (30,782) | (13,463) |
| Total net service charge income | 2,748 | 844 |
In 2024, the service charges increased mainly due to an increase in net service charges generated mainly by newly acquired Polish offices.
5.3 Property operating expenses
| 2024 | 2023 | |
|---|---|---|
| Building maintenance | (5,522) | (2,604) |
| Real estate tax | (1,048) | (540) |
| Letting fee, other fees paid to real estate agents | (2,944) | (332) |
| Facility management and other property related services | (2,644) | (475) |
| Total | (12,158) | (3,951) |
The operating expenses arising from investment property that generate rental income in 2024 amounted to EUR 11.5 million (EUR 3.6 million in 2023). The operating expenses arising from investment property that did not generate rental income in 2024 amounted to EUR 0.7 million (EUR 0.4 million in 2023).# 5.4 Net development income
Development sales in 2024 represented sales of flats of development projects in the Czech Republic.
5.5 Net valuation gain/(loss)
| 2024 | 2023 | |
|---|---|---|
| Valuation gain | 37,257 | 44,834 |
| Valuation loss | (50,128) | (63,321) |
| Total | (12,871) | (18,487) |
In 2024 and 2023, the valuation gain primarily relates to the Group’s portfolio located in the Czech Republic (EUR 35.8 million and EUR 43.8 million, respectively) and Polish office portfolio (EUR 1.5 million and EUR 1.0 million, respectively). Valuation loss incurred in 2024 primarily relates to Polish office portfolio (EUR 37.9 million) and Czech Land Bank (EUR 12.2 million). For the assumptions, the independent valuers used in the property valuations as at 31 December 2024 and 2023, refer to note 7.5.
CPI FIM SA | 2024 CONSOLIDATED FINANCIAL STATEMENTS
5.6 Net gain on the disposal of investment property and subsidiaries
The following table summarises the effects of investment property disposals:
| 2024 | 2023 | |
|---|---|---|
| Proceeds from the disposal of investment property | 667 | 346 |
| Carrying value of investment property disposed of and related cost | (638) | (286) |
| Net gain on the disposal of investment property | 29 | 60 |
| Proceeds from the disposal of subsidiaries | - | 17,511 |
| Carrying value of subsidiaries disposed of | - | (16,310) |
| Net gain on the disposal of subsidiaries | - | 1,201 |
| Total | 29 | 1,261 |
In 2023, the Group disposed its subsidiary CD Property with carrying value of EUR 16.3 million to SIMMO. The following table summarises disposal effects of subsidiaries sold:
| 2023 | |
|---|---|
| Investment property | 24,545 |
| Intangible fixed assets | 13 |
| Deferred tax assets | 213 |
| Trade receivables | 560 |
| Other non-financial current assets | 261 |
| Cash and cash equivalents | 190 |
| Total disposed assets | 25,782 |
| Financial debts non-current | (9,217) |
| Financial debts current | (215) |
| Trade payables | (308) |
| Other financial current liabilities | (223) |
| Other non-financial current liabilities | (9) |
| Total disposed liabilities | (9,972) |
| Carrying value of subsidiaries disposed of | 15,810 |
5.7 Amortisation, depreciation and impairments
| 2024 | 2023 | |
|---|---|---|
| Depreciation and amortisation | (801) | (389) |
| Impairment of assets | (11,050) | (678) |
| Total | (11,851) | (1,067) |
Increase of impairment of assets in 2024 reflects higher general risk of default (under IFRS9) related to Group’s receivables.
5.8 Administrative expenses
| 2024 | 2023 | |
|---|---|---|
| Advisory and tax services | (4,313) | (5,383) |
| Audit services | (294) | (154) |
| Personnel expenses | (911) | (751) |
| Legal services | (254) | (356) |
| Other administrative expenses | (1,146) | (994) |
| Total | (6,918) | (7,638) |
In 2024 and 2023, the advisory expenses also include the management services received from related parties in the amount of EUR 0.6 million and EUR 0.1 million, respectively. In 2024 and 2023, the audit, tax and advisory expenses also include the cost of services provided by the Group’s auditor of EUR 0.3 million and 0.2 million in 2023, respectively.
Personnel administrative expenses
| 2024 | 2023 | |
|---|---|---|
| Wages and salaries | (745) | (628) |
| Social and health security contributions | (153) | (116) |
| Other social expenses | (13) | (7) |
| Total | (911) | (751) |
As at 31 December 2024 and 2023, the Group had 10 and 7 employees, respectively.
CPI FIM SA | 2024 CONSOLIDATED FINANCIAL STATEMENTS
5.9 Other net financial result
| 2024 | 2023 | |
|---|---|---|
| Net foreign exchange loss on investment property | (5,600) | (37,771) |
| Other net foreign exchange gain | (11,853) | (7,100) |
| Other net financial result | (3,221) | 16,094 |
| Bank charges | (2,885) | (932) |
| Total | (23,559) | (29,709) |
In 2024 and 2023 the other net financial result mainly represents a loss on foreign exchange on investment property related to Polish portfolio of EUR 16.2 million, partly eliminated by EUR 4.6 million of the foreign exchange gain on investment property related to Czech Republic land banks. The other net foreign exchange losses in 2024 and 2023 were driven by the retranslation of loans provided to related parties in foreign currencies.
5.10 Interest income and expense
Interest income on loans and receivables relates primarily to loans provided to related parties (see note 6.5 and 10). Interest expense relates primarily to loans received from related parties, (see note 6.11 and 10).
5.11 Income tax expense
Tax recognised in profit or loss
| 2024 | 2023 | |
|---|---|---|
| Current income tax expense | (7,223) | (718) |
| Adjustment for prior year | 119 | 28 |
| Income tax expense | (7,103) | (690) |
| Temporary differences | 2,831 | (22,605) |
| Utilisation of tax losses carried forward | 832 | (26,654) |
| Deferred income tax expense | (863) | (49,259) |
| Total | (7,967) | (49,949) |
In 2024 and 2023, based on the assessment of its recoverability, the Group partially released deferred tax asset of EUR 0.8 million and EUR 26.7 million, respectively.
Reconciliation of effective tax rate
| 2024 | 2023 | |
|---|---|---|
| Profit for the period | 65,602 | 46,433 |
| Total income tax recognised in profit or loss | 7,967 | 49,949 |
| Profit before tax | 73,569 | 96,382 |
| Current income tax rate | 24.94% | 24.94% |
| Income tax expense using the domestic corporate income tax rate | (18,348) | (24,038) |
| Change in income tax rates | - | (18,377) |
| Effect of tax rates in foreign jurisdictions | 950 | 3,500 |
| Non-deductible expense | (9,323) | (12,460) |
| Tax exempt income | 4,285 | 1,426 |
| Change in unrecognised deferred tax asset from tax losses carried forward | 14,469 | – |
| Income tax expense | (7,967) | (49,949) |
Pillar Two
On 23 May 2023, the International Accounting Standards Board issued International Tax Reform – Pillar Two Model Rules – Amendments to IAS 12 which clarify that IAS 12 applies to income taxes arising from tax law enacted or substantively enacted to implement the Pillar Two model rules published by the OECD, including tax law that implements Qualified Domestic Minimum Top-up Taxes. The Group has adopted these amendments. Using a transitional safe harbor rules, the Group evaluated impact of the OECD's global tax reform under Pillar II, which enforces a minimum global corporate tax rate of 15% and concluded no material impact on its tax position as at 31 December 2024.
The main tax rules imposed on the Group companies
- Luxembourg: The tax rate is 24.94% considering the combined corporate income tax rate, solidarity surtax of 7% on the corporate income tax rate and municipal business tax rate of 6.75%. Tax losses incurred until 2017 may be carried forward indefinitely, while losses incurred as from 2017 should be limited to 17 years. From 2025, the overall tax rate will decrease from 24.94% to 23.87%.
- Czech Republic: The corporate income tax rate is 21%. Tax losses can be carried forward for 5 years. Losses may not be carried forward on a substantial (approximately 25%) change in the ownership of a company unless certain conditions are met.
- Poland: The corporate income tax rate is 19%. Tax losses 2017-2018 may be carried forward for 5 years but the loss utilisation in each year is capped at 50% of the tax loss. The losses incurred during 2019-2022 can be utilised: a) in the next five consecutive tax years, provided that the amount of the utilisation in any of these years may not exceed 50% of the amount of this loss, or b) in one of the next CPI FIM SA | 2024 CONSOLIDATED FINANCIAL STATEMENTS five subsequent tax years by an amount not exceeding PLN 5,000,000, the undetermined amount is subject to settlement in the remaining years of this five-year period, provided that the amount of reduction in any of these years may not exceed 50% of the amount of this loss.
- Italy: The corporate income tax (“IRES”) rate is 24% plus the regional tax on productive activities (“IRAP”) of 4.82% is applicable in Rome where the business of the Group is located. For IRES purposes, tax losses may be carried forward indefinitely. However, tax losses may be offset only up to 80% of taxable income in each year. Tax losses incurred during the first 3 years of new activity may be used to fully offset corporate taxable income. Utilisation of the tax losses carried forward is limited upon business reorganisations and a change of control. For IRAP purposes, tax losses may not be carried forward.
Recognised deferred tax assets and liabilities
| Asset | Liability | Net | |
|---|---|---|---|
| 31 Dec 2024 | 31 Dec 2023 | 31 Dec 2024 | |
| Investment property | – | 32 | (176,258) |
| Tax losses carried-forward | 85,282 | 88,627 | – |
| Other | 7,673 | 4,017 | – |
| Gross deferred tax asset/(liability) | 92,955 | 92,676 | (176,258) |
| Deferred tax offset by subsidiaries | (2,888) | 257 | 2,888 |
| Net deferred tax asset/(liability) | 90,067 | 92,933 | (173,370) |
As at 31 December 2024 and 2023, the Group recognised the deferred tax asset from tax losses carried forward in total amount of EUR 85.3 million and EUR 88.6 million, respectively. As these tax losses relate primarily to the Luxembourg entities and were generated before 2017, they can be carried forward indefinitely. Recognition of the deferred tax asset is based on the future taxable profits that are expected to be generated in next 10 years. The expected profits reflect a strategy of CPIPG in which, the Group renders the financial services to CPIPG’s subsidiaries.
Expiry of unrecognised tax losses carried forward
| Less than 1 year | 1 to 3 years | 3 to 5 years | More than 5 years | Total | |
|---|---|---|---|---|---|
| As at 31 December 2024 | 3,559 | 14,631 | 21,046 | 5,091 | 44,327 |
| As at 31 December 2023 | 2,220 | 9,781 | 8,635 | 3,678 | 24,314 |
An increase in expiry of unrecognized tax losses carried forward relates to newly acquired Polish offices.Movement in deferred tax
| | 2024 | 2023 |
| :--------------------------------- | :------- | :------- |
| As at 1 January | (71,875) | (28,769) |
| Recognised in profit or loss | (863) | (49,259) |
| Recognised in other comprehensive income | 887 | 1,249 |
| Common control acquisition | (18,129) | - |
| Disposal of subsidiaries | - | 1,190 |
| Translation effect and other | 6,677 | 3,714 |
| As at 31 December | (83,303) | (71,875) |
CPI FIM SA | 2024 CONSOLIDATED FINANCIAL STATEMENTS
6 Consolidated statement of financial position
6.1 Investment property
| Office | Landbank | Development | Retail | Hospitality | Residential | Total | |
|---|---|---|---|---|---|---|---|
| As at 1 January 2023 | 616,780 | 930,438 | 12,565 | 2,277 | 25,950 | 52,100 | 1,640,110 |
| Development costs and other additions | 15,396 | 27,082 | 3 | – | 787 | 584 | 43,817 |
| Transfers within investment property | – | (29,474) | – | – | – | – | (29,474) |
| Disposals | (24,547) | (296) | – | – | – | – | (24,843) |
| Valuation gain/loss | (57,625) | 42,689 | (128) | (87) | (1,078) | (2,258) | (18,487) |
| Net foreign exchange loss | (44,062) | 6,283 | – | – | – | – | (37,779) |
| Translation differences | 41,538 | (24,368) | (306) | (98) | – | – | 16,766 |
| As at 31 December 2023 | 547,480 | 952,354 | 12,134 | 2,092 | 24,950 | 50,600 | 1,589,610 |
| Common control acquisition | 453,518 | – | – | 112,078 | – | – | 565,596 |
| Development costs and other additions | 19,219 | 11,878 | 215 | 3,685 | 403 | 60 | 35,460 |
| Transfers to inventories | – | (28,428) | – | – | – | – | (28,428) |
| Transfers to assets held for sale | – | (5,374) | – | – | – | – | (5,374) |
| Transfers between segments | – | (5,339) | – | 5,339 | – | – | – |
| Disposals | (48) | (6,539) | – | – | – | – | (6,587) |
| Valuation gain/loss | (32,478) | 31,096 | 900 | (12,476) | 147 | (60) | (12,871) |
| Net foreign exchange gain/loss | (7,443) | 4,875 | – | (1,718) | – | – | (4,286) |
| Translation differences | 11,227 | (17,452) | (225) | 705 | – | – | (5,745) |
| As at 31 December 2024 | 991,475 | 937,071 | 13,024 | 109,705 | 25,500 | 50,600 | 2,127,375 |
Common control acquisition
In 2024, the Group acquired and retails 7 Poland offices of EUR 453.5 million and 2 Poland shopping malls of EUR 112.1 million through a common control acquisition (refer to note 3).
Development costs and other additions
In 2024, the development costs primarily related to newly acquired Polish offices of EUR 19.2 million and landbanks of EUR 11.9 million. In 2023, the development costs primarily related to landbank in Brno and Poland offices of EUR 14.7 million and EUR 10.7 million, respectively.
Transfers to inventories
In 2024 and 2023, the Group transferred landbank in Prague of EUR 28.4 million and EUR 29.5 million from investment property to inventories due to change in its use.
Disposals
In 2023, the Group disposed one office property of EUR 24.6 million.
Net valuation gain/loss
In 2024, the valuation loss related primarily to the Polish portfolio (EUR 35.3 million) and Czech Land Bank (EUR 4.9 million), the loss was partly offset by valuation gains recognised by the Group’s Czech landbank portfolio (EUR 37.0 million, primarily related to development projects Bubny Development of EUR 10.5 million, STRM Beta of EUR 5.3 million and Polygon BC of EUR 4.5 million) and Polish office portfolio (EUR 1.7 million). In 2023, the valuation loss related primarily to the Polish portfolio (EUR 57.6 million), the loss was partly offset by valuation gains recognised by the Group’s Czech landbank portfolio (EUR 43.9 million, primarily related to development projects Bubny Development of EUR 14.9 million, Nová Zbrojovka of EUR 8.6 million and CPI Podhorský Park of EUR 5.2 million).
Translation differences
Translation differences related to investment property arise in connection with translation of amounts of subsidiaries with different functional currency than EUR.
Reconciliation between the values obtained from the external valuers and the reported values
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Market value as estimated by the external valuer (refer to note 7.5) | 2,086,397 | 1,574,675 |
| Add: leased assets and other | 40,978 | 14,935 |
| As at 31 December | 2,127,375 | 1,589,610 |
6.2 Property, plant and equipment
| 2024 | 2023 | |||
|---|---|---|---|---|
| Other | Total | Other | Total | |
| Cost | ||||
| As at 1 January | 3,171 | 3,171 | 3,033 | 3,033 |
| Development costs and other additions | 324 | 324 | 145 | 145 |
| Disposals | (4) | (4) | – | – |
| Translation differences | (6) | (6) | (7) | (7) |
| As at 31 December | 3,485 | 3,485 | 3,171 | 3,171 |
| Accumulated depreciation and impairment losses | ||||
| As at 1 January | (677) | (677) | (281) | (281) |
| Depreciation | (456) | (456) | (396) | (396) |
| As at 31 December | (1,133) | (1,133) | (677) | (677) |
| Carrying amounts | ||||
| As at 1 January | 2,494 | 2,494 | 2,752 | 2,752 |
| At 31 December | 2,352 | 2,352 | 2,494 | 2,494 |
6.3 Equity accounted investees
As at 31 December 2024, the equity accounted investment in the amount of EUR 16.8 million (EUR 16.9 million as at 31 December 2023) represents investment in Uniborc S.A. Uniborc S.A. is a joint venture constituted in 2013 with Rodamco with aim to develop a shopping centre in the Bubny area in Prague, the Czech Republic. The Group’s shareholding is 35%.
| 2024 | 2023 | |
|---|---|---|
| As at 1 January | 16,939 | 9,724 |
| Share of profit | 92 | 15 |
| Capital increase/decrease | (143) | 7,000 |
| As at 31 December | 16,805 | 16,939 |
Condensed statement of comprehensive income of Uniborc S.A.
| 2024 | 2023 | |
|---|---|---|
| Net valuation gain on investment property | (55) | 3,846 |
| Administrative expenses | 19 | 170 |
| Operating result | 136 | 4,016 |
| Interest expenses | (1,000) | (2,499) |
| Profit before taxes | (864) | 1,517 |
| Income taxes | 520 | (913) |
| Profit/loss for the period | (344) | 604 |
Condensed statement of financial position of Uniborc S.A.
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Investment property | 91,060 | 87,738 |
| Cash and cash equivalents | 47 | 1294 |
| Total assets | 91,531 | 88,032 |
| Non-current financial liabilities | (26,268) | (24,710) |
| Deferred tax liabilities | (16,986) | (14,701) |
| Current financial liabilities | (176) | (167) |
| Other current liabilities | (87) | (57) |
| Total liabilities | (43,517) | (39,635) |
| Net assets | 48,014 | 48,397 |
6.4 Other investments
As at 31 December 2024 and 2023, the Group holds 67,000,000 shares in CPIPG, which represents 0.75% of the CPIPG’s shareholding and is valued at EUR 51.2 million (EUR 54.6 million as at 31 December 2023). The valuation of CPIPG shares held by the Group as at 31 December 2024 and 2023 is based on an alternative valuation model because of not an active market. The management determined the use of EPRA NAV per share (net asset value per share determined based on the methodology of European Public Real Estate Association) of CPIPG as the most representative valuation model primarily due to:
* EPRA NAV is a globally recognised measure of fair value;
* EPRA NAV takes into consideration the fair value of the net assets of a company, applying known aspects of the company’s business model.
For the valuation of the CPIPG shares held as at 31 December 2024 and 2023, EPRA NAV per CPIPG share as at 31 December 2024 and 2023 was used. CPIPG’s EPRA NAV per share EUR 0.74 as at 31 December 2024 (EUR 0.81 as at 31 December 2023) differs from the price at the stock-exchange EUR 0.79 as at 31 December 2024 (EUR 0.93 as at 31 December 2023). The change in the value of CPIPG shares is recognised in other comprehensive income by the Group.
The detailed calculation of CPIPG’s EPRA NAV per share is presented in the CPIPG’s annual report. The Group adjusted the number of shares used in the calculation for the amount of shares owned by the Group as at 31 December 2024 and 2023. As at 31 December 2024, the EPRA NAV per share of EUR 0.76 (EUR 0.83 as at 31 December 2023) disclosed by CPIPG therefore differs from value used by the Group to value the CPIPG‘s shares owned.
6.5 Loans provided
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Loans provided – related parties and joint ventures | 3,504,176 | 4,333,679 |
| Impairment to non-current loans provided to related parties | (28,477) | (14,679) |
| Total non-current loans provided | 3,475,699 | 4,319,000 |
| Loans provided – related parties and joint ventures | 234,484 | 719,276 |
| Total current loans provided | 234,484 | 719,276 |
Loans provided decreased in 2024 mainly due to decrease of loans provided to related parties. These loans bear interest rate between 0.48% – 13.83% p.a. (determined based on the Group’s risk assessment) and mature from 2024 to 2031. See note 10 for more information. Loans provided to joint venture include loan principal and the interest granted to Uniborc S.A. (see note 6.3) in the amount of EUR 7.6 million and EUR 8.7 million as at 31 December 2024 and 2023. The joint venture is primarily financed through a loan by both partners in the same proportion as their respective shareholdings. The loan is repayable in 2028.
6.6 Inventories
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Inventories | 36,690 | 50,344 |
Compared to 31 December 2023, inventories decreased due to sales of flats in the Czech Republic in the period.
6.7 Trade receivables
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Trade receivables due from related parties | 22,470 | 3,984 |
| Trade receivables due from third parties | 16,031 | 5,538 |
| Impairment – trade receivables due from other parties | (5,810) | (1,580) |
| Total | 32,691 | 7,942 |
Trade receivables increased primarily due to acquisition of certain Polish subsidiaries in June 2024.
6.8 Cash and cash equivalents
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Bank balances | 163,441 | 83,600 |
| Cash on hand | 22 | – |
| Total | 163,443 | 83,602 |
6.9 Other current receivables
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Cash pool receivables due from related parties | 58,340 | 50,930 |
| Other receivables due from related parties | 191,984 | 153,444 |
| Other receivables due from third parties | 30,401 | 34,561 |
| Impairment – other receivables due from other parties | – | (18) |
| Total | 280,725 | 238,917 |
The Company has agreed a cash-pool contracts with related subsidiaries of CPI Property Group (refer to note 2.2). As at 31 December 2024, other current receivables related to cash pool amounted to EUR 58.3 million (EUR 50.9 million as at 31 December 2023).
6.10 Equity
As of 31 December 2024 and 2023, the share capital of the Company amounts to EUR 13,145 thousand and is represented by 1,314,507,629 ordinary fully paid shares with a nominal value of EUR 0.01 each. The following table sets out information regarding the ownership of the Company’s shares as at 31 December 2024 and 2023, respectively:
| Shareholder | Number of shares | Share held |
|---|---|---|
| CPI PROPERTY GROUP S.A. |
Non-controlling interests (NCI)
| 2024 | 2023 | |
|---|---|---|
| Opening balance | 467,310 | |
| Acquisition of non-controlling interests | (12,729) | - |
| Loss for the period | - | (310,259) |
| Common control acquisition | 153,284 | - |
| Sale of non-controlling interest in CPI PIF | 180,516 | - |
| As at 31 December | 321,538 | 467 |
CPI Project Invest and Finance
The registered office of CPI Project Invest and Finance, a.s. is Purkyňova 2121/3, Prague, the Czech Republic.
Movement of CPI PIF-related non-controlling interest:
| 2024 | |
|---|---|
| Group’s interest | 49.0% |
| Common control acquisition | 153,284 |
| Sale of non-controlling interest in CPI PIF | 180,516 |
| Non-controlling interest – profit for the period | (12,729) |
| Total non-controlling interest | 321,071 |
Condensed financial information of CPI PIF as at 31 December 2024:
On 24 June 2024, as a result of common control acquisition through which the Group acquired CPI PIF, the Group recognised non-controlling interest of EUR 153.3 million (for more details refer to note 3). On 27 June 2024, the Group sold 26% share of CPI Project Invest and Finance (hereinafter together with its subsidiaries as „CPI PIF“) to European asset manager SONA ASSET MANAGEMENT (UK) LLP (“Sona Asset Management”) for EUR 96.7 million. The difference between the carrying value of EUR 180.5 million and the sales price of EUR 96.7 million amounting to EUR 83.3 million represents Group’s loss from sale of NCI and was recognised against retained earnings as of the date of sale. The Group holds a call option to repurchase the shares of CPI PIF back from Sona Asset Management at a price which depends on the date of exercise of the call option. If the shares were not fully repurchased after five years by the Group, Sona Asset Management has a (conditional) right to trigger a sale of CPI PIF’s assets on the market. As at 31 December 2024, the fair value of the Group’s call option was considered insignificant. As part of the investment, Sona Asset Management does not have present access to any returns. The Group cannot be required to any payments as distributions depend on operational performance and approval of CPI PIF’s board. In 2023, the Group acquired a non-controlling 80% interest in its Czech subsidiaries Bubny Development, STRM Alfa, MQM Czech, Polygon BC (all with registered office at Vladislavova 1390/17, Prague 1, 110 00) and Vysočany Office (registered office at Pohořelec 112/24, Prague 1, 118 00) from the related company GSG Europa for EUR 311.6 million of which EUR 1.3 million (representing a difference between carrying value of related non-controlling interest and the purchase price) was recognised against retained earnings.
Mandatory takeover bid over Company shares
On 8 June 2016 the Company’s fully owned subsidiary Nukasso Holdings Limited directly and indirectly acquired approximately 97.31% of shares in CPI FIM. As a consequence, Nukasso Holdings Limited became obliged to launch a mandatory takeover bid to purchase any and all of the ordinary shares of CPI FIM (the “Mandatory Takeover Offer”). On 22 August 2016, the Czech Office for the Protection of Competition granted the merger clearance for the acquisition of CPI FIM by the Group, whereas its decision became final and binding on 23 August 2016. On 8 December 2017 the CSSF published press releases in which it stated, inter alia, that it has decided not to approve the offer document in the Mandatory Takeover Offer as a consequence of the existence of an undisclosed concert action with respect to CPI FIM. On 15 March 2018 the CSSF published a press release informing that the decisions detailed in the above-mentioned CSSF press releases of 8 December 2017 have been challenged before the Luxembourg administrative courts. On 21 November 2023 the first instance court rejected administrative lawsuits against the decisions of the CSSF. The shareholders appealed against this decision. On 27 June 2024, the appeals formed against the judgments of 21 November 2023 have been dismissed by the Administrative Court (Cour administrative). As a consequence, decisions adopted by the CSSF on 8 December 2017 are final and may no longer be challenged before the Luxembourg administrative courts. As of the date of this report, the Company has not received any formal decision in relation to the Mandatory Takeover Offer.
Condensed Balance Sheet
| 2024 | 2024 | |
|---|---|---|
| Non-current assets | 1,247,421.9 | |
| Current assets | 164,515.9 | |
| Total assets | 1,411,937.8 | |
| Equity attributable to owners | 677,752.5 | |
| Non-current liabilities | 711,677.5 | |
| Current liabilities | 22,507.8 | |
| Total equity and liabilities | 1,411,937.8 | |
| Profit for the period | (27,976) | |
| Net increase/(decrease) in cash and cash equivalents | 43,264.7 |
Earnings per share
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Weighted average outstanding shares for the purpose of calculating the basic EPS | 1,314,507,629 | 1,314,507,629 |
| Weighted average outstanding shares for the purpose of calculating the diluted EPS | 1,314,507,629 | 1,314,507,629 |
| Net profit attributable to owners of the parent | 78,331 | 46,433 |
| Net profit attributable to owners of the parent after assumed conversions/exercises | 78,331 | 46,433 |
| Total Basic earnings in EUR per share | 0.06 | 0.04 |
| Diluted earnings in EUR per share | 0.06 | 0.04 |
Basic earnings per share (EPS) are calculated by dividing the profit attributable to the Group by the weighted average number of ordinary shares in issue during the period, excluding ordinary shares purchased by the Group and held as treasury shares. Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The warrants issued by the Company were not taken into account in the diluted EPS calculation.
6.11 Financial debts
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Non-current financial debts | ||
| Loans from related parties | 3,651,464 | 4,633,435 |
| Bank loans | 308,787 | 327,027 |
| Lease liabilities | 43,447 | 4,771 |
| Total non-current financial debts | 4,003,698 | 4,965,233 |
| Current financial debts | ||
| Loans from related parties | 168,548 | 183,368 |
| Bank loans | – | 8,098 |
| Lease liabilities | 239 | 252 |
| Total current financial debts | 168,787 | 191,718 |
As at 31 December 2024 and 2023, the balance of the loans received from the Group’s parent company CPIPG and its subsidiaries was EUR 3,532.8 million and EUR 4,018.2 million, respectively. The loans from CPIPG bear interest rates between 0.65% – 6.13% p.a (0.65% – 6.12% in 2023).
Maturity of financial debts
As at 31 December 2024
| Less than one year | 1 to 5 years | More than 5 years | Total | |
|---|---|---|---|---|
| Loans from related parties | 168,548 | 1,971,919 | 1,680,345 | 3,820,812 |
| Bank loans | - | 285,577 | 23,210 | 308,787 |
| Lease liabilities | 239 | 4,378 | 39,069 | 43,686 |
| Total | 168,787 | 2,261,874 | 1,742,624 | 4,173,285 |
As at 31 December 2023
| Less than one year | 1 to 5 years | More than 5 years | Total | |
|---|---|---|---|---|
| Loans from related parties | 183,368 | 1,970,568 | 2,662,867 | 4,816,803 |
| Bank loans | 8,098 | 306,494 | 20,533 | 335,125 |
| Lease liabilities | 252 | 4,771 | – | 5,023 |
| Total | 191,718 | 2,281,833 | 2,683,400 | 5,156,951 |
For details on the loans received from related parties, refer to note 10.
Reconciliation of movements of liabilities to cash flows arising from financing activities
| Loans and borrowings | Lease liabilities | Total | |
|---|---|---|---|
| As at 1 January 2024 | 5,151,928 | 5,023 | 5,156,951 |
| Interest paid | (116,763) | – | (116,763) |
| Drawings of loans and borrowings | 80,448 | – | 80,448 |
| Repayments of loans and borrowings | (1,510,900) | – | (1,510,900) |
| Total changes from financing cash flows | (1,547,215) | – | (1,547,215) |
| Changes from obtaining or losing control of subsidiaries or other businesses | 355,703 | 38,663 | 394,366 |
| The effect of changes in foreign exchange rates | 12,643 | – | 12,643 |
| Interest expense | 155,740 | – | 155,740 |
| As at 31 December 2024 | 4,128,799 | 43,686 | 4,172,485 |
| Loans and borrowings | Lease liabilities | Total | |
|---|---|---|---|
| As at 1 January 2023 | 4,895,207 | 4,668 | 4,899,875 |
| Interest paid | (112,728) | – | (112,728) |
| Drawings of loans and borrowings | 504,175 | – | 504,175 |
| Repayments of loans and borrowings | (291,605) | – | (291,605) |
| Lease liabilities | – | – | – |
| Total changes from financing cash flows | 99,842 | – | 99,842 |
| The effect of changes in foreign exchange rates | 7.9283558.283 | ||
| Interest expense | 148,951 | – | 148.951 |
| As at 31 December 2023 | 5,151,928 | 5,023 | 5,156,951 |
6.12 Other financial non-current liabilities
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Tenant deposits | 9,839 | 4,010 |
| Advances received from third parties | 2,855 | - |
| Payables from retentions | 1,236 | 1,515 |
| Other payables due to third parties | - | 20 |
| Interest rate swaps used for hedging | 8,259 | 8,488 |
| Total | 22,189 | 14,033 |
6.13 Trade payables
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Trade payables due to related parties | 9,963 | 11,565 |
| Trade payables due to third parties | 17,480 | 10,949 |
| Total | 27,443 | 22,514 |
6.14 Other financial current liabilities
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Cash pool payables due to related parties | 37,134 | 47,447 |
| Other payables due to related parties | 317,813 | 311,693 |
| Other financial current liabilities due to third parties | 16,279 | 14,413 |
| Total | 371,226 | 373,553 |
The Company has agreed a cash-pool contracts with selected subsidiaries of CPI Property Group. As at 31 December 2024 and 2023 other payables represent acquisition price of 80% of NCI, mainly Bubny of EUR 155.0 million and STRM Alfa of EUR 55.2 million acquired in 2022. As at 31 December 2024, the other financial current liabilities related to cash pool amounted to EUR 37.1 million (EUR 47.4 million as at 31 December 2023).
6.15 Other non-financial current liabilities
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Value added tax payables | 1,683 | 114 |
| Provisions | 1,338 | 1,062 |
| Other | 613 | 9 |
| Total | 3,082 | 1,215 |
6.16 Leases where the Group acts as a lessor
| The commercial property leases typically have lease terms of between 5 and 10 years and include clauses to enable periodic upward revision of the rental charge according to market conditions. Some contracts contain options to terminate before the end of the lease term. The following table shows the future rental income from lease agreements where the terms are non-cancellable.31 December 2024 | 31 December 2023 |
|---|---|
| Less than one year | 73,229 |
| Between one and five years | 173,623 |
| More than five years | 31,672 |
| Total | 278,524 |
As at 31 December 2024, the leases where the Group acts as a lessor increased due to acquisitions of Polish offices and retails.
CPI FIM SA | 2024 CONSOLIDATED FINANCIAL STATEMENTS
7 Financial risk management
Exposure to various risks arises in the normal course of the Group’s business. Financial risk comprises:
* credit risk (refer to note 7.1);
* liquidity risk (refer to note 7.2);
* market risk including currency risk, interest rate risk and price risk (refer to note 7.3).
This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes for measuring and managing risk, and the Group’s management of capital. The primary objectives of the financial risk management function are to establish risk limits, and then ensure that exposure to risks stays within these limits. Supervision of the Group’s risk is accomplished through discussions held by executive management in appropriate frameworks together with reporting and discussions with the Board of Directors.
7.1 Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk mainly from its rental activities (primarily for trade receivables) and from its financing activities, including provided loans, purchased bonds, deposits with banks and financial institutions and other financial instruments. The Group evaluates the concentration of risk with respect to loans provided as low, as the debtors are primarily entities controlled by the ultimate shareholder of the Company.
Aging structure of financial assets as at 31 December 2024 and 2023
| 31 December 2024 | ||||
|---|---|---|---|---|
| Carrying value | Impaired | Past due but not impaired | Other | |
| Investments | 51,681 | – | – | – |
| Loans provided | 3,710,183 | – | 28,477 | – |
| to related parties | 3,702,539 | – | 26,873 | – |
| to third parties | - | – | – | – |
| to joint venture | 7,644 | – | 1,604 | – |
| Trade and other receivables | 313,533 | 4,667 | 5,804 | – |
| Cash and cash equivalents | 163,443 | – | – | – |
| Total | 4,238,840 | 4,667 | 34,281 | – |
| 31 December 2023 | ||||
|---|---|---|---|---|
| Carrying value | Impaired | Past due but not impaired | Other | |
| Investments | 54,571 | – | – | – |
| Loans provided | 5,052,955 | – | 14,679 | – |
| to related parties | 5,051,374 | – | 14,679 | – |
| to third parties | (7,126) | – | – | – |
| to joint venture | 8,707 | – | – | – |
| Trade and other receivables | 248,530 | 69,717 | 1,598 | – |
| Cash and cash equivalents | 83,602 | – | – | – |
| Total | 5,439,658 | 69,717 | 16,277 | – |
As at 31 December 2024, the Group recognised an impairment of EUR 24.1 million (EUR 14.7 million as at 31 December 2023) against loans provided to related parties.
Breakdown of overdue financial assets which are not impaired:
| 31 December 2024 | ||||||
|---|---|---|---|---|---|---|
| Total | 1-30 days | 31-90 days | 91-180 days | 181-360 days | more than 360 days | |
| Trade and other receivables | 6,031,563 | 3,362 | 378 | 168 | 4,667 | – |
| Total | 6,031,563 | 3,362 | 378 | 168 | 4,667 | – |
| 31 December 2023 | ||||||
|---|---|---|---|---|---|---|
| Total | 1-30 days | 31-90 days | 91-180 days | 181-360 days | more than 360 days | |
| Trade and other receivables | 68,627 | – | 480 | – | 610 | 69,717 |
| Total | 68,627 | – | 480 | – | 610 | 69,717 |
As at 31 December 2024, receivables overdue 91 - 180 days primarily related to the intended acquisition of certain office in Poland and were therefore not assessed as doubtful.
Cash and cash equivalents
Cash and cash equivalents, neither past due nor impaired (Moody’s ratings of respective counterparties):
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| A1 | 64,888 | 67,800 |
| A2 | 11,689 | 9,267 |
| A3 | 77,379 | 26 |
| Aa3 | – | 125 |
| Baa1 | 8,179 | 6,192 |
| Baa2 | 1,223 | 8 |
| Not rated | 85 | 184 |
| Total | 163,443 | 83,602 |
7.2 Liquidity risk
The main objective of liquidity risk management is to reduce the risk that the Group does not have available resources to meet its financial obligations, working capital and committed capital expenditure requirements. The Group maintains liquidity management to ensure that funds are available to meet all cash flow needs. Concentration of risk is limited thanks to diversified maturity of the Group’s liabilities and diversified portfolio of the Group’s financing. The Group manages liquidity risk by constantly monitoring forecasts and actual cash flows and by various long-term financing. The Group’s liquidity position is monitored on a weekly basis by division managers and is reviewed quarterly by the Board of Directors. A summary table with maturity of liabilities is used by key management personnel to manage liquidity risks.
Liquidity risk analysis
The following table summarises the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments including accrued interest. The table reflects the earliest settlement of the Group’s liabilities based on contractual maturity and includes non-derivative as well as derivative financial liabilities.
| 31 December 2024 | |||||||
|---|---|---|---|---|---|---|---|
| Carrying value | < 3 month | 3-12 months | 1-2 years | 2-5 years | > 5 year | Total | |
| Financial debts | 4,172,485 | 195,549 | 83,192 | 501,949 | 1,885,741 | 2,190,061 | 4,856,492 |
| – loans from related parties | 3,820,012 | 194,197 | 80,161 | 495,775 | 1,863,238 | 1,807,477 | 4,440,848 |
| – bank loans | 308,787 | 1,113 | 3,031 | 4,042 | 14,789 | 309,852 | 332,827 |
| – lease liabilities | 43,686 | 239 | – | 2,132 | 7,714 | 72,732 | 82,817 |
| Other non-current liabilities | 22,189 | – | – | 15,579 | 4,663 | 1,947 | 22,189 |
| Other current liabilities* | 398,669 | 373,454 | 1,744 | 23,471 | – | – | 398,669 |
| Total | 4,593,343 | 569,003 | 84,936 | 540,999 | 1,890,404 | 2,192,008 | 5,277,350 |
| 31 December 2023 | |||||||
|---|---|---|---|---|---|---|---|
| Carrying value | < 3 month | 3-12 months | 1-2 years | 2-5 years | > 5 year | Total | |
| Financial debts | 5,156,951 | 193,178 | 54,895 | 64,012 | 2,162,536 | 3,086,696 | 5,561,317 |
| – loans from related parties | 4,816,803 | 191,822 | 51,616 | 59,416 | 2,148,816 | 2,746,116 | 5,197,786 |
| – bank loans | 335,125 | 1,104 | 3,279 | 4,356 | 13,069 | 336,700 | 358,508 |
| – lease liabilities | 5,023 | 252 | – | 240 | 651 | 3,880 | 5,023 |
| Other non-current liabilities | 14,034 | – | – | 2,636 | 6,478 | 4,919 | 14,033 |
| Other current liabilities* | 396,067 | 370,236 | 25,831 | – | – | – | 396,067 |
| Total | 5,567,052 | 563,414 | 80,726 | 66,629 | 2,169,015 | 3,091,615 | 5,971,417 |
- Other current liabilities include current trade payables and other financial current liabilities.
The Group maintains strong cash reserves and maintains flexibility with regard to potential uses of liquidity such as capital expenditures and development spending, shareholder distributions etc. As of the date of these financial statements, the Group does not face a significant liquidity risk.
7.3 Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and prices will affect the Group’s income or the value of its holdings of financial instruments or could cause future cash flows related to financial instruments to fluctuate. The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimising the return. The Group’s market risk mainly arises from open positions in a) foreign currencies and b) loans provided and financial debts, to the extent that these are exposed to general and specific market movements. Market risk exposures are measured using sensitivity analysis. Sensitivities to market risks included below are based on a change in one factor while holding all other factors constant.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates (see note 2.2(b)). The Group is exposed to currency risk mainly on sales, purchases and borrowings that are denominated in a currency other than the respective functional currencies of Group entities, primarily the CZK, but also others (see note 2.2(b)).
CPI FIM SA | 2024 CONSOLIDATED FINANCIAL STATEMENTS
Sensitivity analysis – exposure to currency risk
The table below shows the material balances held in foreign currencies that are deemed subject to currency risk and presents sensitivities of profit or loss to reasonably possible changes in foreign currency rates with all other variables held constant. A 10% change in the foreign currency rate of foreign currencies would have the below effect on profit/(loss) or equity of the Group providing all other variables remaining constant:
| 31 December 2024 | ||||
|---|---|---|---|---|
| In TEUR | Change in TEUR (functional currency depreciated by 10%) | Change in TEUR (functional currency appreciated by 10%) | ||
| Cash and cash equivalents | 163,443 | |||
| TEUR | 93,746 | – | – | |
| TCZK | 42,383 | 4,238 | (4,238) | |
| TUSD | 808 | (8) | 8 | |
| THUF | 3,498 | 350 | (350) | |
| TCHF | 444 | (4) | 4 | |
| TPLN | 23,201 | 2,320 | (2,320) | |
| TGBP | 191 | 19 | (19) | |
| TRON | 300 | 30 | (30) | |
| Loans provided | 3,710,183 | |||
| TEUR | 2,894,868 | – | – | |
| TCZK | 429,953 | 42,995 | (42,995) | |
| THUF | 93,562 | 9,356 | (9,356) | |
| TRON | 12,788 | 1,279 | (1,279) | |
| TGBP | 229,325 | 22,932 | (22,932) | |
| TUSD | 2,608 | 261 | (261) | |
| TAED | 47,079 | 4,708 | (4,708) | |
| Financial debts | (4,172,485) | |||
| TEUR | (4,070,147) | – | – | |
| TCZK | (58,653) | (5,865) | 5,865 | |
| TPLN | (43,685) | (4,369) | 4,369 | |
| Net exposure to currency risk | ||||
| TCZK | 413,683 | 41,368 | (41,368) | |
| TGBP | 229,516 | 22,951 | (22,951) | |
| TPLN | (20,484) | (2,049) | 2,049 | |
| TRON | 13,088 | 1,309 | (1,309) | |
| TUSD | 2,688 | 269 | (269) | |
| THUF | 97,060 | 9,706 | (9,706) | |
| TCHF | 444 | (4) | 4 | |
| TAED | 47,079 | 4,708 | (4,708) |
| 31 December 2023 | ||||
|---|---|---|---|---|
| In TEUR | Change in TEUR (functional currency depreciated by 10%) | Change in TEUR (functional currency appreciated by 10%) | ||
| Cash and cash equivalents | 83,602 | |||
| TEUR | 41,954 | – | – | |
| TCZK | 22,232 | 2,223 | (2,223) | |
| TUSD | 94 | 94 | (94) | |
| THUF | 4,825 | 483 | (483) | |
| TCHF | 1 | – | – | |
| TPLN | 13,598 | 1,360 | (1,360) | |
| TGBP | 5 | – | – | |
| Loans provided | 5,038,276 | |||
| TEUR | 3,745,997 | – | – | |
| TCZK | 873,934 | 87,393 | (87,393) | |
| THUF | 181,295 | 18,129 | (18,129) | |
| TRON | 13,900 | 1,390 | (1,390) | |
| TGBP | 222,319 | 22,232 | (22,232) | |
| TUSD | 831 | 83 | (83) | |
| Financial debts | (5,156,951) | |||
| TEUR | (5,102,280) | – | – | |
| TCZK | (49,648) | (4,965) | 4,965 | |
| TPLN | (5,023) | (502) | 502 | |
| Net exposure to currency risk | ||||
| TCZK | 846,518 | 84,652 | (84,652) | |
| TGBP | 222,370 | 22,237 | (22,237) | |
| TPLN | 8,575 | 857 | (857) | |
| TRON | 13,900 | 1,390 | (1,390) | |
| TUSD | 1,772 | 177 | (177) | |
| THUF | 186,120 | 18,612 | (18,612) | |
| TCHF | 1 | – | – |
Interest rate risk
At the reporting date the interest rate profile of the Group’s interest-bearing financial instruments are described under notes 6.5 for financial assets and under notes 6.11 financial liabilities respectively.# 7.3 Risk management
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s interest rate risk is monitored by the Group’s management on a monthly basis. The interest rate risk policy is approved quarterly by the Board of Directors. Management analyses the Group’s interest rate exposure on a dynamic basis. Various scenarios are simulated, taking into consideration refinancing, renewal of existing positions and alternative financing sources. Loans provided by the Group require instalments to be paid by the borrower according to a payment schedule, based on a fixed interest rate. The interest rates charged by the Group are usually based on Group‘s borrowing interest rates. As the loans provided (including those to related parties) are based on fixed rates, and no financial debt is measured at fair value through profit and loss the Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s long-term debt obligations with floating interest rates. These obligations primarily include bank loans. Interest rate risk connected with financial debts is limited as 87% of the loans is provided with fix interest rate as at 31 December 2024. Trade receivables and payables are interest-free and have settlement dates within one year.
Price risk
The Group is exposed to price risks related to investments in shares of CPIPG, which are classified as other investments. Other components of equity would increase or decrease by EUR 2.5 million as at 31 December 2024 (EUR 2.8 million as at 31 December 2023) as a result of 5% increase or decrease of EPRA NAV per share of CPIPG.
Other risks
The Group is exposed to price risk other than in respect of financial instruments, such as property price risk including property rental risk. For sensitivity analysis on changes in assumptions of investment property valuation refer to note 7.5.
7.4 Capital management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders; and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. There is no real seasonality impact on its financial position but rather a volatility of financial markets might positively or negatively influence Group’s consolidated financial position. No changes were made in the objectives, policies or processes during the year ended 31 December 2024. The Group monitors capital on the basis of the gearing ratio.
Gearing ratio
This ratio is calculated as total debt divided by total equity. Debt is defined as all non-current and current liabilities. Equity includes all capital and reserves as shown in the consolidated statement of financial position.
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Debt | 4,774,437 | 5,733,511 |
| Equity | 1,763,184 | 1,457,614 |
| Gearing ratio in % | 270.8% | 393.4% |
7.5 Fair value measurement
Fair value of financial instruments
Fair value measurements of financial instruments reported at fair value are classified by level of the following measurement hierarchy:
– Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
– Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices);
– Level 3: Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
There were no changes in the Group’s valuation processes, valuation techniques, and types of inputs used in the fair value measurements during the period. There were no transfers between Level 1 and Level 2 fair value measurements during the period, and no transfers into or out of Level 3 fair value measurements during the period 2024. The following tables show the carrying amounts at fair value of financial assets and liabilities, including their level in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
CPI FIM SA | 2024 CONSOLIDATED FINANCIAL STATEMENTS
Accounting classification and fair values
The following tables show the carrying amounts and fair value of financial assets and liabilities, including their level in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Financial assets measured at fair value | ||
| Carrying amount | ||
| Fair value | ||
| CPI Property Group shares* | 49,905 | 49,905 |
| 49,905 | 54,562 | |
| Other investments | 1,776 | 1,776 |
| 1,776 | 99 | |
| Financial assets not measured at fair value | ||
| Loans provided** | 3,702,539 | 5,029,569 |
| 4,048,088 | 5,832,001 | |
| Loans provided to joint venture | 7,644 | 8,707 |
| 7,644 | 8,707 | |
| Financial liabilities not measured at fair value | ||
| Financial debt – other | 3,863,751 | 4,821,826 |
| 4,113,920 | 4,737,634 | |
| Financial debt – bank loans (floating rate) | 288,201 | 314,592 |
| 288,201 | 314,592 | |
| Financial debt – bank loans (fixed rate) | 20,533 | 20,533 |
| 20,541 | 19,008 |
- For the valuation as at 31 December 2024, the shares are valued using EPRA NAV per share of CPIPG as at 31 December 2024 (refer to note 6.4).
** The fair values of the financial assets and financial liabilities included in the level 3 category have been determined in accordance with generally accepted pricing models based on the discounted cash flow analysis, with the most significant inputs being the discount rate that reflects the credit risk of counterparties, with the exception of loans provided to/received from entities controlled by the majority shareholder of the Company, which bear limited credit risk from the Group’s perspective. The Group classifies all its financial assets and liabilities as Level 3 in the fair value hierarchy.
Fair value measurement of investment property
The Group’s investment properties were valued at 31 December 2024 and 2023 in accordance with the Group’s accounting policies. The Group utilises independent professionally qualified valuers, who hold a recognised relevant professional qualification and have recent experience in the locations and segments of the investment properties valued. For all these properties, their current use equates to the highest and best use. The Group’s finance department includes a team that reviews the valuations performed by the independent valuers for financial reporting purposes.
Main observable and unobservable inputs
The table below presents the valuation method, the key observable and unobservable inputs for each class of property owned by the Group, used by the valuers as at the end of 31 December 2024 and 2023 respectively. The fair value hierarchy of the valuations is Level 3. Fair value amounts are stated in EUR millions.
| Investment property | Fair value 2024 | Fair value 2023 | Valuation technique | Significant unobservable inputs | Range (weighted avg) 2024 | Range (weighted avg) 2023 |
|---|---|---|---|---|---|---|
| Retail | ||||||
| Czech Republic - retail warehouse | 5 | 0 | DCF | ERV per sqm €155– NRI per sqm €76– Discount rate 6.5%– Exit yield 6.5%– Vacancy rate 0%– |
||
| Czech Republic - other retail properties | 2 | 2 | DCF | ERV per sqm €205 NRI per sqm €191 Discount rate 5.9% Exit yield 5.9% Vacancy rate 0% |
€204 €194 6.0% 6.0% 0% |
|
| Poland* | 103 | 0 | Investment method | ERV per sqm €188–€204 (€190) NRI per sqm €127–€160 (€155) Equivalent yield 8.2%–8.2% (8.2%) Vacancy rate 0%–7.7% (6.6%) |
||
| Office | ||||||
| Czech Republic | 5 | 5 | DCF | ERV per sqm €150 NRI per sqm €126 Discount rate 7.0% Equivalent yield 0% Vacancy rate 19.2% |
€148 €188 7.4% 7.0% 0% |
|
| Poland* | 920 | 542 | Investment method | ERV per sqm €206–€323 (€252) NRI per sqm €84–€248 (€174) Equivalent yield 6.2%–8.5% (7.4%) Vacancy rate 0%–15.6% (5.6%) |
€203–€313 (€260) €170–€325 (€262) 5.8%–8.6% (6.7%) 0%–17.7% (3.0%) |
|
| Hotels rented | ||||||
| Complementary | 26 | 25 | DCF | Rate per key €262,887 Exit yield 6.8% Discount rate 10.8% |
€257,216 6.8% 10.8% |
|
| Residential | €20,041–€27,919 | €19,524–€28,041 | ||||
| Complementary | 26 | 26 | Comparable | Fair value per sqm (€26,252) | (€26,236) | |
| Italy | 25 | 25 | Comparable | Fair value per sqm €13,938 | €13,938 | |
| Landbank | ||||||
| Czech Republic | 230 | 199 | Comparable | Fair value per sqm €2–€2,615 (€14) | €2–€2,350 (€13) | |
| Prague | 294 | 311 | Comparable | Fair value per sqm €8–€3,195 (€290) | €8–€3,988 (€302) | |
| Gross development | ||||||
| Czech Republic | 9 | 9 | Residual value | Development margin 25.0% | 25.0% | |
| Landbank and Development | ||||||
| Landbank Bubny | 270 | 260 | Comparable | Fair value per sqm (€1,343) | (€1,294) | |
| Landbank Zbrojovka | 133 | 158 | Comparable | Fair value per sqm (€623) | (€688) | |
| Development appraisal | ||||||
| Development Vysočany | 13 | 12 | Comparable | Fair value per sqm (€2,161) | (€2,013) | |
| Development Prosta | 69 | 26 | Comparable | Fair value per sqm (€2,126) | €0 | |
| Total | 2,087 | 1,574 |
*acquisition of Polish offices
CPI FIM SA | 2024 CONSOLIDATED FINANCIAL STATEMENTS
| Fair value 2024 | Fair value 2023 | Valuation technique | Significant unobservable inputs | Range (weighted avg) 2024 | Range (weighted avg) 2023 |
|---|---|---|---|---|---|
The tables above are net of properties classified as assets held for sale, recent acquisitions and selected leased properties.
Appraisal for Bubny as at 31 December 2024
Bubny is a landbank with a size of over 202 thousand square meters and is located near Prague’s city centre. The majority of the site is currently not used. As of 31 December 2022, a valuation of the landbank was conducted by external valuation expert Jones Lang La Salle (“JLL”) using the comparable method. As of 30 June 2023, JLL transferred its existing businesses to iO Partners and created a Preferred Partnership in the Czech Republic, Hungary, Romania and Slovakia.# IO Partners have performed the valuation of the landbank as of 31 December 2024 and 2023, also using the comparable method. This method was based on 6 recently executed land site transactions in Prague, included in below table:
Comparative method 2024
| Zoning plan | Mixed use | Mixed use | Mixed use | Mixed use | Industrial -> Residential | Mixed use |
|---|---|---|---|---|---|---|
| Size (sqm) – approx. | 14,000 | 67,000 | 10,000 | 9,000 | 53,000 | 20,000 |
| Transacted price per sqm (EUR) | 1,200 | 900 | 2,900 | 2,100 | 800 | 2,000 |
Comparative method 2023
| Zoning plan | Mixed use | Mixed use | Mixed use | Mixed use | Industrial -> Residential | Mixed use |
|---|---|---|---|---|---|---|
| Size (sqm) – approx. | 44,000 | 67,000 | 10,000 | 9,000 | 53,000 | 20,000 |
| Transacted price per sqm (EUR) | 500 | 900 | 2,900 | 2,200 | 800 | 2,100 |
The fair value was determined by estimating the fair value per one square meter based on comparative land site transaction prices, adjusted for differences between comparative land sites and Bubny site. The adjustments provided for the following characteristics:
| Description | Average multiple used | Adjustment Range |
|---|---|---|
| Vicinity to the city centre, attractiveness of the area, public amenities. | 1.17 | 0.90 – 1.40 |
| Vehicular and pedestrian access to the property | 1.02 | 0.95 – 1.05 |
| Metro, tram and bus stops in the vicinity | 1.03 | 0.90 – 1.15 |
| Size of land plots | 0.84 | 0.80 – 0.90 |
| Old structures being present on the site, with potential historical protection. | 1.02 | 1 – 1.05 |
| Improvement of the market since the transaction, adjustment used for optimising dates of transactions to the date of valuation | 1.09 | 1 – 1.25 |
| Risk of floods based on flood map issued by the Association of Insurance Companies | 1.00 | 1.00 |
| Demand for flats in the location | 1.02 | 0.95 – 1.10 |
| Status of development (construction feasibility, land usability, construction ban, zoning / building permits etc.) | 0.85 | 0.70 – 1.30 |
| Adjustment factor due to too high price | 0.96 | 0.75 – 1.00 |
Sensitivity analysis of Bubny site
As the Bubny site was valued using the comparable method, the sensitivity analysis was prepared for two key adjustments: individual characteristics of the land & permits and size. For individual characteristics iO used the largest range of multiples, indicating a high level of judgement included in the adjustment estimate. Size adjustment is selected for sensitivity analysis because of the significance of differences in size between Bubny and comparative land sites.
| m EUR | |||
|---|---|---|---|
| Multiple size | 0.95 | 1.00 | 1.05 |
| Multiple | |||
| individual | |||
| characteristics | |||
| 0.95 | 239 | 255 | 271 |
| 1.00 | 255 | 271 | 288 |
| 1.05 | 271 | 288 | 305 |
Triggering and expected events for further development of the Bubny land bank
In December 2020, there was a new land study Holesovice-Bubny-Zatory approved. The study represents a basis for a change in the zoning plan which is expected to focus on the future growth of real estate in Prague through development inside the city rather than by growth outside the city’s existing borders. The study divides the Bubny area in several sectors with different use and potential for future development. The land bank owned by the Group was split to several blocks planned for residential and for commercial development, the northern part which is close to the railway line is planned for a public park. Total potential gross floor area attributable to the Group’s land bank in the study is approx. 530,000 sqm. Once the change in the zoning plan becomes legally binding, the construction ban is expected to be removed. These plans contribute to increasing public pressure on the authorities to allow development in Prague, particularly in the brownfield development areas.
Appraisal for Zbrojovka as at 31 December 2024
Zbrojovka is a brownfield/land bank with a size over 230 thousand square meters and is located in Brno, the Czech Republic. The majority of the site is currently not used (except for newly developed office buildings ZET office and D1). As of 31 December 2024, 2023, a valuation of the land bank was prepared by iO/JLL using the comparable method. The subject of this valuation does not include land that is part of ongoing developments (buildings D4, D2&D3, A and C). This method was lastly based on 6 recently executed land site transactions in Brno, included in below table:
Comparative method 2024
| 1 | 2 | 3 | 4 | 5 | 6 | |
|---|---|---|---|---|---|---|
| Zoning plan | Industrial -> Residential | Mixed use | Mixed use | Industrial -> Residential | Residential | Mixed use |
| Size (sqm) – approx. | 17,000 | 9,000 | 4,000 | 8,000 | 6,000 | 46,000 |
| Transacted price per sqm (EUR) | 600 | 400 | 400 | 700 | 500 | 400 |
Comparative method 2023
| 1 | 2 | 3 | 4 | 5 | 6 | |
|---|---|---|---|---|---|---|
| Zoning plan | Industrial -> Mixed use | Residential | Mixed use | Industrial -> Residential | Mixed use | Residential |
| Size (sqm) – approx. | 17,000 | 23,000 | 4,000 | 8,000 | 6,000 | 46,000 |
| Transacted price per sqm (EUR) | 600 | 500 | 400 | 700 | 500 | 400 |
The fair value was determined by estimating the fair value per one square meter based on comparative land site transaction prices, adjusted for differences between comparative land sites and Zbrojovka site. The adjustments provided for the following characteristics:
| Description | Average multiple used | Adjustment Range |
|---|---|---|
| Vicinity to the city centre, attractiveness of the area, public amenities. | 1.10 | 0.90 – 1.30 |
| Vehicular and pedestrian access to the property | 1.00 | 0.95 – 1.05 |
| Tram, trolleybus and bus stops in the vicinity | 1.03 | 0.90 – 1.20 |
| Size of land plots | 0.78 | 0.70 – 0.85 |
| Old structures being present on the site, with potential historical protection. | 1.02 | 0.95 – 1.10 |
| Improvement of the market since the transaction, adjustment used for optimising dates of transactions to the date of valuation | 1.09 | 1.05 – 1.20 |
| Risk of floods based on flood map issued by the Association of Insurance Companies | 0.98 | 0.95 – 1.05 |
| Demand for flats in the location | 1.02 | 0.95 – 1.10 |
| Status of development (construction feasibility, zoning / planning & permitsbuilding permits etc.) | 1.10 | 0.70 – 1.25 |
| Planning (land usability) | 1.23 | 1.10 – 1.35 |
| Usage of the land allowed by valid Master Plan |
Sensitivity analysis of Zbrojovka
As the Zbrojovka site was valued by the comparable method, the sensitivity analysis was prepared for two key adjustments: Individual characteristics of the land & permits and size. For permits iO used the largest range of multiples, indicating high level of judgement included in the adjustment estimate. Size adjustment is selected for sensitivity analysis because of the significance of differences in size between Zbrojovka and comparative land sites.
| m EUR | |||
|---|---|---|---|
| Multiple | 0.95 | 1.00 | 1.05 |
| size | |||
| Multiple | |||
| permits | |||
| 0.95 | 123 | 128 | 133 |
| 1.00 | 128 | 133 | 139 |
| 1.05 | 133 | 139 | 144 |
Triggering and expected events for further development of Zbrojovka landbank
Zbrojovka (former armoury factory) is classified as development for over the last 4 years. In December 2020, there were final changes to master plan approved. The master plan defines all the main urbanistic, technical and infrastructure links of the area. Development expects residential, office and public amenities with expected gross floor area of over 500,000 sqm. The budgeted timeline for the development of the whole area is between 10 and 15 years. As of the valuation date, vast of the former structures were removed. The development of the area is divided into 8 phases in separate areas. The first phase started in 2022 in the southern part of the landbank.
Other landbanks
The other land banks which were valued by the comparable method have a total fair value of EUR 524.0 million and EUR 510.0 million as at 31 December 2024 and 2023 and a size of 18 million sqm. As these land banks differ significantly in various parameters (such as current zoning, location & micro-location, existence of structures, access etc.) no further disaggregation was performed. Smaller part of landbanks was valued by residual method with total fair value of EUR 9.0 million as at 31 December 2024 (EUR 9.0 million as at 31 December 2023) and a size of 15 thousands sqm as at 31 December 2024 (15 thousands sqm as at 31 December 2023). The sensitivity analysis for assets where the fair value was determined by comparative method was not prepared, as the potential change in inputs (such as change of multiples etc.) would result in equal or direct change in outputs.
Sensitivity analysis on changes in assumptions of property valuations
The Group has performed a sensitivity analysis on changes in assumptions of property valuation. The significant unobservable inputs used in fair value measurement categorised within level 3 of the fair value hierarchy of the Group portfolio are:
* equivalent yield or discount rate;
* estimated rental value (ERV) for rental asset;
* development margin/profit for development.# CPI FIM SA | 2024 CONSOLIDATED FINANCIAL STATEMENTS
Change of the valuation rates would result in the following fair values – analysis of the portfolio of assets valued by discounted cash flow, income capitalisation method and development appraisal:
As at 31 December 2024
| ERV | Czech Republic – Retail – DCF | Czech Republic – Office – DCF | Discount rate | Discount rate |
|---|---|---|---|---|
| m EUR | (0.25%) – 0.25% | (0.25%) – 0.25% | (5.00%) | 6.60, 6.40, 6.10 |
| (5.00%) | 4.50, 4.40, 4.20 | |||
| ERV | –7.00, 6.70, 6.40 | –4.80, 4.60, 4.40 | 5.00% | 7.30, 7.00, 6.80 |
| 5.00% | 5.00, 4.80, 4.70 |
| Czech Republic Landbank as a development | m EUR |
|---|---|
| Developer’s Profit (5.00%) | 10.23 |
| Developer’s Profit (2.50%) | 9.59 |
| Developer’s Profit – | 8.97 |
| Developer’s Profit 2.50% | 8.37 |
| Developer’s Profit 5.00% | 7.80 |
| ERV | ERV | Poland – Office – Income capitalisation | Complementary – Hotels – DCF | Poland – Retail – Income capitalisation | Yield | Discount rate | Yield |
|---|---|---|---|---|---|---|---|
| m EUR | (0.25%) – 0.25% | (0.25%) – 0.25% | (0.25%) – 0.25% | (5.00%) | 904.48, 78.58, 54.4 | (5.00%) | 26.16, 25.50, 24.89 |
| (5.00%) | 98.09, 4.89, 1.7 | ERV | –945.19, 19.58, 95.3 | ||||
| –26.16, 25.50, 24.89 | –106.5, 103.2, 100.2 | 5.00% | 985.99, 60.39, 36.3 | 5.00% | 26.16, 25.50, 24.89 | 5.00% |
As at 31 December 2023
| ERV | ERV | Czech Republic – Retail – DCF | Czech Republic – Office – DCF | Discount rate | Discount rate |
|---|---|---|---|---|---|
| m EUR | (0.25%) – 0.25% | (0.25%) – 0.25% | (5.00%) | 1.77, 1.69, 1.62 | |
| (5.00%) | 4.60, 4.50, 4.30 | ||||
| ERV | –1.86, 1.78, 1.70 | –4.90, 4.70, 4.50 | 5.00% | 1.95, 1.87, 1.79 | |
| 5.00% | 5.10, 4.90, 4.80 |
| Czech Republic Landbank as a development | m EUR |
|---|---|
| Developer’s Profit (5.00%) | 10.38 |
| Developer’s Profit (2.50%) | 9.74 |
| Developer’s Profit – | 9.14 |
| Developer’s Profit 2.50% | 8.55 |
| Developer’s Profit 5.00% | 7.99 |
| Poland – Office – Income capitalisation | Complementary – Hotels – DCF | Yield | Discount rate |
|---|---|---|---|
| m EUR | (0.25%) – 0.25% | (0.25%) – 0.25% | (5.00%) |
| (5.00%) | |||
| ERV | –564.55, 41.75, 20.7 | –25.60, 24.95, 24.35 | 5.00% |
| 5.00% |
8 Litigations
Kingstown dispute in Luxembourg
On 20 January 2015, the Company was served with a summons containing petition of the three companies namely Kingstown Partners Master Ltd. of the Cayman Islands, Kingstown Partners II, LP of Delaware and Ktown LP of Delaware (together referred to as „Kingstown“), claiming to be the shareholders of CPI FIM SA, filed with the Tribunal d´Arrondissement de et a Luxembourg (the “Luxembourg Court”). The petition seeks condemnation of CPIPG, CPI FIM and certain members of CPI FIM SA’s board of directors as jointly and severally liable to pay damages in the amount of EUR 14.5 million and compensation for moral damage in the amount of EUR 5 million. According to Kingstown’s allegation the claimed damage has arisen as a consequence of inter alia alleged violation of CPI FIM’s minority shareholders rights. The Management of the Company has been taking all available legal actions to oppose these allegations in order to protect the corporate interest as well as the interest of its shareholders. Accordingly, the parties sued by Kingstown raised the exceptio judicatum solvi plea, which consists in requiring the entity who initiated the proceedings and who does not reside in the European Union or in a State which is not a Member State of the Council of Europe to pay a legal deposit to cover the legal costs and compensation procedure. On 19 February 2016 the Luxembourg Court rendered a judgement, whereby each claimant has to place a legal deposit in the total amount of EUR 90 thousand with the “Caisse de Consignation” in Luxembourg in order to continue the proceedings. Kingstown paid the deposit in January 2017, and the litigation is pending. In October 2018, Kingstown's legal advisers filed additional submission to increase the amount of alleged damages claimed to EUR 157.0 million, without prejudice to interest. The Company continues to believe the claim is without merit. On 21 June 2019 the Company received a first instance judgment, which declared that a claim originally filed by Kingstown in 2015 was null and void against CPIPG. The Court dismissed the claim against CPIPG because the claim was not clearly pleaded (“libellé obscur”). Specifically, Kingstown did not substantiate or explain the basis of their claim against CPIPG and failed to demonstrate how CPIPG committed any fault. In December 2020, the Luxembourg Court declared that the inadmissibility of the claim against CPIPG and certain other defendants has not resulted in the inadmissibility of the litigation against the Company and the remaining defendants. Some defendants have decided to appeal against this judgment of which declared the claim admissible against CPI FIM. On 28 March 2023 the court of appeal has rejected the appeal and therefore the case will be heard on the merits before the first instance Luxembourg Court during 2025.
Disputes related to warrants issued by the Company
CPI FIM was sued by holders of the warrants holders of 2014 Warrants registered under ISIN code XS0290764728 (the “2014 Warrants“). The first group of the holders of the Warrants sued CPI FIM for approximately EUR 1.2 million in relation to the Change of Control Notice published by CPI FIM, notifying the holders of the 2014 Warrants that the Change of Control, as defined in the Securities Note and the Summary for the 2014 Warrants, occurred on 8 June 2016. The second holder of the 2014 Warrants sued CPI FIM for approximately EUR 1 million in relation to the alleged change of control which allegedly occurred in 2013. These litigations are pending. CPI FIM is defending itself against these lawsuits. It is reminded that in accordance with the judgement of the Paris Commercial Court pronounced on 26 October 2015 concerning the termination of the CPI FIM’s Safeguard Plan, liabilities that were admitted to the Safeguard, but are conditional or uncalled (such as uncalled bank guarantees, conditional claims of the holders of 2014 Warrants registered under ISIN code XS0290764728, provided that they were admitted to the Safeguard plan), will be paid according to their contractual terms. Pre-Safeguard liabilities that were not admitted to the CPI FIM’s Safeguard will be unenforceable. As such, only claims of holders of the 2014 Warrants, whose potential claims were admitted to the CPI FIM’s Safeguard Plan, could be considered in respect of the present Change of Control. Claims of holders of the 2014 Warrants that were not admitted to the CPI FIM’s Safeguard will be unenforceable against CPI FIM. To the best of Company’s knowledge, none of the holders of the 2014 Warrants who sued CPI FIM filed their claims 2014 Warrants related claims in the CPI FIM’s Safeguard Plan. On 9 March 2023 the Luxembourg Court issued a judgment, rejecting the claims of the holders of the 2014 Warrants. The Luxembourg Court confirmed that any claim in relation to the change of control provision had to be made, in accordance with the provisions of the Paris Commercial Code, within 2 months as from the date of publication of the judgement opening the Safeguard Procedure in the French Official Gazette. Since the claimants did not comply with this obligation, their claim for payment under the change of control provision is not well-founded and has to be rejected. The claimants did not appeal and the case is closed now.
9 Capital and other commitments
The Group has capital commitments of EUR 72.4 million and EUR 16.7 million in respect of capital expenditures contracted as at 31 December 2024 and 2023, respectively.
10 Related party transactions
Transactions with key management personnel
Total compensation given as short-term employee benefits to the top managers was EUR 438 thousand and EUR 405 thousand in 2024 and 2023, respectively. The Board and Committee’s attendance compensation was EUR 62 thousand and EUR 36 thousand in 2024 and 2023.
Breakdown of balances and transactions with related of the Group
| Majority shareholder of the Group | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Trade receivables | – | 2,778 |
| Management | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Other current payables | – | 12 |
| Advances received | – | 131 |
| Transactions | ||
|---|---|---|
| Other operating expenses | –(36) |
| Entities over which the majority shareholder has control | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Trade receivables | 25 | 22 |
| Transactions | ||
| Rental income | 16 | 20 |
| Other operating income | 30 | 30 |
| Interest income (refer below for the detail) | 3,045 | 158 |
| Entities controlled by members of the Board of Directors | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Trade payables | 11 | 1 |
| Transactions | ||
| Interest income (refer below for the detail) | 5 | 3 |
| CPI Property Group | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Loans provided non-current (refer below for the detail) | 3,494,197 | 4,325,062 |
| Loans provided current (refer below for the detail) | 234,400 | 719,187 |
| Trade receivables | 22,445 | 1,184 |
| Other current receivables | 250,324 | 204,374 |
| Loans received non-current (refer below for the detail) | 3,651,464 | 4,633,435 |
| Loans received current (refer below for the detail) | 168,548 | 183,368 |
| Trade payables | 9,963 | 11,564 |
| Other current liabilities | 354,947 | 359,140 |
| Transactions | ||
| Service revenue | 5,385 | 1,022 |
| Advisory services | (3,822) | (4,115) |
| Interest income (refer below for the detail) | 225,635 | 261,040 |
| Interest expense (refer below for the detail) | (147,451) | (139,241) |
| Joint venture | 31 December 2024 | 31 December 2023 |
|---|---|---|
| Loans provided non-current (refer below for the detail) | 7,560 | 8,617 |
| Loans provided current (refer below for the detail) | 848 | 9 |
| Transactions | ||
| Interest income (refer below for the detail) | 54 | 21,062 |
Non-current loans provided to related parties
| CPI Property Group | 31 December 2024 | 31 December 2023 |
|---|---|---|
| 1 Bishops Avenue Limited | 125,747 | 129,973 |
| Andrássy Hotel Zrt. | 3,582 | 3,845 |
| Balvinder, a.s. | 3,042 | 3,038 |
| Baudry Beta, a.s. | – | 10,326 |
| BAYTON Alfa, a.s. | 12,742 | 16,090 |
| Best Properties South, a.s. | – | 67,354 |
| BPT Development, a.s. | 12 | 12 |
| Brno Property Invest I., s.r.o. | 3 | – |
| Brno Property Invest II., s.r.o. | 2 | – |
| Březiněves, a.s. | 1,039 | 1,083 |
| CAMPONA Shopping Center Kft. | 23,562 | 51,016 |
| Carpenter Invest, a.s. | 3,233 | 2,574 |
| Chuchle Arena Praha, s.r.o. (merged with V Team Prague, s.r.o.) | 7,705 | 136 |
| Conradian, a.s. | 5,969 | 5,163 |
| CPI – Horoměřice, a.s. | 645 | 8 |
| CPI – Orlová, a.s. | 1,144 | 1,045 |
| CPI – Real Estate, a.s. | – | 2,573 |
| CPI – Zbraslav, a.s. | 99 | 192 |
| CPI Beet, a.s. | ||
| # CPI FIM SA | 2024 CONSOLIDATED FINANCIAL STATEMENTS | |
| # CPI Property Group | ||
| # 31 December 2024 | ||
| # 31 December 2023 |
Total loans provided non-current – related parties
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| CPI Black, s.r.o. | 1,934 | |
| CPI Blatiny, s.r.o. (formerly CPI Tercie, s.r.o.) | 3,385 | 3,211 |
| CPI BYTY, a.s. | 58,698 | 72,088 |
| CPI Development Services, s.r.o. (formerly Brno Development Services, s.r.o.) | 2,728 | 13,243 |
| CPI Energo, a.s. | 114 | 866 |
| CPI Facility Slovakia, a.s. | 2,076 | 3,077 |
| CPI Green, a.s. | 6,840 | 2,554 |
| CPI Hotels, a.s. | – | (18,024) |
| CPI Hotels Properties, a.s. | – | (15,818) |
| CPI IMMO, S.a.r.l. | 3,739 | |
| CPI Kappa, s.r.o. | 1,038 | 1,056 |
| CPI Management, s.r.o. | 2,063 | 1,148 |
| CPI Národní, s.r.o. | – | (82,734) |
| CPI Park Jablonné v Podještědí, s.r.o. | 540 | 271 |
| CPI PROPERTY GROUP S.A. | 2,400,365 | 2,455,017 |
| CPI Reality, a.s. | 35,785 | 37,414 |
| CPI Retail One Kft. | 2,742 | 4,261 |
| CPI Retail Portfolio Holding Kft. | 1,865 | 14,273 |
| CPI Sekunda, s.r.o. | 939 | 1,509 |
| CPI Septima, s.r.o. | 16 | |
| CPI Services, a.s. | 15,183 | |
| CPI Shopping Teplice, a.s. | – | (42,969) |
| CPI Silver, a.s. | 2,201 | |
| CPI Smart Power, a.s. | 471 | 405 |
| CPI Solar ONE, a.s. | 162 | |
| CPI Solar Slovakia ONE, s.r.o. | 9 | |
| CPI Žabotova, a.s. | 3,811 | 4,188 |
| CPIPG Management S.à r.l. | 157,266 | 165,948 |
| Czech Property Investments, a.s. | 113,271 | 439,462 |
| Eclair Blue, s.r.o. | 2,549 | 815 |
| EMH South, s.r.o. | 4,537 | 5,321 |
| Karpouzisi S.à r.l. (formerly ENDURANCE HOSPITALITY FINANCE S.à r.l.) | 8,043 | 8,043 |
| Europeum Kft. | – | (21,087) |
| Farhan, a.s. | – | (53,266) |
| FL Property Development, a.s. | 188 | 195 |
| FVE Dělouš, s.r.o. | 5,384 | |
| FVE Radkyně, s.r.o. | 3,977 | |
| FVE roofs & grounds, s.r.o. | 6,827 | 4,105 |
| HD Investment s.r.o. | 12 | |
| Hightech Park Kft. | 3,212 | 3,756 |
| Hraničář, a.s. | 13,701 | 13,557 |
| IS Nyír Ingatlanhasznosítóés Vagyonkezelo Kft. | – | (2,832) |
| IS Zala Ingatlanhasznosítóés Vagyonkezelo Kft. | – | (7,446) |
| Janáčkovo nábřeží 15, s.r.o. | 7,349 | 7,615 |
| Kerina, a.s. | – | |
| KOENIG Shopping, s.r.o. | 40,827 | 44,701 |
| Kunratická farma, s.r.o. | 913 | 1,901 |
| LD Praha, a.s. | 3,859 | 4,363 |
| Lockhart, a.s. | – | (22,066) |
| Marcano, a.s. | 14,860 | 24,493 |
| Marissa Tau, a.s. | – | (15,851) |
| Marissa Théta, a.s. | 154 | |
| Marissa West, a.s. | 33,859 | 42,535 |
| MARRETIM s.r.o. | 325 | 414 |
| MUXUM, a.s. | – | (7,161) |
| Na Poříčí, a.s. | – | (28,735) |
| New Age Kft. | 1,449 | 1,360 |
| Notosoaria, s.r.o. | – | (23,702) |
| Nymburk Property Development, a.s. | 1,124 | 435 |
| Olomouc Building, a.s. | – | (19,996) |
| Orchard Hotel a.s. | 5,065 | 5,821 |
| Outlet Arena Moravia, s.r.o. | 41 | |
| OZ Trmice, a.s. | 3,748 | 1,530 |
| Ozrics Kft. | 4,098 | 2,976 |
| Platnéřská 10 s.r.o. | 998 | 6 |
| Pólus Shopping Center Zrt. | 54,288 | 60,990 |
| Projekt Nisa, s.r.o. | 70,898 | 72,698 |
| Prostějov Investments, a.s. | 3,082 | 2,608 |
| Real Estate Energy Kft. | – | (26) |
| Residence Belgická, s.r.o. | 1,568 | |
| Residence Izabella, Zrt. | 3,207 | 3,502 |
| Rezidence Jančova, s.r.o. | 1,320 | 1,486 |
| Rezidence Malkovského, s.r.o. | – | (4,632) |
| RISING FALCON HOLDING LIMITED | 44,630 | |
| Savile Row 1 Limited | 87,211 | 77,965 |
| SCP Reflets | 8,507 | 8,823 |
| Seattle, s.r.o. | 8,438 | 8,008 |
| Sentreta, a.s. | 1,275 | |
| Spojené farmy a.s. | 4,048 | 2,645 |
| Statek Kravaře, a.s. | 794 | 723 |
| Statenice Property Development, a.s. | 1,502 | 2,937 |
| Tachov Investments, s.r.o. | 374 | 5 |
| Telč Property Development, a.s. | 6 | |
| Uchaux Limited | 16,367 | 14,381 |
| Vigano, a.s. | 12,363 | 13,091 |
| Vulpixo, s.r.o. | 4 | |
| Závodiště Chuchle, a.s. (merged with Turf Praha a.s.) | 2,875 | |
| Total loans provided non-current – related parties | 3,494,197 | 4,325,062 |
| Joint venture Uniborc S.A. | 7,560 | 8,617 |
| Total | 3,501,757 | 4,333,679 |
Current loans provided to related parties
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Andrássy Hotel Zrt. | 687 | 2 |
| Balvinder, a.s. | 353 | 5 |
| Baudry Beta, a.s. | – | (373) |
| BAYTON Alfa, a.s. | 188 | 253 |
| Best Properties South, a.s. | – | (1,189) |
| Březiněves, a.s. | 202 | 2 |
| CAMPONA Shopping Center Kft. | 2,455 | 1,172 |
| Carpenter Invest, a.s. | 504 | 0 |
| Chuchle Arena Praha, s.r.o. (merged with V Team Prague, s.r.o.) | 301 | – |
| Conradian, a.s. | 958 | 3 |
| CPI – Horoměřice, a.s. | 11 | – |
| CPI – Orlová, a.s. | 312 | 28 |
| CPI – Real Estate, a.s. | – | (31) |
| CPI – Zbraslav, a.s. | 38 | – |
| CPI Beet, a.s. | 65 | – |
| CPI Black, s.r.o. | 94 | – |
| CPI Blatiny, s.r.o. (formerly CPI Tercie, s.r.o.) | 928 | 87 |
| CPI BYTY, a.s. | 585 | 772 |
| CPI Development Services, s.r.o. (formerly Brno Development Services, s.r.o.) | 161 | 186 |
| CPI Energo, a.s. | 240 | – |
| CPI Facility Slovakia, a.s. | 28 | 153 |
| CPI Green, a.s. | 278 | 46 |
| CPI Hotels, a.s. | – | (258) |
| CPI Hotels Properties, a.s. | – | (323) |
| CPI IMMO, S.a.r.l. | 983 | 3,782 |
| CPI Kappa, s.r.o. | 17 | 17 |
| CPI Management, s.r.o. | 21,194 | 32 |
| CPI Národní, s.r.o. | – | (1,806) |
| CPI Park Jablonné v Podještědí, s.r.o. | 918 | – |
| CPI PROPERTY GROUP S.A. | 172,883 | 668,489 |
| CPI Reality, a.s. | 607 | 1,485 |
| CPI Retail One Kft. | 141 | 164 |
| CPI RETAIL PORTFOLIO HOLDING Kft. | 114 | 450 |
| CPI Sekunda, s.r.o. | 17 | 29 |
| CPI Services, a.s. | 318 | – |
| CPI Silver, a.s. | 95 | – |
| CPI Shopping Teplice, a.s. | – | (754) |
| CPI Smart Power, a.s. | 288 | – |
| CPI Solar ONE, a.s. | 7 | – |
| CPI Žabotova, a.s. | 778 | 85 |
| CPIPG Management S.à r.l. | 10,256 | 8,653 |
| Czech Property Investments, a.s. | 11,763 | 6,727 |
| Eclair Blue, s.r.o. | 58 | 17 |
| EMH South, s.r.o. | 799 | 93 |
| Europeum Kft. | – | (417) |
| Farhan, a.s. | – | (956) |
| FL Property Development, a.s. | 33 | – |
| FVE Dělouš, s.r.o. | 315 | – |
| FVE Radkyně, s.r.o. | 122 | – |
| FVE roofs & grounds, s.r.o. | 50 | 163 |
| Hightech Park Kft. | 576 | 3 |
| Hospitality Invest S.a r.l. | 225 | 191 |
| Hraničář, a.s. | 191 | 188 |
| IS Nyír Kft. | – | (59) |
| IS Zala Kft. | – | (165) |
| Janáčkovo nábřeží 15, s.r.o. | 92 | 95 |
| Kerina, a.s. | – | (6,205) |
| KOENIG Shopping s.r.o. | 733 | 807 |
| Kunratická farma, s.r.o. | 236 | 128 |
| LD Praha, a.s. | 364 | 1 |
| Lockhart, a.s. | – | (308) |
| Marcano, a.s. | 3,198 | 158 |
| Marissa Tau, a.s. | – | (260) |
| Marissa Théta, a.s. | 226 | 1 |
| Marissa West, a.s. | 602 | 7,499 |
| MARRETIM s.r.o. | 56 | – |
| MUXUM, a.s. | – | (84) |
| Na Poříčí, a.s. | – | (511) |
| New Age Kft. | 263 | 1 |
| Notosoaria, s.r.o. | – | (851) |
| Nymburk Property Development, a.s. | 203 | 2 |
| Olomouc Building, a.s. | – | (371) |
| Orchard Hotel a.s. | 92 | 105 |
| Outlet Arena Moravia, s.r.o. | 1 | – |
| OZ Trmice, a.s. | 87 | 65 |
| Ozrics, Kft. | 118 | 51 |
| Platnéřská 10 s.r.o. | 21 | – |
| Pólus Shopping Center Zrt. | 1,187 | 1,331 |
| Projekt Nisa, s.r.o. | 1,305 | 1,267 |
| Prostějov Investments, a.s. | 61 | 104 |
| Real Estate Energy Kft. | – | 1 |
| Residence Belgická, s.r.o. | 221 | 1,519 |
| Residence Izabella, Zrt. | 69 | 76 |
| Rezidence Jančova, s.r.o. | 37 | 42 |
| Rezidence Malkovského, s.r.o. | – | (138) |
| RISING FALCON HOLDING LIMITED | 2,449 | – |
| SCP Reflets | 57 | 56 |
| Seattle, s.r.o. | 122 | 65 |
| Sentreta, a.s. | 34 | – |
| Spojené elektrárny, s.r.o. | – | (15) |
| Spojené farmy a.s. | 90 | 47 |
| Statek Kravaře, a.s. | 40 | 17 |
| Statenice Property Development, a.s. | 22 | 5 |
| Tachov Investments, s.r.o. | 11 | – |
| Tyršova 6, a.s. | – | (3,340) |
| Vigano, a.s. | 193 | 205 |
| Závodiště Chuchle, a.s. (merged with Turf Praha a.s.) | 41 | – |
| Total loans provided current – related parties | 234,400 | 719,187 |
| Joint venture Uniborc S.A. | 848 | 89 |
| Total | 234,484 | 719,276 |
Other current receivables (Cash pool)
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Andrassy Hotel Zrt. | 117 | 774 |
| Balvinder, a.s. | 7 | 2 |
| Baudry Beta, a.s. | – | (211) |
| BAYTON Alfa, a.s. | 292 | 6,005 |
| Best Properties South, a.s. | – | (168) |
| BRNO INN, a.s. | 82 | – |
| Březiněves, a.s. | 23 | 2 |
| CPI – Bor, a.s. | 572 | 1,091 |
| CPI – Real Estate, a.s. | – | 6 |
| CPI – Zbraslav, a.s. | 13 | 14 |
| CPI Beet, a.s. | 23 | 15 |
| CPI BYTY, a.s. | 105 | 611 |
| CPI Development Services, s.r.o. (formerly Brno Development Services, s.r.o.) | 34 | 622 |
| CPI Energo Slovakia, s.r.o. | 66 | – |
| CPI Energo, a.s. | 432 | 8,121 |
| CPI Facility Management Kft. | 183 | 256 |
| CPI Hotels Properties, a.s. | – | (39) |
| CPI Hungary Kft. | 177 | 2,376 |
| CPI Kappa, s.r.o. | 26 | 17 |
| CPI Management, s.r.o. | – | (132) |
| CPI Národní, s.r.o. | – | (515) |
| CPI Poland Property Management sp. z o.o. | 77 | 21,219 |
| CPI Poland Sp. z o.o. | 6,606 | 6,668 |
| CPI PROPERTY GROUP S.A. | 19,786 | 4,085 |
| CPI Property, s.r.o. | 63 | 13 |
| CPI Services, a.s. | 15,049 | 17,163 |
| CPI Shopping Teplice, a.s. | – | (622) |
| CPI Smart Power, a.s. | 215 | – |
| CPIPG Management S.à r.l. | 609 | 570 |
| CT Development sp. z o.o. | 58 | 1 |
| Czech Property Investments, a.s. | 418 | 131 |
| Diana Development sp. z o.o. | 609 | 428 |
| EMH South, s.r.o. | 30 | 26 |
| Hightech Park Kft. | 48 | – |
| Hospitality invest S.à r.l. | – | 1 |
| HOTEL U PARKU, s.r.o. | 32 | – |
| Hraničář, a.s. | 512 | 121 |
| Equator II Development sp. z o.o. | – | (807) |
| Equator Real sp. z o.o. | – | (477) |
| Europeum Kft. | – | (157) |
| Farhan, a.s. | – | (1,078) |
| GCA Property Development sp. z o.o. | – | (2,574) |
| IS Nyír Kft. | – (86) | |
| IS Zala Kft. | – (99) | |
| Janáčkovo nábřeží 15, s.r.o. | 43 5 | |
| Kerina, a.s. | – (8) | |
| KOENIG Shopping, s.r.o. | 54 65 | |
| LD Praha, a.s. | 32 – | |
| Le Regina Warsaw Sp. z o.o. | 41 – | |
| Lockhart, a.s. | – (6) | |
| Marissa West, a.s. | 570 295 | |
| MARRETIM s.r.o. | 12 – | |
| Moniuszki Office sp. z o.o. | 1,108 785 | |
| MUXUM, a.s. | – (2) | |
| New Age Kft. | 32 17 | |
| Nymburk Property Development, a.s. | 88 11 | |
| Olomouc Building, a.s. | – (150) | |
| Orchard Hotel a.s. | 42 – | |
| Oxford Tower sp. z o.o. | – (4,174) | |
| OZ Trmice, a.s. | 15 39 | |
| Ozrics Kft. | – (35) | |
| Platnéřská 10 s.r.o. | 54 – | |
| Projekt Nisa, s.r.o. | 7,122 1,479 | |
| Prosta 69 Sp. z o.o. | – (244) | |
| Real Estate Energy Kft. | 1,959 1,617 | |
| Residence Belgická, s.r.o. | 32 – | |
| Residence Izabella Zrt. | 114 66 | |
| Tepelné hospodářství Litvínov s.r.o. | 24 117 | |
| Tyršova 6, a.s. | – (2) | |
| Total | 58,340 | 50,930 |
Non-current financial debts received from related parties
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| BRNO INN, a.s. | 582 | 2,888 |
| Brno Property Development, a.s. | 817 | 17,492 |
| CPI – Bor, a.s. | 11,468 | 26,860 |
| CPI Facility Management Kft. | 413 | 529 |
| CPI Finance CEE, a.s. | – 72 | |
| CPI Group Services, a.s. | 777 6 | |
| CPI PROPERTY GROUP S.A. | 3,094,059 | 4,018,197 |
| CPI Septima, s.r.o. | 19,853 | – |
| Czech Property Investments, a.s. | 140 – | |
| Europeum Kft. | 11,265 – | |
| Gebauer Höfe Liegenschaften GmbH | 25,541 24,118 | |
| GSG ARMO Verwaltungsgesellschaft mbH | 37,802 39,500 | |
| GSG Asset GmbH & Co. Verwaltungs KG | 771 14,134 | |
| GSG Berlin GmbH (formerly Gewerbesiedlungs-Gessellschaft mbH) | 80,619 76,128 | |
| GSG Berlin Invest GmbH | 36,782 34,733 | |
| GSG Gewerbehöfe Berlin 1. GmbH & Co. KG | 5,362 22,468 | |
| GSG Gewerbehöfe Berlin 2. GmbH & Co. KG | 15,749 23,310 | |
| GSG Gewerbehöfe Berlin 3. GmbH & Co. KG | 75,067 76,726 | |
| GSG Gewerbehöfe Berlin 4. GmbH & Co. KG | 20,931 31,831 | |
| GSG Gewerbehöfe Berlin 5. GmbH & Co. KG | 64,226 60,648 | |
| Jetřichovice Property, a.s. | – 219 | |
| PROJECT FIRST a.s. | – 3,287 | |
| Real Estate Energy Kft. | 3,918 5,741 | |
| Rizeros, a.s. | 717 3 | |
| ST Project Limited | 144,936 166,284 | |
| Tepelné hospodářství Litvínov s.r.o. | 1,015 721 | |
| Total | 3,651,464 | 4,633,435 |
Current financial debts received from related parties
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| BRNO INN, a.s. | 114 | – |
| Brno Property Development, a.s. | 24,819 | 131 |
| Byty Lehovec, s.r.o. | 1,197 | 1,217 |
| CPI – Bor, a.s. | 187 | 193 |
| CPI – Zbraslav, a.s. | – 1 | |
| CPI Facility Management Kft. | 57 | – |
| CPI Finance CEE, a.s. | 721 – | |
| CPI Group Services, a.s. | 11 – | |
| CPI Hungary Investments Kft. | 7,143 5,598 | |
| CPI Hungary Kft. | 1,011 – | |
| CPI PROPERTY GROUP S.A. | 99,752 128,649 | |
| CPI Septima, s.r.o. | 124 – | |
| Czech Property Investments, a.s. | 196 25,777 | |
| Europeum Kft. | 24 – | |
| Gebauer Höfe Liegenschaften GmbH | 1,511 1,423 | |
| GSG ARMO Verwaltungsgesellschaft mbH | 2,347 562 | |
| GSG Asset GmbH & Co. | ... | ... |
| ```# CPI FIM SA | 2024 CONSOLIDATED FINANCIAL STATEMENTS |
CPI Property Group
Other current liabilities (Cash pool)
| 31 December 2024 | 31 December 2023 | |
|---|---|---|
| Andrassy Hotel Zrt. | 237 | 265 |
| Atrium Complex sp. z o.o. | – | 801 |
| Balvinder, a.s. | – | 4 |
| Baudry Beta, a.s. | – | 478 |
| BAYTON Alfa, a.s. | 251 | – |
| Best Properties South, a.s. | – | 835 |
| BRNO INN, a.s. | 210 | 238 |
| CAMPONA Shopping Center Kft. | – | 1,026 |
| Central Tower 81 sp. z o.o. | – | 458 |
| City Gardens Sp. z o.o. | – | 2,234 |
| CPI – Bor, a.s. | 816 | 673 |
| CPI – Real Estate, a.s. | –166 | – |
| CPI – Zbraslav, a.s. | 131 | 47 |
| CPI BYTY, a.s. | 583 | 3,664 |
| CPI Development Services, s.r.o. (formerly Brno Development Services, s.r.o.) | 2,398 | 1 |
| CPI Energo, a.s. | 2,841 | 2,867 |
| CPI Facility Slovakia, a.s. | 441 | 272 |
| CPI Hotels Properties, a.s. | –1 | – |
| CPI Hungary Investments Kft. | 1,819 | 1,595 |
| CPI Hungary Kft. | 322 | – |
| CPI Management, s.r.o. | 2,004 | 507 |
| CPI Národní, s.r.o. | –1,646 | – |
| CPI Poland Property Management sp. z o.o. | 1,856 | 1,461 |
| CPI Poland Sp. z o.o. | 5,634 | 7,186 |
| CPI Property Group S.A. | –1,693 | – |
| CPI Property, s.r.o. | 2,429 | – |
| CPI Reality, a.s. | 437 | 1,365 |
| CPI Retail One Kft. | –1,104 | – |
| CPI Services, a.s. | 2,827 | 3,492 |
| CPI Shopping Teplice, a.s. | –904 | – |
| CPI Žabotova, a.s. | 761 | 108 |
| CT Development sp. z o.o. | 3,594 | 218 |
| Czech Property Investments, a.s. | –2,075 | – |
| EMH South, s.r.o. | 217 | 209 |
| Europeum Kft. | –1,153 | – |
| Farhan, a.s. | –1,108 | – |
| Gadwall, Sp. z o.o. | –309 | – |
| Hightech Park Kft. | 532 | 1 |
| HOTEL U PARKU, s.r.o. | 589 | 3 |
| Hraničář, a.s. | –106 | – |
| IS Nyír Kft. | –122 | – |
| IS Zala Kft. | –351 | – |
| Janáčkovo nábřeží 15, s.r.o. | 80 | – |
| KOENIG Shopping, s.r.o. | 1,016 | 444 |
| LD Praha, a.s. | 93 | 157 |
| Le Regina Warsaw Sp. z o.o. | 237 | 184 |
| Lockhart, a.s. | –180 | – |
| Marissa Tau, a.s. | –453 | – |
| Marissa Théta, a.s. | –35 | – |
| Marissa West, a.s. | –8 | – |
| MARRETIM s.r.o. | 201 | 9 |
| Moniuszki Office sp. z o.o. | –189 | – |
| MUXUM, a.s. | –168 | – |
| Na Poříčí, a.s. | –368 | – |
| New Age Kft. | 88 | 1 |
| Nymburk Property Development, a.s. | 1,545 | 402 |
| Orchard Hotel a.s. | 127 | 85 |
| OZ Trmice, a.s. | 327 | 355 |
| Pólus Shopping Center Zrt. | –1,511 | – |
| Projekt Nisa, s.r.o. | 1,811 | 1,256 |
| Prosta 69 Sp. z o.o. | –29 | – |
| Real Estate Energy Kft. | 2,622 | 122 |
| Residence Belgická, s.r.o. | 163 | 3 |
| Residence Izabella Zrt. | 456 | 9 |
| Tepelné hospodářství Litvínov s.r.o. | 11 | – |
| Tyršova 6, a.s. | –85 | – |
| Total | 37,134 | 47,447 |
Interest income from related parties
| 2024 | 2023 | |
|---|---|---|
| 1 Bishops Avenue Limited | 4,045 | 4,802 |
| Andrássy Hotel Zrt. | 281 | 296 |
| Andrássy Real Kft. | – | 146 |
| Atrium Complex sp. z o.o. | – | 1 |
| Balvinder, a.s. | 139 | 143 |
| Baudry Beta, a.s. | 232 | 784 |
| BAYTON Alfa, a.s. | 943 | 950 |
| Best Properties South, a.s. | 800 | 5,030 |
| BPT Development, a.s. | 1 | – |
| BRNO INN, a.s. | – | 1 |
| Březiněves, a.s. | 861 | 114 |
| CAMPONA Shopping Center Kft. | 3,876 | 4,665 |
| Carpenter Invest, a.s. | 192 | 162 |
| CD Property s.r.o. | – | 239 |
| Ceratopsia, a.s. | –437 | – |
| Conradian, a.s. | 367 | 332 |
| CPI – Bor, a.s. | 548 | 1,131 |
| CPI – Horoměřice, a.s. | 44 | – |
| CPI – Orlová, a.s. | 118 | 124 |
| CPI – Real Estate, a.s. | 191 | 34 |
| CPI – Zbraslav, a.s. | 16 | 10 |
| CPI Beet, a.s. | 22 | 20 |
| CPI Black, s.r.o. | 125 | – |
| CPI Blatiny, s.r.o. | 355 | 344 |
| CPI BYTY, a.s. | 2,939 | 3,937 |
| CPI Development Services, s.r.o. | 387 | 572 |
| CPI East, s.r.o. | –2,984 | – |
| CPI Energo, a.s. | 998 | 170 |
| CPI Energo Slovakia, s.r.o. | 1 | – |
| CPI Facility Management Kft. | 724 | – |
| CPI Facility Slovakia, a.s. | 68 | 131 |
| CPI Green, a.s. | 470 | 69 |
| CPI Hotels, a.s. | 159 | 1,126 |
| CPI Hotels Properties, a.s. | 197 | 1,322 |
| CPI Hungary Investments Kft. | 104 | 5 |
| CPI Hungary Kft. | 147 | 167 |
| CPI IMMO, S.a.r.l. | 56 | 56 |
| CPI Kappa, s.r.o. | 73 | 69 |
| CPI Management, s.r.o. | 1,259 | 51 |
| CPI Národní, s.r.o. | 2,194 | 7,783 |
| CPI Office Business Center, s.r.o. | – | 5,946 |
| CPI Office Prague, s.r.o. | – | 123 |
| CPI Park Jablonné v Podještědí, s.r.o. | 33 | 18 |
| CPI Poland Property Management sp. z o.o. | 628 | 0 |
| CPI Poland sp. z o.o. | 403 | 377 |
| CPI PROPERTY GROUP S.A. | 134,892 | 120,309 |
| CPI Property, s.r.o. | 18 | – |
| CPI Reality, a.s. | 2,448 | 3,291 |
| CPI Retail One Kft. | 256 | 249 |
| CPI Retail Portfolio Holding Kft. | 205 | 452 |
| CPI Retail Portfolio I, a.s. | – | 796 |
| CPI Retail Portfolio VIII s.r.o. | –467 | – |
| CPI Sekunda, s.r.o. | 100 | 112 |
| CPI Services, a.s. | 1,651 | 886 |
| CPI Shopping MB, a.s. | –1,931 | – |
| CPI Shopping Teplice, a.s. | 929 | 3,246 |
| CPI Silver, a.s. | 101 | – |
| CPI Solar ONE, a.s. | 7 | – |
| CPI Théta, a.s. | –255 | – |
| CPI Žabotova, a.s. | 319 | 339 |
| CPIPG Management S.à r.l. | 4,442 | 5,054 |
| CT Development sp. z o.o. | 40 | 15 |
| Czech Property Investments, a.s. | 22,370 | 22,019 |
| David Leo Greenbaum | – | 3 |
| Diana Development sp. z o.o. | 309 | – |
| Eclair Blue, s.r.o. | 125 | 73 |
| EMH South, s.r.o. | 334 | 460 |
| Equator II Development sp. z o.o. | – | 20 |
| Equator Real sp. z o.o. | – | 19 |
| Europeum Kft. | 1,447 | 1,738 |
| Farhan, a.s. | 1,186 | 3,986 |
| FL Property Development, a.s. | 11 | 12 |
| Futurum HK Shopping, s.r.o. | –5,467 | – |
| FVE Dělouš, s.r.o. | 358 | – |
| FVE Radkyně, s.r.o. | 122 | – |
| FVE roofs & grounds, s.r.o. | 439 | 64 |
| GCA Property Development sp. z o.o. | – | 49 |
| Hightech Park Kft. | 235 | 250 |
| Hospitality Invest S.á r.l. | 9 | 5 |
| HOTEL U PARKU, s.r.o. | – | 1 |
| Hraničář, a.s. | 747 | 772 |
| Chuchle Arena Praha, s.r.o. | 300 | – |
| IS Nyír Ingatlanhasznosítóés Vagyonkezelo Kft. | 107 | 242 |
| IS Zala Ingatlanhasznosítóés Vagyonkezelo Kft. | 281 | 682 |
| Janáčkovo nábřeží 15, s.r.o. | 370 | 387 |
| Karnosota, a.s. | –365 | – |
| Kerina, a.s. | 462 | 95 |
| KOENIG Shopping, s.r.o. | 3,080 | 3,326 |
| Kunratická farma, s.r.o. | 111 | 130 |
| LD Praha, a.s. | 150 | 172 |
| Le Regina Warsaw Sp. z o.o. | 3 | – |
| Lockhart, a.s. | 207 | 1,271 |
| Lucemburská 46, a.s. | – | 50 |
| Marissa Omikrón, a.s. | –902 | – |
| Marissa Tau, a.s. | 312 | 1,073 |
| Marissa Théta, a.s. | 7 | 12 |
| Marissa West, a.s. | 2,786 | 2,983 |
| MARRETIM s.r.o. | 222 | 8 |
| MB Property Development, a.s. (merged with Nymburk Property Development, a.s.) | – | – |
| Moniuszki Office sp. z o.o. | 65 | – |
| MUXUM, a.s. | 56 | 341 |
| Na Poříčí, a.s. | 620 | 2,123 |
| New Age Kft. | 108 | 126 |
| Notosoaria, s.r.o. | –1,898 | – |
| Nymburk Property Development, a.s. | 308 | 2 |
| Olomouc Building, a.s. | 254 | 1,533 |
| Orchard Hotel a.s. | 389 | 430 |
| Outlet Arena Moravia, s.r.o. | 2 | – |
| Oxford Tower sp. z o.o. | – | 152 |
| OZ Trmice, a.s. | 281 | 637 |
| Ozrics, Kft. | 224 | 202 |
| Platnéřská 10 s.r.o. | 65 | – |
| Pólus Shopping Center Zrt. | 4,966 | 5,331 |
| Projekt Nisa, s.r.o. | 5,509 | 5,392 |
| Projekt Zlatý Anděl, s.r.o. | – | 4,008 |
| Prosta 69 Sp. z o.o. | – | 4 |
| Prostějov Investments, a.s. | 218 | 179 |
| Real Estate Energy Kft. | 206 | 735 |
| Residence Belgická, s.r.o. | 76 | 74 |
| Residence Izabella, Zrt. | 293 | 318 |
| Rezidence Jančova, s.r.o. | 161 | 151 |
| Rezidence Malkovského, s.r.o. | 42 | 394 |
| RISING FALCON HOLDING LIMITED | 2,449 | – |
| Savile Row 1 Limited | 4,170 | 3,932 |
| SCP Reflets | 225 | 220 |
| Seattle, s.r.o. | 472 | 68 |
| Sentreta, a.s. | 130 | – |
| Spojené elektrárny, s.r.o. | – | 22 |
| Spojené farmy a.s. | 259 | 88 |
| Statek Kravaře, a.s. | 77 | 52 |
| Statenice Property Development, a.s. | 166 | 197 |
| Tachov Investments, s.r.o. | 54 | – |
| Tepelné hospodářství Litvínov, s.r.o. | 54 | – |
| Třinec Property Development, a.s. | –327 | – |
| Tyršova 6, a.s. | 169 | 4 |
| U svatého Michala, a.s. | –179 | – |
| Uchaux Limited | 1,145 | 1,020 |
| V Team Prague, s.r.o. | – | 1 |
| Vigano, a.s. | 794 | 793 |
| ZET.office, a.s. | – | 732 |
| Závodiště Chuchle, a.s. (merged with Turf Praha, a.s.) | 40 | – |
| Total interest income – related parties | 225,635 | 261,040 |
| Joint venture Uniborc S.A. | 542 | 1,062 |
| Entitles over which the majority shareholder has control Marcano, a.s. | 3,045 | 158 |
| Entities controlled by members of the Board of Directors CPI Smart Power, a.s. | 538 | – |
| Total | 229,275 | 262,268 |
Interest expense from related parties
| 2024 | 2023 | |
|---|---|---|
| Andrassy Hotel Zrt. | 36 | – |
| Atrium Complex sp. z o.o. | – | 31 |
| Balvinder, a.s. | 12 | – |
| Baudry Beta, a.s. | 29 | – |
| BAYTON Alfa, a.s. | 51 | – |
| Best Properties South, a.s. | 748 | – |
| BPT Development, a.s. | – | 1 |
| BRNO INN, a.s. | 53 | 65 |
| Brno Property Development, a.s. | 562 | 550 |
| Březiněves, a.s. | 1 | 9 |
| Byty Lehovec, s.r.o. | 24 | 23 |
| CAMPONA Shopping Center Kft. | 237 | 1 |
| Central Tower 81 sp. z o.o. | – | 26 |
| City Gardens Sp. z o.o. | – | 75 |
| CPI – Bor, a.s. | 1,192 | 394 |
| CPI – Real Estate, a.s. | 210 | – |
| CPI – Zbraslav, a.s. | 31 | 2 |
| CPI Beet, a.s. | 11 | – |
| CPI BYTY, a.s. | 551 | 768 |
| CPI Development Services, s.r.o. | 297 | 154 |
| CPI East, s.r.o. | – | 64 |
| CPI Energo, a.s. | 1,284 | 172 |
| CPI Facility Management Kft. | 26 | 16 |
| CPI Facility Slovakia, a.s. | 128 | – |
| CPI Finance CEE, a.s. | 33 | – |
| CPI Green, a.s. | – | 2 |
| CPI Group Services, a.s. | 51 | – |
| CPI Hotels Properties, a.s. | 110 | – |
| CPI Hungary Investments Kft. | 395 | 311 |
| CPI Hungary Kft. | 45 | 13 |
| CPI Management, s.r.o. | 363 | 6 |
| CPI Národní, s.r.o. | 157 | 77 |
| CPI Office Business Center, s.r.o. | – | 49 |
| CPI Office Prague, s.r.o. | – | 1 |
| CPI Poland Property Management sp. z o.o. | 128 | 86 |
| CPI Poland Sp. z o.o. | 499 | 432 |
| CPI PROPERTY GROUP S.A. | 106,945 | 113,217 |
| CPI Property, s.r.o. | 5 | – |
| CPI Reality, a.s. | 428 | 0 |
| CPI Retail One Kft. | 39 | – |
| CPI Retail Portfolio I, a.s. | – | 21 |
| CPI Retail Portfolio VIII, a.s. | –11 | – |
| CPI Septima, s.r.o. | 124 | – |
| CPI Services, a.s. | 524 | 3 |
| CPI Shopping MB, a.s. | – | 19 |
| CPI Shopping Teplice, a.s. | 425 | – |
| CPI Žabotova, a.s. | 74 | – |
| CPIPG Management S.à r.l. | 26 | – |
| CT Development sp. z o.o. | 159 | 5 |
| Czech Property Investments, a.s. | 9,671 | 377 |
| Diana Development sp. z o.o. | – | 1 |
| EMH South, s.r.o. | 22 | 26 |
| Equator II Development sp. z o.o. | – | 15 |
| Equator Real sp. z o.o. | – | 11 |
| Europeum Kft. | 433 | 3 |
| Farhan, a.s. | 327 | – |
| Futurum HK Shopping, s.r.o. | –52 | – |
| Gadwall, Sp. z o.o. | – | 12 |
| GCA Property Development sp. z o.o. | – | 19 |
| Gebauer Höfe Liegenschaften GmbH | 1,511 | 1,423 |
| GSG ARMO Verwaltungsgesellschaft mbH | 2,347 | 562 |
| GSG Asset GmbH & Co. Verwaltungs KG | 222 | 244 |
| GSG Berlin GmbH (formerly Gewerbesiedlungs-Gessellschaft mbH) | 4,769 | 4,491 |
| GSG Berlin Invest GmbH | 2,430 | 2,049 |
| GSG Gewerbehöfe Berlin 1. GmbH & Co. KG | 1,220 | 1,326 |
| GSG Gewerbehöfe Berlin 2. GmbH & Co. KG | 1,369 | 1,375 |
| GSG Gewerbehöfe Berlin 3. GmbH & Co. KG | 4,743 | 4,527 |
| GSG Gewerbehöfe Berlin 4. GmbH & Co. KG | 1,864 | 1,878 |
| GSG Gewerbehöfe Berlin 5. GmbH & Co. KG | 3,799 | 3,578 |
| Hightech Park Kft. | 13 | – |
| HOTEL U PARKU, s.r.o. | 15 | 11 |
| Hraničář, a.s. | 6 | 12 |
| IS Nyír Kft. | 1 | 4 |
| IS Zala Kft. | 3 | 11 |
| Janáčkovo nábřeží 15, s.r.o. | 6 | 1 |
| Jetřichovice Property, a.s. | 47 | – |
| Kerina, a.s. | 114 | – |
| KOENIG Shopping, s.r.o. | 527 | 6 |
| LD Praha, a.s. | 69 | – |
| Le Regina Warsaw Sp. z o.o. | 58 | – |
| Lockhart, a.s. | 221 | – |
| Lucemburská 46, a.s. | – | 3 |
| Marissa Omikrón, a.s. | – | 11 |
| Marissa Tau, a.s. | 42 | 1 |
| Marissa Théta, a.s. | 12 | – |
| Marissa West, a.s. | 142 | – |
| MARRETIM s.r.o. | – | – |
Entities fully consolidated
| Company | Country | 31 December 2024 | 31 December 2023 |
|---|---|---|---|
| Atrium Complex sp. z o.o. | Poland | 51.00% | – |
| BD Malostranská, a.s. | Czech Republic | 100.00% | 100.00% |
| Brno Property Invest XV., a.s. | Czech Republic | 100.00% | 100.00% |
| Bubny Development, s.r.o. | Czech Republic | 100.00% | 100.00% |
| BYTY PODKOVA, a.s. | Czech Republic | 100.00% | 100.00% |
| Camuzzi, a.s. | Czech Republic | 100.00% | 100.00% |
| Castor Investments sp. z o.o. | Poland | 51.00% | 100.00% |
| Castor Investments sp. z o.o. S.K.A. | Poland | 51.00% | 100.00% |
| CENTRAL TOWER 81 sp. z o.o. | Poland | 51.00% | – |
| City Gardens sp. z o.o. | Poland | 51.00% | – |
| CPI – Krásné Březno, a.s. | Czech Republic | 100.00% | 100.00% |
| CPI – Land Development, a.s. | Czech Republic | 100.00% | 100.00% |
| CPI ACAYA S.r.l. | Italy | 100.00% | 100.00% |
| CPI FIM GOLD, a.s. | Czech Republic | 100.00% | 100.00% |
| CPI FIM WHITE, a.s. | Czech Republic | 100.00% | 100.00% |
| CPI Italy 130 SPV S.r.l. | Italy | 100.00% | 100.00% |
| CPI Park Chabařovice, s.r.o. | Czech Republic | 100.00% | 100.00% |
| CPI Park Plzeň, s.r.o. | Czech Republic | 100.00% | 100.00% |
| CPI Park Žďárek, a.s. | Czech Republic | 100.00% | 100.00% |
| CPI Pigna S.r.l. | Italy | 100.00% | 100.00% |
| CPI Podhorský Park, s.r.o. | Czech Republic | 100.00% | 100.00% |
| CPI Project Invest and Finance, a.s. | Czech Republic | 51.00% | – |
| CPI REV Italy II S.r.l. | Italy | 100.00% | 100.00% |
| CPI South, s.r.o. | Czech Republic | 90.00% | 90.00% |
| Darilia, a.s. | Czech Republic | 100.00% | 20.00% |
| Development Doupovská, s.r.o. | Czech Republic | 75.00% | 75.00% |
| Diana Property sp. z o.o. | Poland | 100.00% | 100.00% |
| Equator II Development sp. z o.o. | Poland | 51.00% | – |
| Equator IV Offices sp. z o.o. | Poland | 51.00% | 100.00% |
| Equator Real sp. z o.o. | Poland | 51.00% | – |
| Estate Grand, s.r.o. | Czech Republic | 100.00% | 100.00% |
| Eurocentrum Offices sp. z o.o. | Poland | 51.00% | 100.00% |
| GADWALL sp. z o.o. | Poland | 51.00% | – |
| GCA Property Development sp. z o.o. | Poland | 51.00% | – |
| Industrial Park Stříbro, s.r.o. | Czech Republic | 100.00% | 100.00% |
| JIHOVÝCHODNÍ MĚSTO, a.s. | Czech Republic | 100.00% | 100.00% |
| Land Properties, a.s. | Czech Republic | 100.00% | 100.00% |
| LES MAS DU FIGUER | France | 100.00% | 100.00% |
| Marki Real Estate Sp. z o.o. | Poland | 100.00% | 100.00% |
| MQM Czech, a.s. | Czech Republic | 100.00% | 100.00% |
| NOVÁ ZBROJOVKA, s.r.o. | Czech Republic | 100.00% | 100.00% |
| Nupaky a.s. | Czech Republic | 100.00% | 100.00% |
| Oxford Tower sp. z o.o. | Poland | 51.00% | – |
| Pietroni, s.r.o. | Czech Republic | 100.00% | 100.00% |
| Polygon BC, a.s. | Czech Republic | 100.00% | 100.00% |
| Prosta 69 sp. z o.o. | Poland | 51.00% | – |
| Rezidence Kunratice, s.r.o. | Czech Republic | 100.00% | 100.00% |
| Rezidence Pragovka, s.r.o. | Czech Republic | 100.00% | 100.00% |
| Strakonice Property Development, a.s. | Czech Republic | 100.00% | 100.00% |
| STRM Alfa, a.s. | Czech Republic | 100.00% | 100.00% |
| STRM Beta, a.s. | Czech Republic | 100.00% | 100.00% |
| STRM Gama, a.s. | Czech Republic | 100.00% | 100.00% |
| Vysočany Office, a.s. | Czech Republic | 100.00% | 100.00% |
| WFC Investments sp. z o.o. | Poland | 51.00% | 100.00% |
Equity method investments
| Company | Country | 31 December 2024 | 31 December 2023 |
|---|---|---|---|
| Beta Development, s.r.o. | Czech Republic | 35.00% | 35.00% |
| Uniborc S.A. | Luxembourg | 35.00% | 35.00% |
Ernst & Young Société anonyme
35E, Avenue John F. Kennedy
B.P. 780
L-1855 Luxembourg
L-2017 Luxembourg
Tél : +352 42 124 1
R.C.S. Luxembourg B47771
www.ey.com/en_lu
TVA LU 16063074
Autorisations d'établissement : 00117514/13, 00117514/14, 00117514/15, 00117514/17, 00117514/18, 00117514/19
EY Shape the future with confidence
Independent auditor’s report
To the Shareholders of CPI FIM SA
40, rue de la Vallée
L-2661 Luxembourg
Report on the audit of the Consolidated financial statements
Opinion
We hâve audited the Consolidated financial statements of CPI FIM SA (the “Company”) and its subsidiaries (together, the “Group”), which comprise the Consolidated statement of financial position as at 31 December 2024, and the Consolidated statement of comprehensive income, the Consolidated statement of changes in equity and the Consolidated statement of cash flows for the year then ended, and the notes to the Consolidated financial statements, including material accounting policy information.
In our opinion, the accompanying Consolidated financial statements give a true and fair view of the Consolidated financial position of the Group as at 31 December 2024 and of its Consolidated financial performance and Consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union.
Basis for opinion
We conducted our audit in accordance with EU Régulation N° 537/2014, the Law of 23 July 2016 on the audit profession ("Law of 23 July 2016”) and with International Standards on Auditing (“ISAs”) as adopted for Luxembourg by the "Commission de Surveillance du Secteur Financier” (“CSSF”). Our responsibilities under the EU Régulation N° 537/2014, the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the “Responsibilities of the “réviseur d’entreprises agréé” for the audit of the Consolidated financial statements” section of our report. We are also independent of the Group in accordance with the International Code of Ethics for Professional Accountants, including International Independence Standards, issued by the International Ethics Standards Board for Accountants (“IESBA Code”) as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the Consolidated financial statements, and hâve fulfilled our other ethical responsibilities under those ethical requirements. We believe that the audit evidence we hâve obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most signifîcance in our audit of the Consolidated financial statements of the current period. These matters were addressed in the context of the audit of the Consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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a) Impairment of loans provided
Description
Loans provided represent 57% of the total Group’s Consolidated assets. The majority of the loans provided hâve been granted to related parties as detailed in Note 6.5 in the Consolidated financial statements. The process for estimating impairment provision on loans provided is a significant and complex area. Management performs an impairment assessment of loans provided and recognizes an allowance for expected crédit losses in accordance with IFRS 9. Due to the complexity, significance of judgements applied and the Group’s exposure to loans provided forming a major portion of the Group’s assets, the audit of impairment of loans provided is a key area of focus.
Auditors response
Our audit procedures over the impairment on loans provided included, but were not limited to, the following:
* Obtained an understanding of the key contractual terms of the loans provided.
* Evaluated the application of requirements of IFRS 9 and appropriateness of the accounting policies applied by the management of the Group.
* Understood managements model used to détermine impairment in relation to loans provided.
* Reviewed the data and information used in the impairment assessment model and ensured the correctness and reasonableness of the inputs used in the assessment.
* Tested the arithmetical accuracy of the model applied.
* Reviewed and ensured the completeness of the Consolidated financial statements disclosures in the context of the impairment of loans provided.
b) Valuation of investment property
Description
The Group owns a portfolio of investment properties comprising office, land, properties under development, retail and residential type of properties located in Europe. Investment property represents 32% of the total Group’s assets as at 31 December 2024. Investment properties are valued at fair value in accordance with the Group accounting policies. Valuation of investment property is a significant judgemental area and is underpinned by a number of factual inputs and assumptions. The valuation is inherently subjective due to, among other factors, the individual nature of each property, the location and the expected cash flows generated by future rentals. The management engaged independent external valuers (hereafter the “valuers”) to externally value 99% of the Group’s investment properties. In determining a property’s valuation, the valuers take into account property spécifie characteristics and information such as the correct tenancy agreements and rental income. They apply assumptions for yields and estimated market rent, which are influenced by prevailing market yields and comparable market transactions, to corne up with their assessment of the fair value.
Resale of CPI Project Invest and Finance
On 24 June 2024, through capital contribution of its subsidiaries Equator IV Offices sp. z o.o., Eurocentrum Offices sp.z o.o. and WFC Investments sp. z o.o., the Group gained control over CPI Project Invest and Finance (hereinafter together with its subsidiaries as „CPI PIF“), formerly subsidiary of the Group´s related party Czech Property Investments a.s.
11 Events after the reporting period
There were no material events after the reporting period.# A member firm of Ernst & Young Global Limited EY Shape the future with confidence
Due to the above-mentioned matters, we consider valuation of investment property as a key audit matter.
Auditors response
Our audit procedures over the valuation of investment property included, but were not limited to, the following:
- We evaluated the compétence, capabilities and objectivity of the valuers and read the terms of engagement of the valuers to détermine whether there were any matters that might hâve affected their objectivity or limited the scope of their work.
- For a sample of the valuations across ail asset classes of investment properties, geographical locations and external valuers, we traced the inputs used in the valuation process including rents and occupancy rates to tenancy schedules.
- For a sample of properties, we performed site visits to ensure existence and physical condition of properties.
- We also involved our own real estate specialist to assist us in evaluating the reasonableness of the assumptions used in valuation models including yields and estimated market rent, for the sample of investment properties.
- We evaluated any caveats or limitations, if any, included in the valuers’ reports.
- We assessed the adequacy of the disclosures in the Consolidated financial statements.
Other information
The Board of Directors is responsible for the other information. The other information comprises the information included in the Consolidated management report and the corporate governance statement but does not include the Consolidated financial statements and our report of “réviseur d’entreprises agréé” thereon. Our opinion on the Consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the Consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistant with the Consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we hâve performed, we conclude that there is a material misstatement of this other information, we are required to report this fact. We hâve nothing to report in this regard.
A member firm of Ernst & Young Global Limited EY Shape the future with confidence
Responsibilities of the Board of Directors and of those charged with governance for the Consolidated financial statements
The Board of Directors is responsible for the préparation and fair présentation of the Consolidated financial statements in accordance with IFRS as adopted by the European Union, and for such internai control as the Board of Directors détermines is necessary to enable the préparation of Consolidated financial statements that are free from material misstatement, whether due to fraud or error.
The Board of Directors is also responsible for presenting and marking up the Consolidated financial statements in compliance with the requirements set out in the Delegated Régulation 2019/815 on European Single Electronic Format, as amended (“ESEF Régulation").
In preparing the Consolidated financial statements, the Board of Directors is responsible for assessing the Group’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 the Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group’s financial reporting process.
Responsibilities of the “réviseur d’entreprises agréé” for the audit of the Consolidated financial statements
The objectives of our audit are to obtain reasonable assurance about whether the Consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a report of the “réviseur d’entreprises agréé” that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with EU Régulation N° 537/2014, the Law of 23 July 2016 and with the ISAs as adopted for Luxembourg by the CSSF 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 économie decisions of users taken on the basis of these Consolidated financial statements.
As part of an audit in accordance with EU Régulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional skepticism throughout the audit
We also:
- Identify and assess the risks of material misstatement of the Consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is suffirent 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 internai control.
- Obtain an understanding of internai 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 Group’s internai control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimâtes and related disclosures made by the Board of Directors.
- Conclude on the appropriateness of 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 Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report of the “réviseur d’entreprises agréé” to the related disclosures in the Consolidated financial statements or, if such disclosures are inadéquate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our report of the “réviseur d’entreprises agréé”. However, future events or conditions may cause the Group to cease to continue as a going concern.
- Evaluate the overall présentation, structure and content of the Consolidated financial statements, including the disclosures, and whether the Consolidated financial statements represent the underlying transactions and events in a manner that achieves fair présentation.
- Assess whether the Consolidated financial statements hâve been prepared, in ail material respects, in compliance with the requirements laid down in the ESEF Régulation.
- Obtain suffirent appropriate audit evidence regarding the financial information of the entities and business activités within the Group to express an opinion on the Consolidated financial statements.
We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.
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 internai control thatwe identify during our audit. We also provide those charged with governance with a statement that we hâve complied with relevant ethical requirements regarding independence, and communicate to them ail relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we détermine those matters that were of most significance in the audit of the Consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our report unless law or régulation precludes public disclosure about the matter.
Report on other legal and regulatory requirements
We hâve been appointed as "réviseur d’entreprises agréé” by the General Meeting of the Shareholders on 3 October 2019 and the duration of our uninterrupted engagement, including previous renewals and reappointments, is 6 years.
The Consolidated management report is consistent with the Consolidated financial statements and has been prepared in accordance with applicable legal requirements.
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The corporate governance statement, included in the Consolidated management report, is the responsibility of the Board of Directors.
The information required by article 68ter paragraph (1) letters c) and d) of the law of 19 December 2002 on the commercial and companies register and on the accounting records and annual accounts of undertakings, as amended, is consistent with the Consolidated financial statements and has been prepared in accordance with applicable legal requirements.
We hâve checked the compliance of the Consolidated financial statements of the Group as at 31 December 2024 with relevant statutory requirements set out in the ESEF Régulation that are applicable to the financial statements. For the Group, it relates to:
- Financial statements prepared in valid xHTML format;
- The XBRL markup of the Consolidated financial statements using the core taxonomy and the common rules on markups specified in the ESEF Régulation.# REPORT OF THE REVISEUR D’ENTREPRISES AGREE
Ernst & Young Société anonyme
Cabinet de révision agréé
B.P. 780
L-2017 Luxembourg
R.C.S. Luxembourg B47771
TVA LU 16063074
35E, Avenue John F. Kennedy
L-1855 Luxembourg
Tél : +352 42 124 1
www.ey.com/en_lu
Autorisations d'établissement : 00117514/13, 00117514/14, 00117514/15, 00117514/17,00117514/18, 00117514/19
A member firm of Ernst & Young Global Limited
EY
Shape the future with confidence
CPI FIM SA
Société Anonyme
R.C.S. Luxembourg B 44.996
40, rue de la Vallée
L-2661 Luxembourg
Share capital: EUR 13,145,076
31 March 2025
Independent auditor’s report
To the Shareholders of CPI FIM SA
40, rue de la Vallée
L-2661 Luxembourg
Report on the audit of the financial statements
Opinion
We hâve audited the financial statements of CPI FIM SA (the “Company”), which comprise the balance sheet as at 31 December 2024, and the profit and loss account for the year then ended, and the notes to the financial statements, including a summary of significant accounting policies.
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 the results of its operations for the year then ended in accordance with Luxembourg legal and regulatory requirements relating to the préparation and présentation of the financial statements.
Basis for opinion
We conducted our audit in accordance with EU Régulation N° 537/2014, the Law of 23 July 2016 on the audit profession (“Law of 23 July 2016”) and with International Standards on Auditing ("ISAs”) as adopted for Luxembourg by the “Commission de Surveillance du Secteur Financier” (“CSSF”). Our responsibilities under the EU Régulation N° 537/2014, the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the “Responsibilities of the “réviseur d’entreprises agréé” for the audit of the financial statements” section of our report. We are also independent of the Company in accordance with the International Code of Ethics for Professional Accountants, including International Independence Standards, issued by the International Ethics Standards Board for Accountants ("IESBA Code”) as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the financial statements, and hâve fulfilled our other ethical responsibilities under those ethical requirements. We believe that the audit evidence we hâve obtained is sufficient and appropriate to provide a basis for our opinion.
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 the 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.
A member firm of Ernst & Young Global Limited
EY
Shape the future with confidence
a) Valuation of financial assets (shares in affiliated undertakings and loans to affiliated undertakings)
- Description
Financial assets represent 91 % of the total assets of the Company as at 31 December 2024. The assessment of the valuation of financial assets requires significant judgement applied by the management in assessing the recovery value of the financial assets and the permanent nature of a potential impairment. This matter was considered to be a key matter in our audit, since the aforementioned estimâtes are complex and require significant judgements by management of the Company. - Au d Hors response
Our audit procedures over the valuation of financial assets included, but were not limited to, the following:- Ensured existence, initial cost of investment and ownership of the investments through inspection of acquisition agreements and commercial registers of the underlying investees.
- Understood the process of financial assets valuation and managements impairment assessment and evaluated the appropriateness of the application of the Luxembourg legal and regulatory requirements relating to the préparation and présentation of the financial statements.
- Tested the arithmetical accuracy of the managements impairment test based on comparison with the net equity of the underlying investees and assessed the conclusions reached by the management in respect of recognized impairment and/or reversai of historical impairment.
- Tested the accuracy and completeness of the provided loan database, on a représentative sample basis, by tracing the loan terms to the underlying loan agreements, the repayments of principal and interest to the bank statements and the outstanding loan and accrued interest balances to the counterparties.
- Performed recalculation of the interest on loans to affiliated undertaking based on known data.
- Reviewed and ensured the completeness of the financial statements’ disclosures.
Other information
The Board of Directors is responsible for the other information. The other information comprises the information included in the annual report and the corporate governance statement but does not include the financial statements and our report of “réviseur d’entreprises agréé” thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. 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 inconsistant with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we hâve performed, we conclude that there is a material misstatement of this other information, we are required to report this fact.
We hâve nothing to report in this regard.
A member firm of Ernst & Young Global Limited
EY
Shape the future with confidence
Responsibilîties of the Board of Directors and of those charged with governance for the financial statements
The Board of Directors is responsible for the préparation and fair présentation of the financial statements in accordance with Luxembourg legal and regulatory requirements relating to the préparation and présentation of the financial statements, and for such internai control as the Board of Directors détermines is necessary to enable the préparation of financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is also responsible for presenting the financial statements in compliance with the requirements set out in the Delegated Régulation 2019/815 on European Single Electronic Format, as amended (“ESEF Régulation”).
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 the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
Responsibilities of the “réviseur d’entreprises agréé” for the audit of the financial statements
The objectives of our audit 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 a report of the “réviseur d’entreprises agréé” that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with EU Régulation N° 537/2014, the Law of 23 July 2016 and with the ISAs as adopted for Luxembourg by the CSSF 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 économie decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with EU Régulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional skepticism 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 suffirent 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 internai control.
- Obtain an understanding of internai 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 internai control.# Report of the "réviseur d’entreprises agréé"
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors. A member firm of Ernst & Young Global Limited EY Shape the future with confidence
• Conclude on the appropriateness of 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 report of the "réviseur d’entreprises agréé” 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 report of the "réviseur d’entreprises agréé”. 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 fair presentation.
• Assess whether the financial statements have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation. 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 communicate to them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. 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 report unless law or regulation precludes public disclosure about the matter.
Report on other legal and regulatory requirements
We have been appointed as “réviseur d’entreprises agréé” by the General Meeting of the Shareholders on 3 October 2019 and the duration of our uninterrupted engagement, including previous renewals and reappointments, is 6 years. The management report is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. The corporate governance statement, included in the management report, is the responsibility of the Board of Directors. The information required by article 68ter paragraph (1) letters c) and d) of the law of 19 December 2002 on the commercial and companies register and on the accounting records and annual accounts of undertakings, as amended, is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. A member firm of Ernst & Young Global Limited Shape the future with confidence
We have checked the compliance of the financial statements of the Company as at 31 December 2024 with relevant statutory requirements set out in the ESEF Regulation that are applicable to the financial statements. For the Company, it relates to:
• Financial statements prepared in valid xHTML format;
In our opinion, the financial statements of the Company as at 31 December 2024, identified as CPIFIM_31_12_2024_AFR, have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation.
We confirm that the audit opinion is consistent with the additional report to the audit committee or equivalent. We confirm that the prohibited non-audit services referred to in EU Regulation No 537/2014 were not provided and that we remained independent of the Company in conducting the audit.
Ernst & Young
□ C igréé tesus Orozco
tesus Orozco
Luxembourg, 31 March 2025
A member firm of Ernst & Young Global Limited
Page 1/5
The notes in the annex form an integral part of the annual accounts
FSGVERP20250207T07491601_002
Annual Accounts
Helpdesk : Tel. : (+352) 247 88 494
Email : [email protected]
RCSL Nr. : Matricule :B44996
1993 2209 554
eCDF entry date :
BALANCE SHEET
Financial year from 01/01/2024 to 31/12/2024
(in EUR)
| Reference(s) | Current year | Previous year |
|---|---|---|
| CPI FIM SA | 40, rue de la Vallée L-2661 Luxembourg | |
| ASSETS | ||
| A. Subscribed capital unpaid | 1101 | 101 |
| I. Subscribed capital not called | 1103 | 103 |
| II. Subscribed capital called but unpaid | 1105 | 105 |
| B. Formation expenses | 1107 | 107 |
| C. Fixed assets | 1109 | 4.926.262.191,00 |
| I. Intangible assets | 1111 | 111 |
| 1. Costs of development | 1113 | 113 |
| 2. Concessions, patents, licences, trade marks and similar rights and assets, if they were | 1115 | 115 |
| a) acquired for valuable consideration and need not be shown under C.I.3 | 1117 | 117 |
| b) created by the undertaking itself | 1119 | 119 |
| 3. Goodwill, to the extent that it was acquired for valuable consideration | 1121 | 121 |
| 4. Payments on account and intangible assets under development | 1123 | 123 |
| II. Tangible assets | 1125 | 125 |
| 1. Land and buildings | 1127 | 127 |
| 2. Plant and machinery | 1129 | 129 |
Page 2/5
The notes in the annex form an integral part of the annual accounts
FSGVERP20250207T07491601_002
RCSL Nr. : Matricule :B44996
1993 2209 554
| Reference(s) | Current year | Previous year |
|---|---|---|
| 3. Other fixtures and fittings, tools and equipment | 1131 | 131 |
| 4. Payments on account and tangible assets in the course of construction | 1133 | 133 |
| III. Financial assets | Note 3 | 1135 |
| 1. Shares in affiliated undertakings | Note 3.1 | 1137 |
| 2. Loans to affiliated undertakings | Note 3.2 | 1139 |
| 3. Participating interests | Note 3.3 | 1141 |
| 4. Loans to undertakings with which the undertaking is linked by virtue of participating interests | Note 3.4 | 1143 |
| 5. Investments held as fixed assets | Note 3.5 | 1145 |
| 6. Other loans | Note 3.6 | 1147 |
| D. Current assets | Note 4 | 1151 |
| I. Stocks | 1153 | 153 |
| 1. Raw materials and consumables | 1155 | 155 |
| 2. Work in progress | 1157 | 157 |
| 3. Finished goods and goods for resale | 1159 | 159 |
| 4. Payments on account | 1161 | 161 |
| II. Debtors | 1163 | 379.609.776,00 |
| 1. Trade debtors | 1165 | 255.831,00 |
| a) becoming due and payable within one year | Note 4.1 | 1167 |
| b) becoming due and payable after more than one year | 1169 | 169 |
| 2. Amounts owed by affiliated undertakings | 1171 | 378.879.845,00 |
| a) becoming due and payable within one year | Note 4.2 | 1173 |
| b) becoming due and payable after more than one year | Note 4.3 | 1175 |
| 3. Amounts owed by undertakings with which the undertaking is linked by virtue of participating interests | 1177 | 83.978,00 |
| a) becoming due and payable within one year | Note 4.4 | 1179 |
| b) becoming due and payable after more than one year | 1181 | 181 |
| 4. Other debtors | 1183 | 390.122,00 |
| a) becoming due and payable within one year | Note 4.5 | 1185 |
| b) becoming due and payable after more than one year | 1187 | 187 |
Page 3/5
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FSGVERP20250207T07491601_002
RCSL Nr. : Matricule :B44996
1993 2209 554
| Reference(s) | Current year | Previous year |
|---|---|---|
| III. Investments | 1189 | 189 |
| 1. Shares in affiliated undertakings | 1191 | 191 |
| 2. Own shares | 1209 | 209 |
| 3. Other investments | 1195 | 195 |
| IV. Cash at bank and in hand | 1197 | 101.283.319,00 |
| E. Prepayments | 1199 | 731.818,00 |
| TOTAL (ASSETS) | 5.407.887.104,00 |
Page 4/5
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FSGVERP20250207T07491601_002
RCSL Nr. : Matricule :B44996
1993 2209 554
CAPITAL, RESERVES AND LIABILITIES
| Reference(s) | Current year | Previous year |
|---|---|---|
| A. Capital and reserves | Note 5 | 1301 |
| I. Subscribed capital | 1303 | 13.145.076,00 |
| II. Share premium account | 1305 | 784.669.809,00 |
| III. Revaluation reserve | 1307 | 307 |
| IV. Reserves | 1309 | 448.131.945,00 |
| 1. Legal reserve | 1311 | 448.131.945,00 |
| 2. Reserve for own shares | 1313 | 313 |
| 3. Reserves provided for by the articles of association | 1315 | 315 |
| 4. Other reserves, including the fair value reserve | 1429 | 429 |
| a) other available reserves | 1431 | 431 |
| b) other non available reserves | 1433 | 433 |
| V. Profit or loss brought forward | 1319 | -292.497.667,00 |
| VI. Profit or loss for the financial year | 1321 | 27.130.943,00 |
| VII. Interim dividends | 1323 | 323 |
| VIII. Capital investment subsidies | 1325 | 325 |
| B. Provisions | 1331 | 331 |
| 1. Provisions for pensions and similar obligations | 1333 | 333 |
| 2. Provisions for taxation | 1335 | 335 |
| 3. Other provisions | 1337 | 337 |
| C. Creditors | 1435 | 4.427.306.998,00 |
| 1. Debenture loans | 1437 | 437 |
| a) Convertible loans | 1439 | 439 |
| i) becoming due and payable within one year | 1441 | 441 |
| ii) becoming due and payable after more than one year | 1443 | 443 |
| b) Non convertible loans | 1445 | 445 |
| i) becoming due and payable within one year | 1447 | 447 |
| ii) becoming due and payable after more than one year | 1449 | 449 |
| 2. |
BALANCE SHEET
| Reference(s) | Current year | Previous year |
|---|---|---|
| ASSETS | ||
| A. FIXED ASSETS | ||
| I. Formation expenses | ||
| II. Tangible fixed assets | ||
| III. Intangible fixed assets | ||
| IV. Financial assets | ||
| 1. Shares in affiliated undertakings | ||
| 2. Loans to affiliated undertakings | ||
| 3. Participating interests | ||
| 4. Loans to undertakings with which the undertaking is linked by virtue of participating interests | ||
| 5. Investments held as fixed assets | ||
| B. CURRENT ASSETS | ||
| I. Stocks | ||
| II. Work in progress | ||
| III. Amounts receivable within one year | ||
| 1. Trade debtors | ||
| 2. Amounts owed by affiliated undertakings | ||
| 3. Amounts owed by undertakings with which the undertaking is linked by virtue of participating interests | ||
| 4. Other debtors | ||
| a) Tax authorities | ||
| b) Social security authorities | ||
| c) Other debtors | ||
| 5. Investments held as current assets | ||
| 6. Other investments | ||
| C. DEFERRED INCURRED EXPENSES AND DEFERRED CHARGES | ||
| TOTAL (ASSETS) | 5,407,887,104.00 | 6,367,433,391.00 |
| Reference(s) | Current year | Previous year |
|---|---|---|
| CAPITAL, RESERVES AND LIABILITIES | ||
| A. CAPITAL AND RESERVES | ||
| 1. Share capital | ||
| 2. Share premium | ||
| 3. Revaluation reserves | ||
| 4. Other reserves | ||
| 5. Retained earnings | ||
| 6. Profit or loss for the financial year | ||
| B. PROVISIONS FOR LIABILITIES AND CHARGES | ||
| 1. Provisions for pensions and similar obligations | ||
| 2. Tax provisions | ||
| 3. Other provisions | ||
| C. LIABILITIES | ||
| 1. Borrowings | ||
| 2. Trade creditors | ||
| 3. Bills of exchange payable | ||
| 4. Amounts owed to affiliated undertakings | ||
| 5. Amounts owed to undertakings with which the undertaking is linked by virtue of participating interests | ||
| 6. Other creditors | ||
| D. DEFERRED INCOME | ||
| TOTAL (CAPITAL, RESERVES AND LIABILITIES) | 5,407,887,104.00 | 6,367,433,391.00 |
Amounts owed to credit institutions
a) becoming due and payable within one year
b) becoming due and payable after more than one year
Page 5/5
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FSGVERP20250207T07491601_002
RCSL Nr. : Matricule :B44996 1993 2209 554
| Reference(s) | Current year | Previous year |
|---|---|---|
| 3. Payments received on account of orders in so far as they are not shown separately as deductions from stocks | ||
| a) becoming due and payable within one year | ||
| b) becoming due and payable after more than one year | ||
| 4. Trade creditors | 659,324.00 | 606,444.00 |
| a) becoming due and payable within one year | 659,324.00 | 606,444.00 |
| b) becoming due and payable after more than one year | ||
| 5. Bills of exchange payable | ||
| a) becoming due and payable within one year | ||
| b) becoming due and payable after more than one year | ||
| 6. Amounts owed to affiliated undertakings Note 7 | 4,424,819,837.00 | 5,413,313,455.00 |
| a) becoming due and payable within one year Note 7.1 | 578,891,834.00 | 551,834,455.00 |
| b) becoming due and payable after more than one year Note 7.2 | 3,845,928,003.00 | 4,861,479,000.00 |
| 7. Amounts owed to undertakings with which the undertaking is linked by virtue of participating interests | ||
| a) becoming due and payable within one year | ||
| b) becoming due and payable after more than one year | ||
| 8. Other creditors Note 8 | 1,820,214.00 | 46,531.00 |
| a) Tax authorities | ||
| b) Social security authorities | 32,002.00 | 32,867.00 |
| c) Other creditors | 1,788,212.00 | 13,664.00 |
| i) becoming due and payable within one year Note 8.1 | 1,788,212.00 | 13,664.00 |
| ii) becoming due and payable after more than one year | ||
| D. Deferred income | ||
| TOTAL (CAPITAL, RESERVES AND LIABILITIES) | 5,407,887,104.00 | 6,367,433,391.00 |
Page 1/2
The notes in the annex form an integral part of the annual accounts
FSGVERP20250207T07491601_003
Annual Accounts
Helpdesk : Tel. : (+352) 247 88 494
Email : [email protected]
RCSL Nr. : Matricule :B44996 1993 2209 554
eCDF entry date :
PROFIT AND LOSS ACCOUNT
Financial year from 01/01/2024 to 31/12/2024
(in EUR)
| Reference(s) | Current year | Previous year |
|---|---|---|
| 1. Net turnover | ||
| 2. Variation in stocks of finished goods and in work in progress | ||
| 3. Work performed by the undertaking for its own purposes and capitalised | ||
| 4. Other operating income Note 9 | 5,006,648.00 | 6,025,192.00 |
| 5. Raw materials and consumables and other external expenses Note 10 | -1,570,854.00 | -1,266,436.00 |
| a) Raw materials and consumables | -5,682.00 | -9,166.00 |
| b) Other external expenses | -1,565,172.00 | -1,257,270.00 |
| 6. Staff costs Note 11 | -763,602.00 | -755,290.00 |
| a) Wages and salaries | -638,046.00 | -628,260.00 |
| b) Social security costs | -116,982.00 | -119,799.00 |
| i) relating to pensions | ||
| ii) other social security costs | -116,982.00 | -119,799.00 |
| c) Other staff costs | -8,574.00 | -7,231.00 |
| 7. Value adjustments Note 12 | 200,155.00 | -3,628,191.00 |
| a) in respect of formation expenses and of tangible and intangible fixed assets | ||
| b) in respect of current assets | 200,155.00 | -3,628,191.00 |
| 8. Other operating expenses Note 13 | -5,390,704.00 | -4,823,137.00 |
Page 2/2
The notes in the annex form an integral part of the annual accounts
FSGVERP20250207T07491601_003
RCSL Nr. : Matricule :B44996 1993 2209 554
| Reference(s) | Current year | Previous year |
|---|---|---|
| 9. Income from participating interests | 40,107.00 | 5,481,242.00 |
| a) derived from affiliated undertakings Note 14 | 40,107.00 | 5,481,242.00 |
| b) other income from participating interests | ||
| 10. Income from other investments and loans forming part of the fixed assets Note 15 | 247,060,477.00 | 255,840,050.00 |
| a) derived from affiliated undertakings Note 15.1 | 246,144,738.00 | 254,411,506.00 |
| b) other income not included under a) Note 15.2 | 915,739.00 | 1,428,544.00 |
| 11. Other interest receivable and similar income Note 16 | 31,730,694.00 | 61,951,171.00 |
| a) derived from affiliated undertakings Note 16.1 | 28,843,506.00 | 57,906,145.00 |
| b) other interest and similar income Note 16.2 | 2,887,188.00 | 4,045,026.00 |
| 12. Share of profit or loss of undertakings accounted for under the equity method | ||
| 13. Value adjustments in respect of financial assets and of investments held as current assets Note 17 | -83,958,934.00 | 3,776,756.00 |
| 14. Interest payable and similar expenses Note 18 | -165,177,937.00 | -149,970,089.00 |
| a) concerning affiliated undertakings Note 18.1 | -163,919,852.00 | -148,231,208.00 |
| b) other interest and similar expenses Note 18.2 | -1,258,085.00 | -1,738,881.00 |
| 15. Tax on profit or loss | ||
| 16. Profit or loss after taxation | 27,176,050.00 | 172,631,268.00 |
| 17. Other taxes not shown under items 1 to 16 Note 19 | -45,107.00 | 11,558.00 |
| 18. Profit or loss for the financial year | 27,130,943.00 | 172,642,826.00 |
CPI FIM SA
Société Anonyme
R.C.S. Luxembourg B 44.996
NOTE 1 - GENERAL INFORMATION
CPI FIM SA, Société Anonyme (“the Company” and “CPI FIM”), RCS number B 44.996, was incorporated under the Luxembourg Company Law on 9 September 1993 as a limited liability company (Société Anonyme) for an unlimited period of time. The Company has for object the taking of participating interests, in whatsoever form in either Luxembourg or foreign countries, especially in real estate companies in the Czech Republic, Poland and other countries of Eastern Europe and the management, control and development of such participating interests. The Company, through its subsidiaries (together “the Group”), is principally involved in providing financing and management services, and the development of properties for its own portfolio or intended to be sold in the ordinary course of business. The registered office of the Company is established at 40, rue de la Vallée, L-2661 Luxembourg.
As at 31 December 2024 the Company’s shares were listed on the regulated markets of the Warsaw Stock Exchange and of the Luxembourg Stock Exchange. The financial year is from 1 January 2024 to 31 December 2024.
As at 31 December 2024, the Company is directly controlled by CPI Property Group S.A. by 97.31 % (2023: 97.31 %), a Luxembourg entity of which Radovan Vítek (Vitek Trusts) is the ultimate beneficial owner with 89.99 % of voting rights (2023: 89.99 %). Other shares of CPI FIM SA grant 2.69% voting rights. Total 1,314,507,629 shares grant 100.00% voting rights.
Board of Directors
As at 31 December 2024, the Board of Directors consists of the following directors:
* Mr. David Greenbaum
* Mr. Edward Hughes
* Mrs. Anita Dubost
* Mr. Alfred Brandner
The consolidated financial statements and separate annual accounts of the Company can be obtained at its registered office, 40, rue de la Vallée, L-2661 Luxembourg and at the following website: www.cpifimsa.com.
CPI FIM SA
Société Anonyme
R.C.S. Luxembourg B 44.996
NOTE 2 - ACCOUNTING PRINCIPLES, RULES AND METHODS
Basis of preparation and going concern
The annual accounts have been prepared in accordance with Luxembourg legal and regulatory requirements. Accounting policies and valuation rules are, besides the ones laid down by the law of 10 August 1915, as subsequently amended (“the Commercial Company Law”), determined and applied by the Board of Directors. The Company maintains its accounting records in Euro (EUR). The financial statements are presented in EUR. All figures in tables are presented rounded to the nearest thousand, except when otherwise indicated. The financial statements were authorized for issue by the Board of Directors on 31 March 2025.
Significant accounting policies
Financial assets
Financial assets include shares in affiliated undertakings, loans to affiliated undertakings, participating interests, loans to undertakings with which the undertaking is linked by virtue of participating interests and investments held as fixed assets. Financial assets are valued individually at the lower of their acquisition price less permanent impairment or recoverable value. Amounts owed by affiliated undertakings, amounts owed by undertakings with which the Company is linked by virtue of participating interest and other loans shown under “Financial assets” are recorded at their nominal value. A value adjustment is recorded when the recovery value is partially or fully compromised on permanent basis. The value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.
Provided and received cash pool transactions
The Company classifies the provided and received cash pool transactions on behalf agreed cash-pool contracts, including interests, as other current receivables and other current liabilities, respectively.
Debtors
Trade debtors, amounts owed by affiliated undertakings, amounts owed by undertakings with which the undertaking is linked by virtue of participating interest and other debtors are valued at their nominal value. They are subject to value adjustments where their recovery value is partially of fully compromised. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.
Provisions
Provisions are intended to cover losses or debts the nature of which is clearly defined and which at the balance sheet date are either likely or certain to be incurred but uncertain as to their amount or as to the date on which they will arise.# Provisions
Provisions may also be created in order to cover charges which have their origin in the financial year under review or in a previous financial year, the nature of which is clearly defined and which at the date of the balance sheet are either likely to be incurred or certain to be incurred but uncertain as to their amount or as to the date on which they will arise.
Creditors
Creditors include amounts owed to affiliated undertakings and trade and other creditors. Creditors are valued at their nominal value.
Conversion of foreign currencies
During the financial year, the acquisitions and sales of financial assets as well as income and charges in currencies other than EUR are converted into EUR at the exchange rate prevailing at the transaction dates. At the balance sheet date, the acquisition price of the financial assets – shares in affiliated, participating interests and other investments expressed in currency other than the EUR remains converted at the historical exchange rate. All other assets and liabilities expressed in a currency other than EUR are valued at the closing rate or historical rate under the prudence concept. The unrealised and realised losses, as well as the realised gains are recorded in the profit and loss account.
Cross-currency swaps – hedge
Cross-currency swap interest is recorded at its nominal value. The interest is reported in balance sheet as other debtors, respectively other creditors. The interest is reported separately in profit and loss account. The Company records the fixed amounts on off-balance accounts. The same approach is used for fair value of a cross-currency swap.
Derivative instrument - investments
The Company records the fixed amounts on off-balance accounts. The fair value of a derivative instrument is reported as other receivable, respectively payable, and in profit and loss account as similar income to interest, respectively expense.
Net turnover
Net turnover includes income from invoicing of operating costs.
CPI FIM SA Société Anonyme R.C.S. Luxembourg B 44.996
Value adjustments
Value adjustments are deducted directly from the related asset.
Other operating income
Other operating income includes income from invoicing of operating costs and providing management services.
NOTE 3 - FINANCIAL ASSETS
2024
Shares in affiliated undertakings
| 2024 | 2024 | 2024 | 2024 | 2024 | 2024 | 2024 | 2024 | |
|---|---|---|---|---|---|---|---|---|
| Gross book value | ||||||||
| Balance at 1 January 2024 | 1,000,381 | 4,413,234 | ||||||
| Additions for the year | 443,682 | 550,277 | ||||||
| Disposals for the year | (418,248) | (977,201) | ||||||
| Balance at 31 December 2024 | 1,025,815 | 3,986,310 | ||||||
| Accumulated value adjustments | ||||||||
| Balance at 1 January 2024 | (81,012) | (47,410) | ||||||
| Allocations for the year | (96,383) | (9,418) | ||||||
| Reversals for the year | 9,271 | 13,986 | ||||||
| Balance at 31 December 2024 | (168,124) | (42,842) | ||||||
| Net book value as at 1 January 2024 | ||||||||
| 919,369 | 4,365,824 | |||||||
| Net book value as at 31 December 2024 | 857,691 | 3,943,468 |
3.1 - Shares in affiliated undertakings
On 24 June 2024, the Company gained control over CPI Project Invest and Finance, a.s. through capital contribution of its subsidiaries Equator IV Offices sp. z o.o., Eurocentrum Offices sp. z o.o. and WFC Investments sp. z o.o., formerly subsidiary of Czech Property Investments a.s., entity within CPIPG Group. The Company concluded on 23 December 2024 Share purchase agreement with third party for sale of shares in BD Malostranská, a.s. The Company received advance for shares (see Note 8.1). The sale was finished in January 2025 (see Note 24). In the context of the impairment analysis, the Company compares acquisition cost with Net Equity of undertaking and applies value adjustment, when the Net equity is lower than acquisition cost. The Company uses the Net Equity method for the valuation of non-tradable shares. Results of value adjustments are reported in Note 17. Undertakings in which the Company holds participation in their share capital are detailed in the following table on the next page.
CPI FIM SA Société Anonyme R.C.S. Luxembourg B 44.996
| Name of the undertaking | Country | Ccy | % held | Cost | Cost change in 2024 | Cost 31.12.24 | Cost 31.12.23 | Accumulated impairment 31.12.24 | Reversal of impairment / (impairment) in 2024 | Accumulated impairment 31.12.23 | Carrying value 31.12.24 | Carrying value 31.12.23 | Net equity (**) 31.12.24 | Result of 2024 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| BD Malostranská, a.s. | Czech Republic | CZK | 100.00% | 5,474 | -- | 5,474 | -- | (677) | 677 | -- | 4,797 | 5,474 | 5,516 | (80) |
| Brno Property Invest XV., a.s. | Czech Republic | CZK | 100.00% | 1,062 | -- | 1,062 | -- | -- | (1,062) | (1,062) | 1,062 | -- | (799) | (3,267) |
| Bubny Development, s.r.o. | Czech Republic | CZK | 100.00% | 170,854 | 2,437 | 173,291 | -- | -- | -- | -- | 170,854 | 173,291 | 217,976 | 9,884 |
| BYTY PODKOVA, a.s. | Czech Republic | CZK | 100.00% | 67 | -- | 67 | -- | -- | -- | -- | 67 | 67 | 1,647 | 87 |
| Camuzzi, a.s. | Czech Republic | CZK | 100.00% | 3,646 | -- | 3,646 | -- | (1,230) | (2,416) | (3,646) | 2,416 | -- | (1,085) | (3,466) |
| CPI - Krásné Březno, a.s. | Czech Republic | CZK | 100.00% | 3,049 | -- | 3,049 | -- | (372) | (324) | (696) | 2,677 | 2,353 | 2,353 | (276) |
| CPI - Land Development, a.s. | Czech Republic | CZK | 100.00% | 36,641 | -- | 36,641 | -- | -- | -- | -- | 36,641 | 36,641 | 37,055 | (17) |
| CPI FIM GOLD, a.s. | Czech Republic | CZK | 100.00% | 85 | -- | 85 | -- | (5) | 1 | (4) | 80 | 81 | 81 | 3 |
| CPI FIM WHITE, a.s. | Czech Republic | CZK | 100.00% | 85 | -- | 85 | -- | (5) | 1 | (4) | 80 | 81 | 81 | 3 |
| CPI Park Chabařovice, s.r.o. | Czech Republic | CZK | 100.00% | 3,485 | -- | 3,485 | -- | -- | -- | -- | 3,485 | 3,485 | 5,911 | 1,000 |
| CPI Park Plzeň, s.r.o. | Czech Republic | CZK | 100.00% | 6,019 | -- | 6,019 | -- | -- | -- | -- | 6,019 | 6,019 | 18,562 | 10 |
| CPI Pigna S.r.l. | Italy | EUR | 100.00% | 3,621 | -- | 3,621 | -- | -- | (437) | (437) | 3,621 | 3,184 | 3,184 | (798) |
| CPI Podhorský park, s.r.o. | Czech Republic | CZK | 100.00% | 11,277 | -- | 11,277 | -- | -- | -- | -- | 11,277 | 11,277 | 26,835 | (395) |
| CPI Project Invest and Finance, a.s. | Czech Republic | CZK | 51.00% | -- | 436,736 | 436,736 | -- | -- | (91,331) | (91,331) | -- | 345,405 | -- | -- |
| CPI REV Italy II S.r.l. | Italy | EUR | 100.00% | 5,637 | -- | 5,637 | -- | (5,119) | (518) | (5,637) | 518 | -- | (789) | (1,307) |
| CPI South, s.r.o. | Czech Republic | CZK | 90.00% | 1,603 | -- | 1,603 | -- | -- | -- | -- | 1,603 | 1,603 | 2,182 | (91) |
| Development Doupovská, s.r.o. | Czech Republic | CZK | 75.00% | 3,046 | -- | 3,046 | -- | (2,796) | 23 | (2,773) | 250 | 273 | 364 | 36 |
| Diana Property Sp. z o.o. | Poland | PLN | 100.00% | 777 | -- | 777 | -- | -- | -- | -- | 777 | 777 | 1,867 | (186) |
| Equator IV Offices sp. z o.o.(*) | Poland | PLN | 0.00% | 30,419 | (30,419) | -- | -- | -- | -- | -- | 30,419 | -- | 30,902 | 106 |
| Estate Grand, s.r.o. | Czech Republic | CZK | 100.00% | 8 | -- | 8 | -- | -- | -- | -- | 8 | 8 | 6,593 | 93 |
| Eurocentrum Offices sp. z o.o.(*) | Poland | PLN | 0.00% | 132,752 | (132,752) | -- | -- | (6,196) | 6,196 | -- | 126,556 | -- | 130,520 | 2,946 |
CPI FIM SA Société Anonyme R.C.S. Luxembourg B 44.996
| Name of the undertaking | Country | Ccy | % held | Cost | Cost change in 2024 | Cost 31.12.24 | Cost 31.12.23 | Accumulated impairment 31.12.24 | Reversal of impairment / (impairment) in 2024 | Accumulated impairment 31.12.23 | Carrying value 31.12.24 | Carrying value 31.12.23 | Net equity (**) 31.12.24 | Result of 2024 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| FAMIACO ENTERPRISES COMPANY LIMITED | Cyprus | EUR | 100.00% | 1 | -- | 1 | -- | (1) | -- | (1) | -- | -- | -- | -- |
| Industrial Park Stříbro, s.r.o. | Czech Republic | CZK | 100.00% | 8 | -- | 8 | -- | -- | -- | -- | 8 | 8 | 41 | -- |
| JIHOVÝCHODNÍ MĚSTO, a.s. | Czech Republic | CZK | 100.00% | 41,287 | -- | 41,287 | -- | (30,881) | (186) | (31,067) | 10,406 | 10,220 | 10,220 | 4 |
| Land Properties, a.s. | Czech Republic | CZK | 100.00% | 26,558 | 2,150 | 28,708 | -- | (9,492) | 2,100 | (7,392) | 17,066 | 21,316 | 21,316 | 2,465 |
| Marki Real Estate sp. z o.o. | Poland | PLN | 100.00% | 22,282 | -- | 22,282 | -- | (18,524) | 272 | (18,252) | 3,758 | 4,030 | 4,030 | 213 |
| MQM Czech, a.s. | Czech Republic | CZK | 100.00% | 28,383 | 233 | 28,615 | -- | -- | -- | -- | 28,383 | 28,615 | 30,816 | 1,663 |
| NOVÁ ZBROJOVKA, s.r.o. | Czech Republic | CZK | 100.00% | 22,465 | -- | 22,465 | -- | -- | -- | -- | 22,465 | 22,465 | 107,420 | 3,367 |
| Nupaky a.s. | Czech Republic | CZK | 100.00% | 7,338 | -- | 7,338 | -- | (2,658) | (101) | (2,759) | 4,680 | 4,579 | 4,579 | (16) |
| ORCO Blumentálska a.s. | Slovakia | EUR | 100.00% | 2,980 | -- | 2,980 | -- | (2,980) | -- | (2,980) | -- | -- | -- | -- |
| Orco Bucharest | Cyprus | EUR | 100.00% | 3 | -- | 3 | -- | (3) | -- | (3) | -- | -- | -- | -- |
| Pietroni, s.r.o.(***) | Czech Republic | CZK | 100.00% | -- | -- | -- | -- | -- | -- | -- | -- | -- | 15,994 | (967) |
| Polygon BC, a.s. | Czech Republic | CZK | 100.00% | 77,324 | (1,348) | 75,976 | -- | -- | -- | -- | 77,324 | 75,976 | 83,658 | 4,163 |
| Rezidence Kunratice, s.r.o. | Czech Republic | CZK | 100.00% | 13 | -- | 13 | -- | -- | -- | -- | 13 | 13 | 3,543 | 181 |
| Rezidence Pragovka, s.r.o. | Czech Republic | CZK | 100.00% | 17,079 | -- | 17,079 | -- | -- | -- | -- | 17,079 | 17,079 | 86,060 | 3,423 |
| Strakonice Property Development, a.s. | Czech Republic | CZK | 100.00% | 221 | 71 | 292 | -- | (72) | (7) | (79) | 149 | 213 | 213 | (5) |
| STRM Alfa, a.s. | Czech Republic | CZK | 100.00% | 60,260 | 910 | 61,170 | -- | -- | -- | -- | 60,260 | 61,170 | 74,468 | 2,393 |
| STRM Beta, a.s. | Czech Republic | CZK | 100.00% | 5,224 | 1,144 | 6,368 | -- | -- | -- | -- | 5,224 | 6,368 | 14,155 | 4,331 |
| STRM Gama, a.s. | Czech Republic | CZK | 100.00% | 8,016 | -- | 8,016 | -- | -- | -- | -- | 8,016 | 8,016 | 23,410 | 2,856 |
| Vysočany Office, a.s. | Czech Republic | CZK | 100.00% | 7,770 | (164) | 7,606 | -- | -- | -- | -- | 7,770 | 7,606 | 10,225 | 682 |
| WFC Investments sp. z o.o.(*) | Poland | PLN | 0.00% | 253,565 | (253,565) | -- | -- | -- | -- | -- | 253,565 | -- | 247,690 | (11,008) |
| Difference due to rounding to thousand EUR and linking Total to other tables | (3) | 1 | (1) | (1) | -- | -- | (1) | (4) | (2) | |||||
| Total | 1,000,381 | 25,434 | 1,025,815 | -- | (81,012) | (87,112) | (168,124) | 919,369 | 857,691 |
() In-kind contribution to CPI Project and Finance,a. s.
() Net equity calculation is based on unaudited Financial Statements in accordance with IFRS as adopted by EU
(**) Acquisition cost is less than 500 EUR
CPI FIM SA Société Anonyme R.C.S. Luxembourg B 44.996
3.2 - Loans to affiliated undertakings
| 2024 | 2023 | |
|---|---|---|
| Amount due | 3,986,310 | 4,413,234 |
| Value adjustments | (42,842) | (47,410) |
| Net value | 3,943,468 | 4,365,824 |
The Company provides loans to affiliated undertakings with the interest rate range of 0.48%-13.83% p.a. (2023: 0.48%-15.14% p.a.) and maturity dates until December 2030. The Company provided non-interest bearing loan to Karpouzisi S.à r.l . (formerly ENDURANCE HOSPITALITY FINANCE S.à r.l.), for which the maturity date is not specified, in the amount of EUR 8,043 thousand (2023: EUR 8,043 thousand). Results of value adjustments are reported in Note 17 and Note 22.
3.3 - Participating interests
| Name of the undertaking | % held | Cost | Cost change in 2024 | Cost 31.12.24 | Cost 31.12.23 | Accumulated impairment 31.12.24 | Reversal of impairment / (impairment) in 2024 | Accumulated impairment 31.12.23 | Carrying value 31.12.24 | Carrying value 31.12.23 |
|---|---|---|---|---|---|---|---|---|---|---|
| Uniborc S.A. |
| Name | State | Ccy | % held | Cost change in 2024 | Accumulated impairment | Reversal of impairment (impairment) | Carrying value as at 31.12.24 | Carrying value as at 31.12.23 |
|---|---|---|---|---|---|---|---|---|
| CPI FIM SA | Lux | EUR | 35.00% | 7,725 | -- | (7,725) | -- | (7,725) |
| Total | 7,725 | -- | (7,725) | -- | (7,725) |
The Net Equity of the undertaking is negative in the amount of EUR 3,020 thousand (2023: EUR -1,604 thousand), therefore the Company applied value adjustment. Results of value adjustments are reported in Note 17 and Note 22.
3.4 - Loans to undertakings with which the undertaking is linked by virtue of participating interests
| 2024 | 2023 | |
|---|---|---|
| Amount due | 9,164 | 8,617 |
| Value adjustments | (3,020) | (1,604) |
| Net value | 6,144 | 7,013 |
As at 31 December 2024, the Company provided loans to Uniborc S.A. with an interest rate of 3M EURIBOR + 2.28 % p.a. (2023: 3M EURIBOR + 2.28% p.a.) and maturity date in May 2028. Results of value adjustments are reported in Note 17 and Note 22.
3.5 - Investments held as fixed assets
| Name | State | Ccy | % held | Cost | Cost change in 2024 | Cost Accumulated impairment | Reversal of impairment (impairment) | Accum. Impairment | Carrying value 31.12.24 | Carrying value 31.12.23 |
|---|---|---|---|---|---|---|---|---|---|---|
| Other undertakings* | MCO | 0.10% | 9 | -- | 9 | (4) | -- | (4) | 5 | |
| IT000545313 | ITA | EUR | -- | 120,898 | (2,090) | 118,808 | -- | -- | -- | 120,898 |
| Total | 120,903 | 118,813 |
*The Company uses the Net Equity method for the valuation of non-tradable shares.
IT000545313 Asset-Backed Variable Return Notes of CPI Italy 130 SPV S.r.l.
The Company subscribed notes of Partly Paid Asset Backed Variable Return Notes issued by investments vehicle CPI Italy 130 SPV S.r.l. in total nominal value EUR 300 million in September 2021 with initial investment of EUR 120,234 thousand. In 2024 the Company paid no additional investment (2023: nil) and received partly repayment in the amount of EUR 2,090 thousand (2023: EUR 32,765 thousand). The notes are repayable on 30 September 2031. Initial maturity date could be extended until 30 September 2036.
3.6 - Other loans
As at 31 December 2024, the Company recognises deposit in the amount of EUR 146 thousand (2023: EUR 146 thousand).
CPI FIM SA Société Anonyme R.C.S. Luxembourg B 44.996
NOTE 4 - CURRENT ASSETS
4.1 - Trade debtors becoming due and payable within one year
| 2024 | 2023 | |
|---|---|---|
| Amount due | 256 | 3,260 |
| Value adjustments | -- | (236) |
| Net value | 256 | 3,024 |
4.2 - Amounts owed by affiliated undertakings becoming due and payable within one year
The amounts owed by affiliated undertakings becoming due and payable within one year contain principals, accrued interest, other receivables and trade receivables on amounts owed by affiliated undertakings. As the cash-pool leader, the Company recognised the provided cash pool principal and interest balance within “Other” items. As at 31 December 2024, the cash-pool provided principal is EUR 60,297 thousand (2023: EUR 53,245 thousand) with the interest of EUR 416 thousand (2023: EUR 327 thousand).
| 2024 | 2023 | |||||||
|---|---|---|---|---|---|---|---|---|
| Principal | Interest | Other | Total | Principal | Interest | Other | Total | |
| Amount due | 20,850 | 120,874 | 74,036 | 215,760 | 577,710 | 132,317 | 129,645 | 839,673 |
| Value adjustments | (3,909) | (2,002) | (1) | (5,912) | (928) | (4,947) | -- | (5,875) |
| Net value | 16,941 | 118,872 | 74,035 | 209,848 | 576,782 | 127,370 | 129,645 | 833,798 |
Provided loans bear interest within range from 1.47% p.a. to 7.97% p.a. (2023: 1.4%-5.42% p.a.).
4.3 - Amounts owed by affiliated undertakings becoming due and payable after more than one year
The amounts owed by affiliated undertakings becoming due and payable after more than one year contain accrued interest that is payable together with principal. The Company concluded several interest-bearing assignments contracts within CPIPG Group, reported as “Other”.
| 2024 | 2023 | |||||||
|---|---|---|---|---|---|---|---|---|
| Principal | Interest | Other | Total | Principal | Interest | Other | Total | |
| Amount due | -- | 51,120 | 117,911 | 169,031 | -- | 30,801 | -- | 30,801 |
| Value adjustments | -- | -- | -- | -- | -- | -- | -- | -- |
| Net value | -- | 51,120 | 117,911 | 169,031 | -- | 30,801 | -- | 30,801 |
4.4 - Amounts owed by undertakings with which the undertaking is linked becoming due and payable within one year
The amounts owed by undertakings with which the undertaking is linked becoming due and payable within one year have been considered as follows:
| 2024 | 2023 | |||||||
|---|---|---|---|---|---|---|---|---|
| Principal | Interest | Other | Total | Principal | Interest | Other | Total | |
| Amount due | -- | 84 | -- | 84 | -- | 89 | -- | 89 |
| Value adjustments | -- | -- | -- | -- | -- | -- | -- | -- |
| Net value | -- | 84 | -- | 84 | -- | 89 | -- | 89 |
4.5 - Other debtors becoming due and payable within one year
The amounts owed by other debtors becoming due and payable within one year have been considered as follows:
| 2024 | Total | 2023 | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Principal | Interest | Other | Tax authorities | Principal | Interest | Other | Tax authorities | |||
| Amount due | -- | -- | 839 | 370 | 1,209 | -- | 852 | 828 | 317 | 1,997 |
| Value adjustments | -- | -- | (819) | -- | (819) | -- | -- | (819) | -- | (819) |
| Net value | -- | -- | 20 | 370 | 390 | -- | 852 | 9 | 317 | 1,178 |
CPI FIM SA Société Anonyme R.C.S. Luxembourg B 44.996
NOTE 5 - CAPITAL AND RESERVES
Subscribed capital and share premium account
As at 31 December 2024 and 2023, the subscribed capital of the Company of EUR 13,145,076.29 is represented by 1,314,507,629 ordinary shares. The shares of the Company have a par value of EUR 0.01 per share and are fully paid. Each share is entitled to a prorate portion of the profits and share capital of the Company, as well as to a voting right and representation at the time of a general meeting, all in accordance with statutory and legal provisions.
Legal reserve
In accordance with the Commercial Company Law, the Company must appropriate to the legal reserve a minimum of 5% of the annual net profit until such reserve equals 10% of the subscribed capital. Distribution in form of dividends of the legal reserve is prohibited.
Movements in capital and reserves
| Subscribed capital | Share premium account | Legal reserve | Profit / loss brought forward | Profit / loss for the financial year | TOTAL | |
|---|---|---|---|---|---|---|
| As at 31 December 2023 | 13,145 | 784,670 | 448,132 | (465,141) | 172,643 | 953,449 |
| AGM on 31 May 2024 – allocation of 2023 result | -- | -- | -- | 172,643 | (172,643) | -- |
| Profit for the financial year | -- | -- | -- | -- | 27,131 | 27,131 |
| As at 31 December 2024 | 13,145 | 784,670 | 448,132 | (292,498) | 27,131 | 980,580 |
NOTE 6 - AMOUNTS OWED TO CREDIT INSTITUTIONS
The Company concluded credit facility agreements in the total credit frame of EUR 11,183 thousand (2023: EUR 16,053 thousand) to grant funds for financing cash requirements of the CPIPG Group, with banks within Société Générale Group and OTP Banky Nyrt. As at 31 December 2024, unpaid arrangement and commitment fees are in the total amount of EUR 8 thousand (2023: EUR 18 thousand).
NOTE 7 - AMOUNTS OWED TO AFFILIATED UNDERTAKINGS
7.1 - Amounts owed to affiliated undertakings, becoming due and payable within one year
The Company, as a cash-pool leader, recognised cash-pool open balance as at 31 December 2024 as the other amounts owed to affiliated undertakings. The Company increased stakes in several Czech undertakings from German undertaking in the amount of EUR 313,121 thousand (2023: EUR 311,645 thousand), reported as “Other”.
The following amounts owed to affiliated undertakings are considered:
| 2024 | 2023 | |
|---|---|---|
| Principal | 123,276 | 88,300 |
| Interest | 103,785 | 103,825 |
| Other | 351,831 | 359,709 |
| Cash-pool principal | 37,163 | 47,690 |
| Cash-pool interest | 287 | 235 |
| Trade | 1,871 | 139 |
| Other | 312,510 | 311,645 |
| Total | 578,892 | 551,834 |
CPI FIM SA Société Anonyme R.C.S. Luxembourg B 44.996
7.2 - Amounts owed to affiliated undertakings, becoming due and payable after more than one year
| 2024 | 2023 | |
|---|---|---|
| Principal | 3,845,928 | 4,861,479 |
| Other | -- | -- |
| Total | 3,845,928 | 4,861,479 |
The Company received loans with interest rate range of 0.00% - 9.00% p.a. (2023: 0.00% - 7.86%p.a.) and maturity dates up to 27 January 2031.
NOTE 8 - OTHER CREDITORS
8.1 - Other creditors becoming due and payable within one year
The Company received advance for sale of shares of BD Malostranská, a.s. (see Note 3.1), recognised as “Other”.
| 2024 | 2023 | |
|---|---|---|
| Interest | -- | -- |
| Other | 1,788 | 14 |
| Total | 1,788 | 14 |
NOTE 9 - OTHER OPERATING INCOME
Other operating income includes mainly administrative service fees provided across the Group. The Company also received reimbursement of flights rendered within CPIPG Group through the flight service agreement entered in 2024 (see Note 23).
| 2024 | 2023 | |
|---|---|---|
| Administrative services | 947 | 1,222 |
| Flight services | 3,988 | 4,734 |
| Others | 72 | 69 |
| Total | 5,007 | 6,025 |
NOTE 10 - OTHER EXTERNAL EXPENSES
| 2024 | 2023 | |
|---|---|---|
| Rental, maintenance and repairs | 253 | 247 |
| Financial services | 134 | 470 |
| Bank fees | 50 | 36 |
| Professional fees - management fee | 663 | 26 |
| Professional fees: | 409 | 418 |
| legal fee | 31 | 122 |
| audit fee | 347 | 94 |
| advisory fee | 21 | 68 |
| other fee | 10 | 134 |
| Insurance fee | 1 | 2 |
| Advertising, publications, public relations | 16 | 16 |
| Travelling costs | 15 | 19 |
| Other various fees | 24 | 23 |
| Total | 1,565 | 1,257 |
CPI FIM SA Société Anonyme R.C.S. Luxembourg B 44.996
NOTE 11 - STAFF COSTS
The Company had 10 employees in 2024 (2023: 7).
| 2024 | 2023 | |
|---|---|---|
| Wages and salaries | 647 | 635 |
| Social security costs | 117 | 120 |
| Total | 764 | 755 |
NOTE 12 - VALUE ADJUSTMENTS IN RESPECT OF CURRENT ASSETS
| 2024 | 2023 | |
|---|---|---|
| Affiliated undertakings | (35) | (3,628) |
| Other | 235 | -- |
| Total | 200 | (3,628) |
NOTE 13 - OTHER OPERATING EXPENSES
| 2024 | 2023 | |
|---|---|---|
| Flight services | 5,074 | 4,739 |
| Directors fee | 62 | 61 |
| Other | 255 | 23 |
| Total | 5,391 | 4,823 |
NOTE 14 - INCOME FROM PARTICIPATING INTERESTS DERIVED FROM AFFILIATED UNDERTAKINGS
Income from participating interests derived from affiliated undertakings is as follows:
| 2024 | 2023 | |
|---|---|---|
| Dividend | 40 | 542 |
| Gain from disposal of undertakings/disposed undertakings | -- | 4,939 |
| Total | 40 | 5,481 |
NOTE 15 - INCOME FROM OTHER INVESTMENTS AND LOANS FORMING PART OF THE FIXED ASSETS
15.1 - Derived from affiliated undertakings
The loans forming part of the fixed assets generated interest income of EUR 237,709 thousand in the year 2024 (2023: EUR 252,831 thousand) and gain from disposal of loans in the amount of EUR 8,435 thousand (2023: EUR 1,581 thousand).
15.2 - Other income not from affiliated undertakings
The loans forming part of the fixed assets provided to interest participating and other parties generated interest income of EUR 595 thousand (2023: EUR 1,063 thousand). The Company received variable income from notes of Partly Paid Asset Backed Variable Return Notes issued by investments vehicle CPI Italy 130 SPV S.r.l.(see Note 3.5) in the amount of EUR 321 thousand (2023: 365 thousand). CPI FIM SA Société Anonyme R.C.S. Luxembourg B 44.996
NOTE 16 - OTHER INTEREST RECEIVABLE AND SIMILAR INCOME
16.1 - Derived from affiliated undertakings
| 2024 | 2023 | |
|---|---|---|
| Interest | 22,662 | 5,200 |
| Foreign currency exchange gains | 5,289 | 49,888 |
| Fair value of FX forward contract | 41 | 2,732 |
| Gains from the disposal of receivables from current assets | 448 | -- |
| Other | 404 | 86 |
| Total | 28,844 | 57,906 |
16.2 - Other interest and similar income
| 2024 | 2023 | |
|---|---|---|
| Interest | 1,465 | 2,589 |
| Foreign currency exchange gains | 1,364 | 1,340 |
| Other | 58 | 116 |
| Total | 2,887 | 4,045 |
NOTE 17 - VALUE ADJUSTMENTS IN RESPECT OF FINANCIAL ASSETS AND OF INVESTMENTS HELD AS CURRENT ASSETS
Value adjustments of financial assets are as follows:
| 2024 | 2023 | |
|---|---|---|
| Shares | (87,112) | (18,347) |
| Loans | 3,153 | 22,124 |
| Affiliated undertakings | 4,568 | 19,987 |
| Other | (1,415) | 3,137 |
| Total | (83,959) | 3,777 |
The positive value is decrease of value adjustments, the negative value is increase of value adjustments.
NOTE 18 - INTEREST PAYABLE AND SIMILAR EXPENSES
18.1 - Concerning affiliated undertakings
| 2024 | 2023 | |
|---|---|---|
| Interest | 150,970 | 146,957 |
| Foreign currency exchange losses | 12,901 | 476 |
| Loss on disposal of shares in affiliated | -- | 701 |
| Loss on disposal amounts owed by affiliated due to liquidation | -- | 97 |
| Other | 49 | -- |
| Total | 163,920 | 148,231 |
18.2 - Other interest and similar expenses
| 2024 | 2023 | |
|---|---|---|
| Interest | 3 | 133 |
| Foreign currency exchange losses | 1,140 | 1,166 |
| Loss on SPOT transactions | 43 | 340 |
| Other | 72 | 100 |
| Total | 1,258 | 1,739 |
CPI FIM SA Société Anonyme R.C.S. Luxembourg B 44.996
NOTE 19 - TAX ON PROFIT OR LOSS
The Company is subject to Luxembourg income tax and Net wealth tax. Income tax was nil in 2024 and 2023.
| 2024 | 2023 | |
|---|---|---|
| Net wealth tax | 25 | (12) |
| Other tax | 20 | |
| Total | 45 | (12) |
NOTE 20 - OFF BALANCE SHEET COMMITMENTS
In relation to the strategy of developing its financing activity, the Company signed several credit facility agreements. The Company has provided credit facility to following entities:
| Type of entity | Drawdown Limit 2024 | Drawdown Limit 2023 |
|---|---|---|
| Affiliated undertakings | 5,170,440,000 CZK | 3,351,440,000 CZK |
| 417,730,608 EUR | 74,000,000 EUR | |
| Affiliated undertakings – entities in CPI Group | 28,337,135,272 CZK | 39,623,660,348 CZK |
| 4,004,031,540 EUR | 5,719,798,540 EUR | |
| 201,891,694 GBP | 206,950,000 GBP | |
| 62,325,240,000 HUF | 87,418,469,600 HUF | |
| 150,000,000 RON | 150,000,000 RON | |
| 2,900,000 USD | 2,900,000 USD | |
| 280,000,000 AED | -- AED | |
| Others (participating interests, related) | 319,444,658 EUR | 314,416,824 EUR |
| -- CZK | 601,508,056 CZK |
The Company has been provided credit facility agreements from following entities:
| Type of entity | Drawdown Limit 2024 | Drawdown Limit 2023 |
|---|---|---|
| Affiliated undertakings | 269,000,000 CZK | 89,000,000 CZK |
| 302,500,000 EUR | 297,500,000 EUR | |
| -- PLN | -- PLN | |
| Affiliated undertakings – entities in CPI Group | 4,670,800,000 CZK | 4,125,800,000 CZK |
| 4,994,883,485 EUR | 5,411,883,485 EUR |
NOTE 21 - REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS
The Board attendance compensation for the year 2024 amounts to EUR 62,000 (2023: EUR 61,000). The Annual General Meeting held on 28 May 2014 resolved to approve, with the effect as of 1 January 2014, the payment of attendance fees to all independent, non-executive Directors of the Company in the amount of EUR 3,000 per calendar month as a base fee and empowered the Board of Directors to decide at its sole discretion about the payment of additional fees up to EUR 3,000 per calendar month to independent, non-executive Directors of the Company.
NOTE 22 - RELATED PARTY TRANSACTIONS
The Company considers entities reported as affiliated undertakings:
- entity, that are owned by the Company (directly or indirectly),
- related party owned directly or indirectly by CPI Property Group S.A.
The Company considers related party reported as other:
- Mr. Radovan Vítek and related party owned by Mr. Radovan Vítek, the ultimate beneficial owner of the Company.
CPI FIM SA Société Anonyme R.C.S. Luxembourg B 44.996
Entity owned by the Company (directly or indirectly) in 2024
Transactions with these partners are part of Notes 3.1, 3.2, 3.3, 3.4, 4.2, 4.3, 4.4, 7.1, 7.2, 12, 14, 15.1, 15.2, 16.1, 17 and 18.1.
- BD Malostranská, a.s.
- Brno Property Invest XV., a.s.
- Bubny Development, s.r.o.
- BYTY PODKOVA, a.s.
- Camuzzi, a.s.
- CD Property s.r.o.
- CPI - Krásné Březno, a.s.
- CPI - Land Development, a.s.
- CPI FIM GOLD, a.s.
- CPI FIM WHITE, a.s.
- CPI Park Chabařovice, s.r.o.
- CPI Park Plzeň, s.r.o.
- CPI Park Žďárek, a.s.
- CPI Pigna S.r.l.
- CPI Podhorský Park, s.r.o.
- CPI Project Invest and Finance, a.s.
- CPI REV Italy II S.r.l.
- CPI South, s.r.o.
- Darilia, a.s.
- Development Doupovská, s.r.o.
- Diana Property Sp. z o.o.
- Equator IV Offices sp. z o.o.
- Estate Grand, s.r.o.
- Eurocentrum Offices sp. z o.o.
- FAMIACO ENTERPRISES COMPANY LIMITED
- Industrial Park Stříbro, s.r.o.
- JIHOVÝCHODNÍ MĚSTO, a.s.
- Land Properties, a.s.
- Les Mas du Figuier
- Marki Real Estate sp. z o.o.
- MQM Czech, a.s.
- NOVÁ ZBROJOVKA, s.r.o.
- Nupaky a.s.
- Pietroni, s.r.o.
- Polygon BC, a.s.
- Rezidence Kunratice, s.r.o.
- Rezidence Pragovka, s.r.o.
- SCP Reflets
- Strakonice Property Development, a.s.
- STRM Alfa, a.s.
- STRM Beta , a.s.
- STRM Gama, a.s.
- Uniborc S.A.
- Vysočany Office, a.s.
- WFC Investments sp. z o.o.
Related party owned directly or indirectly by CPI Property Group S.A., with them the Company recognised transactions in 2024 and 2023
Transactions with these partners are part of Notes 3.2, 4.2, 4.3, 7.1, 7.2, 9, 10, 12, 13, 15.1, 15.2, 16.1, 17 and 18.1.
- 1 Bishops Avenue Limited
- Agrome s.r.o.
- Andrassy Hotel Zrt.
- Andrássy Real Kft.
- Angusland s.r.o.
- Balvinder, a.s.
- Baudry Beta, a.s.
- BAYTON Alfa, a.s.
- BAYTON Gama, a.s.
- Best Properties South, a.s.
- Biochov s.r.o.
- Biopotraviny s.r.o.
- BPT Development, a.s.
- Březiněves, a.s.
- BRNO INN, a.s.
- Brno Property Development, a.s.
- Brno Property Invest I., s.r.o.
- Brno Property Invest II., s.r.o.
- Byty Lehovec, s.r.o.
- CAMPONA Shopping Center Kft.
- Carpenter Invest, a.s.
- CEE PROPERTY-INVEST Immobilien GmbH
- Ceratopsia, a.s.
- Českolipská farma s.r.o.
- Českolipská zemědělská a.s.
- Chuchle Arena Praha, s.r.o. (merged with V Team Prague, s.r.o.)
- Conradian, a.s.
- CPI - Bor, a.s.
- CPI - Horoměřice, a.s.
- CPI - Orlová, a.s.
- CPI - Real Estate, a.s.
- CPI - Zbraslav, a.s.
- CPI Beet, a.s.
- CPI Black, s.r.o.
- CPI Blatiny, s.r.o.
- CPI BYTY, a.s.
- CPI Development Services, s.r.o. (formerly Brno Development Services, s.r.o.)
- CPI East,s.r.o.
- CPI Energo Slovakia, s.r.o.
- CPI Energo, a.s.
- CPI Facility Management Kft.
- CPI Facility Slovakia, a.s.
- CPI Finance CEE, a.s.
- CPI Flats, a.s.
- CPI Green, a.s.
- CPI Group Services, a.s.
- CPI Hotels Poland sp. z o.o.
- CPI Hotels Properties, a.s.
- CPI Hotels Slovakia, s. r. o.
- CPI Hotels, a.s.
- CPI Hungary Investments Kft.
- CPI Hungary Kft.
- CPI IMMO
- CPI Kappa, s.r.o.
- CPI Management, s.r.o.
- CPI Národní, s.r.o.
- CPI Office Business Center, s.r.o.
- CPI Office Prague, s.r.o.
- CPI Park Jablonné v Podještědí, s.r.o.
- CPI Poland Property Management sp. z o.o.
- CPI Poland Sp. z o.o.
- CPI Property Group S.A.
- CPI Property, s.r.o.
- CPI Reality, a.s.
- CPI Retail One Kft.
- CPI RETAIL PORTFOLIO HOLDING Kft.
- CPI Retail Portfolio I, a.s.
- CPI Retail Portfolio VIII s.r.o.
- CPI Sekunda, s.r.o.
- CPI Septima, a.s.
- CPI Services, a.s.
- CPI Shopping MB, a.s.
- CPI Shopping Teplice, a.s.
- CPI Silver, a.s.
- CPI Smart Power, a.s.
- CPI Solar ONE, a.s.
- CPI Solar Slovakia ONE, s.r.o.
- CPI Théta, a.s.
- CPI Žabotova, a.s.
- CPIPG Management S.à r.l.
- CPIPG Retails Holding S.à r.l.
- CT Development sp. z o.o.
- CZ Hotel Properties JV, s.r.o. (formerly CPI Kvinta, s.r.o.)
- Czech Property Investments, a.s.
- Děčínská zemědělská a.s.
- Diana Development sp. z o.o.
- Eclair s.r.o. (formerly Eclair Aviation s.r.o.)
- EMH South, s.r.o.
- Europeum Kft.
- Farhan, a.s.
- Farma Ploučnice a.s.
- Farma Svitavka s.r.o.
- Farmy Frýdlant a.s.
- FL Property Development, a.s.
- Futurum HK Shopping, s.r.o.
- FVE Dělouš, s.r.o.
- FVE Radkyně, s.r.o.
- FVE roofs & grounds, s.r.o.
- Gebauer Höfe Liegenschaften GmbH
- GSG ARMO Verwaltungsgesellschaft mbH
- GSG Asset GmbH & Co. Verwaltungs KG
- GSG Berlin GmbH (formerly Gewerbesiedlungs-Gessellschaft mbH)
- GSG Berlin Invest GmbH
- GSG Europa Beteiligungs GmbH
- GSG Gewerbehöfe Berlin 1. GmbH & Co. KG
- GSG Gewerbehöfe Berlin 2. GmbH & Co. KG
- GSG Gewerbehöfe Berlin 3. GmbH & Co. KG
- GSG Gewerbehöfe Berlin 4. GmbH & Co. KG
- GSG Gewerbehöfe Berlin 5. GmbH & Co. KG
- HD Investment s.r.o.
- Hightech Park Kft.
- Hospitality invest S.à r.l.
- HOTEL U PARKU, s.r.o.
- Hraničář, a.s.
- IS Nyír Kft.
- IS Zala Kft.
- JAGRA spol. s r.o.
- Janáčkovo nábřeží 15, s.r.o.
- Jetřichovice Property, a.s.
- Karnosota, a.s.
- Karpouzisi S.à r.l. (formerly ENDURANCE HOSPITALITY FINANCE S.à r.l.)
- Kerina, a.s.
- KOENIG Shopping, s.r.o.
- Kunratická farma, a.s.
- LD Praha, a.s.
- Le Regina Warsaw Sp. z o.o.
- Lockhart, a.s.
- Lucemburská 46, a.s.
- Marcano, a.s.
- Marissa Omikrón, a.s.
- Marissa Tau, a.s.
- Marissa Théta, a.s.
- Marissa West, a.s.
- MARRETIM s.r.o.
- Mercuda, a.s.
- MMR RUSSIA S.à r.l.
- Moniuszki Office sp. z o.o.
- MUXUM, a.s.
- Na Poříčí, a.s.
- New Age Kft.
- Nymburk Property Development, a.s.
- Olomouc Building, a.s.
- Orchard Hotel a.s.
- Outlet Arena Moravia, s.r.o.
- OZ Trmice, a.s.
- Ozrics Kft.
- PCC - Hotelerrichtungs- und Betriebsgesellschaft m.b.H. & Co. KG
- Peponisi S.à r.l. (formerly ENDURANCE HOSPITALITY ASSET S.à r.l.)
- Platnéřská 10 s.r.o.
- Pólus Shopping Center Zrt.
- PROJECT FIRST a.s.
- Projekt Nisa, s.r.o.
- Projekt Zlatý Anděl, s.r.o.
- Prostějov Investments, a.s.
- PV - Cvikov s.r.o.
- Real Estate Energy Kft.
- Residence Belgická, s.r.o.
- Residence Izabella Zrt.
- Rezidence Jančova, s.r.o.
- Rezidence Malkovského, s.r.o.
- RISING FALCON HOLDING LIMITED
- Rizeros, a.s.
- Savile Row 1 Limited
- SC Czech AHG, s.r.o.
- SCP Reflets Seattle, s.r.o.
- Sentreta, a.s.
- Spojené farmy a.s.
- ST Project Limited
- Statek Kravaře, a.s.
- Statenice Property Development, a.s.
- Tachov Investments, s.r.o.
- Telč Property Development, a.s.
- Tepelné hospodářství Litvínov s.r.o.
- Třinec Property Development, a.s.
- Turf Praha a.s. (merged with Závodiště Chuchle, a.s.)
- Tyršova 6, a.s.
- U svatého Michala, a.s.
- Uchaux Limited
- Uniborc S.A.
- V Team Prague, s.r.o.
- Verneřický Angus a.s.Vigano, a.s.
Vulpixo, s.r.o.
WXZ1 a.s. v likvidaci
Závodiště Chuchle, a.s. (merged with Turf Praha a.s.)
Zelená farma s.r.o.
Zelená louka s.r.o.
ZEMSPOL s.r.o.
ZET.office, a.s.
Related party owned by Mr. Radovan Vítek reported as other Transactions with these partners are part of Notes 4.1 and 9.
Aspermont S. à r.l.
Boville S. à r.l.
CPIPG Holding S.à r.l.
Efimacor S. à r.l.
Larnoya Invest S.à r.l.
Logan Estates S.à r.l. – Ed Hughes
Ravento S.à r.l.
Senales Invest S.à r.l.
Rizalit, a.s.
Vítek Radovan
Other related party reported as Other linked by management of the Company – investments vehicle Transactions with these partners are part of Notes 3.5 and 15.2.
CPI Italy 130 SPV S.r.l.
CPI FIM SA Société Anonyme R.C.S. Luxembourg B 44.996
NOTE 23 - LITIGATIONS
Kingstown dispute in Luxembourg
On 20 January 2015, the Company was served with a summons containing petition of the three companies namely Kingstown Partners Master Ltd. of the Cayman Islands, Kingstown Partners II, LP of Delaware and Ktown LP of Delaware (together referred to as „Kingstown“), claiming to be the shareholders of CPI FIM SA, filed with the Tribunal d´Arrondissement de et a Luxembourg (the “Luxembourg Court”). The petition seeks condemnation of CPIPG, CPI FIM and certain members of CPI FIM SA’s board of directors as jointly and severally liable to pay damages in the amount of EUR 14.5 million and compensation for moral damage in the amount of EUR 5 million. According to Kingstown’s allegation the claimed damage has arisen as a consequence of inter alia alleged violation of CPI FIM’s minority shareholders rights. The Management of the Company has been taking all available legal actions to oppose these allegations in order to protect the corporate interest as well as the interest of its shareholders. Accordingly, the parties sued by Kingstown raised the exceptio judicatum solvi plea, which consists in requiring the entity who initiated the proceedings and who does not reside in the European Union or in a State which is not a Member State of the Council of Europe to pay a legal deposit to cover the legal costs and compensation procedure. On 19 February 2016 the Luxembourg Court rendered a judgement, whereby each claimant has to place a legal deposit in the total amount of EUR 90 thousand with the “Caisse de Consignation” in Luxembourg in order to continue the proceedings. Kingstown paid the deposit in January 2017, and the litigation is pending. In October 2018, Kingstown's legal advisers filed additional submission to increase the amount of alleged damages claimed to EUR 157.0 million, without prejudice to interest. The Company continues to believe the claim is without merit. On 21 June 2019 the Company received a first instance judgment, which declared that a claim originally filed by Kingstown in 2015 was null and void against CPIPG. The Court dismissed the claim against CPIPG because the claim was not clearly pleaded (“libellé obscur”). Specifically, Kingstown did not substantiate or explain the basis of their claim against CPIPG and failed to demonstrate how CPIPG committed any fault. In December 2020, the Luxembourg Court declared that the inadmissibility of the claim against CPIPG and certain other defendants has not resulted in the inadmissibility of the litigation against the Company and the remaining defendants. Some defendants have decided to appeal against this judgment of which declared the claim admissible against CPI FIM. On 28 March 2023 the court of appeal has rejected the appeal and therefore the case will be heard on the merits before the first instance Luxembourg Court during 2025.
Disputes related to warrants issued by the Company
CPI FIM was sued by holders of the warrants holders of 2014 Warrants registered under ISIN code XS0290764728 (the “2014 Warrants“). The first group of the holders of the Warrants sued CPI FIM for approximately EUR 1.2 million in relation to the Change of Control Notice published by CPI FIM, notifying the holders of the 2014 Warrants that the Change of Control, as defined in the Securities Note and the Summary for the 2014 Warrants, occurred on 8 June 2016. The second holder of the 2014 Warrants sued CPI FIM for approximately EUR 1 million in relation to the alleged change of control which allegedly occurred in 2013. These litigations are pending. CPI FIM is defending itself against these lawsuits. It is reminded that in accordance with the judgement of the Paris Commercial Court pronounced on 26 October 2015 concerning the termination of the CPI FIM’s Safeguard Plan, liabilities that were admitted to the Safeguard, but are conditional or uncalled (such as uncalled bank guarantees, conditional claims of the holders of 2014 Warrants registered under ISIN code XS0290764728, provided that they were admitted to the Safeguard plan), will be paid according to their contractual terms. Pre-Safeguard liabilities that were not admitted to the CPI FIM’s Safeguard will be unenforceable. As such, only claims of holders of the 2014 Warrants, whose potential claims were admitted to the CPI FIM’s Safeguard Plan, could be considered in respect of the present Change of Control. Claims of holders of the 2014 Warrants that were not admitted to the CPI FIM’s Safeguard will be unenforceable against CPI FIM. To the best of Company’s knowledge, none of the holders of the 2014 Warrants who sued CPI FIM filed their claims 2014 Warrants related claims in the CPI FIM’s Safeguard Plan. On 9 March 2023 the Luxembourg Court issued a judgment, rejecting the claims of the holders of the 2014 Warrants. The Luxembourg Court confirmed that any claim in relation to the change of control provision had to be made, in accordance with the provisions of the Paris Commercial Code, within 2 months as from the date of publication of the judgement opening the Safeguard Procedure in the French Official Gazette. Since the claimants did not comply with this obligation, their claim for payment under the change of control provision is not well-founded and has to be rejected. The claimants did not appeal and the case is closed now.
NOTE 24 - POST BALANCE SHEET EVENTS
The Company finished in January 2025 sale of shares of BD Malostranská, a.s. to third party. There have been other material post balance sheet events that would require disclosure or adjustment to these annual accounts.
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