Interim / Quarterly Report • Sep 17, 2025
Interim / Quarterly Report
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Eleving Group S.A. Société anonyme
for the period ended 30 June 2025
Registered office: 8-10 Avenue de la Gare, L-1610, Luxembourg Luxembourg Trade and Companies Register number: B 174.457 Eleving Group S.A. Société anonyme
| Statement of Financial Position | 3 |
|---|---|
| Statement of Comprehensive Income | 4 |
| Notes to the interim accounts | 5 |
| Management Board's statement | 11 |
| ASSETS | Notes | 30.06.2025 EUR |
31.12.2024 EUR |
|---|---|---|---|
| FIXED ASSETS | |||
| Financial assets | |||
| Shares in affiliated undertakings | 4 | 10 618 553 | 10 618 453 |
| Loans to affiliated undertakings Amounts owed by undertakings with which the undertaking is linked by virtue of participating interests |
5 6 |
248 670 077 3 253 724 |
205 351 300 3 253 724 |
| 262 542 354 | 219 223 477 | ||
| CURRENT ASSETS | |||
| Debtors | |||
| Amounts owed by affiliated undertakings | |||
| becoming due and payable within one year | 7 | 2 957 010 | 2 209 702 |
| becoming due and payable after more than one year | - | - | |
| Other debtors | |||
| becoming due and payable within one year | 8 | 145 665 | 145 150 |
| becoming due and payable after more than one year | - | - | |
| Investments | 3 102 675 | 2 354 852 | |
| Own shares | 9 | 1 146 772 | 1 146 772 |
| 1 146 772 | 1 146 772 | ||
| Cash at bank and in hand | 5 487 446 | 10 315 702 | |
| PREPAYMENTS | 10 | 4 250 018 | 3 596 173 |
| TOTAL ASSETS | 276 529 265 | 236 636 976 | |
| CAPITAL, RESERVES AND LIABILITIES | Notes | 30.06.2025 | 31.12.2024 |
| EUR | EUR | ||
| CAPITAL AND RESERVES | |||
| Subscribed capital | 11 | 1 171 088 | 1 171 088 |
| Share premium account | 26 613 806 | 26 613 806 | |
| Reserve for own shares | (1 146 772) | (1 146 772) | |
| Reserves | |||
| Legal reserve | 11 | 100 050 | 100 050 |
| Other reserves, including the fair value reserve Profit or loss brought forward |
11 | 197 985 (10 727 423) |
- (2 945 230) |
| Profit or loss for the financial year | 11 391 482 | 7 003 721 | |
| 27 600 216 | 30 796 663 | ||
| CREDITORS | |||
| Debenture loans | |||
| Non convertible loans | |||
|---|---|---|---|
| becoming due and payable within one year | 12 | 4 667 429 | 3 935 623 |
| becoming due and payable after more than one year | 12 | 234 666 200 | 197 991 000 |
| Trade creditors | |||
| becoming due and payable within one year | 64 484 | 116 907 | |
| becoming due and payable after more than one year | - | - | |
| Amounts owed to affiliated undertakings | |||
| becoming due and payable within one year | 13 | 215 153 | 1 048 627 |
| becoming due and payable after more than one year | 13 | 3 873 000 | - |
| Others creditors | |||
| Other creditors | |||
| becoming due and payable within one year | 14 | 454 738 | 448 156 |
| becoming due and payable after more than one year | 14 | 2 300 000 | 2 300 000 |
| 246 241 004 | 205 840 313 | ||
| DEFERRED INCOME | 15 | 2 688 045 | - |
TOTAL CAPITAL, RESERVES AND LIABILITIES 276 529 265 236 636 976
| Notes | 01.01.2025 - 30.06.2025 EUR |
01.01.2024 - 30.06.2024 EUR |
|
|---|---|---|---|
| Net turnover | - | - | |
| Variation in stocks of finished goods and in work in progress | - | - | |
| Work performed by the undertaking for its own purposes and capitalised | - | - | |
| Other operating income | - | - | |
| Raw materials and consumables and other external expenses | 16 | (2 135 330) | (2 059 455) |
| Staff costs | - | - | |
| Value adjustments | - | - | |
| Other operating expenses | - | - | |
| Income from other investments and loans forming part of the fixed assets | 17 | 14 267 757 | 11 458 061 |
| Income from participating interests | 17 | 10 943 452 | 4 413 213 |
| Other interest receivable and similar income | 18 | 402 597 | 737 075 |
| Share of profit or loss of undertakings accounted for under the equity method | - | - | |
| Value adjustment in respect of financial assets and of investment held as current assets | 19 | - | (61 200) |
| Interest payable and similar expenses | 20 | (11 829 145) | (10 993 560) |
| Tax on profit or loss | (257 849) | (571 275) | |
| Profit or loss after taxation | 11 391 482 | 2 922 859 | |
| Other taxes not shown under items 1 to 15 | - | - | |
| Profit or loss for the financial year | 11 391 482 | 2 922 859 |
4
Eleving Group S.A., (hereinafter the "Company"), was incorporated on December 18, 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.
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.
The financial year of the Company starts on 1 January and ends on 31 December of each 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.
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.
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.
In accordance with the legal requirements of title II of the law 19 December 2002 as amended, these interim accounts have been drawn up on a standalone basis and subject to approval of the Company's General Meeting scheduled for 15 September 2022. In application of section XVI of the law of 10 August 1915 on commercial companies, as amended, the Company represents the ultimate parent of a group of undertakings – 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.
These interim accounts have been prepared in accordance with Luxembourg legal and regulatory requirements under the historical cost convention. Figures are rounded to whole amounts. 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.
The preparation of interim 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 interim accounts in the period in which the assumptions changed. Company's Management Board believes that the underlying assumptions are appropriate and that the interim 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.
Going concern
These interim condensed financial statements are prepared on the going concern basis.
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.
Currency exchange derivatives are recognized at cost. Liabilities are recognized as provisions if the market value of derivatives decreases below nil.
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.
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.
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. 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.
This asset item includes expenditures incurred during the financial year but relating to subsequent financial years. These mainly contain expenditures for issued bonds and are amortized during the lifetime of the bonds linearly.
The Company records purchased own shares at purchase value which was market value at the time of the purchase.
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.
Recognition of expenses directly attributable to initial public offering (IPO) process
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.
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. 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.
Provisions for pensions and similar obligations
The Company does not offer its employees a defined benefit plan and/or a defined contribution plan.
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.
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.
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. In estimating the value for the share options the most appropriate valuation model would depend on the terms and conditions of the grant.
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.
Contingent liabilities are recognized in the interim 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 interim accounts but is disclosed when an inflow of economic benefits is probable.
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 associates.
The preparation of the interim accounts requires management 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 interim accounts relate to fair value of employee share options and measurement of contingent consideration. Although these estimates are based on the management's best knowledge of current events and actions, the actual results may ultimately differ from those estimates.
In the process of applying the Company's accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognized in the interim accounts:
The carrying amounts of the Company's financial assets are reviewed at each reporting date by the Company's management to determine whether there is a durable depreciation in value and value adjustments need to be made in respect of the financial assets.
| Shares in affiliated undertakings / a) The movements for the 6 months period of 2025 are as follows: Participating interests EUR |
Total EUR |
|
|---|---|---|
| Gross book value - opening balance 10 618 453 |
10 618 453 | |
| Additions for the year/period 100 |
100 | |
| Disposals for the year/period - |
- | |
| Transfers for the year/period - |
- | |
| Gross book value - closing balance 10 618 553 |
10 618 553 | |
| Value adjustments - opening balance - |
- | |
| Allocations for the year/period - |
- | |
| Reversals for the year/period - |
- | |
| Transfers for the year/period - |
- | |
| Value adjustments - |
- | |
| Net book value - opening balance 10 618 453 |
10 618 453 | |
| Net book value - closing balance 10 618 553 |
10 618 553 |
| 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: |
Ownership as | Net equity at the balance sheet date of the company |
Profit or loss for the last financial |
Net book value | Net book value | |
|---|---|---|---|---|---|---|
| Name | at 30 June 2025; % |
Last balance sheet date |
concerned EUR |
year EUR |
30.06.2025 EUR |
31.12.2024 EUR |
| Eleving Vehicle Finance AS | 99.13% | 31.12.2024 | 8 222 023 | 240 771 | 8 131 470 | 8 131 370 |
| Eleving Finance AS | 98.70% | 31.12.2024 | 4 100 094 | 8 744 453 | 2 487 000 | 2 487 000 |
| Eleving Stella AS | 0.1285% | 31.12.2024 | 6 242 676 | (331 662) | 67 | 67 |
| OCN SE Finance S.R.L. | 0.0333% | 31.12.2024 | 71 247 | 7 640 | 16 | 16 |
| OCN SEBO CREDIT SRL | 0.0002% | 31.12.2024 | 13 274 060 | 4 530 665 | - | - |
| Total | 10 618 553 | 10 618 453 |
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.
| Name | Type | Interest rate | Maturity | Nominal value 30.06.2025 EUR |
Nominal value 31.12.2024 EUR |
|---|---|---|---|---|---|
| Primero Finance OU | Loan | 11.7% | 03.12.2030 | 159 965 600 | 90 910 697 |
| Eleving Consumer Finance Mauritius Ltd | Loan | 13% | 19.07.2028 | 32 715 000 | 24 137 000 |
| EC Finance Group SIA | Loan | 13% | 20.07.2028 | 15 050 945 | 12 265 945 |
| ECFA Sh.A | Loan | 13% | 06.10.2026 | 13 000 000 | 2 600 000 |
| Mogo Auto Limited* | Loan | 21% | 15.02.2028 | 9 220 318 | 14 232 261 |
| Mogo Lend OOO | Loan | 14% | 05.09.2028 | 7 000 000 | 10 076 000 |
| ExpressCredit (PTY) LIMITED | Loan | 14% | 31.12.2028 | 6 885 000 | 2 550 000 |
| Eleving Consumer Finance AS | Loan | 12% | 08.06.2026 | 2 295 000 | 155 000 |
| Eleving Finance AS | Loan | 13% | 21.11.2027 | 1 690 000 | 407 000 |
| Eleving Vehicle Finance AS | Loan | 8.5% | 31.12.2026 | 488 214 | 7 363 997 |
| Mogo UCO LLC | Loan | 14% | 20.12.2027 | 300 000 | 1 000 000 |
| Longo LLC | Loan | 12% | 31.12.2028 | 60 000 | 73 000 |
| Mogo Africa UAB | Loan | - | 22 690 400 | ||
| Mogo LT UAB | Loan | - | 13 350 000 | ||
| Mogo AS | Loan | - | 3 240 000 | ||
| Mogo LLC | Loan | - | 300 000 | ||
| Total | 248 670 077 | 205 351 300 |
* - loan issued to Mogo Auto Limited is denominated in Kenya Shiling (KES) currency. All other loans ar in EUR currency.
| Name | Type | Interest rate | Maturity | Nominal value 30.06.2025 |
Nominal value 31.12.2024 |
|---|---|---|---|---|---|
| EUR | EUR | ||||
| Spaceship SIA | Loan | 10.0% | 31.01.2027 | 3 253 724 | 3 253 724 |
| Total | 3 253 724 | 3 253 724 |
| Name | Type | Nominal value 30.06.2025 EUR |
Nominal value 31.12.2024 EUR |
|---|---|---|---|
| Primero Finance OU | Accrued interest | 1 595 926 | 701 429 |
| Eleving Consumer Finance Mauritius | Accrued interest | 339 452 | - |
| Mogo Auto Limited | Accrued interest | 324 404 | 228 291 |
| Express Credit (Proprietary) Limited | Accrued interest | 172 814 | 33 885 |
| EC Finance Group SIA | Accrued interest | 159 892 | 154 050 |
| Tigo Finance Dooel Skopje | Accrued interest | 147 026 | - |
| Mogo Lend OOO | Accrued interest | 85 200 | 242 718 |
| Longo LLC | Accrued interest | 50 601 | 52 534 |
| ECFA Sh.A | Accrued interest | 27 914 | 8 450 |
| Eleving Consumer Finance AS | Accrued interest | 22 950 | 14 202 |
| Eleving Finance AS | Accrued interest | 18 251 | 8 498 |
| Mogo UCO LLC | Accrued interest | 9 010 | 4 333 |
| Eleving Vehicle Finance AS | Accrued interest | 3 458 | 50 482 |
| Mogo loans SMC limited | Accrued interest | 112 | - |
| Mogo Africa UAB | Accrued interest | - | 308 918 |
| YesCash Group Limited | Accrued interest | - | 221 492 |
| Mogo LT UAB | Accrued interest | - | 146 882 |
| Mogo AS | Accrued interest | - | 31 913 |
| Mogo LLC | Accrued interest | - | 1 625 |
| Total | 2 957 010 | 2 209 702 |
| Nominal value | Nominal value | |
|---|---|---|
| Name | 30.06.2025 | 31.12.2024 |
| EUR | EUR | |
| VAT overpayment | 90 532 | 69 086 |
| Accrued interest | 55 133 | 54 455 |
| NWT paid in advance | - | 18 200 |
| Other | - | 3 409 |
| Total | 145 665 | 145 150 |
| Name | Nominal value 30.06.2025 EUR |
Nominal value 31.12.2024 EUR |
|---|---|---|
| Own shares | 1 146 772 | 1 146 772 |
| Total | 1 146 772 | 1 146 772 |
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.
| Name | Nominal value 30.06.2025 EUR |
Nominal value 31.12.2024 EUR |
|---|---|---|
| Deferred bonds acquisition costs | 4 186 390 | 3 576 502 |
| Prepaid expenses other | 63 628 | 19 671 |
| Total | 4 250 018 | 3 596 173 |
8
The subscribed capital of the Company amounts to EUR 1 171 088 and is divided into 117 108 824 shares fully paid.
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 movements on the "Subscribed capital" caption during the year 2024 are as follows: | Share capital EUR |
Number of ordinary Shares |
Number of class A preferred hares |
Number of class B preferred hares |
Total number of Shares |
|---|---|---|---|---|---|
| Opening balance | 1 000 500 | 100 049 998 | 1 | 1 | 100 050 000 |
| Subscriptions for the year/period | 170 588 | 17 058 824 | - | - | 17 058 824 |
| Conversion of shares | - | 2 | (1) | (1) | - |
| Redemptions for the year/period | - | - | - | - | - |
| Closing balance | 1 171 088 | 117 108 824 | - | - | 117 108 824 |
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 movements on the "Subscribed capital" caption during the 6 months period of 2025 are as follows: |
Share capital EUR |
Number of ordinary Shares |
Number of class A preferred hares |
Number of class B preferred hares |
Total number of Shares |
|---|---|---|---|---|---|
| Opening balance | 1 171 088 | 117 108 824 | - | - | 117 108 824 |
| Subscriptions for the year/period | - | - | - | - | - |
| Redemptions for the year/period | - | - | - | - | - |
| Closing balance | 1 171 088 | 117 108 824 | - | - | 117 108 824 |
| The movements on the "Profit or loss brought forward" caption during the 6 months period of 2025 are as follows: |
|
|---|---|
| Opening balance as at 01.01.2025 | 4 058 491 |
| Profit or loss for the previous financial period | 11 391 482 |
| Regular dividends paid out | (14 785 914) |
| Closing balance as at 30.06.2025 | 664 059 |
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.
| The movements on the "Legal reserve" caption during the 6 months period of 2025 are as follows: | EUR |
|---|---|
| Opening balance | 100 050 |
| Additional reserve recognised | - |
| Closing balance | 100 050 |
On 8 August 2024, the general meeting of the shareholders of the Company resolved to approve an employment stock options programme for the benefit of the Group's employees, the Management Board and the Supervisory Board. Options may be granted by the eligible employees, duly identified by the Management Board in its sole discretion in accordance with the terms and conditions of the Company's Employment Stock Option Programme. Further, the Management Board is entitled to determine the number of options granted or to be granted to any eligible employee and determine the exercise price and vesting schedule of these options. The holder of stock options shall pay no exercise price of the options in order to acquire shares in the Company and such shares will be granted subject to vesting conditions under Employment Stock Option Programme.
| The movements on the "Other reserves, including the fair value reserve" caption during the 6 months period of 2025 are as follows: | EUR |
|---|---|
| Opening balance | - |
| Additional reserve recognised | 197 985 |
| Closing balance | 197 985 |
| Name | Maturity date | Interest rate | Borrowing/ (reimbursement) |
Nominal value 30.06.2025 EUR |
Nominal value 31.12.2024 EUR |
|---|---|---|---|---|---|
| Non-current | |||||
| Eurobond holders1) | October 2026 | 9.5% | 1 720 000 | 149 711 000 | 147 991 000 |
| Eurobond holders2) | October 2028 | 13.0% | 34 955 200 | 84 955 200 | 50 000 000 |
| 36 675 200 | 234 666 200 | 197 991 000 | |||
| Current | |||||
| Accrued interest | 731 806 | 4 667 429 | 3 935 623 | ||
| 731 806 | 4 667 429 | 3 935 623 |
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 for EUR 50 million at par with an annual interest rate of 9.5%, followed on 16 November 2018 by a EUR 25 million tap at par and 13 November 2019 by another EUR 25 million. After both tap issues, the total amount outstanding of Mogo Finance's 9.50% corporate bonds 2018/2022 (XS1831877755) amounts to EUR 100 million. On 30 November 2018, the corporate bond 2018/2022 (XS1831877755) was uplisted to the regulated market (General Standard) of the Frankfurt Stock Exchange. 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 289 000 (2024: EUR 2 009 000) of this bond therefore outstanding debt is smaller than nominal value of issued bond.
Starting from 14 October 2021 Eleving Group as Issuer and certain of its Subsidiaries 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.
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%, followed on 10 March 2025 by a EUR 40 million tap at par and 13 November 2019 by another EUR 25 million.. The bond will mature in October 2028. The Company owns EUR 5 044 800 (2024: EUR 0) of this bond therefore outstanding debt is smaller than nominal value of issued bond.
| Name | Maturity date | Interest rate | Borrowing/ (reimbursement) |
Nominal value 30.06.2025 EUR |
Nominal value 31.12.2024 EUR |
|---|---|---|---|---|---|
| Non-current | |||||
| Eleving Consumer Finance Holding AS | 22.07.2029 | 12.00% | 3 873 000 | 3 873 000 | - |
| 3 873 000 | 3 873 000 | - | |||
| Current | |||||
| Eleving Solis AS - other creditor* | (744 726) | 215 153 | 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 | ||
| (833 474) | 215 153 | 1 048 627 |
* - The Company has signed a hedging agreement with its affiliated undertaking in Kenya.
| Name | Maturity date | Interest rate | Borrowing/ (reimbursement) |
Nominal value 30.06.2025 EUR |
Nominal value 31.12.2024 EUR |
|---|---|---|---|---|---|
| Non-current | |||||
| Borrowings from other creditors | up to August 2027 | 12%+6M EURIBOR | - | 2 300 000 | 2 300 000 |
| - | 2 300 000 | 2 300 000 | |||
| Current | |||||
| Withholding tax | - | 1 400 | 1 400 | ||
| Other payables | 6 582 | 453 338 | 446 756 | ||
| 6 582 | 454 738 | 448 156 |
| Nominal value | Nominal value | |
|---|---|---|
| Name | 30.06.2025 | 31.12.2024 |
| EUR | EUR | |
| Deferred bonds acquisition income | 2 688 045 | - |
| 2 688 045 | - |
| Name | 01.01.2025 - 30.06.2025 |
01.01.2024 - 30.06.2024 |
|---|---|---|
| EUR | EUR | |
| Brokerage fees | 881 788 | 1 030 425 |
| Professional services | 515 887 | 211 267 |
| Foreign currency exchange loss | 259 811 | 713 508 |
| Share options expenses | 197 985 | - |
| Bank fees | 15 220 | 57 063 |
| Other administrative expenses | 264 639 | 47 192 |
| Total | 2 135 330 | 2 059 455 |
| 01.01.2025 - | 01.01.2024 - | |
|---|---|---|
| Name | 30.06.2025 | 30.06.2024 |
| EUR | EUR | |
| Income from participating interests | ||
| Dividends income | 10 943 452 | 4 413 213 |
| Total | 10 943 452 | 4 413 213 |
| Income from other investments and loans forming part of the fixed assets derived from affiliated undertakings | ||
| Interest income on loans issued to related parties | 14 267 757 | 11 458 061 |
| Total | 14 267 757 | 11 458 061 |
| 01.01.2025 - | 01.01.2024 - | |
|---|---|---|
| Name | 30.06.2025 | 30.06.2024 |
| EUR | EUR | |
| Income from transactions with bonds | 249 600 | 609 477 |
| Interest Income on bank account balances and deposits | 100 072 | 121 401 |
| Interest income on loans issued | 52 913 | - |
| Refundable VAT from previous years | - | 6 197 |
| Other income | 12 | - |
| Total | 402 597 | 737 075 |
| Name | 01.01.2025 - 30.06.2025 |
01.01.2024 - 30.06.2024 |
|---|---|---|
| EUR | EUR | |
| Value adjsutment for receivables from Mogo Balkans and Central Asia AS | - | 61 200 |
| Total | - | 61 200 |
| Name | 01.01.2025 - 30.06.2025 |
01.01.2024 - 30.06.2024 |
|---|---|---|
| EUR | EUR | |
| Interest payable and similar expenses concerning affiliated undertakings | ||
| Interest expenses on loans from related parties | 303 170 | 82 465 |
| Total | 303 170 | 82 465 |
| Other interest and similar expenses | ||
| Interest expenses on bonds | 11 357 582 | 10 911 095 |
| Interest expenses for other borrowings from non related parties | 168 393 | - |
| Total | 11 525 975 | 10 911 095 |
Related parties are all shareholders of the Group. All shareholders have equal rights in making decisions proportional to their share value. Receivables and payables incurred are not secured with any kind of pledge. The management of the Company considers all transactions with related parties to be according to arm's length principal.
Please refer to notes 4, 5, 6, 7, 13, 17, 19 and 20 for more details on transactions with related parties.
The Company has issued the following new guarantees in 2025:
Eleving Group S.A. has provided a limited guarantee in favour of Ecobank Limited Kenya whereby Eleving Group S.A. guarantees on Mogo Auto Limited (Kenya) debt liabilities towards Ecobank Limited Kenya under the KES 300,000,000 credit facility agreement dated 16 May 2025.
On 24 July 2025, Eleving Group S.A. has entered into a Guarantee Agreement, whereby Eleving Group S.A. agreed to guarantee and indemnity MFX Solutions, Inc. Eleving Consumer Finance Mauritius Limited liabilities under ISDA Agreements under which MFX Solutions, Inc. provides certain hedging services to Eleving Consumer Finance Mauritius Limited.
As of the last day of the reporting period until the date of signing these interim accounts the following events took place:
1) The Company has issued additional loans to its affiliated undertakings for amount of 6,5 million EUR. 2) The Company has received additional borrowings from its affiliated undertakings for amount of 4,2 million EUR.
As of the last day of the reporting period until the date of signing these interim accounts there have been no other events requiring adjustment of or disclosure in the interim accounts or Notes thereto.
Director type A Director type B
Māris Kreics 31.08.2025 Sébastien Jean-Jacques J. François
The undersigned Eleving Group, а 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 Gаrе, L-1610, Luxembourg and registered with the Luxembourg Тrаdе and Companies Register under the number В 174457 (the "Company''),
The standalone interim report of the Company for the period ended 30 June 2025 is, to the best of Management Board's knowledge, рrераrеd in accordance with the applicable set of accounting standards and gives а true and fair view of the assets, liabilities, financial position and profit оr loss of the Company.
Director type A Director type B
Māris Kreics 31.08.2025 Sébastien Jean-Jacques J. François
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