Eleving Group S.A.

Eleving Group S.A. - 894500N14T2GUDX0FL66 - 2024 standalone xhtml (with the report of the réviseur d’enterprises agréé) Eleving Group Société anonyme Registered office: 8-10 Avenue de la Gare L-1610, Luxembourg Luxembourg Trade and Companies Register number: B 174.457 Annual accounts for the financial year ended 31 December 2024 3 6 12 17 19 33 Management report Report of the réviseur d’enterprises agréé Balance sheet Profit and loss account Notes to annual accounts Management Boards’ statement Table of contents Eleving Group Société anonyme The Management Board of the Company presents the report on the annual accounts for the year ended 2024. All the figures are presented in EUR (euro). The main goal of the Company is to develop the business of its affiliated undertakings. It acts as the ultimate holding and financing company for the group therefore its success is measured from financial results of the Group as a whole and not from its standalone results only. Since the last day of the reporting year several other significant events took place: 2) In March 2025 the Company received dividends from its subsidiaries for total amount of EUR 10 943 452. Total assets of the Company increased to EUR 235.5 million (7% increase, compared to 219.7 million EUR in 2023). During the last quarter of 2024, the Group accomplished the largest initial public offering (IPO) in Nasdaq Riga’s history. Immediate short term use of the proceeds was allocated to redeeming Eleving Group’s subordinated bonds and selectively repaying higher cost Mintos outstanding loans. The remaining IPO proceeds were allocated for organic growth, new product rollout, and new market launches. 1) During first quarter of 2025 the Company successfully tapped its EUR 50 million Eurobond (ISIN DE000A3LL7M4) by issuing additional EUR 40 million, which will be mainly used to fuel the future growth of the business and partially refinance existing liabilities. The new bonds where issued with a 10% yield to maturity since additional discount of 9% of nominal was deducted at the moment of the tap. In 2024 the Company had no research and development activities. During 30 days after IPO the Company performed purchase of its own share as part of share price stabilisation process. As a result the Company purchased in total 689 558 shares for total amount of EUR 1 146 772. In 2024 the Group continued to cooperate with continental Europe’s leading marketplace for loans - Mintos ( www.mintos.com ). Currently, the Group has one of the largest loan portfolios listed in the platform, and it offers investors to invest in Group’s loans originated in thirteen operational entities. The Company does not have any branches as at 31 December 2024. Management report Eleving Group S.A. Management Report General information 28 April 2025 Operations and Financial Results In 2024 the Company generated EUR 34 600 034 revenue (income from participating interests and income from other investments and loans forming part of the fixed assets) (2023: EUR 26 392 990) and EUR 7 003 721 profit (2023 profit: EUR 4 744 144). Eleving Group S.A. (hereinafter referred to as – the Company) and its affiliated undertakings (hereinafter together referred to as – the Group) is an international and fast-growing financial technology company with a vast global reach. Operating on three continents, the Groups companies recognize the niche underserved by conventional lenders and provide financial inclusion by disruptively changing the used car and consumer financing industry. Founded in 2012 in Latvia, the Group revolutionized how people acquire used cars. Having expanded to the Baltic region within a year after its launch, the Group continued its further expansion, operating in 16 active markets as of the end of 2024. Eleving Group has disrupted the used vehicle market and how a person's social mobility can be elevated through access to convenient and responsible lending. The Group's main car financing products are financial leasing, where customers use the Group's services to acquire the vehicles, and leaseback financing, where the customer sells their vehicle and leases it back to Eleving. The Groups consumer finance business offers flexible financial products starting with a credit line and ending with an installment loan with a focus on providing accessibility to a substantial amount of money in the most convenient way. Innovative financial solutions, the transparency provided by the presence in the international capital markets, and a talented team of 2 589 people on average during the reporting year make the Group one of the top fastest growing companies in the industry. Despite the uncertainty in the global economy, demand for consumer credit products has not weakened, and customer's ability to settle their liabilties is still higher than expected in a period of economic uncertainty and elevated interest rates environment. The Group has successfully addressed the diversification of the funding structure by unlocking numerous additional financing channels like local impact funds, bank loans, local notes.  Also, the Group continues to maintain lean operations and strong cost discipline. Together with the increasing digitization of the daily processes, the Group managed to maintain a very cost-effective business even in an inflationary environment. These activities together with a succesfull IPO have substantially strenghtened the Group's capitalization. The Group has also further improved its position in green mobility by continuously expanding electric motorcycle financing services in the African region with over 2 000 units financed and an investment of approximately EUR 2 million to expand this product line.. The Company and the Group had a year where its net loan portfolio reached a new all time high amount of EUR 369 million while maintaining stable portfolio quality. During the 2024 financial year the Group's credit rating was improved from B- (stable outlook) to a B (stable outlook) issuer as well as senior secured bond rating by Fitch. 3 Liquidity risk Cash flow risk The Company manages its cash flow risk by: Price risk Credit risk Market risk Currency risk The Company’s activities expose it to a variety of financial risks: market risk (including currency risk and interest rate risk), credit risk, and liquidity risk. The Company’s overall risk management focuses on financial markets and seeks to minimize potential adverse effects on the Company’s financial performance. The Company uses derivative financial instruments to hedge certain risk exposures, which are carried out by the central treasury department (Company’s treasury). The Group controls its liquidity by managing the amount of funding it attracts through marketplace platforms for loans, which provides the management with greater flexibility to manage the level of borrowings and available cash balances. Also, the Group manages its longer-term liquidity needs by obtaining funding from international capital markets, in particular by issuing new Bonds and refinancing existing Bonds before they expire. The Company ensures its short term liquidity by planning short term cash flows within the Group on regular basis. The Group is exposed to credit risk through its loans and advances to customers, as well as cash and cash equivalents. The key areas of credit risk policy cover the loan granting process (including solvency check of the lessee or the borrower), monitoring methods, as well as decision-making principles. The Group uses financed vehicles as collateral to significantly reduce the credit risk. Eleving Group S.A. Management Report The Group operates by applying a clear set of loan granting criteria. These criteria include assessing the credit history of the customer, means of loan repayment and understanding the loan object. The Group takes into consideration both quantitative and qualitative factors when assessing the creditworthiness of the customer. Based on this analysis, the Group sets the credit limit for each customer. When the loan agreement has been signed, the Group monitors the loan object and the customer’s solvency. The Group has developed a loan monitoring process that helps quickly spot any possible non- compliance with the provisions of the agreement. The receivable balances are monitored on an ongoing basis to ensure that the Group’s exposure to bad debts is minimized and, where appropriate, sufficient provisions are made. The Group does not have a significant credit risk exposure to any single counterparty but is exposed to risks to the group of counterparties having similar characteristics. The Group takes on exposure to market risks, which are the risks that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risks arise from open positions in the interest rate and currency products, all of which are exposed to general and specific market movements and changes in the level of volatility or market rates or prices, such as interest rates and foreign exchange rates. Currency risk is defined as the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. The Group is exposed to the effects of fluctuations in the prevailing foreign currency exchange rates from its affiliated companies on its financial position and cash flows. The most significant foreign currency exposure (above EUR one million) comes from Armenia, Lesotho, Moldova, Ukraine and Uzbekistan. In most of the markets with exception of Kenya, Uganda and Namibia the Group has evaluated potential hedging options but, due to the costs associated with it, has decided not to pursue a hedging strategy for now and assume potential short to mid-term currency fluctuations with retaining potential upside from strengthening of the mentioned currencies. Nevertheless, the Group has a practice of pricing in the currency risk within the cost of its products in the most volatile markets from a foreign currency perspective. In addition, the Group is making substantial progress in issuing as many loans as possible in EUR and USD currencies. Having now a significant portfolio of USD loans, mainly linked to Kenya, and Uganda, the Group has started to proactively manage the foreign currency exposure risk towards USD. The proactive management of USD exposure can be observed by forward contract purchases that have started already in 2020 and continued since then. For African countries with significant foreign currency exposure where hedging options are available, the Group’s hedging policy aims to utilize these instruments to reduce the value of assets exposed to currency risk. Currently, hedging options are available in Kenya, Uganda, and Namibia. As a standalone entity, the Company is exposed to Kenyan Shilling (KES) currency risk through a loan issued to an affiliated company in Kenya. This loan, denominated in KES, exposes the Company to currency fluctuations. To mitigate this risk, a EUR-KES derivative arrangement has been concluded with its affiliated company in Latvia. Financial risks The Company continuously monitors its intra-group financing arrangements to ensure alignment with market conditions and regulatory standards. The Company is exposed to cash flow risk arising from variations in the timing and amount of cash flows generated by its operating activities. This includes uncertainties related to customer payment behavior, supplier terms, and fluctuations in operating expenses. - Maintaining a liquidity buffer in the form of available cash reserves; - Monitoring accounts receivable and applying credit control policies to reduce late payments; - Aligning major investment decisions with the availability of cash resources and projected operating cash flows. The Company primarily provides financing to entities within the same corporate group and derives its income from interest on intra-group loans. As such, it is not materially exposed to price risk arising from fluctuations in external market prices or interest rates. Interest rates on intra-group loans are determined in accordance with the Group’s transfer pricing policy and are regularly reviewed to ensure compliance with applicable regulations, including the OECD Transfer Pricing Guidelines and Luxembourg tax requirements. Given the Company’s ability to set and adjust interest rates within the Group, and the absence of significant exposure to third-party financial markets, the price risk is considered to be immaterial. 4 Interest rate risk Future outlook Monitor further developments related to U.S. imposed, but paused for 90 days tariffs and assess potential impact and actions needed by the Company if they come into effect later during the year. Roll out consumer loan products in selected vehicle segment markets. Maintain existing market positions, with a focus on growing portfolio across all markets Analyse opportunities for further growth in new markets Focus on efficient capital allocation between the existing markets and products. Evaluate possible growth opportunities through portfolio or business acquisitions or new market launches The Company has very limited exposure to interest rate risk since all its borrowings are at fixed rate except borrowings from other creditors which have variable component of EURIBOR included. Sébastien Jean-Jacques J. François Corporate Governance Statement Eleving Group S.A. Management Report Going into 2025 the Company and its affiliated undertakings intend to: Launch new markets. Further scale up electric motorcycle financing products. Launch a new financing products across existing Sub-Saharan markets. Maintain sufficient and comfortable headroom for financial covenants: Interest Coverage ratio (ICR), Net Leverage ratio and Capitalization ratio Eleving Group S.A. Corporate Governance Statement has been included in the Management report included in the Eleving Group S.A. consolidated annual report for the year ended 31 December 2024, and it is also available to the public electronically on the Eleving Group S.A. webpage www.eleving.com. The Companys's performance is directly linked to overall performance of the whole Group thus in order to grow the business in the near future the overall Group's strategy will rely on three core pillars - organic growth in existing markets with current products, new product roll out in the existing markets and entering new markets. The Group will also evaluate and explore possible growth opportunities through the portfolio and/or business acquisitions. Group’s capital management strategy focuses on maintaining and strengthening its financial covenants, particularly the interest coverage ratio, net leverage ratio, and capitalization ratio. Another strategic goal is to continue increasing the debt financing raised in local currencies in Africa based markets to have a natural hedge and to facilitate further growth in the respective markets. The Group will pursue different avenues to achieve that, such as local bank financing, bond programs, and impact investors. Additionally the Group will explore opportunities to further explore Eurobond markets for a refinance and new capital raise purposes. Financial risks (continued) Signed on behalf of the Company on 28 April 2025 by: Māris Kreics 5 Category A Member of the Managemen Board Category B Member of the Managemen Board Tel. 352 45 123-1 1, rue Jean Piret www.bdo.lu Boîte Postale 351 L-2013 Luxembourg REPORT OF THE REVISEUR D’ENTREPRISES AGREE To the Shareholders of Eleving Group Société Anonyme 8-10, Avenue de la Gare L - 1610 Luxembourg Report on the audit of the annual accounts Opinion We have audited the annual accounts of Eleving Group (the “Company”), which comprise the balance sheet as at 3t December 2024, and the profit and loss account for the year then ended, and notes to the annual accounts, including a summary of significant accounting policies. In our opinion, the accompanying annual accounts 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 preparation and presentation of the annual accounts. Basis for opinion We conducted our audit in accordance with the EU Regulation 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 Regulation 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 annual accounts » 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 annual accounts, and have fulfilled our other ethical responsibilities under those ethical requirements. We believe that the audit evidence we have 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 annual accounts of the current period. These matters were addressed in the context of the audit of the annual accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. BDO Audit, Société Anonyme R.C.S. Luxembourg B 147.570 TVA LU 23425810 BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO Intemational Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms. IBDO Valuation of shares in affiliated undertakings, loans to affiliated undertakings, loans to undertakings with which the undertaking is linked by virtue of participating interests and amounts owed by affiliated undertakings a) Why the matter was considered to be one of the most significant? Being the ultimate parent entity of Eleving Group, the Company's assets mainly consist of shares in affiliated undertakings, loans to affiliated undertakings, loans to undertakings with which the undertaking is linked by virtue of participating interests and amounts owed by affiliated undertakings. We refer to the accounting policies in notes 2 and 3 and to the financial disclosure in Notes 4, 5, 6, 7 and 21 to the annual accounts. The carrying amounts of shares in affiliated undertakings, loans to affiliated undertakings, loans to undertakings with which the undertaking is linked by virtue of participating interests and amounts owed by affiliated undertakings amount respectively to EUR 10.618 thousand, EUR 205.351 thousand, EUR 3.254 thousand and EUR 2.210 thousand and represent respectively 4,5%, 86,8%, 1,4% and 0,9% of the Company’s total assets as at 31 December 2024. As at 31 December 2024, the Company has recognized value adjustments amounting to EUR 79 thousand in respect of these assets. At the end of each reporting period, management is required to assess whether there is any permanent reduction in value of financial assets measured at cost. The assessment requires the Management Board to apply judgement, including in respect of the affiliates’ future operating cash flows, growth rates and discount rates, and is therefore associated with significant estimation uncertainty. Therefore, we have associated the impairment assessment in respect of shares in affiliated undertakings, loans to affiliated undertakings and amounts owed by affiliated undertakings with a significant risk of material misstatement and as a such, this area is considered to be a key audit matter. b) How was the matter addressed in our audit? Our audit procedures on valuation of shares in affiliated undertakings, loans to affiliated undertakings, loans to undertakings with which the undertaking is linked by virtue of participating interests and amounts owed by affiliated undertakings included but were not limited to: » Evaluating the appropriateness of the accounting policy and valuation methods and gaining an understanding of the management’s process and controls related to the identification of the impairment indicators and the impairment test of shares in affiliated undertakings, loans to affiliated undertakings, loans to undertakings with which the undertaking is linked by virtue of participating interests and amounts owed by affiliated undertakings; e Obtaining the information and documentation used by the Management Board in their assessment (“Management’s Assessment”); + With the assistance of our valuation specialists, assessing the appropriateness of impairment testing methods applied against the requirements of the relevant financial reporting standards and current market practice; BDO Audit, Société Anonyme R.C.S. Luxembourg B 147.570 TVA LU 23425810 BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO Intemational Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms. |IBDO + Obtaining the most recent financial information available on the affiliated undertakings and the borrowers to corroborate the Management's Assessment of their financial performance and of the valuation of the shares in affiliated undertakings, loans to affiliated undertakings and amounts owed by affiliated undertakings; e With the assistance of our valuation specialists, evaluating the reasonableness of the Management Board’s judgement as to the existence of impairment indicators. This included, but was not limited to, discussing all of the affiliated undertakings’ performance with the Company's finance function officers, and assessing their strategy and historical profitability; e Challenging the key assumptions applied in the Management’s Assessment, as follows: o Terminal growth rate - by reference to historical financial performance of other related companies, assessed quality of budgeting process, past and expected future market developments; o Discount rates - by assessing whether the cost of debt and cost of equity used are within the reasonable range, given the Group’s industry, risk profile and financial position; o Other key inputs, such as estimates of free cash flows in the first three years of operations by inquiries of the Management Board and inspection of supporting documentation (including approved budgets) and considering historical financial performance of the respective Company; e Performing a sensitivity analysis of impairment test’s results to change in key assumptions, such as, primarily, terminal growth and discount rates; * Assessing the completeness, accuracy and relevance of the disclosures in respect of the valuation of shares in affiliated undertakings, loans to affiliated undertakings and amounts owed by affiliated undertakings. Other information The Management Board is responsible for the other information. The other information comprises the information stated in the management report and the Corporate Governance Statement but does not include the annual accounts and our report of the “réviseur d’entreprises agréé” thereon. Our opinion on the annual accounts does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the annual accounts, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the annual accounts or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report this fact. We have nothing to report in this regard. BDO Audit, Société Anonyme R.C.S. Luxembourg B 147.570 TVA LU 23425810 BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms. |IBDO Responsibilities of the Management Board for the annual accounts The Management Board is responsible for the preparation and fair presentation of these annual accounts in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the annual accounts, and for such internal control as the Management Board determines is necessary to enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or error. The Management Board is responsible for presenting the annual accounts in compliance with the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format (“ESEF Regulation”). In preparing the annual accounts, the Management Board 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 Management Board 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 annual accounts The objectives of our audit are to obtain reasonable assurance about whether the annual accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue a report of “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 the EU Regulation N° 537/2014, the Law of 23 July 2016 and with 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 economic decisions of users taken on the basis of these annual accounts. Our responsibility is to assess whether the annual accounts have been prepared in all material respects in accordance with the requirements laid down in the ESEF Regulation. As part of an audit in accordance with the EU Regulation N° 537/2014, the Law dated 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: e Identify and assess the risks of material misstatement of the annual accounts, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. e Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. e Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management Board. BDO Audit, Société Anonyme R.C.S. Luxembourg B 147.570 TVA LU 23425810 BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO Intemational Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms. |IBDO e Conclude on the appropriateness of Management Board's 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 annual accounts 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 annual accounts, including the disclosures, and whether the annual accounts represent the underlying transactions and events in a manner that achieves fair presentation. 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, actions taken to eliminate threats or safeguards applied. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the annual accounts 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 Annual General Meeting of the Shareholders held on 30 April 2024 and the duration of our uninterrupted engagement, including previous renewals and reappointments, is three years. The management report is consistent with the annual accounts and has been prepared in accordance with applicable legal requirements. The Corporate Governance Statement is included in the management report. 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 annual accounts and has been prepared in accordance with applicable legal requirements. 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 the EU Regulation N° 537/2014 were not provided and that we remained independent of the Company in conducting the audit. BDO Audit, Société Anonyme R.C.S. Luxembourg B 147.570 TVA LU 23425810 BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms. IBDO We have checked the compliance of the annual accounts of the Company as at 31 December 2024 with relevant statutory requirements set out in the ESEF Regulation that are applicable to annual accounts. For the Company it relates to: e Annual accounts prepared in a valid xHTML format. In our opinion, the annual accounts of the Company as at 31 December 2024, have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation. Luxembourg, 28 April 2025 BDO Audit Cabinet de révision agréé represented by BDO Audit, Société Anonyme R.C.S. Luxembourg B 147.570 TVA LU 23425810 BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms. Page 1/5 The notes in the annex form an integral part of the annual accounts DBSBIUP20250414T11203201_002 Annual Accounts Helpdesk : Tel. : (+352) 247 88 494 Email : [email protected] RCSL Nr. : Matricule :B174457 2012 2226 019 eCDF entry date : BALANCE SHEET Financial year from to (in ) 01/01 01 /2024 31/12/2024 02 EUR 03 Eleving Group 8-10, Avenue de la Gare L-1610 Luxembourg ASSETS Reference(s) Current year Previous year A. Subscribed capital unpaid 1101 101 102 I. Subscribed capital not called 1103 103 104 II. Subscribed capital called but unpaid 1105 105 106 B. Formation expenses 1107 107 108 C. Fixed assets 1109 219.223.477,00 109 195.254.028,00 110 I. Intangible assets 1111 111 112 1. Costs of development 1113 113 114 2. Concessions, patents, licences, trade marks and similar rights and assets, if they were 1115 115 116 a) acquired for valuable consideration and need not be shown under C.I.3 1117 117 118 b) created by the undertaking itself 1119 119 120 3. Goodwill, to the extent that it was acquired for valuable consideration 1121 121 122 4. Payments on account and intangible assets under development 1123 123 124 II. Tangible assets 1125 125 126 1. Land and buildings 1127 127 128 2. Plant and machinery 1129 129 130 Page 2/5 The notes in the annex form an integral part of the annual accounts DBSBIUP20250414T11203201_002 RCSL Nr. : Matricule :B174457 2012 2226 019 Reference(s) Current year Previous year 3. Other fixtures and fittings, tools and equipment 1131 131 132 4. Payments on account and tangible assets in the course of construction 1133 133 134 III. Financial assets 1135 219.223.477,00 135 195.254.028,00 136 1. Shares in affiliated undertakings 4 1137 10.618.453,00 137 10.618.971,00 138 2. Loans to affiliated undertakings 5 1139 205.351.300,00 139 182.161.181,00 140 3. Participating interests 1141 141 142 4. Loans to undertakings with which the undertaking is linked by virtue of participating interests 6 1143 3.253.724,00 143 2.473.876,00 144 5. Investments held as fixed assets 1145 145 146 6. Other loans 1147 147 148 D. Current assets 1151 13.817.326,00 151 19.422.447,00 152 I. Stocks 1153 153 154 1. Raw materials and consumables 1155 155 156 2. Work in progress 1157 157 158 3. Finished goods and goods for resale 1159 159 160 4. Payments on account 1161 161 162 II. Debtors 1163 2.354.852,00 163 10.944.453,00 164 1. Trade debtors 1165 165 166 a) becoming due and payable within one year 1167 167 168 b) becoming due and payable after more than one year 1169 169 170 2. Amounts owed by affiliated undertakings 7 1171 2.209.702,00 171 10.826.056,00 172 a) becoming due and payable within one year 1173 2.209.702,00 173 10.826.056,00 174 b) becoming due and payable after more than one year 1175 175 176 3. Amounts owed by undertakings with which the undertaking is linked by virtue of participating interests 1177 177 178 a) becoming due and payable within one year 1179 179 180 b) becoming due and payable after more than one year 1181 181 182 4. Other debtors 1183 145.150,00 183 118.397,00 184 a) becoming due and payable within one year 8 1185 145.150,00 185 118.397,00 186 b) becoming due and payable after more than one year 1187 187 188 Page 3/5 The notes in the annex form an integral part of the annual accounts DBSBIUP20250414T11203201_002 RCSL Nr. : Matricule :B174457 2012 2226 019 Reference(s) Current year Previous year III. Investments 1189 1.146.772,00 189 0,00 190 1. Shares in affiliated undertakings 1191 191 192 2. Own shares 9 1209 1.146.772,00 209 0,00 210 3. Other investments 1195 195 196 IV. Cash at bank and in hand 1197 10.315.702,00 197 8.477.994,00 198 E. Prepayments 10 1199 3.596.173,00 199 5.025.699,00 200 TOTAL (ASSETS) 236.636.976,00 201 219.702.174,00 202 Page 4/5 The notes in the annex form an integral part of the annual accounts DBSBIUP20250414T11203201_002 RCSL Nr. : Matricule :B174457 2012 2226 019 CAPITAL, RESERVES AND LIABILITIES Reference(s) Current year Previous year A. Capital and reserves 1301 30.796.662,00 301 7.175.582,00 302 I. Subscribed capital 11 1303 1.171.088,00 303 1.000.500,00 304 II. Share premium account 11 1305 24.320.261,00 305 0,00 306 III. Revaluation reserve 1307 307 308 IV. Reserves 1309 1.246.822,00 309 100.050,00 310 1. Legal reserve 11 1311 100.050,00 311 100.050,00 312 2. Reserve for own shares 1313 1.146.772,00 313 0,00 314 3. Reserves provided for by the articles of association 1315 315 316 4. Other reserves, including the fair value reserve 1429 429 430 a) other available reserves 1431 431 432 b) other non available reserves 1433 433 434 V. Profit or loss brought forward 1319 4.770,00 319 9.478.579,00 320 VI. Profit or loss for the financial year 1321 7.003.721,00 321 4.744.144,00 322 VII. Interim dividends 1323 -2.950.000,00 323 -8.147.691,00 324 VIII. Capital investment subsidies 1325 325 326 B. Provisions 1331 331 332 1. Provisions for pensions and similar obligations 1333 333 334 2. Provisions for taxation 1335 335 336 3. Other provisions 1337 337 338 C. Creditors 1435 205.840.314,00 435 212.526.592,00 436 1. Debenture loans 1437 201.926.623,00 437 212.103.085,00 438 a) Convertible loans 1439 439 440 i) becoming due and payable within one year 1441 441 442 ii) becoming due and payable after more than one year 1443 443 444 b) Non convertible loans 1445 201.926.623,00 445 212.103.085,00 446 i) becoming due and payable within one year 12 1447 3.935.623,00 447 3.669.885,00 448 ii) becoming due and payable after more than one year 12 1449 197.991.000,00 449 208.433.200,00 450 2. Amounts owed to credit institutions 1355 355 356 a) becoming due and payable within one year 1357 357 358 b) becoming due and payable after more than one year 1359 359 360 Page 5/5 The notes in the annex form an integral part of the annual accounts DBSBIUP20250414T11203201_002 RCSL Nr. : Matricule :B174457 2012 2226 019 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 1361 361 362 a) becoming due and payable within one year 1363 363 364 b) becoming due and payable after more than one year 1365 365 366 4. Trade creditors 1367 116.907,00 367 333.343,00 368 a) becoming due and payable within one year 1369 116.907,00 369 333.343,00 370 b) becoming due and payable after more than one year 1371 371 372 5. Bills of exchange payable 1373 373 374 a) becoming due and payable within one year 1375 375 376 b) becoming due and payable after more than one year 1377 377 378 6. Amounts owed to affiliated undertakings 1379 1.048.627,00 379 7.550,00 380 a) becoming due and payable within one year 13 1381 1.048.627,00 381 7.550,00 382 b) becoming due and payable after more than one year 1383 383 384 7. Amounts owed to undertakings with which the undertaking is linked by virtue of participating interests 1385 385 386 a) becoming due and payable within one year 1387 387 388 b) becoming due and payable after more than one year 1389 389 390 8. Other creditors 1451 2.748.157,00 451 82.614,00 452 a) Tax authorities 14 1393 1.400,00 393 0,00 394 b) Social security authorities 1395 395 396 c) Other creditors 1397 2.746.757,00 397 82.614,00 398 i) becoming due and payable within one year 14 1399 446.757,00 399 82.614,00 400 ii) becoming due and payable after more than one year 14 1401 2.300.000,00 401 0,00 402 D. Deferred income 1403 403 404 TOTAL (CAPITAL, RESERVES AND LIABILITIES) 236.636.976,00 405 219.702.174,00 406 Page 1/2 The notes in the annex form an integral part of the annual accounts DBSBIUP20250414T11203201_003 Annual Accounts Helpdesk : Tel. : (+352) 247 88 494 Email : [email protected] RCSL Nr. : Matricule :B174457 2012 2226 019 eCDF entry date : PROFIT AND LOSS ACCOUNT Financial year from to (in ) 01/01 01 /2024 31/12/2024 02 EUR 03 Eleving Group 8-10, Avenue de la Gare L-1610 Luxembourg Reference(s) Current year Previous year 1. Net turnover 1701 701 702 2. Variation in stocks of finished goods and in work in progress 1703 703 704 3. Work performed by the undertaking for its own purposes and capitalised 1705 705 706 4. Other operating income 1713 713 714 5. Raw materials and consumables and other external expenses 15 1671 -2.979.523,00 671 -1.776.674,00 672 a) Raw materials and consumables 1601 601 602 b) Other external expenses 1603 -2.979.523,00 603 -1.776.674,00 604 6. Staff costs 16 1605 -8.885,00 605 -8.729,00 606 a) Wages and salaries 1607 -7.948,00 607 -7.756,00 608 b) Social security costs 1609 -937,00 609 -973,00 610 i) relating to pensions 1653 -937,00 653 -973,00 654 ii) other social security costs 1655 655 656 c) Other staff costs 1613 613 614 7. Value adjustments 1657 657 658 a) in respect of formation expenses and of tangible and intangible fixed assets 1659 659 660 b) in respect of current assets 1661 661 662 8. Other operating expenses 17 1621 -66.157,00 621 -30.080,00 622 Page 2/2 The notes in the annex form an integral part of the annual accounts DBSBIUP20250414T11203201_003 RCSL Nr. : Matricule :B174457 2012 2226 019 Reference(s) Current year Previous year 9. Income from participating interests 19 1715 10.265.817,00 715 7.522.804,00 716 a) derived from affiliated undertakings 1717 10.265.817,00 717 7.522.804,00 718 b) other income from participating interests 1719 719 720 10. Income from other investments and loans forming part of the fixed assets 18 1721 24.008.469,00 721 18.111.039,00 722 a) derived from affiliated undertakings 1723 24.008.469,00 723 18.111.039,00 724 b) other income not included under a) 1725 725 726 11. Other interest receivable and similar income 20 1727 325.748,00 727 759.147,00 728 a) derived from affiliated undertakings 1729 729 730 b) other interest and similar income 1731 325.748,00 731 759.147,00 732 12. Share of profit or loss of undertakings accounted for under the equity method 1663 663 664 13. Value adjustments in respect of financial assets and of investments held as current assets 21 1665 -78.633,00 665 -619.429,00 666 14. Interest payable and similar expenses 22 1627 -23.530.058,00 627 -18.038.387,00 628 a) concerning affiliated undertakings 1629 -218.445,00 629 -220.704,00 630 b) other interest and similar expenses 1631 -23.311.613,00 631 -17.817.683,00 632 15. Tax on profit or loss 23 1635 -897.762,00 635 -1.078.218,00 636 16. Profit or loss after taxation 1667 7.039.016,00 667 4.841.473,00 668 17. Other taxes not shown under items 1 to 16 1637 -35.295,00 637 -97.329,00 638 18. Profit or loss for the financial year 1669 7.003.721,00 669 4.744.144,00 670 The Company may also enter into any financial, commercial or other transactions and grant to any company or entity that forms part of the same group of companies as the Company or is affiliated in any way with the Company, including companies or entities in which the Company has a direct or indirect financial or other kind of interest, any assistance, loan, advance or grant in favor of third parties any security or guarantee to secure the obligations of the same, as well as borrow and raise money in any manner and secure by any means the repayment of any money borrowed. The accounting policies adopted are consistent with those of the previous financial year. The principal activity of the Company is to invest, acquire and take participations and interests, in any form whatsoever, in Luxembourg or foreign companies or entities having a purpose similar to the purpose of the Company and to acquire through participations, contributions, purchases, options or in any other way any securities, rights, interests, patents, trademarks and licenses or other property as the Company shall deem fit, and generally to hold, manage, develop, encumber, sell or dispose of the same, in whole or in part, for such consideration that is in the corporate interest of the Company. Note 1 - General information Basis of preparation Note 2 - Summary of significant accounting policies The Company has issued financial instruments (shares and bonds) to finance its operations. Both financial instruments are listed in Nasdaq Riga Baltic Main List and on the Frankfurt Stock Exchange’s Prime Standard. The registered office of the Company is established in Avenue de la Gare 8-10, Luxembourg 1610 and is registered at the Trade and Companies register in Luxembourg under the number B174457. Comparability of Prior Year figures These annual accounts have been prepared in accordance with Luxembourg legal and regulatory requirements under the historical cost convention. Figures are rounded to whole amounts. In accordance with the legal requirements of title II of the law 19 December 2002 as amended, these annual accounts have been drawn up on a standalone basis and subject to approval of the Meeting of the Management Board scheduled for 28 April 2025. In application of section XVI of the law of 10 August 1915 as amended, the Company represents the ultimate parent of a group of undertakings and also prepares consolidated financial statements which are prepared under IFRS as adopted by the EU and which are lodged with the Luxembourg trade register and are available for inspection on Company’s corporate address. The consolidated financial statements of the Company are available as well on its corporate website. The preparation of annual accounts requires the use of certain critical accounting estimates. It also requires the Management Board to exercise its judgement in the process of applying the accounting policies. Changes in assumptions may have a significant impact on the annual accounts in the period in which the assumptions changed. Company's Management Board believes that the underlying assumptions are appropriate and that the annual accounts therefore present the financial position and results fairly. The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities in the next financial year. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The financial year of the Company starts on 1 January and ends on 31 December of each year. Eleving Group S.A. Notes to the annual accounts 31 December 2024 Eleving Group S.A., (hereinafter the "Company"), was incorporated on 18 December 2012 as a société anonyme for an unlimited period. The Company is organised under the laws of Luxembourg, in particular the law of 10 August 1915 on commercial companies, as amended. As part of the major rebranding of the whole group the Company's name was changed in 2021 from Mogo Finance S.A. to Eleving Group S.A. Finally the Company may take any action and perform any operation which is, directly related to its purpose in order to facilitate the accomplishment of such purpose. Accounting policies and valuation rules are, besides the ones laid down by the law of 19 December 2002, determined and applied by the Management Board. 19 Currency exchange derivatives Significant accounting policies and valuation rules The Group will monitor further developments related to U.S. imposed, but paused for 90 days tariffs and assess potential impact and actions needed by the Company if they come into effect later during 2025. Currently there is no impact on going concern of the Company due to these uncertainties. The main valuation rules applied by the Company are the following: Shares in affiliated undertakings and investments held as fixed assets as well as loans to affiliated undertakings and other loans are valued respectively at purchase price / nominal value (loans and claims) including the expenses incidental thereto. In the case of durable depreciation in value according to the opinion of the Management Board, value adjustments are made in respect of financial fixed assets, so that they are valued at the lower figure to be attributed to them at the balance sheet date. These value adjustments are not continued if the reasons for which value adjustments were made have ceased to apply. Loans to affiliated undertakings and other loans are valued respectively at purchase price / nominal value as well, except loans which are issued in such foreign currency for which the Company has signed an agreement for non-delivrable forward foreign exchange with another party to offset the currency risk. Given the regional diversification of the Group’s business across three continents and Eastern European region being one of them, it is important to highlight that the Group is not a sanctions target and does not maintain business relations with sanctioned entities. Additionally, two of its affiliated undertakings in Ukraine have been substantially scaled down without a substantial impact on the overall Group results and its affiliated undertakings in Belarus have been fully divested without negative impact on Group's financial results. Eleving Group S.A. Notes to the annual accounts 31 December 2024 As the global economy is entering a third year of non-zero key interest rates environment, the Group has managed to post its strongest ever financial results for year 2023 as well as 2024. The Group’s product structure allows a significant equity build up during the periods of stable growth. Although the Group largely operates with borrowed capital, the interest expense forms only 20.4% (in 2023: 21.3%) from its interest revenue. As at 31 December 2024, the principal of Group’s total borrowings amounted to EUR 339.6 million of which EUR 72.0 million is due for renewal over the following 12 months. The Group’s current assets are EUR 231.7 million, effectively exceeding the principal of borrowings due next 12 months by more than three times. The Group has a track record of successful cash generation and ability to access funding from debt capital markets as well as other sources during protracted periods of economic uncertainty (tested in both 2020, 2022 and onwards), hence the Group is expected to meet its funding requirements for the foreseeable future. The Company's going concern is directly dependant from financial performance of its affiliated undertakings, therefore its vital to evaluate Company's going concern in light of the whole group. Going concern 3) During June 2024 the Group received a credit rating upgrade from Fitch Ratings upgrading Group from 'B-' to 'B' with a stable outlook. As stated in Fitch’s report, the key drivers for the rating update were improvements in the Group’s performance in the last 24 months, including lower leverage, a longer record of business model stability, and access to debt capital markets. Additionally, the Group’s ability to continue as a going concern was substantially improved as a result of a successful IPO in the month of October 2024. During the IPO process the Group issued new shares and attracted additional share premium in the total amount of EUR 29 million and subsequently improved its capitalization, evidence of that is Group’s equity ratio as of the end of 2024 at 22.7% and capitalization ratio as of the end of 2024 at 29.3%. These annual accounts are prepared on a going concern basis. Financial assets Currency exchange derivatives are recognized at cost. Liabilities are recognized as provisions if the market value of derivatives decreases below nil. 1) In Ukraine the Group is focused on collection activities only. The collected funds are being partially repatriated with remainder temporarily being housed in the country. The funds collected as well as temporarily housed in country are not material for the Group and its going concern operations. 2) In April 2024, the Group has finished the sale of Belarus entities coupled with a full refinance of Group's liabilities. Although exposed to external economic environment, the Group’s portfolio quality is substantially at the control of Group itself as it has the ability to adjust the underwriting standards on a country as well as individual product basis. Practically that means the Group would tighten the underwriting criteria for new loans to be issued if external factors (such as inflation or currency volatility) would potentially impact Group's borrowers' credit worthiness, meaning the Group would seek to issue loans primary to those customers with the highest ability to settle their debts in future. As a result of these activities the ratio of impairment expenses to the interest revenue has decreased by 2 percentage points when comparing year 2024 to the year 2023. Importantly the improvement of the mentioned ratio has been achieved despite having higher net portfolio by 16.0% in 2024 versus 2023. Note 2 - Summary of significant accounting policies (continued) 20 Non-Deliverable Forward Contracts The Company enters into non-deliverable forward (NDF) contracts to hedge foreign exchange risks. These contracts are used primarily to manage currency risk related to forecasted transactions and intercompany balances in currencies such as the Kenyan shilling (KES). NDFs are settled in cash and do not result in physical delivery of the foreign currency. Gains and losses arising from the valuation of these instruments are recorded in the profit and loss. Recognition of expenses directly attributable to initial public offering (IPO) process Prepayments The Company maintains its books and records in EUR. Transactions expressed in currencies other than EUR are translated into EUR at the exchange rate effective at the time of the transaction. Formation expenses and long-term assets expressed in currencies other than EUR are translated into EUR at the exchange rate effective at the time of the transaction. At the balance sheet date, these assets remain translated at historical exchange rates except for assets denominated in such foreign currency for which an offestting non-delivrable forward foreign exchange agreement is signed. In such cases assets are valued at exchange rates of period end, date, as the hedging instrument. Cash at bank is translated at the exchange rate effective at the balance sheet date. Exchange losses and realized gains are recorded in the profit and loss account of the year. Other assets and liabilities are translated separately respectively at the lower between the value converted at the historical exchange rate or the value determined on the basis of the exchange rates effective at the balance sheet date. Solely the unrealised exchange losses are recorded in the profit and loss account. The exchange gains are recorded in the profit and loss account at the moment of their realisation. Debtors Provisions are intended to cover losses or debts, 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 the date on which they will arise. This asset item includes expenditures incurred during the financial year but relating to subsequent financial years. Debtors are valued at their nominal value. They are subject to value adjustments where their recovery is compromised. These value adjustments are not continued if the reasons for which value adjustments were made have ceased to apply. Eleving Group S.A. Notes to the annual accounts 31 December 2024 These mainly contain expenditures for issued bonds and are amortized during the lifetime of the bonds linearly. Provisions may also be created to cover charges that have originated 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 the date on which they will arise. Expenses which were incurred by the Company during the IPO process and where directly attributable to attracting the equity funding were accounted as a reduction of share premium. The Company decided to apply analogue accounting principles as described in IAS 31, paragraph 37. Own shares The Company records purchased own shares at purchase value which was market value at the time of the purchase. Own held bonds The Company records purchase of its own issued bonds as a reduction of amount of bond liabilities in nominal value. Any gain or loss from repurchase of bonds is recognized in profit and loss account. Foreign currency translation Significant accounting policies and valuation rules (continued) Note 2 - Summary of significant accounting policies (continued) Provisions 21 Contingencies Related parties Provisions for pensions and similar obligations In the process of applying the Company’s accounting policies, the Management Board has made the following judgements, which have the most significant effect on the amounts recognized in the annual accounts: Creditors The preparation of the annual accounts requires the Management Board to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses, and disclosure of contingencies. The significant areas of estimation used in the preparation of the annual accounts relate to fair value of employee share options, valuation of financial assets and measurement of contingent consideration. Although these estimates are based on the Management Board's best knowledge of current events and actions, the actual results may ultimately differ from those estimates. Significant accounting policies and valuation rules (continued) Note 2 - Summary of significant accounting policies (continued) Valuation of financial assets The carrying amounts of the Company’s shares in affiliated undertakings and loans to affiliated undertakings are reviewed at each reporting date by the Company's Management Board to determine whether there is a durable depreciation in value and value adjustments need to be made in respect of these assets. The parties are considered related when one party has a possibility to control the other one or has significant influence over the other party in making financial and operating decisions. Related parties of the Company are shareholders who could control or who have significant influence over the Company in accepting operating business decisions, key management personnel of the Company and close family members of any above-mentioned persons, as well as entities over which those persons have a control or significant influence, including subsidiaries and asscociates. Employees of the Company's subsidiaries have entered share option agreements with the Company or the Company’s shareholders. Under the agreements respective employees obtain rights to acquire Company’s or certain subsidiaries’ shares under several graded vesting scenarios. The respective option would be classified as an equity-settled share-based payment transaction in the Company’s annual accounts. In estimating the value for the share options the most appropriate valuation model would depend on the terms and conditions of the grant. Contingent liabilities are recognized in the annual accounts only if the related outflows is deemed probable. They are disclosed unless the possibility of an outflow of resources embodying economic benefits is remote. A contingent asset is not recognized in the annual accounts but is disclosed when an inflow of economic benefits is probable. Note 3 - Significant accounting judgments, estimates and assumptions The Company's Management Board has estimated that the value of the options, due to the specifics of the share option agreements, would not be materially different than zero. If it were materially above zero, the Company would have to record expenses related to this transaction and recognize a respective component of equity. The Management Board has considered that the particular features mentioned in the option agreements, such as buy-back options, dividend policy of the Company and related pledges posed upon the borrowings effectively indicate that the value of the employee options would not be materially different than zero. The Company does not offer its employees a defined benefit plan and/or a defined contribution plan. Employee share options Eleving Group S.A. Notes to the annual accounts 31 December 2024 Creditors are recorded at their reimbursement value. Where the amount repayable on account is greater than the amount received, the difference is shown as an asset and is written off over the period of the debt based on a linear/actuarial method. 22 EUR EUR 26 182 451 26 182 451 3 240 076 3 240 076 (18 804 074) (18 804 074) 10 618 453 10 618 453 (15 563 480) (15 563 480) (3 240 076) (3 240 076) 18 803 556 18 803 556 - - 10 618 453 10 618 453 10 618 971 10 618 971 * Additions for the year consisted of repurchase of the minority shares in the following subsidiaries and other affiliated undertakings: 2024 Name of undertaking (legal form) EUR Mogo Balkans and Central Asia AS (Latvia) 0.00% 3 240 000 Eleving Vehicle Finance AS (Latvia) 98.70% 60 Eleving Stella AS (Latvia) 0.1678% 16 Total 3 240 076 2024 Name of undertaking (legal form) EUR Mogo Balkans and Central Asia AS (Latvia) 0.00% 18 803 480 Eleving Vehicle Finance AS (Latvia) 98.85% 588 OCN SE Finance S.R.L. (Latvia) 0.0333% 6 Total 18 804 074 Value adjustments Net book value - closing balance Net book value - opening balance The shareholding portion for Eleving Vehicle Finance AS and OCN SE Finance S.R.L. has been reduced in 2024. Small amounts of share have been repurchased from minority shareholders while at the same time some shares were sold to other shareholders during the year. Control over the subsidiaries is maintained with it being unchanged. ** Disposals for the year consisted of sale of shares in following subsidiaries: Eleving Group S.A. Notes to the annual accounts 31 December 2024 Mogo Balkans and Central Asia AS has been liquidated in 2024. Initially share capital of the entity was increased to cover its liabilities before liquidation. Afterwards the entity was liquidated. Percentage of investment in shares Note 4 - Shares in affiliated undertakings Total 2024 Allocations for the year Value adjustments - opening balance Gross book value - closing balance Disposals for the year Percentage of investment in shares Reversals for the year Additions for the year Shares in affiliated undertakings / Participating interests Gross book value - opening balance a) The movements for the year are as follows: 23 Name of undertaking (legal form) Eleving Vehicle Finance AS (Latvia) 98.85% 31.12.2024 8 222 023 240 771 8 131 370 8 131 898 Eleving Finance AS (Latvia) 98.70% 31.12.2024 4 100 094 8 744 453 2 487 000 2 487 000 Eleving Stella AS (Latvia) 0.1678% 31.12.2024 6 240 215 (331 662) 67 51 OCN SE Finance S.R.L. (Moldova) 0.0333% 31.12.2024 71 247 7 640 16 22 OCN SEBO CREDIT SRL (Moldova) 0.0002% 31.12.2024 13 274 060 4 530 665 - - Mogo Balkans and Central Asia AS (Latvia) - 15 563 480 Value adjustments - Mogo Balkans and Central Asia AS (Latvia) - (15 563 480) Total 10 618 453 10 618 971 Name of undertaking (legal form) Eleving Vehicle Finance AS 98.85% 31.12.2023 10 164 551 (127 915) Eleving Finance AS 98.70% 31.12.2023 4 713 136 91 949 Net book value 2024 EUR 8 131 370 Net equity at the balance sheet date of the company concerned EUR Mogo Balkans and Central Asia AS was liquidated in 2024. The figures of net equity at the balance sheet date and profit or loss for the last financial year are based on the preliminary financial information extracted from the consolidation table that the Company has used to prepare its consolidated financial statements for the year ended 31 December 2024. Note 4 - Shares in affiliated undertakings (continued) Last balance sheet date Ownership as at 31 December 2024 % Net book value 2023 EUR Eleving Group S.A. Notes to the annual accounts 31 December 2024 b) Undertakings in which the Company holds at least 20% of the share capital or in which it is a general partner are as follows: Net book value 2024 EUR 2 487 000 Ownership as at 31 December 2023 % Net equity at the balance sheet date of the company concerned (audited) EUR Profit or loss for the financial year (audited) EUR Profit or loss for the last financial year EUR Last balance sheet date c) Latest approved financial results of the undertakings in which the Company holds at least 20% of the share capital or in which it is a general partner as at 31 December 2024: As at 31 December 2024, the Management Board is of the opinion that no permanent diminution in value has occurred and hence has not booked any value adjustment. 24 Note 5 - Loans to affiliated undertakings Name Interest rate Maturity Primero Finance OU - loan 7.4%-13% 2026-2029 90 910 697 64 174 888 Eleving Consumer Finance Mauritius Ltd - loan 13% 19.07.2028 24 137 000 4 502 000 Mogo Africa UAB - loan 14%-16.5% 01.07.2028 22 690 400 18 719 500 Mogo Auto Limited - loan 21% 15.02.2028 14 232 261 24 405 810 Mogo LT UAB - loan 13% 06.11.2029 13 350 000 19 544 488 EC Finance Group SIA - loan 13% 20.07.2028 12 265 945 11 540 000 Mogo Lend OOO - loan 13% 05.09.2028 10 076 000 10 686 000 Eleving Vehicle Finance AS - loan 9% 2026-2029 7 363 997 5 967 983 Mogo AS - loan 12% 01.11.2026 3 240 000 1 226 000 ECFA Sh.A - loan 13% 06.10.2026 2 600 000 5 120 000 ExpressCredit (PTY) LIMITED - loan 14% 31.12.2028 2 550 000 - Mogo UCO LLC - loan 12% 20.12.2027 1 000 000 - Eleving Finance AS - loan 13% 21.11.2027 407 000 - Mogo LLC - loan 13% 13.12.2026 300 000 - Eleving Consumer Finance AS - loan 12% 08.06.2026 155 000 1 048 646 Longo LLC - loan 12% 31.12.2028 73 000 95 000 Mogo Kredit OOO - loan - 6 230 974 FINMAK DOO SKOPJE - loan - 5 700 000 Eleving Consumer Finance Holding AS - loan - 2 296 335 Mogo Kenya Limited - loan - 503 557 Eleving Stella AS - loan - 200 000 Mogo loans SRL - loan - 200 000 Mogo Balkans and Central Asia AS - loan - 2 276 700 Mogo Balkans and Central Asia AS - value adjustment - (2 276 700) Total 205 351 300 182 161 181 EUR EUR 184 437 881 184 437 881 305 261 279 305 261 279 (284 347 860) (284 347 860) 205 351 300 205 351 300 (2 276 700) (2 276 700) 2 276 700 2 276 700 - - 205 351 300 205 351 300 182 161 181 182 161 181 New loans issued Repayments received Net book value - closing balance As at 31 December 2024, the Management Board is of the opinion that no permanent diminution in value has occured and hence has not booked any value adjustment. Net book value 2024 EUR Part of the balance of loans to affiliated undertakings has been reclassified for 2023 from Note 5 to Note 6, since during 2024 the company Spachip SIA was reorganized and became an undertaking linked by virtue of participating interests compared to affiliated undertaking in 2023. Gross book value - opening balance Eleving Group S.A. Notes to the annual accounts 31 December 2024 Loans to affiliated undertakings as at 31 December 2024 are detailed as follows: Net book value 2023 EUR The movements for the year are as follows: Loans to affiliated undertakings Net book value - opening balance Gross book value - closing balance Value adjustments - opening balance Reversals during the year Value adjustments Total 2024 25 Name Type Interest rate Maturity Spaceship SIA Loan 10% 31.01.2027 3 253 724 2 473 876 Value adjustment for loan receivables - - Total 3 253 724 2 473 876 Name Primero Finance OU - accrued interest 701 429 271 608 Mogo Africa UAB - accrued interest 308 918 581 219 Mogo Lend OOO - accrued interest 242 718 813 614 Mogo Auto Limited - accrued interest 228 291 207 901 YesCash Group Limited - accrued interest 221 492 101 488 EC Finance Group SIA - accrued interest 154 050 116 780 Mogo LT UAB - accrued interest 146 882 122 275 Longo LLC - accrued interest 52 534 52 126 Eleving Vehicle Finance AS - accrued interest 50 482 218 514 Express Credit (Proprietary) Limited - accrued interest 33 885 6 055 Mogo AS - accrued interest 31 913 25 039 Eleving Consumer Finance AS - accrued interest 14 202 13 122 Kredo Finance Shpk - accrued interest 8 450 85 835 Eleving Finance AS - accrued interest 8 498 - Mogo UCO LLC - accrued interest 4 333 - Mogo LLC - accrued interest 1 625 - Eleving Solis UAB - loan - 3 397 500 MOGO LOANS SMC LIMITED - loan - 1 500 000 Mogo Balkans and Central Asia AS - accrued interest - 879 631 Mogo Balkans and Central Asia AS - value adjustment - (879 631) Mogo Kredit OOO - accrued interest - 875 617 Primero Finance OU - loan - 750 000 Mogo Kenya Limited - accrued interest - 722 648 AS Eleving Stella - loan - 586 454 Eleving Stella AS - accrued interest - 237 347 Tigo Finance Dooel - accrued interest - 76 736 Eleving Consumer Finance Holding AS - accrued interest - 29 870 Spaceship SIA - accrued interest - 21 147 Mogo Oy - accrued interest - 7 700 Mogo Loans SMC Limited - accrued interest - 5 417 Eleving Solis AS - accrued interest - 44 Total 2 209 702 10 826 056 Net book value 2024 EUR Net book value 2023 EUR Note 7 - Amounts owed by affiliated undertakings Amounts owed by affiliated undertakings are detailed as follows: Balance of this receivable has been reclassified for 2023 from Note 5, since during 2024 the company was reorganized and became an undertaking linked by virtue of participating interests compared to affiliated undertaking in 2023. Net book value 2024 (EUR) Net book value 2023 (EUR) Note 6 - Loans to undertakings with which the undertaking is linked by virtue of participating interests Eleving Group S.A. Notes to the annual accounts 31 December 2024 26 Name Maturity Other debtors VAT overpayment 69 086 118 043 Other debtors Accrued interest 54 455 - Other debtors NWT paid in advance 18 200 - Other debtors Investment in FX platform - 354 Other debtors Other 3 409 - Total 145 150 118 397 Name Own shares 1 146 772 - Total 1 146 772 - Name Prepaid expenses 3 576 502 5 019 898 Prepaid expenses 19 671 5 801 Total 3 596 173 5 025 699 Note 11 - Capital and reserves Subscribed capital and share premium account The movements on the "Subscribed capital" caption during the year 2024 are as follows: Opening balance as at 01.01.2024 100 049 998 1 1 100 050 000 Subscriptions for the year/period 17 058 824 - - 17 058 824 Conversion of shares 2 (1) (1) - Redemptions for the year/period - - - - Closing balance 31.12.2024 117 108 824 - - 117 108 824 Note 9 - Own shares Net book value 2024 (EUR) Net book value 2023 (EUR) Note 8 - Other debtors Eleving Group S.A. Notes to the annual accounts 31 December 2024 Net book value 2024 (EUR) On 16 October 2024, Eleving Group S.A. successfully completed the initial public offering (IPO) and shares of the Company have become traded in Nasdaq Riga Baltic Main List and on the Frankfurt Stock Exchange’s Prime Standard. During first 30 days after the IPO the Company repurchaed its of shares as part of share price stabilisation period. As a result the Company repurchased its own shares for total amount of EUR 1 146 772. Type Deferred bonds acquisition costs Net book value 2023 (EUR) 1 000 500 Number of ordinary Shares 1 171 088 - Share capital EUR Number of class A preferred shares Number of class B preferred shares Total number of Shares On 16 October 2024, Eleving Group S.A. successfully completed the initial public offering (IPO) and shares of the Company have become traded in Nasdaq Riga Baltic Main List and on the Frankfurt Stock Exchange’s Prime Standard. During IPO the Company issued 17 058 824 new shares with par value of EUR 0.01 each. In the process also class A and class B shares were converted into ordinary shares. - The Company's corporate capital may be increased from its present amount by up to one hundred twenty thousand Euros (EUR 120 000) (the "Authorised Capital") by the creation and issue of Shares, each having a nominal value of EUR 0.01 (one Euro cent) and/or convertible bonds, incorporating a right of conversion to Ordinary Shares and/or Preferred Shares, each having a nominal value of EUR 0.01 (one Euro cent). The subscribed capital of the Company amounts to EUR 1 171 088 and is divided into 117 108 824 shares fully paid. Prepaid expenses other 170 588 Note 10 - Prepayments Type Interest rate Net book value 2024 (EUR) Net book value 2023 (EUR) * - The amount represents the margin account balance (including both initial and variable margin) that needs to be held within FX hedging partner account to ensure deals enrolled in remain open until their maturity. 27 Note 11 - Capital and reserves (continued) Subscribed capital and share premium account (continued) The movements on the "Share premium" caption during the year 2024 are as follows: Opening balance as at 01.01.2024 Proceeds from shares issued; EUR Par value of new shares; EUR Transfer to the reserve for own shares* Costs related to IPO; EUR Closing balance 31.12.2024 ** - additional information about audit expenses related to IPO process is disclosed in Note 16. The movements on the "Profit or loss brought forward" caption during the year 2024 are as follows: Opening balance as at 01.01.2024 Profit or loss for the previous financial year Regular dividends paid out Closing balance 31.12.2024 Legal reserve The movements on the "Legal reserve" caption during the year 2024 are as follows: EUR Opening balance 100 050 Additional reserve recognised - Closing balance 100 050 (6 070 262) 4 770 4 744 144 29 000 001 (1 146 772) Share premium EUR - 24 320 261 (170 588) Profit or loss brought forward EUR 1 330 888 Luxembourg companies are required to allocate to a legal reserve a minimum of 5% of its annual net profit until this reserve equals 10% of the subscribed share capital. This reserve may not be distributed. Eleving Group S.A. Notes to the annual accounts 31 December 2024 (3 362 380) * - As of and for the year ended 31 December 2024 the Company holds its own shares in acquisition value of EUR 1 146 772 (2023: EUR 0). See Note 9 for additional information. 28 Note 12 - Debenture loans Non-convertible loans Name Maturity date Interest rate Becoming due and payable within one year Accrued interest 265 738 3 935 623 3 669 885 265 738 3 935 623 3 669 885 Becoming due and payable after more than one year Eurobond holders 1) October 2026 9.5% 3 075 000 147 991 000 144 916 000 Eurobond holders 2) October 2028 13.0% 3 332 800 50 000 000 46 667 200 Subordinated bond holders 3) (16 850 000) - 16 850 000 (10 442 200) 197 991 000 208 433 200 Note 13 - Amounts owed to affiliated undertakings Name Maturity date Interest rate Becoming due and payable within one year Eleving Solis AS - other creditor 959 879 959 879 - Eleving Finance AS - accrued interest 54 928 54 928 - Other accrued interest outside Eleving Group 29 263 29 263 - Eleving Consumer Finance Holding AS - accrued interest 4 557 4 557 - Tigo Finance Dooel Skopje - accrued interest (7 550) - 7 550 1 041 077 1 048 627 7 550 3) As a result of successfully actracting equity funding through IPO process, the Company prematurely repaid its most expensive borrowings, therefore subordinated bonds were fully redeemed in 2024. Starting from 14 October 2021 Eleving Group as Issuer and certain of its Subsidiaries (including Mogo JSC) as Guarantors have entered into a guarantee agreement dated 14 October 2021 (as amended and restated from time to time) according to which the guarantors unconditionally and irrevocably guaranteed by way of an independent payment obligation to each holder of the Eleving Group bonds (ISIN: XS2393240887) the due and punctual payment of principal of, and interest on, and any other amounts payable under the Eleving Group bonds (ISIN: XS2393240887) offering memorandum. Borrowing/ (reimbursement) Net book value as at 31.12.2024 EUR 2) On 31 October 2023, Eleving Group successfully issued a 5-year senior secured corporate bond (DE000A3LL7M4), admitted to trading on Frankfurt Stock Exchange’s and Nasdaq Riga Stock Exchange’s regulated market, for EUR 50 million at par with an annual interest rate of 13%. The bond will mature in October 2028. The Company owned EUR 3 332 800 of this bond therefore outstanding debt was smaller than nominal value of issued bond at end of 2023. Net book value as at 31.12.2023 EUR Borrowing/ (reimbursement) Eleving Group S.A. Notes to the annual accounts 31 December 2024 1) On 11 July 2018, Mogo Finance successfully issued a 4-year corporate bond (XS1831877755), listed on the Open Market of the Frankfurt Stock Exchange with an annual interest rate of 9.5%. The total amount outstanding of Mogo Finance's 9.50% corporate bonds 2018/2022 (XS1831877755) amounted to EUR 100 million. On 18 October 2021 the bond was refinanced and amount increased totaling the new bond amount of EUR 150 million (ISIN: XS2393240887). As of 2023 the Bond is listed in regulated market. The bond will mature in October 2026. The Company owns EUR 2 009 000 (2023: EUR 5 084 000) of this bond therefore outstanding debt is smaller than nominal value of issued bond. Net book value as at 31.12.2024 EUR Net book value as at 31.12.2023 EUR * - The Company has signed a hedging agreement with its affiliated undertaking in Kenya. As at end of 2024 accrued liabilities for hedging agreement amounted to EUR 959 879. 29 Note 14 - Other creditors Name Maturity date Interest rate Becoming due and payable within one year 1 400 1 400 - Other payables 364 142 446 756 82 614 365 542 448 156 82 614 Becoming due and payable after more than one year Borrowings from other creditors 2 300 000 2 300 000 - 2 300 000 2 300 000 - Note 15 - Other external expenses Brokerage fees 2 079 950 1 266 418 Professional services 790 443 456 455 Bank fees 71 720 26 538 Other administrative expenses 37 410 27 263 Total 2 979 523 1 776 674 Audit fees Note 16 - Staff costs and number of employees Staff expenses 8 885 8 729 Total 8 885 8 729 Note 17 - Other operating expenses Supervisory board renumeration 47 833 - Other operating expenses 18 324 30 080 Total 66 157 30 080 Board Members did not receive any renumeration for the financial year 2024 and no loans and commitments were granted to the Board Members. 2024 EUR 12%+6M EURIBOR up to August 2027 2023 EUR Borrowing/ (reimbursement) In 2024 the audit company also provided services related to interim dividend distribution in total amount of EUR 15 900 (2023: EUR 25 200). Amounts are included in 'the Professional services' line. Net book value as at 31.12.2023 EUR Withholding tax 2023 EUR Fees paid by the Company to the statutory auditor of the consolidated financial statements as at 31 December 2024 amount to EUR 189 000 (2023: 39 585) as well as of the statutory audit of the annual accounts as at 31 December 2024 amount to EUR 69 000 (2023: EUR 40 845). Net book value as at 31.12.2024 EUR The audit company provided 6 month 2024 ISRE 2410 review services and issued comfort letter. Total amount of these services consisted of EUR 319 000. These costs were deducted from share premium account as described in Note 10. The Company has one administrative employee. All economic activities are performed by outsourced personnel authorized to represent the Company. Eleving Group S.A. Notes to the annual accounts 31 December 2024 2024 EUR 2023 EUR 2024 EUR * - In 2024 the Company established a supervisory board as part of IPO process. Average full time employee amount in 2024 was 1 (2023: 1). 30 Interest income on loans issued to related parties 24 008 469 18 111 039 Total 24 008 469 18 111 039 Note 19 - Income from participating interests Dividends income from Eleving Finance AS 8 582 709 5 616 034 1 680 511 1 903 150 Dividends income from Eleving Stella AS 2 597 3 620 Total 10 265 817 7 522 804 Note 20 - Other interest receivable and similar income Income from surplus investments 231 733 102 790 Income from transactions with bonds 145 597 426 308 Interest income on loans issued to non related parties 6 451 221 079 Refundable VAT from previous years (58 033) 8 970 Total 325 748 759 147 Note 21 - Value adjustment in respect of financial assets and of investment held as current assets 78 633 - - 515 000 Receivables written off - 154 156 - (49 727) Total 78 633 619 429 Note 22 - Interest payable and similar expenses Interest expenses on loans from related parties 218 445 220 704 Total 218 445 220 704 Other interest and similar expenses Interest expenses on bonds 21 703 100 17 816 636 Forex loss from currency exposure 1 581 440 - Interest expenses on loans from non related parties 27 073 - Net (gain)/loss of foreign currency operations - 1 047 Total 23 311 613 17 817 683 Eleving Group S.A. Notes to the annual accounts 31 December 2024 2023 EUR 2024 EUR Interest payable and similar expenses concerning affiliated undertakings Value adjustment on loans issued to non related parties Dividends income from Eleving Vehicle Finance AS Value adjustment on investments in affiliated undertakings Value adjustment on loans issued and accrued interest to affiliated undertakings 2024 EUR 2023 EUR * - Amount includes netting of gain from revaluation of KES currency loan and interests, and losses from Non Delivrable Forward Confirmation. * - Amount includes net impact of additional impairment recognized for capital contribution of 2024 in Mogo Balkans and Central Asia AS and reversal of impairment for repaid loan and accrued interest of the same entity. 2024 EUR 2023 EUR 2024 EUR 2024 EUR 2023 EUR 2023 EUR Note 18 - Income from other investments and loans forming part of the fixed assets derived from affiliated undertakings 31 Note 23 - Taxation Note 24 - Related party disclosures Note 25 - Guarantees Note 26 - Subsequent events Māris Kreics Category A Member of the Managemen Board The Company is subject to the taxation pursuant to the Luxembourg law, being Corporate Income Tax, Social Tax, Net Wealth and Municipal Business tax payer. Please refer to to notes 4, 5, 6, 7, 12, 17, 18, 20 and 21 for more details on transactions with related parties. Receivables and payables incurred are not secured with any kind of pledge. As of the last day of the reporting year until the date of signing these annual accounts there have been no other events requiring adjustment of or disclosure in the annual accounts or Notes thereto. 2) In March 2025 the Company received dividends from its subsidiaries for total amount of EUR 10 943 452. Sébastien Jean-Jacques J. François The Company has issued guarantees to peer-to-peer lending platform Mintos in respect of the credit facilities of subsidiaries of the Company. As at year end the Company is exposed to EUR 63.9 million. Since the last day of the reporting year several other significant events took place: The Company has provided a guarantee to Tirana Bank JSC (Albania) with the aim to secure punctual performance by Kredo Finance Shpk (Albania) of its obligation under a Loan Agreement (Overdraft Agreement), under which the bank made funds available to Kredo amounting to 120 000 000 Albanian Lek. On 29 December 2023, Eleving Group has provided a guarantee in favour of MFX Solutions whereby Eleving Group absolutely, unconditionally and irrevocably guarantees on all transactions of Eleving Group subsidiary AS Eleving Solis makes under ISDA Master Agreement entered into between AS Eleving Solis and MFX Solutions. On 1 August 2024, Eleving Group has provided a letter of guarantee and indemnity in favour of I&M Bank (Kenya) whereby Eleving Group absolutely, unconditionally and irrevocably guarantees on Mogo Auto Limited (Kenya) debt liabilities towards I&M Bank (Kenya) under the KES 500,000,000 credit facility dted 19 July 2024. On 10 October 2024, Eleving Group has provided professional payment guarantee in favour of Absa Bank Uganda Limited whereby Eleving Group absolutely, unconditionally and irrevocably guarantees on MOGO Loans (Uganda) debt liabilities towards Absa Bank Uganda Limited under the UGX 19,000,000,000 credit facility dated 25 September 2024. The Company has provided a guarantee to VERDANT CAPITAL HYBRID FUND I GMBH & CO. KG with the aim to secure punctual performance by Mogo Auto Limited (Kenya) of all Mogo Auto Limited (Kenya) obligations under the Finance Documents relating to USD 7 000 000 loan facility provided by VERDANT CAPITAL HYBRID FUND I GMBH & CO. On 4 November 2024, Eleving Group has entered into a deed of guarantee and indemnity agreement, whereby Eleving Group agreed to guarantee and indemnity Cambridge Mercantile Corp. (UK) Limited and/or Cambridge Mercantile Risk Management (UK) Ltd. Eleving Consumer Finance Mauritius Limited liabilities under one or more agreement under which Corpay provides certain foreign currency exchange and/or payment services to Eleving Consumer Finance Mauritius Limited. 1) During first quarter of 2025 the Company successfully tapped its EUR 50 million Eurobond (ISIN DE000A3LL7M4) by issuing additional EUR 40 million, which will be mainly used to fuel the future growth of the business and partially refinance existing liabilities. The new bonds where issued with a 10% yield to maturity. Eleving Group S.A. Notes to the annual accounts 31 December 2024 The Management Board of the Company considers all transactions with related parties to be according to arm's length principal. Related parties are all shareholders of the Company and all subsidiaries of the Group. 32 Category B Member of the Managemen Board Māris Kreics Hereby formally and expressly declares the following: The standalone annual report of the Company for the year ended 31 December 2024 is, to the best of Management Boards’ knowledge, prepared in accordance with the applicable set of accounting standards and gives a true and fair view of the assets, liabilities, financial position and profit or loss of the Company. Management Boards’ statement Sébastien Jean-Jacques J. François The undersigned Eleving Group, a public limited liability company (societe anonyme), governed by laws of the Grand-Duchy of Luxembourg, having its registered office at 8-10 Avenue de la Gare, L-1610, Luxembourg and registered with the Luxembourg Trade and Companies Register under the number B 174457 (the “Company”), 33 Category A Member of the Managemen Board Category B Member of the Managemen Board

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