REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

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REPORT AND FINANCIAL STATEMENTS

For the year ended 31 December 2024

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Officers and Professional Advisors	1
Declaration of the members of the Board of Directors and company's officials responsible for the preparation of the consolidated financial statements	2
Management Report	3 - 5
Independent Auditors' report	6 - 10
Consolidated Statement of financial position	11
Consolidated Statement of profit or loss and other comprehensive income	12
Consolidated Statement of changes in equity	13
Consolidated Statement of cash flows	14
Notes to the consolidated financial statements	15 - 49

OFFICERS AND PROFESSIONAL ADVISORS

Board of Directors

Secretary

Eleni Charalambous Georgios Koufaris

Themis Secretarial Services Limited Kyriakou Matsi, 16 Eagle House, Floor 10, 1082 Nicosia, Cyprus

Independent Auditors

Registered Office

KPMG Limited

Charalambou Mouskou 14 ARTEMISIA BUSINESS CENTRE Floor 1, Flat 101 2014, Strovolos Nicosia, Cyprus

....

DECLARATION OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE COMPANY'S OFFICIALS RESPONSIBLE FOR THE PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Article 9 sections (3c) and (7) of the Transparency Requirements (Traded Securities in Regulated Markets) Law 2007 (N 190(1)/2007) ("the Law") we, the members of the Board of Directors and the Company officials responsible for the consolidated financial statements of Enteca Plc (the "Company") for the year ended 31 December 2024, on the basis of our knowledge, declare that:

(a) The annual consolidated financial statements of the Group which are presented on pages 11 to 49:

(i) have been prepared in accordance with the applicable International Reporting Standards as adopted by the European Union and the provisions of Article 9, section (4) of the law, and

(ii) provide a true and fair view of the particulars of assets and liabilities, the financial position and profit or loss of the Group and the entities included in the consolidated financial statements as a whole and

(b) The consolidated management report provides a fair view of the developments and the performance as well as the financial position of the Group as a whole, together with a description of the main risks and uncertainties which they face,

Members of the Board of Directors:

Georgios Koufaris - Director

Eleni Charalambous - Director

Responsible for drafting the financial statements

Eleni Charalambous - Director

Nicosia, 28 April 2025

CONSOLIDATED MANAGEMENT REPORT

The Board of Directors of Enteca Plc (the "Company") presents to the members its Annual Report together with the audited consolidated financial statements of the Company and its subsidiary (together with the Company, the "Group") for the year ended 31 December 2024.

INCORPORATION

Enteca Plc was incorporated in Cyprus on 17 May 2022 as a private limited liability company under the Cyprus Companies Law, Cap. 113. On 25 July 2023 the Company listed its Class B shares on the Emerging Companies Market of the Cyprus Stock Exchange.

PRINCIPAL ACTIVITY AND NATURE OF OPERATIONS OF THE GROUP

The principal activities of the Group comprise the ownership and license of proprietary and the country are The principal activities of the Stough its subsidiary Tiebreak Solutions Ltd. The Group through its investment in Tiebreak Solutioned in the martech and fintech industry. Tiebreak Solutions Ltd focused in the last couple of years on advancing key areas of its systems whilst also developing internally its own technological trading platform and expanding its intellectual property developing "instrany ins offic toesments development and growth of the subsidiary over the past two years including but not limited to the fact that Tiebreak Solutions Ltd distributed in the period from two your mondomig our he date of the Group as at 30 September, 2023 dividends of a total amount of E64.000.000 to its shareholders.

FINANCIAL RESULTS

The Group's financial results for the year ended 31 December 2024 are set out on page 12 to the consolidated financial statements. The net profit for the year attributable to the Company amounted to €12.047.496 (2023: €4.466.552).

The corporate customers of the Group are broker companies which are registered in Mauritius, Seychelles, Vanuatu, Greece, Cyprus, Malta and South Africa. All of the Group's customers have an active license in the respective jurisdiction's securities and exchange commissions.

EXAMINATION OF THE DEVELOPMENT, POSITION AND PERFORMANCE OF THE ACTIVITIES OF THE GROUP

The current financial position as presented in the consolidated financial statements is considered satisfactory.

REVENUE

The Group's revenue for the year ended 31 December 2024 was €26.450.940 (2023: €8.055.836).

DIVIDENDS

On 11 October 2024, the Board of directors of the parent Company, declared the distribution of an interim dividend in the amount of €0.05 per share (total annount of €2.500.000) to the holders of Class B shares. The dividends were fully settled on 25 October 2024.

MAIN RISKS AND UNCERTAINTIES

The main risks and uncertainties faced by the Group and the steps taken to manage these risks, are described in note 23 to the consolidated financial statements.

CONSOLIDATED MANAGEMENT REPORT (continued)

FUTURE DEVELOPMENTS

The Board of Directors does not expect major changes in the principal activity of the Group in the foreseeable future.

CORPORATE GOVERNANCE

The Company has listed class B shares in Emerging Capital Markets of the Cyprus Stock Exchange (CSE). The CSE has established a Corporate Governance Code ("The Code"). The Company does not apply the Code since it is not mandatory for companies listed on the Emerging Companies Market.

SHARE CAPITAL

On the 30th of September 2023, the Company issued and allotted 49.950.000 Class B shares of nominal value 615 each to Mr. Perl in exchange for the contribution to the Company of 999 shares of Mr. Perl in Tiebreak Solutions Limited, See note 19.

On the 25 July 2023 the Company listed its Class B Shares to the Emerging Market of the Cyprus Stock Exchange. The listing price per share was set at €15 per share.

As at 31 December 2024 the issued and fully paid share capital of the Company consists of 127 ordinary shares of €15 each and 50,000,009 Class B shares of €15 each,

PARTICIPATION OF DIRECTORS IN THE COMPANY'S SHARE CAPITAL

The number of shares in the share capital of the Company held directly or indirectly by each member of the Board of Directors (in accordance with Article (4) (b) of the Directive DI 190-2007-04), as at 31 December 2024 and 23 April 2025 (5 days before the date of approval of the financial statements by the Board of Directors) were as follows:

	31 December 2024		23 April 2025
			Ordinary shares Class B shares
Eleni Charalambous
Georgios Koufaris

SHAREHOLDERS HOLDING MORE THAN 5% OF SHARE CAPITAL

The persons holding more than 5% of the share capital as of 31 December 2024 and 23 April 2025 (5 days before the date of approval of the financial statements by the Board of Directors) were as follows:

	31 December 2024		23 April 2025
	0/0	%	Ordinary shares Class B shares Ordinary shares Class B shares /o	0/0
Izhak Perl	ેરે	94	તેરે	ਰੇਪ

CONSOLIDATED MANAGEMENT REPORT (continued)

BRANCHES

The Company's subsidiary operated a branch in Sofia, Bulgaria during 2024 named Tierrent in anaistand I lie Company S Substition y Openica a The Branch was established on 30 May 2017 and is registered Lut, Blanch Dilgaria (the "Dianer"). "Itle" Bla Street, office building BSR1, Slatina District, Sofia ulder OIC 204013507. It is considered as the Group's technology hub as it primarily houses the technology 1947, Durgaria. It is occurations are aligned with those of the Group.

BOARD OF DIRECTORS

The members of the Company's Board of Directors as of 31 December 2024 and at the date of this report or do The nembers of the Compair 3 Bourd of Director as on a Books. I woughout the year ended 31 December 2024.

In accordance with the Company's Articles of Association all directors presently members of the Board continue in office.

There were no significant changes in the assignment of responsibilities and remuneration of the Board of Directors.

EVENTS AFTER THE REPORTING PERIOD

Any significant events that occurred after the end of the reporting period are described in note 27 to the consolidated financial statements.

RELATED PARTY TRANSACTIONS

Disclosed in note 22 to the financial statements.

INDEPENDENT AUDITORS

The independent auditors of the Company, KPMG Limited, have expressed their willing researchives will be in office. A resolution giving authority to the Board of Directors to fix their remuneration will be submitted at the forthcoming Annual General Meeting.

By order of the Board of Directors,

Eleni Charalambous Director

Nicosia, 28 April 2025

KPMG Limited Chartered Accountants Millenium Lion House 1 G. Aradippioti Street, 6016 Larnaca, Cyprus P.O. Box 40075, 6300 Larnaca, Cyprus T: +357 24 200000, F: +357 24 200200

INDEPENTDENT AUDITORS' REPORT

TO THE MEMBERS OF

ENTECA PLC

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of Enteca Plc (the "Company") and its subsidiary (the "Group"), which are presented on pages 11 to 49 and comprise the consolidated statement of financial position as at 31 December 2024, and the consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2024, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113 (the "Companies Law, Cap. 113").

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing ("ISAs"). Our responsibilities under those standards are further described in the "Auditor's Responsibilities for the Audit of the Consolidated Financial Statements" section of our report. We are independent of the Group in accordance with the International Code of Ethics (including International Independence Standards) for Professional Accountants of the International Ethics Standards Board for Accountants ("IESBA Code") together with the ethical requirements that are relevant to our audit of the consolidated financial statements in Cyprus, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Nicode Nikodia
T: +357 22 209000
T: +357 22 209000
F: +357 22 209000
F: +357 22 678200

Limassol EDHE880
P.O.Box 60161, 0601
T: +357 25 859000

P.O. Box 60208, 8101 T; +367 26 043050 F: +367 26 943002

Polis Chrysochous
P.O. Box 66014, B330
T: +357 20 32209B F: +367 26 322722

F: +357 25 383842

arallmni / Avia Napa P.O. Box 33200, 5311 I: +367 23 8200B0 F: +357 23 820084

KEMIG

TO THE MEMBERS OF

ENTECA PLC

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Revenue from contracts with customers (C26.412.345)
Refer to note 7 of the consolidated financial statements.
Key audit matter	How the matter was addressed in our audit
trading platform. Revenue from contracts with the following: customers comprises license fees for the usage of the systems. The license fees are calculated based on specific parameters, being the number of active users on the online trading platform and the number of new users on the technological management platforms (defined as "first time depositors"). Due to the size of the amount of revenue during the year ended 31 December 2024, we considered this to be a key audit matter.	The Group has developed and operates online/Our audit procedures regarding Revenue from systems, including but not limited to an online/contracts with customers included amongst others Obtained the software license fee agreements between the Group and its customers and inspected their terms to ensure that the contracts with customers are within the scope of IFRS 15 - Revenue from contracts with customers. Obtained platform reports as extracted from the client's systems showing the FTDs and the active users and recalculated revenue in accordance with the relevant software license fee agreements. Performed cut-off procedures. We obtained the invoices for revenue from contract with customers recorded in December 2024 and January 2025 to ensure that revenue from contracts with customers was recognized in the correct accounting period. Obtained direct confirmations from the Group's customers and confirmed the amounts outstanding at year end and the software license fee income recognized as revenue from contracts with customers during the year 2024.

TO THE MEMBERS OF

ENTECA PLC

Other information

The Board of Directors is responsible for the other information comprises the Management Report but does not include the consolidated financial statements and our auditor's report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon, except as required by the Companies Law, Cap. 113.

In connection with our andit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

With regards to the consolidated Management Report, our report is presented in the "Report on other legal requirements" section.

Responsibilities of the Board of Directors and Those Charged with Governance for the Consolidated Financial Statements

The Board of Directors is responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113, and for such internal control as the Board of Directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless there is an intention to liquidate the Company or to cease the Group's operations, or there is no realistic alternative but to do so.

The Board of Directors and those charged with governance are responsible for overseeing the Group's financial reporting process.

TO THE MEMBERS OF

ENTECA PLC

Auditors' responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or enror 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 consolidated financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audits. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is 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 overide of internal control.

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 Group's internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.

Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves a true and fair view.

Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for the purposes of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

TO THE MEMBERS OF

ENTECA PLC

Auditors' responsibilities for the Audit of the Consolidated Financial Statements (continued)

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal requirements

Pursuant to the additional requirements of the Auditors Law of 2017 ("Law L.53(1)/2017"), and based on the work undertaken in the course of our audit, we report the following:

In our opinion, the Consolidated Management Report, the preparation of which is the responsibility of the Board of Directors, has been prepared in accordance with the requirements of the Cyprus Companies Law, Cap. 113, and the information given is consistent with the consolidated financial statements.

In light of the knowledge and understanding of the business and the Group's environment obtained in the course of the audit, we have not identified material misstatements in the Consolidated Management Report.

Other matter

This report, including the opinion, has been prepared for and only for the Company's members as a body in accordance with Section 69 of Law L.53(1)/2017 and for no other purpose, We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whose knowledge this report may come to.

The engagement partner on the audit resulting in this independent auditors' report is George P. Savva.

George P. Savva, FCA Certified Public Accountant and Registered Auditor for and on behalf of KPMG Limited Certified Public Accountants and Registered Auditors P.O.Box 40075 6300 Larnaca Cyprus

28 April 2025

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

	As at 31 December 2024
		2024	2023
	Note	e	CD
Assets		212.264	432.435
Property, plant and equipment	13		1.203
Intangible assets		899 198	23.888
Right-of-use assets	14	18.016	20.510
Deferred tax assets	17	106.170
Long-term deposit		1.235.648	478.036
Total non-current assets
Tax refundable		101.069	101.069
Trade and other receivables	16	15.875.459	7 584.485
Deposits and prepayments	17	133.960	207.460
Cash and cash equivalents	18	2.149.703	3.575.353
Total current assets		18.260.191	11.468.367
Total assets		19.495.839	11.946.403
Equity
Share capital		750.002.040	750.002.040 86.474
Capital contribution reserve		86.474
Restructuring reserve		(744.035.900)	(744.035.900) 1.564.250
Retained earnings		11.111.746	7.616.864
Total equity	19	17.164.360
Liabilities
Lease liabilities	20	723.871	18.362
Deferred tax liabilities			13.404
Non-current liabilities		723.871	31.766
	20	208.755	42.649
Lease liabilities	21	729.754	3.919.643
Trade and other payables		669.099	335.481
Current tax liabilities		1.607.608	4.297.773
Current liabilities
Total liabilities		2.331.479	4.329.539
		19.495.839	11.946.403
Total equity and liabilities

On 28 April 2025 the Board of Directors of Enteca Ple authorized and approved these consolidated
financial/statements for issue.

Eleni Charalambous Director

Georgios Koufaris Director

ເ , "

The notes on pages 15 to 49 are an integral part of these financial statements.

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the year ended 31 December 2024

8.055.836 7 26.450.940 Revenue 54.871 8 7.702 Other income	ー


9 (1.151.987) (5.347.115) Technology and software expenses
9 (2.091.043) (7.336.134) Administrative expenses
(1.087.492) 16 (271.031) Impairment loss on trade receivables and contract assets
12.687.901 4.596.646 Operating profit
3.507 Finance income
(27.555) (115.346) Finance costs
11 (111.839) (27.555) Net finance costs
4.569.091 12.576.062 Profit before tax
(102.539) 12 (528.566) Tax
4.466.552 12.047.496 Profit for the year
Other comprehensive income
4.466.552 12.047.496 Total comprehensive income for the year
Earnings per share
Basic and fully diluted earnings per share (cent) 0,24	0,09
Weighted average earnings per share (cent) 0,24	0,36
2.900.000 2.500.000 Dividends declared

The notes on pages 15 to 49 are an integral part of these financial statements.

. ﺑ

		ENTECA PLC
		For the year ended 31 December 2024	CONSOLIDATED STATEMENT OF CHANGES IN EQUIT
	Note	Share Capital	Capital Contribution reserve	Restructuring reserve Retained earnings		Total e
Balance at 01 January 2023		751.635 ပ	e	ಲ	(2.302) அ	749.333
Comprehensive income Profit for the year					4.466.552	4.466.552
Transactions with owners of the Company Contributions and distributions Contributions from owners	। ਰੇ		86.474			405 86.474
Issue of share capital - Class B Effect of restructuring Issue of share capital	19 19	405 749.250.000		(744.035.900)	2.900.000)	(2.900.000) 749.250.000 (744.035.900)
Balance at 31 December 2023 Dividends		750.002.040	86.474	(744.035.900)	1.564.250	7-616-864
Balance at 01 January 2024		750.002.040	86.474	(744.035.900)	1.564.250	7.616.864
Comprehensive income Profit for the year					12.047.496	12.047.496
Transactions with owners of the Company Contributions and distributions					(2.500.000)	(2.500.000)
Balance at 31 December 2024 Dividends		750.002.040	86.474	(744.035,900)	11.111.746	17.164.360
Companies, which to not distribute 70% of the tax, as defined by the Special Contribution for the Republic Law, within two years after the end of the relevant tax year, will be deemed to have dividend on the 31st of December of the scond year. The amount of the demec dividend distribution is reduced by any actual distibuted by 31 December of the year the profits refer. The Company pay special defence contribution of belalf of the shared divided distibution at a rate of 17% (applicable since 2014) when the entiled sharebolders are natural persons tax residents of Cyprus. In addition, the Company pays a General Health System (GHS) oontibution on behalf of the shareholders at a rate of 2.65%, when the entitled sharebolders are natural tax residents of Cyprus, regardless of their domicile.

The notes on pages 15 to 49 are an integral part of these financial statements.

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.. . . . . . .

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 31 December 2024

	Note	2024	2023
		€	e
Cash flows from operating activities
Profit for the year		12.047.496	4.466.552
Adjustments for:
Amortization of intangible assets		1.203	328
Depreciation of property, plant and equipment	13	346.647	91.685
Depreciation of right of use asset	14	183.149	16.212
Net foreign exchange losses		16.509	10.976
Interest expense on lease liability	20	35.769	રીવે
Liabilities written off	8		(50.371)
Dividend income from equity investment at FVOCI	8		(4.500)
Tax expense	12	528,566	102.539
Finance income - unwinding of discount		(3.507)
Impairment loss on trade receivables and contract assets		1.087.492	271.031
		14.243.324	4.904.961
Changes in:
Deposits and prepayments		(60.676)	(127.830)
Trade and other receivables		(9.394.976)	(1.839.876)
Trade and other payables		(300.545)	37.028
Cash generated from operations		4.487.127	2.974.283
Tax paid		(195.203)	(13.294)
Dividends paid		(5.400.000)
Net cash (used in) / generated from operating activities		(1.108.076)	2.960.989
Cash flows from investing activities
Dividends received from equity investments at FVOCI			4.500
Payment for acquisition of property, plant and equipment		(126.476)	(38.682)
Acquisition of subsidiary, net of cash acquired	ો રે		580.832
Net cash (used in) / generated from investing activities		(126.476)	546.650
Cash flows from financing activities
Contributions from owners			86.474
Repayment of lease liabilities	20	(191.098)	(18.745)
Net cash (used in) / generated from financing activities		(191.098)	67.729
Net (decrease) / increase in cash and cash equivalents		(1.425.650)	3.575.368
Cash and cash equivalents at beginning of the year		3.575.353	(15)
Cash and cash equivalents at end of the year	18	2.149.703	3.575.353

The notes on pages 15 to 49 are an integral part of these financial statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

Reporting entity 1.

Enteca Plc (the "Company") was incorporated in Cyprus on 17 May 2022 as a private limited liability Enteca Pic (the Company 7 was moorporated in Open Its registered office is at Charalambon Mouskou
company under the Cyprus Companies Law, Cap. 13. Its registered office is Ch Company under the Cyprus Companier Larry Exceller, Strovolos, 2014, Nicosia, Cyprus.

On 25 July 2023 the Company listed its Class B shares on the Emerging Companies Market of the Cyprus On 2 July 2025 the Company's Class B shares are traded under the code "NTK" with an ISIN number CY0200620710.

The principal activities of the Group comprise the ownership and license of proprietary activery a s The principal activites of the Group ochipine and chartech and Fintech industry as a provider of:

a) a user management platform and infrastructure that enables integration of marketing, sales, analytics and related capabilities and modules.
b) Trading platform.

Change of Company status

On 10 January 2023, the Company changed its status from private limited liability company to public limited liability company and its name from Enteca Limited to Enteca Plc.

Basis of accounting 2.

The consolidated financial statements for the year ended 31 December 2024 consist of the financial The Collouities of the Company and its subsidiary (which together referred to as "the Group").

2.1 Statement of compliance

These consolidated financial statements have been prepared in accordance with International Financial These consoncated imancial statonions nero been propies and the requirements of the Cyprus Companies Law, Cap. 113.

2.2 Basis of measurement

These consolidated financial statements have been prepared under the historical cost convention, except in the case of the long-term deposit which is measured at its fair value.

Functional and presentation currency 3.

These consolidated financial statements are presented in Euro (€) which is the functional and presentation currency of the Company.

Adoption of new and revised IFRSs and interpretations by the European Union (EU) 4.

As from 1 January 2024, the Group adopted all changes to International Financial Reporting Standards and As from I Jaluary 2024, the Oroup asopted and change are relevant to its operations. This adoption did not have a material effect on the financial statements of the Group.

The following new or amended Accounting Standards and Interpretations have been issued by the I he Tollowing Thew of aniended Treoching Brandars are not yet effective for annual periods beginning International Accounting Standards Dours (INRE) one Group are set out below. The Group does not plan on I January 2024. Those minenting Standards and Interpretations early.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

Adoption of new and revised IFRSs and interpretations by the European Union (EU) (continued)

(i) New or amended Accounting Standards and interpretations adopted by the EU

· IAS 21 The Effects of Changes in Foreign Exchange Rates (Annendments); Lack of Exchangeability (effective for annual periods beginning on or after 1 January 2025).

(ii) New or amended Accounting Standards and interpretations not adopted by the EU

· IFRS 18 Presentation and Disclosure in Financial Statements (effective for annual periods beginning on or after 1 January 2027).
· IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures (Amendments): Classification and Measurement of Financial Instruments (effective for annual periods beginning on or after 1 January 2026).
· Annual Improvements to IFRS Accounting Standards Volume 11 (effective for annual periods beginning on or after 1 January 2026).

5. Use of estimates and judgements

In preparing these consolidated financial statements, management has made judgements, estimates and assumptions that affect the application of the Group's accounting policies and the reported amounts of assets, liabilities, income and expenses. The estimates and underlying assumptions are based on historical experience and various other factors that are deemed to be reasonable based on knowledge at that time. Actual results may deviate from such estimates,

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively - that is, in the period during which the estimate is revised, if the estimate affects only that period, or in the period of the revision and future periods, if the revision affects the present as well as future periods.

5.1 Judgements

Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognized in the financial statements is included in the following note:

· Note 20: Classification of sublease as operating lease from sublessor's perspective.

5.2 Assumptions and estimation uncertainties

Information about assumptions and estimation uncertainties at the reporting date that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities in the next financial year is included in the following note:

· Note 23(i): Measurement of ECL allowance for trade receivables and contract assets; Key assumptions in determining the weighted average loss rate.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

5.

5.3 Measurement of fair values

A number of the Group's accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.

The Group has an established control framework with respect to the measurement of fair values. This values Includes a valuation team that has overall responsibility for overseing all significant fair value measurements, including Level 3 fair values, and reports directly to the Managing director.

The valuation team regularly reviews significant unobservable in manuwe fair youngs, then the party information, such as broker quotes or picing services, is used to measure fair values, then the party information, such as broker quotes of from the third parties to support the conclusion that such valuation team assesses the evidence obtained from the entry in the fair value hierarchy in which such valuations should be classified.

When measuring the fair value of an asset or a liability, the Group uses observable marked on the uned When measuring the fair value of all aasot of a fair value hierarchy based on the inputs used in the valuation techniques as follows:

Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - inputs other than quoted prices included within Level 1 that are observable for the asset of liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair If the inputs used to measurement is categorised in its entirety in the entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

There have been no transfers between different levels during year.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

6. Material accounting policies

The Group has consistently applied the following accounting policies to all periods presented in these consolidated financial statements, except if mentioned otherwise. The accounting policies have been consistently applied by all companies of the Group.

6.1 Basis of consolidation

(a) Acquisition of subsidiaries - Common control transactions

The Group accounts for acquisition of subsidiaries which is as a result of common control transaction, using the book value method at the date of the transaction.

The cost of the subsidiary is determined as the book value of its net assets at the transaction. For assets acquired and liabilities assumed at the transaction date, see note 15.

Any consideration in excess from subsidiary's book value at the transaction, it is accounted for as an "effect of restructuring", recognized directly in Restructuring reserve.

(b) Subsidiaries

Subsidiaries are entities controlled by the Group. Control exists where the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

The financial statements of subsidiaries acquired or during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date that control commences until the date control ceases.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring them in line with the accounting policies of the Group.

(c) Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealized income and expenses (except for foreign currency transaction gains or losses) arising from intra-group transactions, are eliminated. Unrealised gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group's interest in the investee. Unrealised losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

Material accounting policies (continued) 6.

6.2 Revenue from contract with customers

Contract identification

The Group recognises revenue when the parties have approved the contract (in writing, orally or in The Stroup recognises revelue when the parkess practices) and are committed to perform their respective obligations, the Group can identify each party's rights and the payment terms for the Schools of Services to obligations, the contract has commercial substance (i.e. the risk, timing or anount of the Groups full octory will octory will only of the be transleried, the contract has commons of the contract), it is probable that the Group will onlied consideration to which it will be entitled in exchange for the goods or services that will be transferred to consideration to which it will be been met for each of the Group's contracts with customers.

The transaction price

Revenue represents the amount of consideration to which the Group expects to be entitled in exchange for transferring the promised goods or services to the customer, excluding amounts collected on behalf of third parties (for example, value added taxes).

More information about the Group's accounting policies relating to contracts with customers is provided in note 7.

6.3 Finance income and finance costs

The Company's finance income and finance costs include:

interest expense on lease liabilities;
bank fees
the foreign currency gain or loss on financial assets and financial liabilities
dividend income

6.4 Finance income

Dividend income is recognized in profit or loss on the date on which the Group's right to receive the payment is established.

6.5 Finance costs

Interest expense and other borrowing costs are recognised in profit or loss using the effective interest method. The effective interest rate is applied to the amortised cost of the liability.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

6. Material accounting policies (continued)

6.6 Foreign currency translation

(i) Functional currency

Items included in the financial statements of each Group entity are measured using the currency of the primary economic environment in which each entity operates ('the functional currency').

Transactions and balances (ü)

Foreign currency transactions are translated into respective functional currencies of the Group companies using the exchange rates provailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value is determined. Nonmonetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the reporting date exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss and presented within finance costs.

However, foreign currency differences arising from the translation of the following items are recognised in OCI:

an investment in equity securities designated as at FVOCI (except on impairment, in which case foreign currency differences that have been recognised in OCI are reclassified to profit or loss);
a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective and
qualifying cash flow hedges to the extent that the hedges are effective.

(iii) Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arrising on acquisition, are translated into Euro at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into Euro at the exchange rates at the dates of the transactions.

Foreign currency differences are recognised in other comprehensive income and accumulated in the translation reserve, except to the extent that the translation difference is allocated to non-controlling interest.

On the disposal of a foreign operation (i.e. a disposal of the Group's entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation, a disposal inyolving loss of joint control over a jointly controlled entity that includes a foreign operation, or a disposal involving loss of significant influence over an associate that includes a foreign operation), all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Company are reclassified to profit or loss as part of the gain or loss on disposal.

In the case of a partial disposal that does not result in the Group losing control over a subsidiary that includes a foreign operation, the proportionate share of accumulated exchange differences are reattributed to non-controlling interests and are not recognised in profit or loss. For all other partial disposals, the proportionate share of the accumulated exchange differences is reclassified to profit or loss.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

Material accounting policies (continued) 6.

6.7 Tax

Income tax expense comprises of current and deferred tax. It is recognised in profit or institutive in in other extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

Current tax

Tax liabilities and assets for the current and prior periods are measured at the amount expected to be painted. to or recovered from the taxation authorities, using the tax rates and laws that have been edgede, in to or recovered from the laxation authorities, using the lax includes any adjustments to tax payable in respect of previous periods.

6.8 Dividends

Dividends distributions to the Company's shareholders are recognised in the Company's financial statements in the year in which they are approved.

6.9 Property, plant and equipment

Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses.

Depreciation is recognised in profit or loss on the straight-line method over the useful lives of each part Depreciation is recognised in prom of loss on are neversiation rates used for the current and comparative periods are as follows:

	ડાંઠા
Computer equipment
Furniture, fixtures and office equipment
Leasehold improvements

Depreciation methods, useful lives and residual values are reassessed at each reporting date and adjusted, if appropriate.

Where the carrying amount of an asset is greater than its estimated recoverable amount, the asset is written down immediately to its recoverable amount.

Expenditure for repairs and maintenance of property, plant and equipment is closs of a cosseditive are Expenditure for repars and matured of propory, punt ations and other subsequent expendity in excess of included in the carrying amount of the asset when it is probable that fittere economic benefits in excess of included in the carrying alloom of the asservnen as the existing asserville flow to the Group. Major the originally assossed standard of persons in personal life of the related asset.

An item of property, plant and equipment is derecognised or when no fature economic An item of property, plant and equipition is dores of the asset. Any gain or the difference hersten benetits are expected to arise from in continued use or any and as the difference between the of recrement of an nem of propecty propocty promotive in profit or loss.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

6. Material accounting policies (continued)

6.10 Financial instruments

6.10.1 Recognition and initial measurement

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument.

A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

6.10.2 Classification and subsequent measurement

6.10.2.1 Financial assets

On initial recognition, a financial asset is classified as measured at: amortised cost; Pair Value through Other Comprehensive income (FVOCI) debt investment; Fair Value through Other Comprehensive income (FVOCI) equity investment; or FVTPL.

Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:

it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:

it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investments fair value in OCI. This election is made on an investment-by-investment basis.

Cash and cash equivalents

Cash and cash equivalents comprise bank balances and petty cash.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

6. 6,10 Financial instruments (continued)

6.10.2 Classification and subsequent measurement (continued)

6.10.2.1 Financial assets (continued)

Financial assets - Business model assessment

The Group makes an assessment of the objective of the business model in which a financial asset is nedd The Group makes an assessment of the objects the way the business is managed and information is provided to management. The information considered includes:

the stated policies and objectives for the portion of those policies in practice. These include whether management's strategy focuses on earning contractual interest income, maintaining of any include whether mate profile, matching the duration of the financial assests to the duration of any particular interest Tate prome, mateming the Lasting cash flows through the sale of the assets;
how the performance of the portfolio is evaluated and reported to the Group's management;
the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;
how managers of the business are compensated e.g. whether compensation is based on the fair value now managed or the out the contractual cash flows collected; and
the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity.

Transfers of financial assets to third parties in transactions that do not qualify for derecention of the egents Transfers of Imancial assets to third partios an trainenene and continuing recognition of the assets.

Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.

Financial assets - Assessment whether contractual cash flows are solely payments of principal and interest

For the purposes of this assessment, 'principal' is defined as the fine financial asset on initial For the pirposes of this assessment, principal is consideration of money and for the credit risk recognition. Therest is demier as bothing during a particular period of time and for other basic associated will the principal andome of classisting costs), as well as a profit margin.

In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset that t contains a contractual term that could change the timing or amount of contractual cash flows such that it contains a contractities condition. In making this assessment, the Group considers:

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

6. Material accounting policies (continued)

6.10 Financial instruments (continued)

6.10.2 Classification and subsequent measurement (continued)

6.10.2.1 Financial assets (continued)

Financial assets - Assessment whether contractual cash flows are solely payments of principal and interest (continued)

contingent events that would change the amount or timing of cash flows;
terms that may adjust the contractual coupon rate, including variable-rate features;
prepayment and extension features; and
terms that limit the Company's claim to cash flows from specified assets (e.g. non-recourse features).

A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount substantially represents unpaid and interest on the principal amount outstanding, which may include reasonable additional compensation for early termination of the contract. Additionally, for a financial asset acquired at a discount or premium to its contractual par anount, a feature that permits or requires prepayment at an amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable additional compensation for early termination) is treated as consistent with this criterion if the fair value of the prepayment feature is insignificant at initial recognition.

Financial assets - Subsequent measurement and gains and losses:

Financial assets at FVTPL	These assets are subsequently measured at fair value. Net gains and losses, lincluding any interest or dividend income, are recognised in profit or loss.
Financial assets at amortised cost	These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.
Debt investments at FVOCI	These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognised in profit or loss. Other net gains and losses are recognised in OCL. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.
Equity investments at IFVOCI	[These assets are subsequently measured at fair value. Dividends are recognised las income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and are never reclassified to profit or loss.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

6. 6.10 Financial instruments (continued)

6.10.2.2 Financial liabilities - Classification, subsequent measurement and gains and losses

Financial liabilities are classified as measured at amortised cost or FVTP. A financial liability in Hindicial Thatines are Classified as held-for-trading, it is a deivative on it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently including any interest expensed in profit of interest method. Interest expense and foreign exchange measured at amortised cost using the ontchive meator meators merces on derecognition is also recognised in profit or loss.

The financial liabilities of the Company are measured as follows:

Borrowings (1)

Borrowings are recorded initially at the proceeds received, net of transaction of other Borrowings are subsequently stated at amortised cost. Any difference betwent the proceds of the Borrownigs are subscribinty sunce is antie is recognised in profit or loss over the period of the borrowings using the effective interest rate method.

Trade and other payables (ii)

Trade and other payables are initially recognised at fair value and are subsequently measured at amortised cost, using the effective interest rate method

6.10.3 Impairment

Financial instruments and contract assets

The Group recognises loss allowances for ECLs on:

financial assets measured at amortised cost;
contract assets.

The Group measures loss allowances at an amount equal to lifetime ECLs, except for the following, which are measured at 12-month ECLs:

debt securities that are determined to have low credit risk at the reporting date; and
other debt securities and bank balances for which credit risk of default occurring over the other debt securities and bank balances 161 which creased significantly since initial recognition.

Loss allowances for trade receivables and contract assets are always measured at an amount equal to lifetime ECLs.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

6. Material accounting policies (continued)

6.10 Financial instruments (continued)

6.10.3 Impairment (continued)

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group's historical experience and informed credit assessment and including forward-looking information.

The Group assumes that the credit risk on a financial asset has increased significantly if there is no payment on account for more than 30 days.

The Group considers a financial asset to be in default when:

the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realising security (if any is held); or
no payment on account was made within 90 days.

The Group considers a debt security to have low credit risk when its credit risk rating is equivalent to the globally understood definition of 'investment grade'. The Group considers this to be Baa3 or higher per Moody's ratings.

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.

12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.

Measurement of ECLs

ECLs are a probability-weighted estimate of credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset.

Credit-impaired financial assets

At each reporting date, the Group assesses whether financial at amortised cost and debt securities at FVOCI are credit-impaired. A financial asset is 'credit-impaired' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

6. 6.10 Financial instruments (continued)

6.10.3 Impairment (continued)

Credit-impaired financial assets (continued)

Evidence that a financial asset is credit-impaired includes the following observable data:

significant financial difficulty of the borrower or issuer;
a breach of contract such as a default or being more than 90 days past due;
the restructuring of a loan or advance by the Group on terms that the Group would not consider otherwise;
it is probable that the borrower will enter bankruptcy or other financial reorganisation; or
the disappearance of an active market for a security because of financial difficulties.

· Presentation of allowance for ECL in the statement of financial position

Loss allowances for financial assets measured at amortised cost are deducted for the gross carrying Loss allowances for Imancial assess measured at uner more over as clarged to profit or loss and is recognised in OCI.

Write-off

The gross caurying amount of a financial asset is written off when the Croup has no reasonable expectations of recovering a financial asset in its entired. For corporate customers, expectations of recovering a madela assessment with respect to the timing and annount of writte-off based on the Group individually makes an assossment with toppers an significant recovery from whether there is a reasonable expectation of root of couped asilit be subject to enforcement
the amount written off. However, financial assets that are written off county and the alliount written on. Libered, finaliement for recovery of amounts due.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

6. Material accounting policies (continued)

6.11 Derecognition of financial assets and liabilities

Financial assets

The Group derecognises a financial asset (or, where applicable a part of a financial asset or part of a Group of similar financial assets) when:

the contractual rights to receive cash flows from the asset have expired;
· the Group retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a 'pass through' arrangement; or
· the Group transfers the rights to receive the contractual cash flows from the asset and either (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

Any interest in such derecognised financial assets that is created or retained by the Group is recognised as a separate asset or liability.

Financial liabilities

The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire.

The Group also derecognises a financial liability when it is replaced by another from the same lender on substantially different terms, or when the terms of the liability are substantially modified, and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value.

On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.

6.12 Leases

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in excliange for consideration.

6.12.1 As a lessee

At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of its relative stand-alone prices. However, for the leases of property, the Group has elected to separate non-lease components (common area maintenance, utility charges and cleaning), exclude them form the lease liability and expense them as they are incurred.

The Group recognises a right-of-use asset and a lease commencement date. The rightof-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

Material accounting policies (continued) 6.

6.12 Leases (continued)

6.12.1 As a lessee (continued)

The right-of-use asset is subsequently depreciated under the stuaght-line method firem the The right-of-use asset is subscribinty "dopromises the lease transers reflects that the Group commencement uale to the end of the loase term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case, the right-of-use asset will be depreciated over the useful life will exercise a pirchase option. In that case, in the same basis as throperty and equipment. In of the underlying asset, which is decidined on the basis case of any and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease on, if the reappor he commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be commencement aate, the Group's incremental borrowing rate, Generally, the Group uses its incremental borrowing rate as the discount rate.

The Group determines its incremental borrowing rate by obtaining interest nates from various external The Group determines its increments to reflect the terms of the lease and type of the asset leased.

Lease payments included in the measurement of the lease liability comprise the following:

· Fixed payments, including in-substance fixed payments;
· Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

The lease liability is measured at amortised cost under the effective interest method. It is notes it there is a I he lease nability is measured at amounts arising from a change in andex or rate, if there is a when the Group's estimate of the amount expected to be payable under a residual value parantes, in change in the Group s estimate of the antenne inported by of the simmon or termination option or if there is a revised in-substance fixed lease payment.

When the lease liability is remeasured in this way, a corresponding adjustment is the right-of-When the lease liability is relited in this we'y, it corresponent of the carrying amount of the right-of-use asset has been reduced to nil.

The Group presents right-of-use assets that do not meet the definition of investment property and lease liabilities in the statement of financial position.

Short-term leases and leases of low-value assets

The Group has elected not to recognize right-of-isse assets and lease of low-value assets and short-term leases, including IT equipment. The Groupments the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

6.11.2 As a lessor

At inception or on modification of a contract that contains a lease component, the Group allocatives aread aloca wires At inception or on modification of a company with basis of their relative stand-alone prices.

When the Group acts as a lessor, it determines at lease inception whether each lease or an operating lease.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

6. Material accounting policies (continued)

6.12 Leases (continued)

6.11.2 As a lessor (continued)

To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to the ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the economic life of the asset.

When the Group is an intermediate lessor, it accounts for its interest in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short term lease to which the Group applies the exemption described above, then it classifies the sub-lease as an operating lease.

If an arrangement contains lease and non-lease components, then the Group applies IFRS 15 to allocate the consideration in the contract.

The Group applies the derecognition and impairments in IFRS 9 to the net investment in the lease, if the sub-lease is not an operating lease.

The Group recognizes lease payments received under operating leases as income on a straight-line basis over the lease term as part of "Revenue from sub-lease".

6.13 Offsetting financial instruments

Financial assets and financial liabilities are offset and the net amount reported in the consolidated statement of financial position when, and only when, the Group has a currently enforceable legal right to offset the recognised amounts and it intends to settle them on a net basis, or to realise the asset and settle the liability simultaneously. This is not generally the case with master netting agreements, and the related assets and liabilities are presented gross in the consolidated statement of financial position.

6.14 Impairment of non-financial assets

Assets (other than biological assets, investment property, inventories and deferred tax, assets) that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to depreciation or amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

6. 6.14 Impairment of non-financial assets (continued)

For impairment testing, assets are grouped together into the smallest group of assets that generates aash For impaliment testing, assets are grouped to get informed of other asses or oash or assus or assus or asles or flows from continuing use that are largedy indiving is allected to cash-generating units or generating innis. Goodwill artsing from a beliefit from the synergies of the combination.

The recoverable amount of an asset or cash-generating unit is value in use and its fairs The recoverable anount of an asset of casi-gonomics and flows, discounted to their value less costs to sen. Value in use is based on the established assessments of the time value of present value abing pro ific to the asset or cash-generating unit.

An impairment loss is recognised if the carrying amount of an asset or cash-generating unit exceeds its recoverable amount.

Impairment losses are recognised in profit or loss. They are allocated first to reduce the corving amounts of the Imparment losses are recognised in profit of toss. They are areasted also as a secures arrounts of the of any assets in the cash-generating unit on a pro rata basis.

For other assets, an impairment loss is reversed only to the extent that the assets carrying amount does For other assets, an impartment loss is revelsed only to the more of depreciation or amortization, if no impairment loss had been recognised.

6,15 Share capital

Ordinary shares and Class B shares are classified as equity.

6.16 Comparatives

Where necessary, comparative figures have been adjusted to conform to changes in presentation in the current year.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

7. Revenue

A. Revenue streams

The Group generates revenue primarily from its two distinct platforms licensed to corporate customers (financial services providers intermediaries). Userex platform is a technological management platform and infrastructure that enables integration of campaign management, human resource management, complete VolP communication suite, quality monitoring assurance, payment platform and customer engagement suite, with revenue predominantly tied to new users (defined as First time depositors "FTDs"). Meanwhile, Xcite platform serves as a trading platform which is provided through web and mobile app, with revenue generated based on active user engagement. Revenue is generated from related and third parties. Other sources of revenue include income from sub-lease (see note 20B),

		10000
	€	ਵ
Revenue from contract with customers - license fees (see note 22(ii)) Revenue from sub-lease	26.412,345 38.505	8.055.836
	ንድ ለፍስ ይለስ	8 055 226

B. Disaggregation of revenue from contracts with customers

The revenue from contracts with customers can only be disaggregated by service line. The two service lines are the two distinct platforms, Userex and Xcite.

2024	Userex	Xcite	Total
	€	ਵ	്
Revenue from contract with customers - license fees	19.855.420	6.556.925	26.412.345
2023	Userex	Xcite	Total
	€	e	ತ
Revenue from contract with customers - license fees	7.175.920	879.916	8.055.836

The timing of revenue recognition is considered to be at a point in time for both service lines.

ರ Geographical segments

	Userex		Xeite		Total
	2024	2023	2024	2023	2024	2023
	e	e	ಲ	ਵ	€	e
Cyprus			121.250	15.750	121.250	15.750
Mauritius	9.880.360	4.508.890	3.006.324 407.050		12.886.684	4.915.940
Greece	1.947.000		1.174.887 242.525		3.121.887	242.525
Vanuatu	2.387.400	1.103.880	556.290		2.943.690	1.103.880
South Africa	546.000	39.150		140.490 (95.826)	686.490	(56.676)
Seychelles	4.599.660	1.524.000	1.473.669 310.417		6.073.329	1.834.417
Malta	495.000		84.015		579.015
Revenue from contract with customers -
license fees	19.855.420	7.175.920			6.556.925 879.916 26.412.345 8.055.836

วการ

מחילות המועד המועד המועד המועד המועד המועד המועד המועד המועד המועד המונה למשמעות המועד המונה למשמעות המועד המונה למשמעות המועד המונה המועד המונה המועד המונה המונה המו

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

Revenue (continued) 7.

D. Contract balances

The following table provides information about receivables from contracts with customers:

	Note	2024 ਵ	2023 e
Receivables, which are included in "trade and other receivables" - gross Contract asset	16 16	16.996.150	4_884.742 2.788.753

During the year ended 31 December 2024, the Group managed to add 2 additional customers to its During the year ended 31 December 2021, and Stephens as of 31 December 2024 was 10.

The contract asset relates to the Group's right to consideration for services already provided bit not billed The contract asset relates to the Group s ugli to oconnect charge to the contract asset at the at the reporting date for the use of planomis. There was all appears.
amount of €98.666 in 2023. As of 31 December 2024, the Group billed all of its customers.

E. Major clients

The Group generated revenue from 3 external customers, with each oustomer individually contributing The Group generated revenue. The revenue amounts generated from these customers are more than 10% to the total Group revenue. The revenue and interest of these revenues comes from the usage of Userex platform.

The total revenue generated from control entities amounts to 63.67.255 (2023: 61.6) and The total revenue generated from common control entitles and one of this revenue comes from the usage of Userex platform.

F. Performance obligations and revenue recognition policies

Revenue is measured based on number of FTDs and number of active users. The consideration fee per Revenue is theasured based on minuel of TTDs and manibul of each of is fixed for each customer.
FTDs and per active user is specified in contracts with customers and it is fi

The following table provides information about the national provinses and the velated revenue The following table provides information about the nature and the related revenue recognition policies.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

7. Revenue (continued)

Type of service	Nature timing and of performance satisfaction of obligations, including significant payment terms	Revenue recognition under IFRS 15
License of Userex platform.	satisfies Group The its obligation performance by granting access to its customers Userex management use to as well as making platform available the platform to their end-users, for the agreed scope of services. Invoices are issued on a monthly basis and are usually settled in several payments. Discounts selectively are provided and purely are discretionary at the discretion of management.	Revenue is recognized when a successfully registered end-user of the customer has qualified as FTD into the management platform. The revenue is recorded net of discounts.
of License Xcite trading platform (web and mobile versions).	The Group satisfies its performance obligation by granting access to its customers to use Xcite trading platform as well as making available the trading platform to their end- users traders, for the agreed scope of services. Invoices are issued on a monthly basis and are usually settled in several payments. selectively Discounts are provided and purely are discretionary at the discretion of management.	Revenue is recognized when a user end trader is considered active. An "active user" is any successfully registered end-user trader of the customer that has performed an interaction on the trading platform, i.e made a deposit, has opened and/or closed one or more positions and/or maintains an ореп position within the trading platform, during a calendar month. The revenue is recorded net of discounts.

· · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · ·

-- i

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

Other income 8.

		2024 €	2023 e
Dividend income from equity investment at fair value through other
comprehensive income			4.500
Liabilities written-off			50.371
Sundry operating income		7.702
		7.702	54.871

Expenses by nature 0.		2024	2023
	Note	€	€
	10	5.916.894	1.730.144
Staff costs		27.000	20.000
Independent auditors' remuneration - current year Independent auditors' remuneration - prior year		37.600
	14,15	530.994	108.225
Depreciation and amortisation		370.353	60.818
Other professional fees		34.584	14.852
Occupancy expenses		418.710	157.004
Other expenses		2.585.019	518.966
Software and IT expenses		34.549	7.721
Research and development Expenses relating to VoIP and platforms		2.727.546	625,300

Total technology and software and administrative expenses		12.683.249	3.243.030

Staff costs 10.		2024	2023
	Note	€	e
		5.397.211	1.560.421
Salaries Social insurance and other contributions		514.183	160.723
Director fees	22(i)	5.500	9.000
Total staff costs	9	5.916.894	1.730.144
The average number of employed by the Group during the year 2024 was 123 (2023: 120).

Net finance costs 11.	2024 6	2023 ਦੇ
Finance income - unwinding of discount (see note 17) Net foreign exchange transaction losses Interest expense on lease liability Bank charges	3.507 (16.509) (35.768) (63.069)	(10.976) (723) (15.856)
Net finance costs	(111.839)	(27.555)

ـــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

Taxation

	2024	2023
	€	e
Corporation tax - current year	357.142	69.132
Corporation tax - prior year	136.386
Overseas tax	32.543	40.513
Deferred tax charge / (credit)	2.495	(7.106)
Charge for the year	528.566	102.539
Reconciliation of tax based on the taxable income and tax based on accounting profits:
	2024	2023
	€	€

Accounting profit before tax	12.576.062	4.569.091
Tax calculated at the applicable tax rates	1.572.008	571.136
Tax effect of expenses not deductible for tax purposes	266.224	51.077
Tax effect of allowances and income not subject to tax	(1.461.185)	(519.676)
10% additional tax	12.638	7.108
Deferred tax charge / (credit)	2.495	(7.106)
Prior year tax	136.386
Tax as per statement of profit or loss and other comprehensive income -
charge	528.566	102.539
E C C 000 / 10 00/	1007

The nominal corporation tax rate for 2024 in Cyprus was 12,5% and in Bulgaria 10%.

Under certain conditions interest income may be subject to defence contribution at the rate of 30%. In such cases this interest will be exempt from corporation tax. In certain cases, dividends received from abroad may be subject to defence contribution at the rate of 17%.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

13. Property, plant and equipment

2024	Computer	Furniture,	Leasehold	Total
	Hardware	fixtures and	improvements
		office
		equipment
	e	€	€	€
Cost
Balance at 1 January	821.833	183.709	33.228	1.038.770
Additions	124.994	1.482		126.476
Reclassification to other category	182.509	(182.509)
Balance at 31 December	1.129.336	2.682	33.228	1.165.246

Depreciation	527.847	60.212	18.276	606.335
Balance at 1 January	341.377	285	4.985	346.647
Charge for the year	24.969	(59.565)	4.596
Reclassification to other category	924.193	932	27.857	952.982
Balance at 31 December
Carrying amounts			14.952	432.435
Balance at 31 December 2023	293.986	123.497		212.264
Balance at 31 December 2024	205.143	1.750	5.371
			Leasehold	Total
2023	Computer	Furniture, fixtures and	improvements
	Hardware	office
		equipment
	€	€	€	€

Cost
Balance at 1 January
Additions through transfer of subsidiary	818.836	148.024	33.228	1.000.088
(Note 15)	2.997	35.685		38.682
Additions	821.833	183.709	33.228	1.038.770
Balance at 31 December
Depreciation
Balance at 1 January
Additions through transfer of subsidiary				514 650
(Note 15)	445.119	52.501	17.030
Charge for the year	82,728	7.711	1.246	91.685
Balance at 31 December	527,847	60.212	18.276	606,335

Carrying amounts Balance at 31 December 2022
Balance at 31 December 2023	293.986	123.497	14.952	432.435

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

14. Right-of-use assets

2024	Offices	Parking lots	Total
	€	€	€
Cost
Balance at 1 January	307.586		307 586
Additions	912.525	145.934	1.058.459
Balance at 31 December	1.220.111	145.934	1.366.045
Depreciation
Balance at 1 January	283.698		283.698
Depreciation for the year	163.691	19.458	183.149
Balance at 31 December	447.389	19.458	466.847
Carrying amounts
Balance at 31 December 2023	23.888		23.888
Balance at 31 December 2024	772.722	126.476	899.198
2023			Offices
			ਦੇ
Cost
Balance at 1 January
Additions through transfer of subsidiary (Note 15)			307.586
Balance at 31 December			307.586
Depreciation
Balance at 1 January
Additions through transfer of subsidiary (Note 15)			267 486
Depreciation for the year			16.212
Balance at 31 December			283.698
Carrying amounts
Balance at 31 December 2022
Balance at 31 December 2023			23.888

During the year, the Group's branch in Bulgaria, leased an entire building floor of 1343 sq.m to house the Branch's operations. It has also leased 46 parking lots, which are physically distinct and thus accounted for separately. Both of the leased items are leased for a period of 5 years. More information can be found in note 20. The right-of-use asset for the newly leased premise has been adjusted to reflect the finance costs of the deposit paid by the Group (see note 17).

Other right-of-use assets consists of the office where the subsidiary company is operating in Nicosia, Cyprus.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

Transfer of the subsidiary 15.

On 30 September 2023, the Company obtained the 99,9% of the shares and voting interests in Tiebreak On 30 September 2023, the Colligation in 27, 76 Company's interest in Tiebreak Solutions
Solutions Ltd as part of restructuring process. As a result, the Company's interest i Solutions Ltd as part of rostracting probeers. In e control of Tiebreak Solutions Ltd.

The acquisition did not meet the definition of business combination, as it was considered a common control transaction as part of a restructuring. The Company accounted for the 100% of Tiebreak Solutions Ltd under the book value method, see policy 6.1. The cost of the acquisition was Treoreak Bonutloms Did the subsidiary as at the date of the transfer.

For the three months ended 31 December 2023, Tiebreak Solutions Ltd contributed nevenue ond net profit for the For the time "hided" 51" Decombine " 262-" "Ascale Group" stotal revenue and net profit for the only €8.055.836 and profit of €4.466.52, which are checked on the creap a lobre of the only subsidiary of the Group.

Consideration A.

The Company issued 49.950.000 ordinary class B shares to the seller (UBO) of €15 each, in exchange of The Company Issued 49,90.000 orunal y class D shares to the smount of the shouts of the sharte capital in 99,9% of the shares of Tierreak Southous Lit. Any offect of restructuring, and it was recognized in Restructuring reserve.

Assets obtained and liabilities assumed B.

The following table summarizes the recognized amounts of assets obtained and liabilities assumed at the date of acquisition,

Aller AT HAA PERFERENTAL	Note	30 September 2023
		e
	। ਤੇ	485.438
Property, plant and equipment	14	40.100
Right of use assets		1.529
Intangible assets		101.069
Taxes refundable		2.770.288
Other receivables		3.204.670
Trade receivables		79.630
Prepayments		580.832
Cash and cash equivalents		(79.246)
Lease liabilities	20
Trade and other payables		(981,080)
Tax liability		(239.130)
Total identifiable net assets obtained		5.964.100

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

16. Trade and other receivables

	2024 ਵ	2023 e
Trade receivables (see note 23)	16.996.150	4.884.742
Less provision for expected credit losses on trade receivables and
contract assets	(1.358.523)	(271.031)
Contract asset		2:788.753
Other receivables	890	427
Refundable VAT	236-942	181-594
	15 875 459	7 584 485

The fair values of trade and other receivables due within one year approximate to their carrying amounts as presented above.

The exposure of the Group to credit risk and impairment losses in relation to trade and other receivables is reported in note 23 to the financial statements.

In April 2025, the tax authorities offset the Group's refundable VAT with its corporation tax liabilities in the amount of €196.002.

In April 2025, a significant customer of the Group made a lump sum payment of €5 million.

17. Deposits and prepayments

	2024	2023
	ਵ	ಲ
Long term deposit	106.170
Prepaid IT expenses	133.960	204.834
Other prepaid expenses		2.626
	240.130	207.460

Prepaid IT expenses relate to various firewall and server licenses costs which were prepaid.

Long term deposit relates to the lease deposit paid by the Group, in entering into an agreement for the leasing of building floor and parking lots in Bulgaria. The deposit will be settled by the lease term (5 years) and it was measured at fair value. The unwinding of discount has been recognized in profit or loss statement, whereas the difference between the deposit's fair value and nominal value (fiuance cost) has been capitalized to the right-of-use asset.

Cash and cash equivalents 18.

Cash balances are analysed as follows:

	2024	2023
	ਵ	ਵ
Cash at bank	2.144.641	3.570.047
Cash in hand	5,062	ર 306
	2.149.703	3.575.353

The exposure of the Group to credit risk and impairment losses in relation to cash and cash equivalents is reported in note 23 to the financial statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

Capital and reserves 19.	2024 Number of	2024	2023 Number of	2023
	shares	e	shares	€
Authorised Ordinary shares of €15 each Class B shares of €15 each	1.740	26.100 200.000.000 3.000.000.000 200.000.000	1 740	26.100 3.000.000.000
		200.001.740_3.000.026.100_200.001.740_3.000.026.100
Issued and fully paid Ordinary shares Balance at 1 January Issue of shares	127	1 005	100 27	1.500 405
Balance at 31 December	127	1.905	127	1.905
Class "B" shares Balance at 1 January Issue of shares	50.000.000	750.000.135	20.000 49.950.000	750.135 749.250.000
Balance at 31 December	50.000.009	750.000.135	50.000.009	750.000.135
Total at 31 December		50.000.136 750.002.040	50,000.136 -	750,002.040

A. Ordinary shares

Holders of these shares are entitled to one vote per share at general meetings of the Company, without dividend rights.

B. Class B shares

Holders of these shares are entitled to dividends as declared from time to time, but they do not have Holders of these shares are entitled to dividence as accessful from the organisation of the 25" of July 2023 .

Issue of ordinary and class B shares

On the 18th of January 2023, the Board of Directors resolved to issue 18 and 9 ordinary shares of €15 On the 18- of January 2023, the Dotal of 2022, and Admori Ltd respectively, at a nominal value.

On the 30th of September 2023, the Board of Directors, resolved to issue and allot 49.950.000 class Box the On the 30" of September 2025, the Donny's Ultimate Beneficial Owner, in exchange for the shares of the remaining 99,9% of Tiebreak Solutions Ltd by the Company.

The total number of Class B shares that are traded in the Cyprus Stock Exchange - Emerging Markets, as a The total intimber of Class D Shares with a nominal value of €15 each.
of 31 December 2023 is 50.000.009 shares with a nominal value of €15 each.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

19. Capital and reserves (continued)

Nature of reserves

Capital contribution reserve

Relates to non-reciprocal cash contribution made by the shareholders holding ordinary shares.

Restructuring reserve

On 30 September 2023 the Company issued Class B shares in the amount of e749.250.000 towards Mr. Perl in exchange of Mr. Perl's 99,99% participation in the share capital of Tiebreak Solutions Ltd. This transaction was recognized in the statements of changes in equity in "Restructuring reserve" as effect of restructuring. The transaction was accounted for under the book value method in these consolidated financial statements as it was a common control transaction.

Management elected to account for investment in subsidiaries in accordance with IFRS 9 in its separate financial statements, where the fair value of subsidiary was determined based on external valuation report being €750.000.000 as of 31 December 2023. For more details, as to how the fair value of the investment was determined, refer to the separate financial statements of the parent Company.

Lease liabilities 20.

A. Leases as lessee

					2024	2023
					€	€
Balance at 1 January					61.010
Additions through acquisition of subsidiary						79.246
Additions					1.026.946
Repayments					(191.098)	(18.745)
Interest					35.768	509
Balance at 31 December					932.626	61.010
		2024			2023
	Minimum	Interest	Principal	Minimum	Interest	Principal
	lease			lease
	payments			payments
	€	5	€	€	€	€
Within one year	252.272	43.517	208.755	43.900	1.251	42.649
Between one and five
years	789.631	65.760	723.871	18.500	139	18.361
Present value of finance
lease liabilities	1.041.903	109.277	932.626	62.400	1.390	61.010

All lease obligations are denominated in Euro. The nominal interest rate used is 5.5% p.a.

The fair values of lease obligations approximate to their carrying amounts as presented above.

As of year-end, lease liabilities relate to the leased office in Nicosia, Cyprus used by Tiebreak Solutions Ltd and the leased offices and parking lots of the branch in Sofia, Bulgaria.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

Lease liabilities (continued) 20.
--------------------------------------

Leases as lessee (continued) A.

Amounts recognized in profit or loss

	2024 ਵ	2023 e
Interest on lease liabilities	35.768	રાજે
Amounts recognized in statement of cash flows
	2024 ਵ	2023 ಲ್ಲ
Total cash outflow for leases	191.098	18.745

Leases as lessor B.

The Group subleases out part of its leased office in Bulgaria. Attersels areason's areas into consideration, the sub-lease was classified as operating lease from a lessor's perspective of the arget In addition consideration, the sitt-lease was classified as operating tease and of the asset. In addition, not transfer substantially an of the lessee either during or at the end of the lease term, there is not purchase option specified in the contract, the underlying asset is not specialized and either party can
ment option specified in the contract, the underlying asset is not spe purchase option specificant in the Consists, ifrent penalty, providing a one month's notice,

Revenue from sublease recognized by the Group during 2024 was €38.595, see note 7.

Trade and other navables

• ﻟـــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ	2024	2023
TIRUC AND ANY AND THE PERSON	€	ಲ
Trade payables Payables due to owner (note 22 (iv)) Provision for unused leaves Accrued bonuses Social insurance and other taxes Accrued expenses Other payables Dividends payable	300-518 95.061 180.156 100.740 33.942 19.337 729.754	441 626 95.061 205.104 166.481 53.098 41.688 16.585 2.900.000 3.919.643

The provision for unused leaves relates to the unused vacation leaves that employees working for the Bulgarian branch are entitled to, based on the Bulgarian Law.

The fair values of trade and other payables due within one year approximate to their carrying amounts as presented above.

The exposure of the Group to liquidity risk in relation to trade and other payables is reported in note 23 to the financial statements.

On the 14th of December 2023, the Board of the parent Company, declared interim dividends On the 14" of December 2023, the Dolders of Class B shares. The total amount of dividends
in the amount of €0.058 per share, to the holders of Class B shares. The fotal amoun In the anount of 06.056 per batends have been fully settled in January 2024.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

22. Related party transactions

The parent Company's majority shareholder is Mr. Perl, not a Cyprus tax resident, who owns 95% of the Company's ordinary shares and 94% Class B shares.

The transactions and balances with related parties are as follows:

(i) Key management personnel compensation (Note 10)

	2024	2022
	ਵ	e
Directors' fees	5.500	9.000
Directors' remuneration	138.747	36.503
	144.247	45.503

The above fees relate to compensation of the board of directors members, who are also part of management.

(ii) Revenue from related parties (Note 7)

		4024	2013
		€	്
Name	Relationship
Naxex Invest Ltd	Under common control entity	61.250	1.119.630
FXGM South Africa (PTY) Ltd	Under common control entity	686.490	(57.987)
Outlook Securities Limited	Under common control entity	43.435	631.175
Naxex Ltd	Under common control entity	2.896.080
		3.687.255	1.692.818

The revenue from FXGM South Africa (PTY) Ltd in 2023 is negative, as a credit note was issued for revenue generated in 2022.

The agreed consideration for the services provided to Outlook Securities Limited is below market terms.

2024 ਵ Name Relationship	2023

	ਵ

11.900 Under common control entity Naxex Invest Ltd	12.495
1.934.790 Under common control entity Naxex Ltd	66.665
203.790 FXGM South Africa (PTY) Ltd Under common control entity	130.500
Under common control entity Outlook Securities Limited	4.810
2.150.480	214.470

The amount of impairment charge recognized for trade receivables from related parties amounts to €24.912 (2023: €9.706). The loss allowance provision for trade receivables from related parties is €34.618 (2023: €9.706).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

22. Related party transactions (continued)

(iv) Payable due to owner (Note 21)

Name Izhak Perl	Nature of transactions Financing	ਹੈਣ 061	95.061

The payable to owner is interest-free and has no specific repayment date.

(v) Other transactions with owners

During the year 2023 the Company issued Class B shares in the anount of 6749.250.000 towards MI: During the year 2025 the Company Issued Class & Marco 1.td. This transaction was recognized in the statements of changes in equity in "Restructuring reserve" as effect of restructuring.

During 2024, the Group paid the amount of €5.400.000 as dividends to shareholders.

(vi) Capital contribution

The Ultimate owners contribute the amount of €86.474 to cover expenses of the Company in 2023. This amount was recognized in Capital contribution reserve.

23. Financial risk factors

The Group is exposed to the following risks from its use of financial instruments:

Credit risk
Liquidity risk

The Board of Directors has the overall responsibility for the establishment and oversight of the Group's risk management framework.

The Group's risk management policies are established to identify and analyses the risks faced by the Group, to set appropriate risk limits and controls, and monitor risks and adversections and in Group, to set appropriate fisk interest and regularly to reflect changes in market conditions and in the Group's activities.

A. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

credit risk (see note A(i));
liquidity risk (see note A(ii));
Credit risk (i)

Credit risk arises when a failure by counter parties to discharge their obligations could realises in amount Of fiture cash inflows from financial assets on hand at the reporting date. The Group has significant of thire cash MITOws Hom manufact assoc of having 80% of its revenue generated from to successor (unrelated). The Group has policies in place to ensure that provision of services is made to customers (infrelated). The Group has poliois in place to the ageing profile of its receivables.

2023

2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

23. Financial instruments - fair values and risk management (continued)

A. Financial risk management (continued)

(i) Credit risk (continued)

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:

	2024	2023
	e	e
Trade receivables	16.996.150	4.884.742
Contract asset		2.788.753
Other receivables	890	427
Cash at bank	2.144.641	3.570.047
	19.141.681	11.243.969

Trade receivables and contract assets

The loss allowance for all of the Group's customers are calculated as the amount of 12-month expected credit losses.

Impairment losses on financial assets and contract assets recognized in profit or loss were as follows:

	2024	2023

Impairment loss on trade receivables and contract assets arising
from contracts with customers	1.087.492	271.031

Information on expected credit losses assumptions can also be found in note 6.12.3.

The Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry in which customers operate. The Group does not have any formal credit policies in place regarding credit period, as its customers can easily being monitored and monthly payments on account are made. All of the customers of the Group have been transacting with the Group for a long period of time (more than 3 years), except in the case of the newly acquired customers. The Group does not require collateral for trade and other receivables and their credit risk has not been increased significantly since initial recognition.

Expected credit loss assessment for corporate customers as at 1 January and 31 December 2024 The Group's clientele comprises a small number of corporate customers which can be analyzed on a customer-by-customer basis.

In the absence of historical credit loss experience, the Group uses elements of future economic conditions, to estimate fixed loss rates. The loss rate is estimated by determining the probability of default of each customer, by considering settlement patterns and each customers' specific circumstances. The loss given default is taken by Moody's credit rating agency, and it relates to the average recovery rate by industry. The Group also takes into account forward looking information happened after the year end. The average calculated provision rate for all of the customers increased to 7% (2023: 3,54%), as there was an increase in revenue and receivable balances, Moreover, all of the Group's customers operate in high-risk jurisdictions and industries. As at 31 December 2024, the carrying amount of the loss allowance of the Group's most significant customer was €1.246.896.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

23. Financial instruments - fair values and risk management (continued)

A. Financial risk management (continued)

Credit risk (continued) (i)

Cash and cash equivalents

The table below shows an analysis of the Group's bank accounts by the credit rating of the bank in which they are held:

	2024	2023
Bank group based on credit ratings by Moody's Rating Agency	ਵ	e
Ba83	1.568.268
Unrated	576.373	3.570.047
	2.144.641	3.570.047

Inpairment on cash and cash equivalents has not been measured as all of the Group's bank balances relate to current accounts and was insignificant to be recorded.

Liquidity risk (ü)

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation.

The following are the contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include contractual interest payments and exclude the impact of netting agreements.

31 December 2024	Carrying amounts	cash flows	Contractual 3 months or	Between less 3-12 months	Between 1-5 years	More than 5 years
Non-derivative	e	e	e	e	ਵ	ਵ
financial liabilities
Trade payables	300.518	300.518		300.518
Other payables	19.337	19.337		19.337
Lease liabilities	932.626	1.041.903	69.543	182.729	789.631
Accrued expenses	33.942	33.942		33.942
Payable to owner	95.061	95.061		05.061
Social insurance and
other taxes	100.740	100.740	100.740
Current tax liabilities	669.099	669.099		669.099
	2.151.323	2.260.600	170.283	1.300.686	789.631

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

23. A. Financial risk management (continued)

(ii) Liquidity risk (continued)

31 December 2023	Carrying amounts	Contractual 3 months or cash flows		Between less 3-12 months	Between 1-5 years	More than S years
Non-derivative	ਦੇ	€	C	ਵ	ਵ	ਵ
financial liabilities
Trade payables	441.626	441.626		441.626
Other payables	16-585	16:585		16.585
Accrued bonuses	166.481	166.481	166.481
Lease liabilities	61.010	62.539		43.900	18.639
Accrued expenses	41.688	41.688		41.688
Payable to owner	95.061	95.061		95.061
Social insurance and
other taxes	53.098	53-098	53.098
Dividends payable	2.900.000	2.900.000		2.900.000
Current tax liabilities	335.481	335.481		335.481
	4.111.030	4-112.559	219.579	3.874.341	18.639

Capital management

The Group's objectives in managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for owners and to maintain an optimal structure to reduce the cost of capital.

24. Fair values

The fair values of the Company's financial assets and liabilities approximate their carrying anounts at the reporting date.

25. Contingent liabilities

The Group had no contingent liabilities as at 31 December 2024.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

26. Earnings per share

The calculation of basic and weighted average earnings per share has been based on the profits for the year attributable to the Class B shareholders.

Class "B" shares	Number of shares
Share issued as at 1 January 2024 Shares issued as at 31 December 2024	50.000.009 50.000.009
Weighted average number of shares in 2024	50.000.009
Profit for the year ended 31/12/2024 (€)	12.047.496
Basic and fully diluted earnings per share for the year ended 31/12/2024 (cent)	0,24
Weighted average earnings per share for the year ended 31/12/2024 (cent)	0,24

Class "B" shares	Number of shares
Share issued as at 1 January 2023 New issue of shares as at 30/09/2023	50.009 49.950.000
Shares issued as at 31 December 2023	50.000.009
Weighted average number of shares in 2023	12.537.509
Profit for the year ended 31/12/2023 (€)	4.466.552
Basic and fully diluted earnings per share for the year ended 31/12/2023 (cent)	0,09
Weighted average earnings per share for the year ended 31/12/2023 (cent)	0-36

27. Events after the reporting period

In April 2025, the Tax Authorities in Cyprus, offset the Group's refundable VAT with its corporate tax liabilities in the amount of €196.002.

In April 2025, a significant customer of the Group made a lump sum payment of €5 million.

There were no material events after the reporting period which require adjustment or disclosure.

On 28 April 2025 the Board of Directors of Enteca Plc approved and authorized these consolidated financial statements.

REPORT AND FINANCIAL STATEMENTS

For the year ended 31 December 2024

. ▪ ▪ ·

REPORT AND FINANCIAL STATEMENTS

For the year ended 31 December 2024

	rage
Officers and Professional Advisors	【
Declaration of the members of the board of directors and the company's officials responsible for the preparation of the financial statements	2
Management Report	3 - 5
Independent Auditors' report	6 - 9
Statement of financial position	10
Statement of profit or loss and other comprehensive income	11
Statement of changes in equity	12
Statement of cash flows	13
Notes to the financial statements	14 - 37

: :

. . ..

OFFICERS AND PROFESSIONAL ADVISORS

Board of Directors	Eleni Charalambous Georgios Koufaris
Secretary	Themis Secretarial Services Limited Kyriakou Matsi, 16 Eagle House, Floor 10, 1082 Nicosia, Cyprus
Independent Auditors	KPMG Limited Certified Public Accountants and Registered Auditors P.O.Box 40075 6300 Larnaca Cyprus
Registered Office	Charalampou Mouskou, 14 Artemisia Business Centre, 1st floor, Flat/Office 102 Strovolos, 2014 Nicosia, Cyprus
Registration number	HE434391

. –

.. .. - -

DECLARATION OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE COMPANY'S OFFICIALS RESPONSIBLE FOR THE PREPARATION OF THE CONSOLUDATED FINANCIAL STATEMENTS

In accordance with Article 9 sections (3c) and (7) of the Transparency Requirements (Traded Securities in Regulated Markets) Law 2007 (N 190(I)/2007) ("the Law") we, the members of the Board of Directors and the Company officials responsible for the financial statements of Enteca Plc (the "Company") for the year ended 31 December 2024, on the basis of our knowledge, declare that:

(a) The annual financial statements of the Company which are presented on pages 10 to 32:

(i) have been prepared in accordance with the applicable International Financial Reporting Standards as adopted by the European Union and the provisions of Article 9, section (4) of the law, and

(i) provide a true and fair view of the particulars of assets and liabilities, the financial position and profit or loss of the Company and

(b) The management report provides a fair view of the developments and the performance as well as the financial position of the Company, together with a description of the main risks and uncertainties which they face.

Members of the Board of Directors:

Georgios Koufaris - Director

Eleni Charalambous - Director

Responsible for drafting the financial statements

Eleni Charalambous - Director

Nicosia, 28 April 2025

MANAGEMENT REPORT

The Board of Directors of Enteca Plc (the "Company") presents to the members its Annual Report together with the audited financial statements of the Company for the year ended 31 December 2024.

INCORPORATION

Enteca Plc (the "Company") is domiciled in Cyprus. The Company was registered on 17 May 2022 as a private limited liability company under the Cyprus Companies Law, Cap. 113.

CHANGE OF COMPANY STATUS

On 10 January 2023, the Company changed its status from private limited liability company to public limited liability company and its name from Enteca Limited to Enteca Plc.

On the 25 July 2023 the Company listed its Class B Shares to the Emerging Market of the Cyprus Stock Exchange. The listing price per share was set at €15 per share.

PRINCIPAL ACTIVITY AND NATURE OF OPERATIONS OF THE COMPANY

The principal activity of the Company is the holding of investments.

On 30 September 2023 the Company obtained the control of Tiebreak Solutions Ltd for the amount of €749.250.000 from the ultimate beneficial owner of the Company.

FINANCIAL RESULTS

The Company's financial results for the year ended 31 December 2024 are set out on page 11 to the financial statements. The net profit for the year attributable to the owners of the Company amounted to €10.884.082 (2023: €3.056.577).

EXAMINATION OF THE DEVELOPMENT, POSITION AND PERFORMANCE OF THE ACTIVITIES OF THE COMPANY

The current financial position as presented in the financial statements is considered satisfactory.

DIVIDENDS

On 11 October 2024 the Board of Directors of the Company, in General Meeting, declared the payment of Of IT Occober 2024 the Dound of Directors en and Coan) to the holders of Class B shares. The dividends were paid on 25 October 2024.

MAIN RISKS AND UNCERTAINTIES

The main risks and uncertainties faced by the Company and the steps taken to manage these risks, are described in note 19 to the financial statements.

FUTURE DEVELOPMENTS

The Board of Directors does not expect major changes in the principal activities of the Company in the foreseeable future.

MANAGEMENT REPORT (continued)

SHARE CAPITAL

Authorised capital

The authorised share capital of the Company is 1.740 ordinary shares of €15 each and 200.000 Class B shares of €15 each.

Issued capital

On the 30th of September 2023, the Company issued and allotted 49.950.000 Class B shares of nominal value €15 each to Mr. Izhak Perl in exchange for the contribution to the Company of 999 shares of Mr. Perl in Tiebreak Solutions Ltd.

On the 25 July 2023 the Company listed its Class B Shares to the Einerging Market of the Cyprus Stock Exchange. The listing price per share was set at €15 per share.

As at 31 December 2024 the issued and fully paid share capital of the Company consists of 127 ordinary shares of €15 each and 50.000.009 Class B shares of €15 each.

PARTICIPATION OF DIRECTORS IN THE COMPANY'S SHARE CAPITAL

The percentage of share capital of the Company held directly by each member of the Board of Directors (in accordance with Article (4) (b) of the Directive DI 190-2007-04), as at 31 December 2024 and 23 April 2025 (5 days before the date of approval of the financial statements by the Board of Directors) were as follows:

	31 December 2024 23 April 2025
	Class B shares
Eleni Charalambous
Georgios Koufaris

SHAREHOLDERS HOLDING MORE THAN 5% OF SHARE CAPITAL

The persons holding more than 5% of the share capital as of 31 December 2024 and 23 April 2025 (5 days before the date of approval of the financial statements by the Board of Divectors) were as follows:

	31 December 2024		23 April 2025
	0/0	0/0	Ordinary shares Class B shares Ordinary shares Class B shares /o	Vo
Izhak Perl	વેરે	ਰੇ ਹ	વેરે	94

BRANCHES

During the year ended 31 December 2024 the Company did not operate any branches.

MANAGEMENT REPORT (continued)

BOARD OF DIRECTORS

The members of the Company's Board of Directors as at 31 December 2024 and at the date of this report are presented on page 1. All of them were members of the Board of Directors throughout the year ended 31 December 2024.

In accordance with the Company's Articles of Association all directors presently members of the Board continue in office.

There were no significant changes in the assignment of responsibilities and remuseration of the Board of Directors.

EVENTS AFTER THE REPORTING PERIOD

Any significant events that occurred after the end of the reporting period are described in note 22 to the financial statements.

RELATED PARTY TRANSACTIONS

Disclosed in note 18 to the financial statements.

INDEPENDENT AUDITORS

The independent auditors of the Company, KPMG Limited, have expressed their willingness to continue in office. A resolution giving authority to the Board of Directors to fix their remuneration will be submitted at the forthcoming Annual General Meeting.

By order of the Board of Directors,

eni Charalambous Director

Nicosia, 28 April 2025

KPMG Limited Chartered Accountants Millenium Lion House 1 G. Aradippioti Street, 6016 Larnaca, Cyprus P.O. Box 40075, 6300 Larnaca, Cyprus T: +357 24 200000, F: +357 24 200200

INDEPENDENT AUDITORS' REPORT

TO THE MEMBERS OF

ENTECA PLC

Report on the audit of the financial statements

Opinion

We have audited the separate financial statements of the parent company Enteca Plc (the "Company"), which are presented on pages 10 to 32 and comprise the statement of financial position as at 31 December 2024, and the statements of profit or loss and other comprehensive income, changes in equity and cash flows for the year then ended, and notes to the separate financial statements, including material accounting policy information.

In our opinion, the accompanying separate financial statements give a true and fair view of the financial position of the Company as at 31 December 2024, and of its financial performance and its cash flows for the year then ended in accordance with IFRS Accounting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113 (the "Companies Law, Cap. 113").

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing ("ISAs"). Our responsibilities under those standards are further described in the "Auditor's Responsibilities for the Audit of the Separate Financial Statements" section of our report. We are independent of the Company in accordance with the International Code of Ethics (including International Independence Standards) for Professional Accountants of the International Ethics Standards Board for Accountants' ("IESBA Code") together with the ethical requirements that are relevant to our audit of the separate financial statements in Cyprus, and we fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

РО. Вох 21121. 1502 T; +357 22 209000
F: +357 22 678200

P.O.Box 50161, 3601 アイコ257 25 069000
T: +357 25 063042 aralimni / Ayla Naj

P.O. Box 33200, 5311

T: +357 23 820080 +367 23 820084

Limassol

Pønhos PO Box 80288, 8101 | --357 28 943050
T: +357 28 943050
F: +357 26 943082

Polls Chrysochous P.O. Box 06014, 0330 T: +357 26 322098
F: +357 26 322722

KPMG Limilad, a private company limited by shares, ragistered in Cyprus under registration number HE 132822 with Its registered office at 14, Esperidon Street, 1087, Nicosia, Cyprus,

KEME

TO THE MEMBERS OF

ENTECA PLC

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the "Basis for opinion" section, we have determined the matters described below to be the key audit matters to be communicated in our report.

Valuation of investment in subsidiary - FVOCI - €750,000.000
Refer to note 12 of the financial statements.
The key audit matter	How the matter was addressed in our audit
	The investment in subsidiary is measured in Our audit procedures over the valuation of
	accordance with IFRS 9 and designated at fair investment in subsidiary-FVTOCI included among
value through other comprehensive income. It is others:
	classified as Leyel 3 fair value, and it is measured · · The assessment of the appropriateness of
using valuation technique with the use off	the methodology and discount rate used by
unobservable inputs that have a significant impact	management's specialist with the
on the valuation.	involvement of our internal valuation
	experts.
Due to the material balance of the investment in	For unobservable inputs used for the
subsidiary, the significant judgement and	valuation of the investment, through the
assumptions required by management, including	involvement of our internal valuation
selection and determination of unobservable.	experts, we obtained an understanding of
inputs, we considered this to be a key audit	management's methodology for the
matter.	selection of inputs such as discount rate,
	terminal value exit multiple, etc. and
	the reasonableness assessed and
	of such inputs appropriateness by
	recalculating inputs' values based on our
	methodologies.
	The evaluation of any assumptions
	included in the model and the performance
	of sensitivity analysis.
	The engagement of internal valuation
	experts to perform independent valuation
	testing and to develop an independent
	expectation of the fair value.
	evaluating the adequacy of the financial
	disclosures, statements' including
	disclosures and key assumptions and
	judgments.

TO THE MEMBERS OF

ENTECA PLC

Other information

The Board of Directors is responsible for the other information. The other information comprises the management report, but does not include the financial statements and our auditors' report thereon.

Our opinion on the separate financial statements does not cover information and we do not express any form of assurance conclusion thereon, except as required by the Companies Law, Cap. 113.

In connection with our audit of the separate financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the separate financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

With regards to the Management Report, our report is presented in the "Report on Other Legal Requirements" section.

Responsibilities of the Board of Directors for the Separate Financial Statements

The Board of Directors is responsible for the preparation of the separate financial statements that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the European Union and the requirements of the Companies Law, Cap. 113, and for such internal control as the Board of Directors determines is necessary to enable the preparation of the separate financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the separate financial statements, the Board of Directors is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless there is an intention to liquidate the Company or to cease operations, or there is no realistic alternative but to do so.

The Board of Directors is responsible for overseeing the Company's financial reporting process.

Auditors' responsibilities for the audit of the Separate Financial Statements

Our objectives are to obtain reasonable assurance about whether the separate financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these separate financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

· Identify and assess the risks of material misstatement of the separate financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error. as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

TO THE MEMBERS OF

ENTECA PLC

Auditors' responsibilities for the audit of the Separate Financial Statements (continued)

Bvaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.

Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to accounting and, based on the assn. Pricentes, whiles, while 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 ouditor's report to the related disclosures in the separate financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the separate financial statements, including the disclosures, and whether the separate financial statements represent the underlying transactions and events in a manner that achieves a true and fair view.

We communicate with the Board of Directors regarding, among other matters, the planned scope and we confiniteato with the Dour of Indings, including any significant deficiencies in internal control that we identify during our audit.

Report on other legal requirements

Report on other regar requirements of the Auditors Law of 2017 ("Law L.53(I)/2017"), and based on the work undertaken in the course of our audit, we report the following:

In our opinion, the Management Report, the preparation of which is the responsibility of the Board of Directors, has been prepared in accordance with the requirements of the Companies Law, Cap. 113, and the information given is consistent with the financial statements.

In light of the knowledge and understanding of the business and the Company's environment obtained in the course of the audit, we have not identified material misstatements in the Management Report.

Other Matters

This report, including the opinion, has been prepared for and only for the Company's members as a body in accordance with Section 69 of Law L.53(I)/2017 and for no other purpose. We do not, in giving this m asoordance with bossibility for any other purpose or to any other person to whose knowledge this report may come to.

We have reported separately on the consolidated financial statements of the Company and its subsidiary for the year ended 31 December 2024.

The engagement partner on the audit resulting in this independent auditors' report is George P. Savva.

George P. Savva, FCA Certified Public Accountant and Registered Auditor for and on behalf of

KPMG Limited Certified Public Accountants and Registered Auditors P.O.Box 40075 6300 Larnaca Cyprus 28 April 2025

STATEMENT OF FINANCIAL POSITION

As at 31 December 2024

		2024	2023
	Note	ਵ	e
Assets
Investment in subsidiary	12	750.000.000	750.000.000
Total non-current assets		750.000.000	750.000.000
Receivables from related parties	13	7.992.326	। ୧32
Cash and cash equivalents	14	676.874	3.158.892
Total current assets		8.669.200	3.160.527
Total assets		758,669,200 753.160,527
Equity
Share capital		750.002.040	750.002.040
Capital contribution reserve		86.474	86.474
Retained earnings		8.538.357	154.275
Total equity	16	758.626.871	750.242.789
Liabilities
Other payables and accruals	17	42.329	17.738
Dividends payable	11		2.900.000
Total current liabilities		42.329	2.917.738
Total equity and liabilities		758.669.200	753,160.527

On 28 April 2025 the Board of Directors of Enteca Plc approved and authorized these financial statements for issue.

Poliza Eleni Charalambous

Director

Georgio Koufaris Director

The notes on pages 14 to 32 are an integral part of these financial statements.

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the year ended 31 December 2024

	Note	2024 €	2023 e
Dividend income	7	11.100.000	3.104.500
Administrative expenses Operating profit	8	(212.832) 10.887.168	(46.433) 3.058.067
Finance costs - total Profit for the year	10	(3.086) 10.884.082	(1.490) 3.056.577
Other comprehensive income
Total comprehensive income for the year		10.884.082 3.056.57

The notes on pages 14 to 32 are an integral part of these financial statements.

For the year ended	STATEMENT OF CHANGES IN EQU 31	December 2024
Balance at 01 January 2023	Note	Share capital e 751.635	Э Capital contribution	reserve Retamed earnings ﻟﻠ (2.302)	ਵੇ Total 749.333
Total comprehensive income for the year Profit for the year				3.056.577	3.056.577
Transactions with owners of the Company Contributions and distributions Issue of share capital - class B Balance at 31 December 2023 Contribution from owners Issue of share capital Dividends	ો ર ો ભ	405 749.250.000 750.002.040	.474 86.474 ૪૯	2.900.000) 54 275	405 749.250.000 789 (2,900.000) 86.474 750.242
Balance at 01 January 2024		750.002.040	86.474	154.275	750.242.789
Total comprehensive income for the year Profit for the year				10.884.082	10.884.082
Transactions with owners of the Company Contributions and distributions Balance at 31 December 2024 Dividends		.040 750.002	86.474	538.357 500-000) 8 2	(2.500.000) 758.626.871
cefecce contribuion on belalf of the shares dividerd distibution at a rate of 17% (applicable since 2014) when the entitle the end of the relevant tax year, will be deemed to has anount as divided on the 3.st of December of the second year. The mount of the descreet dividend distribution is reduced by any attacky distributed by 31 December of the year the year the year the profits refer. The Company special sharebolders are natural persons tax resident of Cyprus. In addition, the Company pays a General Health System (GFS) continuion Companies, which do not distribute 70% of their profits after	tax, as defined by the Special Contribution for the Defence of the Republic Law, within two vears after

The notes on pages 14 to 32 are an integral part of these financial statements.

.......

on belalf of the shareholders at a rate of 2.65%, when the entitled shareholders are natural tax residents of their domicile.

ENTECA PLC

STATEMENT OF CASH FLOWS

For the year ended 31 December 2024

	Note	2024 e	2023 C
Profit for the year		10.884.082	3.056.577
Adjustments for:
Dividend income	7	(11.100.000)	(3.104.500)
		(215.918)	(47.923)
Changes in:
Receivables from related parties		9.309
Other payables and accruals		24.591	ರಿ 952
Cash used in operations		(182.018)	(37,971)
Dividends received		3.100.000	3.110.000
Net cash generated from operating activities		2.917.982	3.072.029
Cash flows from financing activities
Contributions from owners			86.878
Dividends paid		(5.400.000)
Net cash (used in) / generated from financing activities		(5.400.000)	86.878
Net (decrease) / increase in cash and cash equivalents		(2,482.018)	3.158.907
Cash and cash equivalents at beginning of the year		3.158.892	(12)
Cash and cash equivalents at end of the year	14	676.874	3.158.892

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

1. Reporting entity

Enteca Plc (the "Company") is domiciled in Cyprus. The Company was incorporated in Cyprus on 17 May 2022 as a private limited liability company under the Cyprus Companies Law, Cap. 113. Its registered office is at Charalampou Mouskou, 14, Artemisia Business Centre, 1st floor, Flat/Office 102, Strovolos, 2014, Nicosia, Cyprus.

The principal activity of the Company is the holding of investments.

On 25 July 2023 the Company listed its class B shares on the Emerging Companies Market of the Cyprus Stock Exchange. The Company's shares are traded under the code "NTK" with an ISIN number CY0200620710.

Change of Company status

On 10 January 2023, the Company changed its status from private limited liability company to public limited liability company and its name from Enteca Limited to Enteca Plc.

2. Basis of accounting

2.1 Statement of compliance

The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law, Cap. 113.

The Company has also prepared consolidated financial statements in accordance with IFRSs for the Company and its subsidiary (the "Group"). The consolidated financial statements can be obtained from Charalampou Mouskou, 14, Artemisia Business Centre, 1st floor, FLat/Office 102, Strovolos, 2014, Nicosia, Cyprus.

Users of these parent's separate financial statements should read them together with the Group's consolidated financial statements as at and for the year ended 31 December 2024 in order to obtain a proper understanding of the financial position, the financial performance and the cash flows of the Company and the Group.

2.2 Basis of measurement

The financial statements have been prepared under the historical cost convention, except in the case of investment in subsidiary, which is measured at its fair value (Note 12).

Functional and presentation currency 3.

The financial statements are presented in Euro (€) which is both the functional and presentation currency of the Company.

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

4.

As from 1 January 2024, the Company adopted all changes to International Financial Reporting Standards As adopted by the European Union ("IFRS - EU"), which are relevant to its operations. This adoption did not have a material effect on the financial statements of the Company.

The following new or amended Accounting Standards and Interpretations have been issued by the International Accounting Standards Board (IASB) but are not yet effective for annual periods beginning on 1 January 2024. Those which may be relevant to the Company are set out below. The Company does not plan to adopt these new or amended Accounting Standards and Interpretations early.

(i) New or amended Accounting Standards and interpretations adopted by the EU

· IAS 21 The Effects of Changes in Foreign Exchange Rates (Amendments): Lack of Exchangeability (effective for annual periods beginning on or after 1 January 2025).

(ii) Standards and Interpretations not adopted by the EU

· IFRS 18 Presentation and Disclosure in Financial Statements (effective for annual periods beginning on or after 1 January 2027).
· IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures (Amendments): Classification and Measurement of Financial Instruments (effective for annual periods beginning on or after 1 January 2026).
· Annual Improvements to IFRS Accounting Standards Volume 11 (effective for annual periods beginning on or after 1 January 2026).

Use of estimates and judgements ട്.

In preparing these financial statements, management has made judgements, estimates and assumptions In preparang these intentions, management accounting policies and the reported amounts of assets, liabilities, income and expenses. The estimates and underlying assumptions are based on historical experience and various other factors that are deemed to be reasonable based on knowledge available at that time. Actual results may deviate from such estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are The ostinates and theoring assemipatie period during which the estimate is revised, if the estimate 1600gms.cd prospectives - that by in the period of the revision and fitture periods, if the revision affects the present as well as future periods.

5.1

Information about assumptions and estimation uncertainties at the reporting date that have a significant niformation adjustment and communer to the carrying amounts of assets and liabilities in the next financial year is included in the following notes:

· Notes 12 "Fair value measurement of investment in subsidiary" - determine the fair value of investment in subsidiary on the basis of significant unobservable inputs.

Measurement of fair values 5.2

A number of the Company's accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

5. Use of estimates and judgements (continued)

5.2 Measurement of fair values (continued)

The Company has an established control framework with respect to the measurement of fair values. This includes a valuation team that has overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values, and reports directly to the Managing director.

The valuation team regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the valuation team assesses the evidence obtained from the third parties to support the conclusion that such valuations meet the requirements of IFRSs, including the level in the fair value hierarchy in which such valuations should be classified.

When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible.

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

· Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities.

· Level 2 - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

· Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

Further information about the assumptions made in measuring fair values is included in notes:

Note 12 - Investment in subsidiary

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

6. Material accounting policies

The following accounting policies have been applied consistently for all the years presented in these financial statements, except if mentioned otherwise.

6.1 Subsidiaries

Subsidiaries are entities controlled by the Company. Control exists where the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

Investment in subsidiary is accounted under the provisions of IFRS 9, which was determined as an investment in equity instruments designated at FVOCI (see also note 6.5).

6.2 Revenue recognition

Performance obligations and revenue recognition policies

Dividend income

Dividend income is recognised in profit or loss on the date on which the Company's right to receive payment is established.

6.3 Finance costs

Finance expenses include bank charges. Bank charges are recognised in profit or loss in the period which incurred.

6.4 Dividends

Dividends distributions to the Company's shareholders are recognised in the Company's financial statements in the year in which they are approved.

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

6. Material accounting policies (continued)

6.5 Financial instruments

6.5,1 Recognition and initial measurement

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

6.5.2 Classification and subsequent measurement

6.5.2.1 Financial assets

On initial recognition, a financial asset is classified as measured at: amortised cost; Fair Value through Other Comprehensive income (FVOCI) debt investment; Fair Value through Other Comprehensive income (FVOCI) equity investment; or FVTPL,

Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model,

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:

it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:

it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investments fair value in OCI. This election is made on an investment-by-investment basis.

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

6. Material accounting policies (continued)

6.5 Financial instruments (continued)

6.5.2 Classification and subsequent measurement (continued)

6.5.2.1 Financial assets (continued)

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable Cash and outh oquiralia comprise of the Company's cash management are included as a component of of cash and cash equivalents for the purpose only of the statement of cash flows.

Financial assets - Business model assessment

The Company makes an assessment of the objective of the business model in which a financial asset is The Company mintes an assessment of at at reflects the way the business is managed and information is provided to management. The information considered includes:

the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management's strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration manning a partioutar morest the promo, materially and flows through the sale of the assets;

how the performance of the portfolio is evaluated and reported to the Company's management;
the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;
how managers of the business are compensated - e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and
the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity.

Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not I ransidered sales for this purpose, consistent with the Company's continuing recognition of the assets.

Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.

Financial assets - Assessment whether contractual cash flows are solely payments of principal and interest

For the purposes of this assessment, 'principal' is defined as the fair value of the financial asset on initial recognition. Interest is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin.

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

6. Material accounting policies (continued)

6.5 Financial instruments (continued)

6.5.2 Classification and subsequent measurement (continued)

6.5.2.1 Financial assets (continued)

In assessing whether the contractual cash flows are solely payments of principal and interest, the Company considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Company considers:

contingent events that would change the amount or timing of cash flows;
terms that may adjust the contractual coupon rate, including variable-rate features;
prepayment and extension features; and
terms that limit the Company's claim to cash flows from specified assets (e.g. non-recourse features).

A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable additional compensation for early termination of the contract. Additionally, for a financial asset acquired at a discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable additional compensation for early termination) is treated as consistent with this criterion if the fair value of the prepayment feature is insignificant at initial recognition.

Financial assets at FVTPL	These assets are subsequently measured at fair value. Net gains and losses, lincluding any interest or dividend income, are recognised in profit or loss.
Financial assets at amortised cost	These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreigu exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.
Debt investments at FVOCI	These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognised in profit or loss. Other net gains and losses are recognised in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.
Equity investments at FVOCI	These assets are subsequently measured at fair value. Dividends are recognised as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and are never reclassified to profit or loss.

				Financial assets - Subsequent measurement and gains and losses:
--	--	--	--	-----------------------------------------------------------------	--	--	--	--

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

6. 6.5 Financial instruments (continued)

6.5.2.2 Financial liabilities - Classification, subsequent measurement and gains and losses

Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is Finalicial Tiabilities are Chisation as Modelo-for-trading, it is a denvative or it is designing and Jorga initial recognition. Financial liabilities at FVTPL are measured at fair value and noses, and losses, and lossess, and lossesses and lossess including any interest expense, are recognised in profit or loss. Other financial liabilities are shokequency measured at amortised cost using the effective interest method. Interest expanse and foreign exchange measured at allorised cost using the oriestion interest in derecognition is also recognition is also recognised in profit or loss.

The financial liabilities of the Company are measured as follows:

Other payables and accruals (i)

Other payables and accruals are initially recognised at fair value and are subsequently measured at amortised cost, using the effective interest rate method.

6.6 Derecognition of financial assets and liabilities

Financial assets

The Company derecognises a financial asset (or, where applicable a part of a financial asset or part of a Company of similar financial assets) when:

the contractual rights to receive cash flows from the asset have expired;

· the Company retains the right to receive cash flows from the asset, but has assumed an obligation . . . . . the Company reading the reserved delay to a third party under a 'pass through' arrangement; or

the Company transfers the rights to receive the contractual cash flows from the assets well either (a) · une Company transfers the risks and rewards of the asset, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

Any interest in such derecognised financial assets that is created or retained by the Company is recognised as a separate asset or liability.

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

6. Material accounting policies (continued)

6.6 Derecognition of financial assets and liabilities (continued)

Financial liabilities

The Company derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire.

The Company also derecognises a financial liability when it is replaced by another from the same lender on substantially different terms, or when the terms of the liability are substantially modified, and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value.

6.7 Offsetting financial instruments

Financial assets and financial liabilities are offset and the net amount reported in the statement of financial position when, and only when, the Company has a currently enforceable legal right to offset the recognised amounts and it intends to settle them on a net basis, or to realise the asset and settle the liability simultaneously. This is not generally the case with master netting agreements, and the related assets and liabilities are presented gross in the statement of financial position.

6.8 Share capital

Ordinary and Class B shares are classified as equity.

6.9 Comparatives

Where necessary, comparative figures have been adjusted to conform to changes in presentation in the current year.

Dividend Income 7.

	2024 l	2023 e
Dividend income	11.100.000	3.104.500

On 26 June 2024, 13 September 2024 and 18 December 2024 the Company's subsidiary declared interim dividends to the parent Company, in the amounts of €500.000 and €8.000.000 respectively. Part of the dividends declared by the subsidiary on 18 December 2024, in the total amount of e6.350.000, liave been received in March and April 2025.

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

8.	Administrative expenses	2024 €	2023 ਵ
	Staff costs (Note 9)	23.127	8.329
	Independent auditors' remuneration - current year	11.000	11.190
	Independent auditors' remuneration - prior year	37.600
	Directors' fees	5,500	9.000
	Consulting and professional fees	95.188	2.083
	Cyprus Stock Exchange fees	31.889	15.808
	Insurance	8.432	23
	Other administrative expenses	હેર્દ
		212.832	46.433

9.	Staff costs	2024	2023
		€	e
	Salaries	21.652	7.528
	Social insurance contributions	1.475	801
	Total staff costs	23.127	8.329

	The number of employed by the Company during the year 2024 was 1 (2023: 1),
10.	Finance costs		2023
		2024 €	e
		3,086	1.490
	Sundry finance expenses
11.	Dividends	2024	2023
		€	e
	Interim dividends declared	2,500,000	2.900.000

On 11 October 2024 the Board of the Company, in General Metal Meeting, declared the payment On IT Occober 2024 the Boate of Directors of the Ocapary, in Collection - 1000
of an interim dividend in the amount of €0.05 per Class B share, total of €2.500.000 (2023: €2.

There are no dividends payable as of year-end, as the dividends declared during the year were fully settled on 25 October 2024.

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

Investment in subsidiary 12.
	2024	2023
	ਵ	e
Balance at 1 January	750.000.000	750.000
Additions during the year		- 749.250.000
Delouse of 21 Decombou

Balance at 31 December

750,000,000_750,000.000

On 17 October 2022, the Company acquired 0,1% ownership in Tiebreak Solutions Ltd, a Cyprus company and classified the investment at fair value through other comprehensive income. On 30 September 2023, the Company obtained 99,9% of the shares and voting interests in Tiebreak Solutions Ltd as part of restructuring process. As a result, the Company's interest in Tiebreak Solutions Ltd increased from 0,1% to 100%, granting it control of Tiebreak Solutions Ltd and thus recognized as an investment in subsidiary measured at FVOCI.

The Company issued 49.950.000 ordinary class B shares to the seller (UBO) of €15 each, in exchange of 99,9% of the shares of Tiebreak Solutions Ltd.

The detail of the subsidiary is as follows:

Name	Country of incorporation	Principal activity	Holding 0/0	2024 ਵ
Tiebreak Solutions Ltd Cyprus		Licensing of proprietary software platforms to corporate customers	100	750.000.000

Investment in subsidiary designated at FVOCI

The Company elected to account for the investment in subsidiary in accordance with IFRS 9 and measure it at FVOCI at initial recognition based on its business model. The Company intends to hold the investment for strategic - long term purposes.

As of 31 December 2024 and 31 December 2023, the fair value measurement for the equity instruments in Tiebreak Solutions Ltd have been categorized in Level 3 of the fair value hierarchy table, based on the inputs used in the valuation technique (see Note 5). The following table shows the valuation techniques used in measuring the fair value as of 31 December 2024 and 31 December 2023, as well as the significant unobservable inputs used. There were no transfers between levels. There were not any fair value changes during the year. The equity instruments was performed by external valuators and the Company's management reviewed and accepted it.

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

12. Investment in subsidiary (continued)

Valuation technique and significant unobservable inputs

Financial instruments measured at fair value

Type		Valuation technique Significant unobservable inputs	Inter-relationship between significant unobservable inputs and fair value measurement
value through other income	Investment in Discounted cash flows subsidiary at fair approach with the contribution of Relative · Valuation approach (Exit comprehensive multiple) for Terminal value calculation	Risk-adjusted Discount rate (exit multiple) Expected EBITDA values	The estimated fair value would increase (decrease) if: · Terminal growth rate · · The risk-adjusted discount rate was lower (higher) · The exit multiple used was higher (lower) · The expected EBITDA values were higher (lower).

Assumptions used for the determination of significant unobservable inputs

2023

2024

Discount rate	16.64%	14.82%
	24.4x EV/TTM EBITDA 27.6x EV/TTM EBITDA
Terminal growth rate - Exit multiple	20.6%	19.2%
Revenue CAGR (average of next five years)	73%	70%
EBITDA margin (average of next five years)

The discount rate was an after-tax measure of the investment's WACC. More specifically, the calculation of WACC included the calculation of equity risk premium and levered betwirely of welcommend of WACC included the catchanon of orceific premium which is the significant unobservable input included in discount rate calculation. The company specific premium is trilized as a proxy that inplit included in discount fale catonation. The ocalpary operimated at 5% (4.5%). The discount rate was approximately the investment's cost of equity, as there is not any leverage (cost of debt).

Five years of cash flows were included in the discounted cash flow model. For the estimation of terminal value, a Relative Valuation approach was used where an Exit multiple has been determined. For the only of the valle, a Relative Vanador approad. The new assumed that the business is acquired at the end of the Extensive forecast period at a certain multiple of its operating profits. The Exit multiple was based on the Bixterprises, from the forecast period at a ceriall montple of its operating promotive and was derived from the observed multiples of 12 listed peers.

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

12. Investment in subsidiary (continued)

Valuation technique and significant unobservable imputs (continued)

Financial instruments measured at fair value (continued)

Assumptions used for the determination of significant unobservable inputs (continued)

The compound annual growth rate (CAGR) of revenue used, is in line with the CAGR of the global Marketing Technology market size which is projected to be growing at a CAGR of 18.41% until 2033. The revenue calculation assumes that there will be an annual increase of 15% (21.5%) and 11% (7.5%) in the number of First Time Deposits (FTDs) concerning Userex platform for the next year and for the remaining years of the forecasting period respectively. In addition, it is anticipated to be an increase of 11% (10.7%) in the number of active users in Xcite platform (yoy) including 2 additional setups per year.

The EBITDA margins are expected to grow from 52% in 2024 to 75% during the forecasting years. The EBITDA values are expected to grow from €13.775.392 in 2024 to €50.370.000 by the end of 2029. Management assumes that forecasting EBITDA margins will exceed 65% and will be in line with the historical margins recognized in the years 2020-2022. Operating expenses, including staff costs, which account for roughly 57% of total operating expenses, are assumed to be increased by 10% during 2025 and by 7.5% per annum for the remaining of the forecasted period. Other operating expenses are expected to grow by 7,5% in the first year and 5% per annum, in the remaining years of the forecasted period. The projected EBITDA margins are in line with the average historical levels.

Sensitivity Analysis

For the fair value of equity investment at FVOCI, reasonably possible changes at the reporting date to one of the significant unobservable inputs, holding other inputs constant, would have the following effects.

	OCL, net of tax
	Increase	Decrease
	€ 000	€2000
Risk-adjusted discount rate (2% movement)	(50 130)	54.951
EBITDA Margin (5% movement in EBITDA Margin)	49.779	(49.779)
Revenue (5% movement)	49.520	(49.520)
Exit multiple (26.9x EV/TTM EBITDA / 21.9x EV/TTM EBITDA)	62.610	(62.610)

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

Receivables from related parties 13.	2024 e	2023 ਵੰ
Dividends receivable from subsidiary (Note 18 (iii)) Owners' current accounts - debit balances (Note 18 (v))	7.990.691 1.635	1.635
	7.992.326	635

See note 7 for further information on dividends receivable from subsidiary.

The fair values receivables due within one year approximate to their carrying amounts as presented above.

The exposure of the Company to credit risk and impairment losses in relation to receivables is reported in note 19 to the financial statements.

Cash and cash equivalents 14.

Cash balances are analysed as follows:

PART OF PARTY PARTY POST POST OF COLLECT THE CONTRACT THE CONTRACT	2024 e	2023 a

Cash at bank

676.874 - 3.158.892

The exposure of the Company to credit risk and impairment losses in relation to cash and cash equivalents is reported in note 19 to the financial statements.

Capital management 15.

The Company's objectives in managing capital are to safeguard the Company's ability to continue as a The Concern in order to provide returns for owners and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to owners, return capital to owners or issue new shares.

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

16. Capital and reserves

	2024	2024	2023	2023
	Number of		Number of
	shares	€	shares	€
Authorised
Ordinary shares of €15 each	1.740	26.100	1 740	26.100
Class B shares of €15 each	200.000.000	3.000.000.000	200.000.000	3.000.000.000
		200.001.740 3.000.026.100 200.001.740 3.000.026.100
Issued and fully paid
Ordinary shares
Balance at 1 January	127	1.905	100	1.500
Issue of shares			27	વેળરે
Balance at 31 December	127	1 '805	127	1.905
Class "B" shares
Balance at 1 January	50.000.009	750.000.135	50.000	750.135
Issue of shares			49.950.000	749.250.000
Balance at 31 December	50.000.000	750.000.135	50.000.009	750.000.135
Total at 31 December	50.000.136		750.002.040_50.000.136	750,002,040

Authorised capital

The authorised share capital of the Company is 1.740 ordinary shares of €15 each and 200.000 Class B shares of €15 each.

Issued capital

On the 30th of September 2023, the Company issued and allotted 49.950.000 Class B slaares of nominal value €15 each to Mr. Perl in exchange for the contribution to the Company of 999 shares of Mr. Perl in Tiebreak Solutions Ltd.

On the 18th of January 2023, the Board of Directors decided to issue and allocate 18 and 9 ordinary shares of nominal value €15 each, to Get Management Limited and Admori Ltd respectively.

Ordinarv shares

Holders of these shares are entitled to one vote per share at general meetings of the Company, without dividend rights.

Class B shares

Holders of these shares are entitled to dividends as declared from time to time, but they do not have voting rights. These shares are traded in the Cyprus Stock Exchange - Emerging Markets since the 25th of July 2023.

Nature of reserves

Capital contribution reserve

Relates to non-reciprocal cash contribution made by the shareholders holding ordinary shares.

Fair value reserve

It comprises the cumulative net change in the fair value of the investment in subsidiary designated at FVOCI.

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

17, Other payables and accruals

	2024 ਵ	2023 e
Other payables Accruals Payables to own subsidiary (Note 18 (iv))	24.388 17.941 L	10.801 6.937
	42,329	17.738

The fair values of other payables and accruals due within one year approximate to their carrying amounts as presented above.

The exposure of the Company to liquidity risk in relation to other payables and accruals is reported in note 19 to the financial statements.

18. Related party transactions

The Company's majority shareholder is Mr. Perl who owns 95% of the Company's ordinary share capital and 94% of its Class B shares.

The transactions and balances with related parties are as follows:

(i) Directors' remuneration

The remuneration of Directors was as follows:

		2024 €	6063 e
Directors' fees		રે રેપે રેણવ	9.000
Directors' remuneration		23.127	8.329
		28.627	17,329
(ii) Dividend income (Note 7)
		2024 ಕ	2023 ಲ
Name Tiebreak Solutions Ltd	Nature of transactions Dividends	11.100.000	3.104.500
(iii) Receivables from subsidiary (Note 13)		2024 e	2023 e
Name Tiebreak Solutions Ltd	Nature of transactions Dividends	7.990.691

. -

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

18. Related party transactions (continued)

(iv) Payables to own subsidiary (Note 17)

		2024	2023
		ਵ	€
Name	Nature of transactions
Tiebreak Solutions Ltd	Finance		6.937
(v) Owners' current accounts - debit balances (Note 13)
		2024	2023
		e	e
Izhak Perl		1.635	1.635

The owners' current accounts are interest free, and liave no specified repayment date.

19. Financial risk factors

The Company is exposed to the following risks from its use of financial instruments:

Credit risk
Liquidity risk

The Board of Directors has the overall responsibility for the establishment and oversight of the Company's risk management framework.

The Company does not have a formal risk management policy program. The exposure to the above risk is monitored by the Board of Directors as part of its daily management of the business.

A. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

credit risk (see note A(i));
liquidity risk (see note A(ii));

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

19. Financial risk factors (continued)

Credit risk (i)

Credit risk arises when a failure by counter parties to discharge their obligations could reduce the amount of future cash inflows from financial assets on hand at the reporting date.

Cash and cash equivalents

The table below shows an analysis of the Company's bank accounts by the credit rating of the batk in which they are held:

Bank group based on credit ratings by Moody's Rating		2024 e	2023 ਵ
Agency Baa3 Unrated	No of banks	676.874	3.158.892
		676.874	3.158.892

In 2023, the Company's only current account was held with Alpha Bank Cyprus Limited, which at that In 2025, the Company & Only our 2024, Alpha Bank Cyprus Limited was rated by Moody's.

(üü) Liquidity risk

Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enlaaces profitability, but can also increase the risk of losses. The thinatiled position potentially of minimising such losses such as maintaining sufficient cash and other highly liquid current assets.

The following are the contractual maturities of financial liabilities at the reporting date. The amounts are The following are the ochracted material interest payments and exclude the impact of netting agreements.

31 December 2024	Carrying amounts €	Contractual 3 months or cash flows ਵ	Retween 3-12 months ਵ
Non-derivative financial liabilities
Other payables	24.388	24.388	24.388
Accruals	17.941	17.941	17.941
	42.329_	42.329	42.329

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

19. Financial instruments - fair values and risk management (continued)

Financial risk factors (continued)

(ii) Liquidity risk

31 December 2023	Carrying amounts €	Contractual 3 months or cash flows €	less e	Between 3-12 months e
Non-derivative financial liabilities
Dividends payable	2.900.000	2.900.000	2.900.000
Payables to own subsidiary	6.937	6.937		6.937
Accruals	10.000	10.000		10,000
		2.916.937_2.916.937_ 2.900.000		16.937

20. Fair values

The fair values of the Company's financial assets and liabilities approximate their carrying amounts at the reporting date.

21. Contingent liabilities

The Company had no contingent liabilities as at 31 December 2024.

22. Events after the reporting period

Part of the dividends declared by the subsidiary company on 18 December 2024, in the amount of €2.100.000 and €4.250.000, have been received in March and April 2025, respectively.

On 17th of January 2025, the Company's subsidiary approved the declaration of interim dividends, in the amount of €2.500.000 which was received by the Company on 21 January 2025.

There were no events after the reporting period which require adjustment or disclosure.

On 28 April 2025 the Board of Directors of Enteca Plc approved and authorized these financial statements for issue.

۱۳۱۰

AI Terminal

Frenco Plc

2509_10-k_2025-04-29_feaeb778-9301-4320-a6b7-10bc38a7a332.pdf

REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

REPORT AND FINANCIAL STATEMENTS

For the year ended 31 December 2024

CONTENTS

OFFICERS AND PROFESSIONAL ADVISORS

DECLARATION OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE COMPANY'S OFFICIALS RESPONSIBLE FOR THE PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED MANAGEMENT REPORT

INCORPORATION

PRINCIPAL ACTIVITY AND NATURE OF OPERATIONS OF THE GROUP

FINANCIAL RESULTS

EXAMINATION OF THE DEVELOPMENT, POSITION AND PERFORMANCE OF THE ACTIVITIES OF THE GROUP

REVENUE

DIVIDENDS

MAIN RISKS AND UNCERTAINTIES

CONSOLIDATED MANAGEMENT REPORT (continued)

FUTURE DEVELOPMENTS

CORPORATE GOVERNANCE

SHARE CAPITAL

PARTICIPATION OF DIRECTORS IN THE COMPANY'S SHARE CAPITAL

SHAREHOLDERS HOLDING MORE THAN 5% OF SHARE CAPITAL

CONSOLIDATED MANAGEMENT REPORT (continued)

BRANCHES

BOARD OF DIRECTORS

EVENTS AFTER THE REPORTING PERIOD

RELATED PARTY TRANSACTIONS

INDEPENDENT AUDITORS

INDEPENTDENT AUDITORS' REPORT

TO THE MEMBERS OF

ENTECA PLC

Report on the Audit of the Consolidated Financial Statements

Opinion

Basis for Opinion

TO THE MEMBERS OF

ENTECA PLC

Key audit matters

TO THE MEMBERS OF

ENTECA PLC

Other information

Responsibilities of the Board of Directors and Those Charged with Governance for the Consolidated Financial Statements

TO THE MEMBERS OF

ENTECA PLC

Auditors' responsibilities for the Audit of the Consolidated Financial Statements

TO THE MEMBERS OF

ENTECA PLC

Auditors' responsibilities for the Audit of the Consolidated Financial Statements (continued)

Report on other legal requirements

Other matter

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the year ended 31 December 2024

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 31 December 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

Reporting entity 1.

Change of Company status

Basis of accounting 2.

2.1 Statement of compliance

2.2 Basis of measurement

Functional and presentation currency 3.

Adoption of new and revised IFRSs and interpretations by the European Union (EU) 4.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

(i) New or amended Accounting Standards and interpretations adopted by the EU

(ii) New or amended Accounting Standards and interpretations not adopted by the EU

5. Use of estimates and judgements

5.1 Judgements

5.2 Assumptions and estimation uncertainties

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

5.

5.3 Measurement of fair values

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

6. Material accounting policies

6.1 Basis of consolidation

(a) Acquisition of subsidiaries - Common control transactions