AI Terminal
GTC - Globe Trade Centre S.A.
Quarterly Report • May 29, 2025
5627_rns_2025-05-29_97f973b6-cd36-444c-8f3f-992d9a02d9b0.pdf
Quarterly Report
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CONSOLIDATED QUARTERLY REPORT
OF GLOBE TRADE CENTRE S.A. CAPITAL GROUP FOR THE THREE-MONTH PERIOD ENDED
31 MARCH 2025
Place and date of publication: Warsaw, 29 May 2025
LIST OF CONTENTS:
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- Management Board's report on the activities of Globe Trade Centre S.A. Capital Group in the three-month period ended 31 March 2025
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- Unaudited interim condensed consolidated financial statements for the threemonth period ended 31 March 2025
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- Independent auditor's review report
MANAGEMENT BOARD'S REPORT
ON THE ACTIVITIES OF GLOBE TRADE CENTRE S.A. CAPITAL GROUP IN THE THREE-MONTH PERIOD ENDED 31 MARCH 2025
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
TABLE OF CONTENT
| 1. Introduction5 | |
|---|---|
| 1.1 General information about the Group5 | |
| 1.2 Main events in the period7 | |
| 1.3 Structure of the Group 8 | |
| 1.4 Changes to the principal rules of the management of the Company and the Group 9 | |
| 2. Selected financial data10 | |
| 3. Operating and financial review 11 | |
| 3.1 General factors affecting operating and financial results11 | |
| 3.2 Specific factors affecting financial and operating results 12 | |
| 3.3 Presentation of differences between achieved financial results and published forecasts 12 | |
| 3.4 Statement of financial position12 | |
| 3.5 Consolidated income statement 13 | |
| 3.6 Consolidated cash flow statement 14 | |
| 3.7 Future liquidity and capital resources15 | |
| 4. Information on loans granted with a particular emphasis on related entities 16 | |
| 5. Information on granted and received guarantees with a particular emphasis on guarantees granted | |
| to related entities 16 | |
| 6. Shareholders who, directly or indirectly, have substantial shareholding17 | |
| 7. Shares in GTC held by members of the management board and the supervisory board17 | |
| 8. Transactions with related parties concluded on terms other than market terms18 | |
| 9. Proceedings before a court or public authority involving Globe Trade Centre SA or its subsidiaries | |
| with total value of the liabilities or claims being material18 | |
| 10. Terms and abbreviations 19 |
PRESENTATION OF FINANCIAL INFORMATION
Unless indicated otherwise, the financial information presented in this Report was prepared according to International Financial Reporting Standards ("IFRS") as approved for use in the European Union.
All the financial data in this Report is presented in EUR or PLN and expressed in millions unless indicated otherwise.
Certain financial information in this Report was adjusted by rounding. As a result, certain numerical figures shown as totals in this Report may not be exact arithmetic aggregations of the figures that precede them.
PRESENTATION OF PROPERTY INFORMATION
The properties' valuation is based on the value that the Group presents in its consolidated financial statements. The occupancy rate given for each of the markets is as of 31 March 2025.
FORWARD-LOOKING STATEMENTS
This Report contains forward-looking statements relating to future expectations regarding the Group's business, financial condition, and results of operations. You can find these statements by looking for words such as "may", "will", "expect", "anticipate", "believe", "estimate", and similar words used in this Report. By their nature, forward-looking statements are subject to numerous assumptions, risks, and uncertainties. Accordingly, actual results may differ materially from those expressed or implied by forward-looking statements. The Group cautions you not to place undue reliance on such statements, which speak only as of this Report's date.
The cautionary statements set out above should be considered in connection with any subsequent written or oral forward-looking statements that the Group or persons acting on its behalf may issue. The Group does not undertake any obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this Report.
The Group discloses essential risk factors that could cause its actual results to differ materially from its expectations under Item 3. Operating and financial review and elsewhere in this report and under Item 16. Key risk factors in consolidated annual report for year 2024. These cautionary statements qualify all forward-looking statements attributable to us or the persons acting on behalf of the Group. When the Group indicates that an event, condition, or circumstance could or would have an adverse effect on the Group, it means to include effects upon its business, financial situation, and results of operations
1.Introduction
1.1 General information about the Group
GTC Group is an experienced, established, and fully integrated real estate group of companies operating its commercial real estate in the CEE and SEE region with a primary focus on Poland and Budapest and capital cities in the SEE region, including Bucharest, Belgrade, Zagreb, and Sofia, where it directly acquires, develops and manages primarily high-quality office and retail real estate assets in prime locations. Additionally, in 2024, GTC Group entered a German residential for rent sector where currently it owns a residential portfolio of nearly 5,200 residential units. The Company is listed on the Warsaw Stock Exchange and the Johannesburg Stock Exchange. The Group operates an asset management platform and is represented by local teams in each of its core markets.
As of 31 March 2025, the book value of the Group's total property portfolio including non-current financial assets was €2,885.0.
As of 31 March 2025, the book value of the Group's property portfolio was €2,733.4. The breakdown of the Group's property portfolio was as follows:
- 44 completed commercial buildings, including 38 office buildings and 6 retail properties with a total combined commercial space of approximately 727 thousand sqm of GLA, an occupancy rate at 86% and a book value of €1,935.7 which accounts for 71% of the Group's total property portfolio;
- 5,169 flats with a total combined residential space of approximately 325 thousand sqm, an occupancy rate at 85% and a book value of €452.4, which accounts for 16% of the Group's total property portfolio;
- five projects under construction with a total GLA of approximately 66 thousand sqm and a book value of €152.5, which accounts for 6% of the Group's total property portfolio;
- investment landbank intended for future development (including 1 land plot in Poland held for sale in the value of €6.9) with the book value of €110.0 which accounts for 4% of the Group's total property portfolio;
- residential landbank with book value of €34.9, which accounts for 1% of the Group's total property portfolio; and
- right of use of land under perpetual usufruct, including assets held for sale with value of € 48.0 (including €1.0 from residential landbank and €1.5 from assets held for sale) which accounts for 2% of the Group's total property portfolio.
Additionally, GTC holds non-current financial assets in the amount of €151.6 mainly including:
- 25% of notes issued to finance Kildare Innovation Campus (technology campus) project, which currently comprises nine completed buildings with the total GLA of approximately 102 thousand sqm (the project extends over 72 ha of which 34 ha are undeveloped). Fair value of these notes as of 31 March 2025 amounted to €120.9, which accounts for 4% of the Group's total property portfolio including non-current financial assets;
- 34% of units in Regional Multi Asset Fund Compartment 2 of Trigal Alternative Investment Fund GP S.á.r.l., which holds 4 completed commercial buildings including 3 office buildings and 1 retail property with a total combined commercial space of approximately 41 thousand sqm of GLA. The fair value of these units amounted to €16.5, which accounts for 1% of the Group's total property portfolio including non-current financial assets;
- 15% shares in the Hungarian public company NAP Nyrt a producer of solar panel energy with a total capacity of 57.6 MW (AC). The fair value of these shares amounted to €4.4, which accounts for less than 1% of the Group's total property portfolio including non-current financial assets.
- other non-current financial assets amounted to €9.8, including mainly Grid Parity Bond and ACP Fund.
1.2 Main events in the period
FINANCING
On 24 February 2025, GTC Galeria CTWA sp. z o. o., the Company's wholly-owned subsidiary, signed a prolongation of the existing facility with Erste Group Bank AG and Raiffeisenlandesbank Niederosterreich-Wien AG. Final repayment date was extended by 5 years from the signing date. Due to the requirements in the signed amendment Group deposited €44.0 cash in the blocked account for the purpose of buy-back of bonds issued by GTC Aurora Luxembourg.
TRANSACTIONS
In January 2025, the Group received €10.0 regarding the sale of GTC Seven Gardens d.o.o., a whollyowned subsidiary of the Company, which was finalized in December 2024.
On 17 January 2025, the Group finalized the sale of land plot in Warsaw (Wilanów district). The selling price under the agreement is €55.0 which was equal to value presented in assets held for sale as of 31 December 2024. Transaction was not concluded with any related party.
On 31 January 2025, the Group finalized the sale of the entire share capital of Serbian subsidiary Glamp d.o.o. Beograd (project GTC X) for €22.7 (net of cash and deposits in sold entity) which was close to the of assets held for sale deducted by the amount of liabilities related to those assets presented in the annual consolidated financial statements for 2024. Transaction was not concluded with any related party.
On 31 January 2025, GTC Origine Investments Pltd, a wholly-owned subsidiary of the Company signed a business quota swap agreement to purchase 100% of shares of Chino Invest Ingatlanhasznosító Kft and Infopark H Építési Terület Kft for exchange of shares in subsidiaries: GTC VRSMRT Projekt Kft (owner of the over 1,000 sqm landplot in Hungary) and GTC Trinity d.o.o. (owner of the over 13,900 sqm landplot in Croatia) and 3rd party bonds owned by GTC Origine Investments Pltd. The total fair value acquired assets amounts to €14.8 and is not materially different from total consideration of the transaction. The transaction required no cash settlement. The two acquired companies own over 6,800 sq m residential plots in Budapest, which provide opportunity for GTC to participate in the booming residential developments in Hungary. Transaction was not concluded with any related party.
On 31 March 2025, GTC Paula SARL. exercised an option against LFH Portfolio Acquico S.À R.L. and ZNL Investment S.À R.L. to purchase all of the shares held by LFH Portfolio Acquico S.À R.L. and ZNL Investment S.À R.L. in Kaiserslautern I GmbH & Co. KG, Kaiserslautern II GmbH & Co. KG, Portfolio Kaiserslautern III GmbH, Portfolio KL Betzenberg IV GmbH, Portfolio KL Betzenberg V GmbH, Portfolio Kaiserslautern VI GmbH, Portfolio Heidenheim I GmbH, Portfolio Kaiserslautern VII GmbH and Portfolio Helmstedt GmbH (the "Call Option"). Settlement of the Call Option has not yet occurred and is expected to occur in the second quarter of 2025.(more information below)
EVENTS THAT TOOK PLACE AFTER 31 MARCH 2025:
On 30 April 2025, a side agreement (the "Side Agreement") was concluded between GTC Paula SARL, L LFH Portfolio Acquico S.À R.L, ZNL Investment SARL, AcquiCo Heidenheim I GmbH, AcquiCo K'lautern III GmbH, AcquiCo KL Betzenberg IV GmbH, AcquiCo KL Betzenberg V GmbH, Portfolio K'lautern IV November, AcquiCo K'lautern VII GmbH, AcquiCo Helmstedt GmbH, Portfolio K'lautern I November, AcquiCo K'lautern II GmbH, and Portfolio Heidenheim I November, related to the share sale and purchase agreement notarized on 11/15 April 2025 (the "Share and Purchase Agreement"). The purpose of the Side Agreement is to regulate the agreed repayment plan for outstanding payments
arising from the associated Share and Purchase Agreement, which the buyers failed to make within the stipulated timeframe in accordance with its provisions. According to the parties' arrangements, the outstanding amounts are to be settled in two instalments: a planned down payment of €5.0 by 30 April 2025, and a planned closing payment covering the remaining amount on 30 May 2025. The planned down payment was made on 30 April 2025.On 30 April 2025, the Company entered into an agreement with the sole noteholder, LFH Portfolio Acquico S.À R.L., to amend the terms and conditions of the bearer subordinated participating series A notes. Under the amended terms and conditions of the Participating Notes, if GTC Paula SARL settles the Call Option before 30 May 2025, the Company will be entitled to exercise its right to early redemption of the Participating Notes, provided that the General Meeting adopts a resolution to increase the Company's share capital (requiring the exclusion of preemptive rights of the Company's shareholders) and/or any other resolution necessary to effectuate the Company's right to early redemption. Structure of financial instruments related with the transaction (in particular call options, put options, financial liabilities, equity instrument) remain unchanged and there were no material changes in fair value of each particular instrument as well as in aggregation.
In April 2025 Management Board adopted the resolution concerning the sale of the office building Artico
On 7 May 2025 the Group signed preliminary agreement regarding sale of landplot in Katowice. The sale price under the Agreement is €3.8. Transaction should be finalized in the third quarter of 2025.
1.3 Structure of the Group
The Group structure is consistent with presented in the Group's annual consolidated financial statements for the year ended 31 December 2024 (see note 8 to the consolidated financial statements for 2024) except for the following change occurred in the three-month period ended 31 March 2025:
- sold shares of Portfolio Kaiserslautern II GmbH & Co. KG (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg) to AcquiCo K´lautern II GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg),
- sold shares of Portfolio Kaiserslautern III GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg) to AcquiCo K´lautern III GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg),
- sold shares of Portfolio Heidenheim I GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg) to AcquiCo Heidenheim I GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg),
- sold shares of Portfolio Helmstedt GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg) to AcquiCo Helmstedt GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg),
- sold shares of Portfolio KL Betzenberg IV GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg) to AcquiCo KL Betzenberg IV GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg),
- sold shares of Portfolio KL Betzenberg V GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg) to AcquiCo KL Betzenberg V GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg),
- sold shares of Portfolio Kaiserslautern VII GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg) to AcquiCo K´lautern VII GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg),
- sold shares of Portfolio Kaiserslautern I GmbH & Co. KG (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg) to Portfolio K'lautern I November SARL (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg),
- sold shares of Portfolio Kaiserslautern VI GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg) to Portfolio K'lautern IV November SARL (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg),
- sold shares of AcquiCo Heidenheim GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg) to Portfolio Heidenheim I November SARL (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg),
- sold shares of AcquiCo Helmstedt GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg) to Portfolio Helmstedt November SARL (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg),
- sold shares of AcquiCo K´lautern II GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg) to Portfolio Kaiserslautern II November SARL (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg),
- sold shares of AcquiCo K´lautern III GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg) to Portfolio Kaiserslautern III November SARL (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg),
- sold shares of AcquiCo K´lautern VII GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg) to Portfolio Kaiserslautern VII November SARL (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg),
- sold shares of AcquiCo KL Betzenberg IV GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg) to Portfolio KL Betzenberg IV November SARL (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg),
- sold shares of AcquiCo KL Betzenberg V GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg) to Portfolio KL Betzenberg V November SARL (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg),
- purchase of shares of Chino Invest Ingatlanhasznosító Kft (wholly-owned subsidiary of GTC Origine Investments Pltd. seated in Hungary),
- purchase of shares of Infopark H Építési Terület Kft (wholly-owned subsidiary of GTC Origine Investments Pltd. seated in Hungary),
- sold shares of GTC VRSMRT Projekt Kft. (wholly-owned subsidiary of GTC Origine seated in Hungary),
- sold shares of GTC Trinity d.o.o. (wholly-owned subsidiary of GTC S.A. seated in Poland),
- sold shares of Glamp d.o.o. Beograd (subsidiary of GTC S.A. seated in Poland and GTC Hungary Real Estate Development Company Pltd. seated in Hungary).
1.4 Changes to the principal rules of the management of the Company and the Group
There were no changes to the principal rules of management of the Company and the Group.
CHANGES IN THE COMPOSITION OF THE SUPERVISORY BOARD:
- on 5 January 2025, Mr. Lorant Dudas resigned from his seat on the supervisory board of the Company, effective as of 5 January 2025;
- on 18 March 2025, Mr. Balint Szécsényi resigned from his seat on the supervisory board of the Company, effective as of 18 March 2025;
- on 16 April 2025, GTC Dutch Holdings B.V. appointed Mr. Ferenc Minárik and Mr. István Hegedüs as members of the Supervisory Board of the Company, effective as of 17 April 2025;
- on 22 April 2025, GTC Dutch Holdings B.V. revoked Mr. Tamás Sándor and Mr. Csaba Cservenák from the positions of member of the Supervisory Board of GTC S.A;
- on 22 April 2025, GTC Dutch Holdings B.V. appointed Mr. Ferenc Daróczi as member of the Supervisory Board of the Company.
CHANGES IN THE COMPOSITION OF THE MANAGEMENT BOARD:
On 28 May 2025 the Supervisory Board of the Company adopted a resolution regarding the dismissal of Mr. Gyula Nagy from the position of the President of the Management Board of the Company and the appointment of Ms. Małgorzata Czaplicka to the position of the President of the Management Board of the Company, effective as of the moment of the adoption of the resolution.
2. Selected financial data
The following tables present the Group's selected historical financial data for the three-month period ended 31 March 2025 and 31 March 2024. The historical financial data should be read in conjunction with Item 3. Operating and financial review of this Report and the unaudited condensed consolidated financial statements for the three-month period ended 31 March 2025 (including the notes thereto).
Selected financial data presented in PLN is derived from the unaudited condensed consolidated financial statements for the three-month period ended 31 March 2025 presented in accordance with IFRS and prepared in the Polish language and Polish zloty as a presentation currency. The financial statements of the Group's companies prepared in their functional currencies are included in the consolidated financial statements by a translation into EUR or PLN using appropriate exchange rates outlined in IAS 21 The Effects of Changes in Foreign Exchange Rates.
The reader is advised not to view such conversions as a representation that such zloty amounts actually represent such euro amounts or could be or could have been converted into euro at the rates indicated or at any other rate.
| For the three -month period ended 31 March | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| (in million) | € | PLN | € | PLN |
| Consolidated Income Statement | ||||
| Revenues from operations | 49.8 | 210.1 | 45.7 | 198.0 |
| Cost of operations | (17.5) | (73.8) | (13.5) | (58.5) |
| Gross margin from operations | 32.3 | 136.3 | 32.2 | 139.5 |
| Selling expenses | (0.6) | (2.5) | (0.6) | (2.6) |
| Administration expenses | (5.9) | (24.9) | (4.5) | (19.5) |
| Loss from revaluation | (8.3) | (35.0) | (5.7) | (24.7) |
| Finance income/(cost), net | (16.4) | (69.2) | (8.5) | (36.8) |
| Net profit | 1.6 | 6.8 | 9.8 | 42.4 |
| Basic/diluted earnings per share (not in million) | 0.00 | 0.01 | 0.02 | 0.07 |
| Weighted average number of issued ordinary shares (not in million) |
574,255,122 | 574,255,122 | 574,255,122 | 574,255,122 |
| For the three -month period ended 31 March | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| (in million) | € | PLN | € | PLN |
| Consolidated Cash Flow Statement | ||||
| Net cash from operating activities | 17.1 | 72.2 | 26.8 | 116.1 |
| Net cash from/(used in) investing activities | 51.4 | 217.0 | (7.9) | (34.2) |
| Net cash from/(used in) financing activities | (61.1) | (257.9) | 43.2 | 187.2 |
| Cash and cash equivalents at the end of the period |
63.1 | 264.0 | 122.5 | 526.9 |
| As of | ||||
|---|---|---|---|---|
| 31 March 2025 | 31 December 2024 | |||
| € | PLN | € | PLN | |
| Consolidated statement of financial position | ||||
| Investment property (commercial completed and under construction) |
2,074.0 | 8,677.5 | 2,063.1 | 8,815.7 |
| Residential Investment property (completed and under construction) |
466.6 | 1,952.0 | 466.3 | 1,992.4 |
| Investment property landbank | 103.1 | 431.4 | 111.4 | 476.0 |
| Right of use (investment property) | 45.5 | 190.4 | 33.8 | 144.5 |
| Residential landbank | 35.9 | 150.2 | 35.8 | 153.0 |
| Assets held for sale | 8.4 | 35.1 | 157.2 | 671.7 |
| Cash and cash equivalents | 63.1 | 264.0 | 53.4 | 228.2 |
| Non-current financial assets measured at fair value through profit or loss |
151.6 | 634.3 | 154.7 | 661.0 |
| Others | 195.0 | 815.8 | 147.9 | 631.9 |
| Total assets | 3,143.2 | 13,150.7 | 3,223.6 | 13,774.4 |
| Non-current liabilities | 1,708.5 | 7,148.1 | 1,656.1 | 7,076.6 |
| Current liabilities | 257.6 | 1,077.7 | 391.2 | 1,671.5 |
| Total Equity | 1,177.1 | 4,924.9 | 1,176.3 | 5,026.3 |
| Share capital | 12.9 | 57.4 | 12.9 | 57.4 |
3. Operating and financial review
3.1 General factors affecting operating and financial results
GENERAL FACTORS AFFECTING OPERATING AND FINANCIAL RESULTS
Management board believes that the following factors and important market trends have significantly affected the Group's results of operations since the end of the period covered by the latest published audited financial statements, and the Group expects that such factors and trends will continue to have a significant impact on the Group's results from operations in the future.
The key factors affecting the Group's financial and operating results are pointed below:
- the economic slowdown in CEE and SEE which may slow down the general economy in the countries where the Group operates;
- availability and cost of financing;
- impact of the supply and demand on the real estate market in CEE and SEE region;
- impact of inflation (according to Eurostat, the euro area annual inflation was 2.2% in March 2025);
- impact of interest rate movements (however, as of 31 March 2025, 94% of the Group's borrowings were either based on fixed interest rate or hedged against interest rate fluctuations, mainly through interest rate swaps and cap transactions);
- impact of foreign exchange rate movements (the vast majority of the Group's lease agreements are concluded in euro and include a clause that provides for the full indexation of the rent linked to the European Index of Consumer Prices, bonds issued in other currencies than euro were hedged against foreign exchange rate movements using cross currency SWAPs).
3.2 Specific factors affecting financial and operating results
REPAYMENT OF BONDS, BANK LOAN REFINANCING AND OTHER CHANGES TO BANK LOAN AGREEMENTS
The final repayment date of Galeria Jurajska loan was extended by 5 years from 24 February 2025.
TRANSACTIONS
During the three-month period ended 31 March 2025, the following factors affected financial and operating results:
- acquisition (on 31 December 2024) of German residential portfolio consisting of 5,169 flats with 325 thousand sqm residential space for €209 (€167 in cash and the Participating Notes with a total nominal value of approximately €42)
- sale of GTC Seven Gardens d.o.o., the owner of office building Matrix C for €13 (equal to the net proceeds from the transaction). GTC Seven Gardens d.o.o was sold together with its bank loan obligation (€14). In January 2025, the first instalment of €10.0 was received by Company.
- sale of land plot in Warsaw (Wilanów district), for €55.0.
- sale of the entire share capital of Serbian subsidiary Glamp d.o.o. Beograd (project GTC X) for €22.7 (net of cash and deposits in sold entity)
- exercise of an option against LFH Portfolio Acquico S.À R.L. and ZNL Investment S.À R.L. to purchase all of the shares held by LFH Portfolio Acquico S.À R.L. and ZNL Investment S.À R.L. in Kaiserslautern I GmbH & Co. KG, Kaiserslautern II GmbH & Co. KG, Portfolio Kaiserslautern III GmbH, Portfolio KL Betzenberg IV GmbH, Portfolio KL Betzenberg V GmbH, Portfolio Kaiserslautern VI GmbH, Portfolio Heidenheim I GmbH, Portfolio Kaiserslautern VII GmbH and Portfolio Helmstedt GmbH.
3.3 Presentation of differences between achieved financial results and published forecasts
The Group did not publish forecasts for the first quarter of 2025 and full year 2025.
3.4 Statement of financial position
ASSETS
Total assets decreased by €80.4 (2%) to €3,143.2 as of 31 March 2025 from €3,223.6 as of 31 December 2024, mainly as a result of sale GTC X and land plot in Wilanów partially offset by increase in short term blocked deposits and value of assets under construction.
The value of investment property increased by €14.6 (1%) to €2,689.2 as of 31 March 2025 from €2,674.6 as of 31 December 2024, mainly due to investment in development of assets under construction (€11.0) and capex and fit-out in completed properties (€6.7).
The value of assets held for sale decreased by €148.8 (95%) to €8.4 as of 31 March 2025 from €157.2 as of 31 December 2024, mainly due to the finalization of sale of Wilanów land and GTC X.
The value of non-current financial assets decreased by €3.1 (2%) to €151.6 as of 31 March 2025 from €154.7 as of 31 December 2024, mainly due to disposal of MBH bonds
The value of derivatives decreased by €1.7 (28%) to €4.3 as of 31 March 2025 from €6.0 as of 31 December 2024, mainly due to utilization of derivatives due to repayment of interest in the period.
The value of short-term blocked deposits increased by €44.9 (169%) to €71.4 as of 31 March 2025 from €26.9 as of 31 December 2024.
The value of cash and cash equivalents increased by €9.7 (18%) to €63.1 as of 31 March 2025 from €53.4 as of 31 December 2024. The cash balance increased mostly due to sale of land plot in Wilanów, Matrix C and GTC X for a total amount of €87.7, partially offset by reclassification of €45.0 to short-term blocked deposits and payment of interest in the amount of €11.3 and expenditure on investment property of €36.9 and changes in working capital.
LIABILITIES
The value of loans and bonds increased by €3.7 to €1,613.3 as of 31 March 2025 as compared to €1,609.6 as of 31 December 2024. The current portion of long-term debt decreased mainly due to reclassification of loan related to Galeria Jurajska to long-term borrowings partially offset by reclassification of 3 loans related to Corius, Pixel and Francuska Office Centre to short-term
The value of liabilities related to assets held for sale decreased by €67.7to €1.5 as of 31 March 2025 as compared to €69.2 as of 31 December 2024, mainly due to finalization of sale of GTC X and land in Wilanów.
The value of derivatives decreased by €2.8 (8%) to €34.4 as of 31 March 2025 from €37.2 as of 31 December 2024, mainly due to change in fair value of cross-currency interest rate swaps on the Hungarian bonds.
The value of trade payables and provisions decreased by €13.2 (21%) to €49.7 as of 31 March 2025 from €62.9 as of 31 December 2024, mainly as a result of the settlement of outstanding invoices
3.5 Consolidated income statement
REVENUES FROM RENTAL ACTIVITY
Rental and service revenues increased by €4.1 (9%) to €49.8 in the three-month period ended 31 March 2025, compared to €45.7 in the three-month period ended 31 March 2024.
The Group recognized an increase in rental revenues following the purchase of residential portfolio in Germany despite a decrease in rental revenues following the sale of GTC X and Matrix C.
COST OF RENTAL ACTIVITY
Service costs increased by €4.0 (30%) to €17.5 in the three-month period ended 31 March 2025, as compared to €13.5 in the three-month period ended 31 March 2024. The Group recognized an increase in service costs mainly from purchase of residential portfolio in Germany and the increase in service cost in CEE regions combined with inflation.
GROSS MARGIN FROM OPERATIONS
Gross margin (profit) from operations increased by €0.1 to €32.3 in the three-month period ended 31 March 2025, as compared to €32.2 in the three-month period ended 31 March 2024
The gross margin on rental activities was at 65% in the three-month period ended 31 March 2025 compared to 70% in the three-month period ended 31 March 2024.
ADMINISTRATION EXPENSES
Administration expenses increased by €1.4 (31%) to €5.9 in the three-month period ended 31 March 2025, from €4.5 in the three-month period ended 31 March 2024, mainly due to recognition of administration cost related to new residential portfolio.
PROFIT/(LOSS) FROM THE REVALUATION
Net loss from the revaluation of the assets amounted to €8.3 in the three-month period ended 31 March 2025, compared to a net loss of €5.7 in the three-month period ended 31 March 2024. Net loss from the revaluation was mainly due to capitalized expenditure on completed properties.
FINANCE COST, NET
Finance cost, net increased by €7.9 (93%) to €16.4 in the three-month period ended 31 March 2025, as compared to €8.5 in the three-month period ended 31 March 2024. The increase was mainly due to an increase in total debt resulting from new loans signed and drawn down during 2024 resulting in an increase in the weighted average interest rate (including hedges) to 3.63% as of 31 March 2025 from 2.58% as of 31 March 2024.
RESULT BEFORE TAX
Profit before tax amounted to €1.9 in the three-month period ended 31 March 2025, compared to a profit before tax of €13.0 in the three-month period ended 31 March 2024. Net profit in the three-month period ended 31 March 2025 includes a profit from operations in the amount of €32.3, loss from revaluation in the amount of €8.3 and financial cost, net in the amount of €16.4.
TAXATION
Tax amounted to €0.3 for the three-month period ended 31 March 2025, compared to €3.2 the threemonth period ended 31 March 2024. The tax included current tax expense amounting to €4.9 and deferred tax amounting to €4.6 (income).
NET RESULT
Net profit was €1.6 in the three-month period ended 31 March 2025, compared to a net profit of €9.8 in the three-month period ended 31 March 2024. The difference comes mainly from the difference in the loss from revaluation and financial cost.
3.6 Consolidated cash flow statement
Net cash flow from operating activities was €17.1 in the three-month period ended 31 March 2025 as compared to €26.8 in the three-month period ended 31 March 2024. The decrease of €9.7 was mainly due to changes in working capital.
Net cash flow from investing activities amounted to €51.4 in the three-month period ended 31 March 2025 compared to €7.9 cash flow used in investing activities in the three-month period ended 31 March 2024. Cash flow from investing activities is mainly composed of proceeds from sale of land plot in Wilanów, Matrix C and GTC X in an amount of €87.7 partially offset by expenditure on investment property of €36.9 mostly on assets under construction and capex fit out.
Net cash flow used in financing activities amounted to €61.1 in the three-month period ended 31 March 2025, compared to €43.2 of cash flow from financing activities in the three-month period ended 31 March 2024. Cash flow used in financing activities is mainly composed of increase in short term deposits in the amount of €45.0 and interest paid in the amount of €11.3.
Cash and cash equivalents as of 31 March 2025 amounted to €63.1 compared to €122.5 as of 31 March 2024 and €53.4 as of 31 December 2024.
3.7 Future liquidity and capital resources
As of 31 March 2025, the Group believes that its cash balances, cash generated from disposal of properties, cash generated from renting out of its investment properties, and cash available under its existing and future loan facilities will be sufficient to fund its short term needs.
The Group manages its liabilities efficiently and is constantly reviewing its funding plans related to (i) developments and acquisitions of new properties, (ii) debt acquisitions and service of its existing assets portfolio, and (iii) CAPEX in its existing properties. Any cash needs are covered from operating income, new debt acquisitions and sales of operating assets or landbank.
As of 31 March 2025, the Group's non-current liabilities amounted to €1,708.5 compared to €1,656.1 as of 31 December 2024.
The Group's total debt from long and short-term loans and borrowings as of 31 March 2025, amounted to €1,613.3 as compared to €1,634.6 (includes €25.0 related to assets held for sale) as of 31 December 2024.
The Group's net loan-to-value ratio amounted to 52.1% as of 31 March 2025 as compared to 52.7% as of 31 December 2024 mainly due to a decrease in net debt, following disposal of assets, combined with an increase in investment property value due to capital expenditures on investment property under construction.
As of 31 March 2025, 94% of the Group's loans and bonds (by value) were based on the fixed interest rate or hedged against interest fluctuations, mainly through interest rate swaps and cap transactions.
The interest cover as of 31 March 2025 was 3.3.
AVAILABILITY OF FINANCING
The Management has analyzed the Groups cash flow projections based on certain hypothetical defensive assumptions to assess the reasonableness of the going concern assumption given the current developments on the market.
The Management has analysed the timing, nature and scale of potential financing needs of particular subsidiaries and believes that there are no risks for paying current financial liabilities and cash on hand, as well as, expected operating cash-flows will be sufficient to fund the Group's anticipated cash requirements for working capital purposes, for at least the next twelve months from the date of the financial statements. Consequently, the consolidated financial statements have been prepared under the assumption that the Group companies will continue as a going concern in the foreseeable future, for at least twelve months from the date of the financial statements.
The Group's principal financial liabilities comprise bank and shareholders' loans, bonds, hedging instruments, trade payables, and other long-term financial liabilities. The main purpose of these financial instruments is to finance the Group's operations. The Group has various financial assets such as trade receivables, loans granted, derivatives, cash and short-term deposits.
The Group is affected by macroeconomic conditions, especially the overall conditions in the EU and national and local economies, such as growth in gross domestic product, inflation, changes in interest rates, and unemployment rates. Unfavourable macroeconomic trends combined with the instability of the financial markets may have a negative impact on the Group's operations, as well as the availability and cost of debt financing/refinancing.
The main risks connected with the Group's financial instruments are interest risk, liquidity risk, foreign currency risk and credit risk.
A detailed description of financial instruments and risk management is presented under Note 36 to the consolidated financial statements for the year 2024.
4.Information on loans granted with a particular emphasis on related entities
As of 31 March 2025, the Group does not have any long-term loans granted to its associates or joint ventures.
The Company provides asset management services to its subsidiaries. Transactions with related parties are concluded on market terms. Loans granted and received from subsidiaries are subject to interest using the reference interest rate (WIBOR or EURIBOR) increased by a margin (between 2.6% and 4.35%). Long-term loans granted by the Company to subsidiaries and paid in the three-month period ended 31 March 2025 amounted to PLN 249.8. These loans were granted in the following currencies: euro in the amount of EUR 59.1 (PLN 249.2), Polish zloty in the amount of PLN 0.6 and dollars in the amount of USD 0.006 (PLN 0.02). The maturities of these loans are until 2030.
5. Information on granted and received guarantees with a particular emphasis on guarantees granted to related entities
On 20 December 2024, GTC Paula SARL wholly-owned subsidiaries of the Company, have signed €190 loan with certain affiliates of Baupost Group, L.L.C. and Diameter Capital Partners LP with a maturity on 20 December 2029. As of 31 December 2024, English law governed guarantee granted by Globe Trade Centre S.A. under the term facilities agreement dated 20 December 2024 concluded between, among others, GTC Paula SARL as borrower, GTC SA, GLAS SAS, Frankfurt Branch as Agent and Global Loan Agency Services GMBH as Security Agent (the "Facilities Agreement")
GTC SA granted an irrevocable and unconditional guarantee in favour of each finance party (as defined in the Facilities Agreement1F1) for punctual performance of the Obligors' obligations under the Finance Documents (as defined in the Facilities Agreement) and for payment of any amount due under the Finance Documents by any Obligor, including inter alia, principal, interest (including default interest), commissions and other claims. The guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part. The guarantee is valid until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full.
In the year ended 31 December 2024, the Company sold shares in GTC Seven Gardens d.o.o. One of the subsequent condition is repayment by the Buyer of the bank loan. For the scenario when Buyer cannot fulfil that requirement, GTC SA provided joint and several guarantee to Erste for all present and future monetary obligations of GTC Seven Gardens d.o.o. ("GTC Seven Gardens") under or in connection with the term facility agreement dated 25 April 2023 between Erste and GTC Seven Gardens d.o.o. (the "Facility Agreement") or any other Finance Document (as defined in the Facility Agreement), whether expressed as principal, interest, default interest, fees, provisions, commissions, costs, expenses, taxes or damages, including any claim that Erste may have against GTC Seven Gardens as
1 as of the date of the Facilities Agreement: 1. GTC Paula SARL, 2. GTC SA, 3. GTC Holding SARL, 4. GTC Origine Investments Ing atlanfejlesztő Zártkörűen Működő Részvénytársaság, 5. Portfolio Heidenheim I November, 6. Portfolio Helmstedt November, 7. Portfol io K'lautern I November, 8. Portfolio K'lautern II November, 9. Portfolio K'lautern III November, 10. Portfolio K'lautern IV November (Sic!), 11. Portfol io K'lautern VII November, 12. Portfolio KL Betzenberg IV November, 13. Portfolio KL Betzenberg V November, 14. GTC UNIVERZUM, 15. GTC KOMPAKTLAND, 16. GTC ADA
a result of the Facility Agreement being set aside or declared null and void. The joint and several guarantee is valid until all claims under the Facility Agreement and other Finance Documents are irrevocably and unconditionally paid in full
Simultaneously, on 13 January 2025, the Company received a guarantee from the purchaser of GTC Seven Gardens d.o.o., under which the purchaser undertakes to cover all claims against Erste that will be brought against the Company.
Additionally, the typical warranties are given in connection with the sale of assets, to guarantee construction completion and to secure construction loans (cost-overruns guarantee). The risk involved in the above warranties and guarantees is very low.
6. Shareholders who, directly or indirectly, have substantial shareholding
The following table presents the Company's shareholders, who had no less than 5% of votes at the general meeting of GTC S.A. shareholders, as of the date of 31 March 2025 and the date of the report.
As of the date of this Report the table presents the Company's shareholders, who had no less than 5% of votes at the general meeting of GTC S.A.:
| Shareholder | Number of shares and rights to the shares held (not in million) |
% of share capital |
Number of votes (not in million) |
% of votes |
Change in number of shares since 31 Dec. 2024 (not in million) |
|---|---|---|---|---|---|
| GTC Dutch Holdings B.V. | 337,637,591 | 58.80% | 337,637,591 | 58.80% | No change |
| GTC Holding Zártkörűen Működő Részvénytársaság¹ |
21,891,289 | 3.81% | 21,891,289 | 3.81% | No change |
| Allianz OFE | 62,330,336 | 10.85% | 62,330,336 | 10.85% | No change |
| OFE PZU Złota Jesień | 54,808,287 | 9.54% | 54,808,287 | 9.54% | No change |
| Other shareholders | 97,587,619 | 17.00% | 97,587,619 | 17.00% | No change |
| Total | 574,255,122 | 100.00% | 574,255,122 | 100.00% | No change |
¹ Ultimate shareholder of GTC Dutch Holding B.V. and GTC Holding Zrt. is Optimum Venture Private Equity Funds, which indirectly holds 359,528,880 shares of GTC S.A., entitling to 359,528,880 votes in the Company, representing 62.61% of the Company's share capital and carrying the right to 62.61% of the total number of votes in GTC S.A.
7. Shares in GTC held by members of the management board and the supervisory board
SHARES HELD BY MEMBERS OF THE MANAGEMENT BOARD
The following table presents shares owned directly or indirectly by members of the Company's management board and supervisory board of the date of publication of this interim report, and changes in their holdings since the date of publication of the Group's last financial report (annual report for the year ended 31 December 2024) on 29 April 2025.
The information included in the table below is based on information received from members of the management board and supervisory board.
| Balance as of 29 May 2025 (not in million) |
The nominal value of shares in PLN (not in million) |
Change since 29 April 2025 (not in million) |
|
|---|---|---|---|
| Management board members | |||
| Małgorzata Czaplicka¹ | 0 | 0 | No change |
| Gyula Nagy ² | 0 | 0 | No change |
| Zsolt Farkas | 0 | 0 | No change |
| Balázs Gosztonyi | 0 | 0 | No change |
| Total Management board members | 0 | 0 | |
| Supervisory board members | |||
| János Péter Bartha | 0 | 0 | No change |
| Ferenc Daróczi ⁴ | 0 | 0 | No change |
| Magdalena Frąckowiak | 0 | 0 | No change |
| László Gut | 0 | 0 | No change |
| István Hegedüs ³ | 0 | 0 | No change |
| Dominik Januszewski | 0 | 0 | No change |
| Artur Kozieja | 0 | 0 | No change |
| Ferenc Minárik ³ | 0 | 0 | No change |
| Marcin Murawski | 0 | 0 | No change |
| Total Supervisory board members | 0 | 0 |
¹ Change since 28 May 2025
² Balance as of 28 May 2025
³ Change since 17 April 2025
⁴ Change since 22 April 2025
Detailed description of changes in composition of the management board and supervisory board is presented under item 1.4 this Report.
8. Transactions with related parties concluded on terms other than market terms
The Group presents information on the material transactions that the Company, or its subsidiaries, concluded with a related party in the consolidated financial statements for the three-month period ended 31 March 2025 in Note 17 Related Party Transactions.
In three-month period ended 31 March 2025, the Group did not conduct any material transactions with the related parties on terms other than market terms.
9. Proceedings before a court or public authority involving Globe Trade Centre SA or its subsidiaries with total value of the liabilities or claims being material
There are no material individual or group proceedings before a court or public authority involving Globe Trade Centre SA or its subsidiaries.
10. Terms and abbreviations
Terms and abbreviations capitalized in this management's board Report shall have the following meanings unless the context indicates otherwise:
| the Company or GTC |
are to Globe Trade Centre S.A.; |
|---|---|
| the Group or GTC Group |
are jointly to Globe Trade Centre S.A. and its consolidated subsidiaries; |
| Shares | is to the shares in Globe Trade Centre S.A., which were introduced to public trading on the Warsaw Stock Exchange in May 2004 and later and are marked under the PLGTC0000037 code and inward listed on Johannesburg Stock Exchange in August 2016; |
| Bonds | is to the bonds issued by Globe Trade Centre S.A. or its consolidated subsidiaries and introduced to alternative trading market and marked with the ISIN codes HU0000360102, HU0000360284 and XS2356039268; |
| the Report | is to the consolidated quarterly report prepared according to art. 66 of the Decree of the Finance Minister of 29 March 2018 on current and periodical information published by issuers of securities and conditions of qualifying as equivalent the information required by the provisions of the law of a country not being a member state; |
| CEE | is to the Group of countries that are within the region of Central and Eastern Europe (Poland, Hungary); |
| SEE | is to the Group of countries that are within the region of South-Eastern Europe (Bulgaria, Croatia, Romania, and Serbia); |
| Net rentable area, NRA, or net leasable area, NLA |
are to the metric of the area of a given property as indicated by the property appraisal experts to prepare the relevant property valuations. With respect to commercial properties, the net leasable (rentable) area is all the office or retail leasable area of a property exclusive of non-leasable space, such as hallways, building foyers, and areas devoted to heating and air conditioning installations, elevators, and other utility areas. The specific methods of calculation of NRA may vary among particular properties, which is due to different methodologies and standards applicable in the various geographic markets on which the Group operates; |
| Gross rentable area or gross leasable area, GLA |
are to the amount of the office or retail space available to be rented in completed assets multiplied by add-on-factor. The gross leasable area is the area for which tenants pay rent, and thus the area that produces income for the Group; |
| Total property portfolio |
is to book value of the Group's property portfolio, including: investment properties (completed, under construction and landbank), residential landbank, assets held for sale, and the rights of use of land under perpetual usufruct; |
| Commercial properties |
is to properties with respect to which GTC Group derives revenue from rent and includes both office and retail properties; |
| Occupancy rate | is to average occupancy of the completed assets based on square meters ("sqm") of the gross leasable area; |
| Funds From Operations, FFO, FFO I |
are to profit before tax less tax paid, after adjusting for non-cash transactions (such as fair value or real estate remeasurement, depreciation and amortization share base payment provision and unpaid financial expenses), the share of profit/(loss) of associates and joint ventures, and one-off items (such as FX differences and residential activity and other non-recurring items); |
|---|---|
| EPRA NTA | is a net asset value measure under the assumption that the entities buy and sell assets, thereby crystallizing certain levels of deferred tax liability. It is computed as the total equity less non-controlling interest, excluding the derivatives at fair value as well as deferred taxation on property (unless such item is related to assets held for sale); |
| In-place rent | is to rental income that was in place as of the reporting date. It includes headline rent from premises, income from parking, and other rental income; |
| Net loan to value (LTV); net loan-to value ratio |
are to net debt divided by Gross Asset Value. Net debt is calculated as total financial debt net of cash and cash equivalents and deposits and excluding loans from non-controlling interest and deferred debt issuance costs. Gross Asset Value is investment properties (excluding the right of use under land leases), residential landbank, assets held for sale, financial assets, buildings for own use, and share on equity investments. Net loan to value provides a general assessment of financial risk undertaken; |
| The average cost of debt; average interest rate |
is calculated as a weighted average interest rate of total debt, as adjusted to reflect the impact of contracted interest rate swaps and cross-currency swaps by the Group; |
| EUR, € or euro |
are to the single currency of the participating Member States in the Third Stage of European Economic and Monetary Union of the Treaty Establishing the European Community, as amended from time to time; |
| PLN or zloty | are to the lawful currency of Poland; |
| HUF | is to the lawful currency of Hungary; |
| JSE | is to the Johannesburg Stock Exchange. |
GLOBE TRADE CENTRE S.A.
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE-MONTH PERIOD ENDED 31 MARCH 2025
| Note | 31 March 2025 unaudited |
31 December 2024 audited |
|
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Investment property | 8 | 2,689.2 | 2,674.6 |
| Residential landbank | 35.9 | 35.8 | |
| Property, plant and equipment | 14.8 | 15.3 | |
| Blocked deposits | 15.9 | 15.8 | |
| Deferred tax asset | 4.9 | 3.4 | |
| Derivatives | 9 | 0.1 | 0.4 |
| Non-current financial assets measured | 15 | 151.6 | 154.7 |
| at fair value through profit or loss | |||
| Other non-current assets | 3.5 | 3.2 | |
| Loan granted to non-controlling interest partner | 7 | 11.7 | 11.6 |
| 2,927.6 | 2,914.8 | ||
| Current assets | |||
| Accounts receivables | 20.6 | 19.6 | |
| VAT and other tax receivables | 5.5 | 5.9 | |
| Income tax receivables | 2.5 | 2.0 | |
| Prepayments and other receivables | 39.9 | 38.6 | |
| Derivatives | 9 | 4.2 | 5.6 |
| Short-term blocked deposits | 71.4 | 26.5 | |
| Cash and cash equivalents | 14 | 63.1 | 53.4 |
| Assets held for sale | 11 | 8.4 | 157.2 |
| 215.6 | 308.8 | ||
| TOTAL ASSETS | 3,143.2 | 3,223.6 |
| Note | 31 March 2025 unaudited |
31 December 2024 audited |
|
|---|---|---|---|
| EQUITY AND LIABILITIES | |||
| Equity attributable to equity holders of the Company | 13 | ||
| Share capital | 12.9 | 12.9 | |
| Share premium | 668.9 | 668.9 | |
| Participating notes | 41.7 | 41.7 | |
| Capital reserve | (72.3) | (72.3) | |
| Hedge reserve | (14.5) | (13.7) | |
| Foreign currency translation reserve | (2.6) | (2.6) | |
| Accumulated profit | 493.9 | 492.9 | |
| 1,128.0 | 1,127.8 | ||
| Non-controlling interest | 7 | 49.1 | 48.5 |
| Total Equity | 1,177.1 | 1,176.3 | |
| Non-current liabilities | |||
| Long-term portion of borrowings | 10 | 1,446.4 | 1,389.6 |
| Lease liabilities | 36.1 | 37.0 | |
| Deposits from tenants | 15.9 | 15.8 | |
| Liabilities for put options on non-controlling interests and other long-term payables |
42.5 | 40.2 | |
| Derivatives | 9 | 34.2 | 37.0 |
| Deferred tax liabilities | 133.4 | 136.5 | |
| 1,708.5 | 1,656.1 | ||
| Current liabilities | |||
| Current portion of borrowings | 10 | 166.9 | 220.0 |
| Trade payables and provisions | 49.7 | 62.9 | |
| Other financial liabilities | 32.1 | 31.7 | |
| Deposits from tenants | 3.6 | 3.6 | |
| VAT and other taxes payables | 2.2 | 2.1 | |
| Income tax payables | 1.4 | 1.5 | |
| Derivatives | 9 | 0.2 | 0.2 |
| Liabilities related to assets held for sale | 11 | 1.5 | 69.2 |
| 257.6 | 391.2 | ||
| TOTAL EQUITY AND LIABILITIES | 3,143.2 | 3,223.6 |
The accompanying notes are an integral part of this Condensed Consolidated Interim Financial Statements
CONDENSED CONSOLIDATED INTERIM INCOME STATEMENT (in millions of EUR)
| Note | Three-month period ended 31 March |
||
|---|---|---|---|
| Unaudited | |||
| 2025 | 2024 | ||
| Rental revenue | 5 | 38.3 | 34.3 |
| Service charge revenue | 5 | 11.5 | 11.4 |
| Service charge costs | 5 | (17.5) | (13.5) |
| Gross margin from operations | 32.3 | 32.2 | |
| Selling expenses | (0.6) | (0.6) | |
| Administration expenses | (5.9) | (4.5) | |
| Loss from revaluation | 8 | (8.3) | (5.7) |
| Other income | 0.5 | 0.2 | |
| Other expenses | (0.1) | (0.2) | |
| Net operating profit | 17.9 | 21.4 | |
| Foreign exchange differences | 0.4 | 0.1 | |
| Finance income | 1.0 | 0.8 | |
| Finance cost | 6 | (17.4) | (9.3) |
| Result before tax | 1.9 | 13.0 | |
| Taxation | 12 | (0.3) | (3.2) |
| Result for the period | 1.6 | 9.8 | |
| Attributable to: | |||
| Equity holders of the Parent Company | 1.0 | 9.3 | |
| Non-controlling interest | 7 | 0.6 | 0.5 |
| Basic/diluted earnings per share (in Euro) | 16 | 0.00 | 0.02 |
| Three-month period ended 31 March |
||
|---|---|---|
| Unaudited | 2025 | 2024 |
| Result for the period | 1.6 | 9.8 |
| Net other comprehensive income for the period, net of tax not to be reclassified to profit or loss in subsequent periods |
- | - |
| Result on hedge transactions | (1.1) | (5.1) |
| Income tax | 0.3 | 1.0 |
| Net result on hedge transactions | (0.8) | (4.1) |
| Foreign currency translation | - | (0.1) |
| Net other comprehensive income for the period, net of tax to be reclassified to profit or loss in subsequent periods |
(0.8) | (4.2) |
| Total comprehensive income for the period | 0.8 | 5.6 |
| Attributable to: | ||
| Equity holders of the Parent Company | 0.2 | 5.1 |
| Non-controlling interest | 0.6 | 0.5 |
| Sh are ita l ca p |
Sh are mi pre um |
Ca ita l p res erv e |
Pa rtic ipa tin g tes no |
He dg e r es erv e |
Fo rei gn cu rre nc y lat ion tra ns res erv e |
Ac lat ed cu mu fit pro |
To tal |
No n ntr oll ing co int st ere ( "N CI" ) |
To tal |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Ba lan of ce as (a d) 1 J 20 25 ud ite an ua ry |
12 .9 |
66 8.9 |
( 72 .3) |
41 .7 |
( 13 .7) |
( 2.6 ) |
49 2.9 |
1, 12 7.8 |
48 .5 |
1, 17 6.3 |
| Ot he he ive lo r c om pre ns ss |
- | - | - | - | ( ) 0.8 |
- | - | ( ) 0.8 |
- | ( ) 0.8 |
| lt fo Re r th eri od su e p |
- | - | - | - | - | - | 1.0 | 1.0 | 0.6 | 1.6 |
| To tal reh siv ult co mp en e r es for th eri od e p |
- | - | - | - | ( 0.8 ) |
- | 1.0 | 0.2 | 0.6 | 0.8 |
| Ba lan of 31 M h ce as arc (u ) 20 25 ud ited na |
12 .9 |
66 8.9 |
( 72 .3) |
41 .7 |
( 14 .5) |
( 2.6 ) |
49 3.9 |
1, 12 8.0 |
49 .1 |
1, 17 7.1 |
| Sh are ita l ca p |
Sh are mi pre um |
Ca ita l p res erv e |
Pa rtic ipa tin g tes no |
He dg e r es erv e |
Fo rei gn cu rre nc y lat ion tra ns res erv e |
Ac lat ed cu mu fit pro |
To tal |
No n ntr oll ing co int st ere ( "N CI" ) |
To tal |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Ba lan of ce as (a d) 1 J 20 24 ud ite an ua ry |
12 .9 |
66 8.9 |
( 49 .3) |
- | 0.7 | ( 2.6 ) |
47 1.3 |
1, 10 1.9 |
24 .3 |
1, 12 6.2 |
| Ot he he ive lo r c om pre ns ss |
- | - | - | - | ( ) 4.1 |
( ) 0.1 |
- | ( ) 4.2 |
- | ( ) 4.2 |
| lt fo Re r th eri od su e p |
- | - | - | - | - | - | 9.3 | 9.3 | 0.5 | 9.8 |
| To tal reh siv ult co mp en e r es for th eri od e p |
- | - | - | - | ( 4.1 ) |
( 0.1 ) |
9.3 | 5.1 | 0.5 | 5.6 |
| Ba lan of 31 M h ce as arc (u ) 20 24 ud ited na |
12 .9 |
66 8.9 |
( 49 .3) |
- | ( 3.4 ) |
( 2.7 ) |
48 0.6 |
1, 10 7.0 |
24 .8 |
1, 13 1.8 |
| Unaudited | Note | Three-month period ended 31 March 2025 |
Three-month period ended 31 March 2024 |
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||
| Result before tax | 1.9 | 13.0 | |
| Adjustments for: | |||
| Loss/(profit) from revaluation | 8 | 8.3 | 5.7 |
| Foreign exchange differences | (0.4) | (0.1) | |
| Finance income | (1.0) | (0.8) | |
| Finance cost | 6 | 17.4 | 9.3 |
| Depreciation | 0.3 | 0.3 | |
| Operating cash before working capital changes | 26.5 | 27.4 | |
| Increase in accounts receivables and other current assets | (3.2) | (0.6) | |
| Increase in deposits from tenants | 0.1 | - | |
| Increase / (decrease) in trade and other payables | (1.9) | 1.3 | |
| Cash generated from operations | 21.5 | 28.1 | |
| Tax paid in the period | (4.4) | (1.3) | |
| Net cash from operating activities | 17.1 | 26.8 | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||
| Expenditure on investment property | 8 | (36.9) | (19.4) |
| Sale of landbank | 1 | 55.0 | - |
| Sale of subsidiary, net of cash in disposed assets | 1, 11 | 32.7 | - |
| Change in short-term deposits designated for investment | - | 12.2 | |
| Expenditure on non-current financial assets | 15 | (0.6) | - |
| VAT/tax on purchase/sale of investment property | 0.4 | (0.9) | |
| Interests received | 0.8 | 0.2 | |
| Net cash from/(used in) investing activities | 51.4 | (7.9) | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||
| Proceeds from long-term borrowings | - | 55.9 | |
| Repayment of long-term borrowings | (3.8) | (4.8) | |
| Interest paid | (11.3) | (6.5) | |
| Repayment of lease liability | (0.7) | (0.7) | |
| Loan origination costs | (0.3) | (0.4) | |
| Decrease/(increase) in short term deposits | (45.0) | (0.3) | |
| Net cash from/(used in) financing activities | (61.1) | 43.2 | |
| Net foreign exchange difference, related to cash and cash equivalents |
0.5 | - | |
| Net change in cash and cash equivalents | 7.9 | 62.1 | |
| Cash and cash equivalents at the beginning of the period | 55.2 | 60.4 | |
| Cash and cash equivalents at the end of the period | 63.1 | 122.5 |
1. Principal activities
Globe Trade Centre S.A. (the "Company", "GTC S.A." or "GTC") with its subsidiaries ("GTC Group" or "the Group") is an international real estate developer and investor. The Company was registered in Warsaw on 19 December 1996. The Company's registered office is in Warsaw (Poland) at Komitetu Obrony Robotników 45a. The Company owns, through its subsidiaries, commercial and residential real estate companies with a focus on Poland, Germany, Hungary, Bucharest, Belgrade, Zagreb and Sofia. There is no seasonality in the business of the Group companies.
As of 31 March 2025 , the majority shareholder of the Company is GTC Dutch Holdings B.V. ("GTC Dutch") who holds 337.637.591 shares in the Company representing 58.80% of the Company's share capital, entitling to 337,637,591 votes in the Company, representing 58.80% of the total number of votes in GTC S.A. Additionally, GTC Holding Zrt. holds 21,891,289 shares, entitling to 21,891,289 votes in GTC S.A., representing 3.81% of the Company's share capital and carrying the right to 3.81% of the total number of votes in GTC S.A. Ultimate shareholder of GTC Dutch Holding B.V. and GTC Holding Zrt. is Optimum Venture Private Equity Funds, which indirectly holds 359,528,880 shares of GTC S.A., entitling to 359,528,880 votes in the Company, representing 62.61% of the Company's share capital and carrying the right to 62.61% of the total number of votes in GTC S.A.
The ultimate controlling party of the Group is Pallas Athéné Domus Meriti Foundation.
EVENTS IN THE PERIOD
FINANCING
On 24 February 2025, GTC Galeria CTWA sp. z o. o., the Company's wholly-owned subsidiary, signed a prolongation of the existing facility with Erste Group Bank AG and Raiffeisenlandesbank Niederosterreich-Wien AG. Final repayment date was extended by 5 years from the signing date. Due to the requirements in the signed amendment Group deposited EUR 44.0 cash in the blocked account for the purpose of buy-back of bonds issued by GTC Aurora Luxembourg.
TRANSACTIONS
As the part of the acquisition of the German residential portfolio (detailed description of the transaction is presented in the note 28 in the Group's annual consolidated financial statements for the year ended 31 December 2024), the Company has issued the Participating Notes, which were transferred to LFH Portfolio Acquico S.À R.L., as an in-kind settlement of the portion of the purchase price under the share purchase agreement concluded with LFH Portfolio Acquico S.À R.L.
Additionally, GTC Paula SARL was granted an option against LFH Portfolio Acquico S.À R.L. and ZNL Investment S.À R.L. to purchase all of the shares held by LFH Portfolio Acquico S.À R.L. and ZNL Investment S.À R.L. in Kaiserslautern I GmbH & Co. KG, Kaiserslautern II GmbH & Co. KG, Portfolio Kaiserslautern III GmbH, Portfolio KL Betzenberg IV GmbH, Portfolio KL Betzenberg V GmbH, Portfolio Kaiserslautern VI GmbH, Portfolio Heidenheim I GmbH, Portfolio Kaiserslautern VII GmbH and Portfolio Helmstedt GmbH (the "Call Option"). Settlement of the Call Option has not yet occurred and is expected to occur in the second quarter of 2025.
Under the initial terms and conditions of the Participating Notes, if GTC Paula SARL exercises via signing Call Option notice by 31 March 2025 (what was done at 31 March 2025) and settles the Call Option to purchase noncontrolling shares held by LFH Portfolio Acquico S.À R.L. and ZNL Investment S.À R.L before 15 April 2025, the Company will be entitled to exercise its right to early redemption, provided that the General Meeting adopts a resolution to increase the Company's share capital (which would require the exclusion of pre-emptive rights of the Company's shareholders) and/or any other resolution which may be required to effectuate the exercise of the Company's right to early redemption ("Share Capital Increase").
On 30 April 2025, the Company entered into an agreement with the sole noteholder, LFH Portfolio Acquico S.À R.L., to amend the terms and conditions of the bearer subordinated participating series A notes. Under the amended terms and conditions of the Participating Notes, if GTC Paula SARL settles the Call Option before 30 May 2025, the Company will keep its right to exercise its right to early redemption of the Participating Notes, provided that the General Meeting adopts a resolution to increase the Company's share capital (requiring the exclusion of pre-emptive rights of the Company's shareholders) and/or any other resolution necessary to effectuate the Company's right to early redemption.
This agreement has no impact on management board significant judgements in respect to accounting treatment of the acquisition described in note 2.
Furthermore, on 30 April 2025, a side agreement (the "Side Agreement") was concluded between GTC Paula SARL, LFH PORTFOLIO ACQUICO SARL, ZNL INVESTMENT SARL, AcquiCo Heidenheim I GmbH, AcquiCo K'lautern III GmbH, AcquiCo KL Betzenberg IV GmbH, AcquiCo KL Betzenberg V GmbH, Portfolio K'lautern IV November, AcquiCo K'lautern VII GmbH, AcquiCo Helmstedt GmbH, Portfolio K'lautern I November, AcquiCo K'lautern II GmbH, and Portfolio Heidenheim I November, related to the share sale and purchase agreement notarized on 11/15 April 2025 and recorded under index of deeds no. 335/2025-H of notary Dr. Alexander Haines in Frankfurt am Main (the "Share and Purchase Agreement"). The purpose of the Side Agreement is to regulate the agreed repayment plan for outstanding payments arising from the associated Share and Purchase Agreement, which the buyers failed to make within the stipulated timeframe in accordance with its provisions. According to the parties' arrangements, the outstanding amounts are to be settled in two instalments: a planned down payment of EUR 5.0 by 30 April 2025, and a planned closing payment covering the remaining amount on 30 May 2025. The planned down payment was made on 30 April 2025.
Structure of financial instruments related with the transaction (in particular call options, put options, financial liabilities, equity instrument) remain unchanged and there were no material changes in fair value of each particular instrument as well as in aggregation.
In January 2025 Group received EUR 10.0 regarding the sale of GTC Seven Gardens d.o.o., a wholly-owned subsidiary of the Company, which was finalized in December 2024.
On 17 January 2025, the Group finalized the sale of land plot in Warsaw (Wilanów district). The selling price under the agreement is EUR 55.0 which was equal to value presented in assets held for sale as of 31 December 2024. Transaction was not concluded with any related party.
On 31 January 2025, the Group finalized the sale of the entire share capital of Serbian subsidiary Glamp d.o.o. Beograd (Project X) for EUR 22.7 (net of cash and deposits in sold entity) which was close to the amount of assets held for sale deducted by the amount of liabilities related to those assets presented in the annual consolidated financial statements for 2024. Transaction was not concluded with any related party.
On 31 January 2025, GTC Origine Investments Pltd, a wholly-owned subsidiary of the Company signed a business quota swap agreement to purchase 100% of shares of Chino Invest Ingatlanhasznosító Kft and Infopark H Építési Terület Kft for exchange of shares in subsidiaries: GTC VRSMRT Projekt Kft (owner of the over 1,000 sqm landplot in Hungary) and GTC Trinity d.o.o. (owner of the over 13,900 sqm landplot in Croatia) and 3rd party bonds owned by GTC Origine Investments Pltd. The total fair value of acquired assets amounts to EUR 14.8 and is not materially different from total consideration of the transaction. The transaction required no cash settlement. The two acquired companies own over 6,800 sqm residential plots in Budapest, which provide opportunity for GTC to participate in the booming residential developments in Hungary. Transaction was not concluded with any related party.
Impact of the situation in Ukraine on GTC Group
As at the date of these financial statements, the direct impact of the war in Ukraine on the Group's operations is not material. However, it is not possible to estimate the scale of such impact in the future and due to high volatility, the Company monitors the situation on an ongoing basis and analyses its potential impact both from the perspective of individual projects and the entire Group and its long-term investment plans.
2. Basis of preparation
The Condensed Consolidated Interim Financial Statements for the three-month period ended 31 March 2025 have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU.
All the financial data is presented in EUR and expressed in millions unless indicated otherwise.
At the date of authorization of these condensed consolidated financial statements, taking into account the EU IFRS's ongoing process of IFRS endorsement and the nature of the Group's activities, there is no difference between IFRS as adopted by International Accounting Standards Board and IFRS endorsed by the European Union. The new standards which have been issued but are not effective yet in the financial year beginning on 1 January 2024 have been presented in the Group's consolidated financial statements for the year ended 31 December 2024 (note 6).
The Condensed Consolidated Interim Financial Statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's consolidated financial statements and the notes there to for the year ended 31 December 2024, which were authorized for issue on 29 April 2025. The interim financial results are not necessarily indicative of the full year results.
The functional currency of GTC S.A. and most of its subsidiaries is euro, as the Group primarily generates and expends cash in euro: prices (rental income) are denominated in euro and all external borrowings are denominated in euro or hedged to euro through swap instruments.
The functional currency of some of GTC's subsidiaries is other than euro. The financial statements of those companies prepared in their functional currencies are included in the consolidated financial statements by a translation into euro using appropriate exchange rates outlined in IAS 21 The Effects of Changes in Foreign Exchange Rates. Assets and liabilities are translated at the period end exchange rate, while income and expenses are translated at average exchange rates for the period if it approximates actual rate. All resulting exchange differences are classified in equity as "Foreign currency translation reserve" without affecting earnings for the period.
As of 31 March 2025, the Group's negative net working capital (defined as current assets less current liabilities) amounted to EUR 42.0. It was mainly a result of presentation of bank loans in Germany entities in the amount of EUR 100.7 as current liabilities.
Portfolio Kaiserslautern I GmbH & Co. KG, Portfolio Kaiserslautern II GmbH & Co. KG, Portfolio Kaiserslautern III GmbH, Portfolio KL Betzenberg IV GmbH and Portfolio KL Betzenberg V GmbH signed the annex with DZ Hyp which extended repayment date from 31 March to 30 June 2025. The principal amount outstanding under the loans was EUR 93.8. Portfolio Kaiserslautern VII GmbH signed the annex with Sparkasse Kaiserslautern which extended repayment date from 31 March to 30 September 2025. The principal amount outstanding under the loan was EUR 6.9. The Company's Management Board is taking appropriate actions to secure refinancing and ongoing negotiations are in place.
The management has analysed cash flow projections for the next 12 months from the date of these interim condensed consolidated financial statements, considering the timing, nature and scale of potential financing needs of particular subsidiaries and believes that risks are under management control for paying current financial liabilities. Management assessed that cash on hand, as well as, expected operating cash-flows will be sufficient to fund the Group's anticipated cash requirements for working capital purposes, for at least the next twelve months from the date of the financial statements. Management's look-back review also supported assumption of the forecasted operating cash flows sufficiency. Management extended the analysis of factors mitigating going concern risk beyond the standard operating activities. Based on the market interest in the assets held by the Group, the Management sees strong potential to generate substantial proceeds from the disposal of particular assets. Furthermore, the Management is also assessing the opportunity of obtaining additional external financing secured against the Group's currently unencumbered assets as well as securing refinancing of current loans (mainly related to German portfolio as described above). Taking into account cash flow projections for the next 12 months, even considering current negative Group's net working capital, Management concluded that there is
no material uncertainty as to the Group's ability to continue as a going concern. Consequently, the interim condensed consolidated financial statements have been prepared on the assumption that the Group companies will continue as a going concern in the foreseeable future, for at least twelve months from the date of the financial statements.
There were no changes in significant accounting estimates and management's judgements during period. In particular judgement regarding the Call Option for the non-controlling shares held by LFH Portfolio Acquico S.À R.L. and ZNL Investment S.À R.L. and related to it assessment that the risk and rewards relating to the noncontrolling interest covered by the Call Option have already been transferred to GTC together with its implications in respect to accounting treatment and presentation of Participating Notes as equity instrument in accordance with IAS 32. The Management as at 31 December 2024 believed that the exercise of the Call Option was within their control and already recognized the liability for that exercise this approach is still in place as of 31 March 2025 and described in Note 1 Principal Activities Side Agreement to payment terms for exercise of the Call Option has no impact on accounting treatment in this respect and related Management's judgements remain unchanged.
3. Significant accounting policies, new standards, interpretations and amendments adopted
The accounting policies adopted in the preparation of the Condensed Consolidated Interim Financial Statements are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2024 (see note 6 to the consolidated financial statements for 2024).
STANDARDS ISSUED BUT NOT YET EFFECTIVE:
- Annual Improvements to IFRS Accounting Standards (issued in July 2024 and effective from 1 January 2026),
- Amendments to IFRS 9, Financial Instruments, and IFRS 7, Financial Instruments: Disclosures, Amendments to the Classification and Measurement of Financial Instruments (effective for annual reporting periods beginning on or after 1 January 2026),
- IFRS 18 Presentation and Disclosure in Financial Statements (issued on 9 April 2024 and effective for annual periods beginning on or after 1 January 2027).
The Group is currently assessing the impact of the amendments on its financial statements. The requirements of the new IFRS 18 standard mainly concern three issues: the statement of profit or loss, required disclosures regarding performance measures and issues related to the aggregation and disaggregation of information included in the financial statements, which will affect the data presentation and disclosures in the consolidated financial statements.
Other standards issued but not effective are not expected to impact the Group's financial statements.
The effective dates are dates provided by the International Accounting Standards Board. Effective dates in the European Union may differ from the effective dates provided in standards and are published when the standards are endorsed by the European Union.
4. Investments in subsidiaries
The Group structure is consistent with presented in the Group's annual consolidated financial statements for the year ended 31 December 2024 (see note 8 to the consolidated financial statements for 2024) except for the following change occurred in the three-month period ended 31 March 2025:
sold shares of Portfolio Kaiserslautern II GmbH & Co. KG (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg) to AcquiCo K´lautern II GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg),
- sold shares of Portfolio Kaiserslautern III GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg) to AcquiCo K´lautern III GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg),
- sold shares of Portfolio Heidenheim I GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg) to AcquiCo Heidenheim I GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg),
- sold shares of Portfolio Helmstedt GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg) to AcquiCo Helmstedt GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg),
- sold shares of Portfolio KL Betzenberg IV GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg) to AcquiCo KL Betzenberg IV GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg),
- sold shares of Portfolio KL Betzenberg V GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg) to AcquiCo KL Betzenberg V GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg),
- sold shares of Portfolio Kaiserslautern VII GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg) to AcquiCo K´lautern VII GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg),
- sold shares of Portfolio Kaiserslautern I GmbH & Co. KG (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg) to Portfolio K'lautern I November SARL (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg),
- sold shares of Portfolio Kaiserslautern VI GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg) to Portfolio K'lautern IV November SARL (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg),
- sold shares of AcquiCo Heidenheim GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg) to Portfolio Heidenheim I November SARL (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg),
- sold shares of AcquiCo Helmstedt GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg) to Portfolio Helmstedt November SARL (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg),
- sold shares of AcquiCo K´lautern II GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg) to Portfolio Kaiserslautern II November SARL (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg),
- sold shares of AcquiCo K´lautern III GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg) to Portfolio Kaiserslautern III November SARL (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg),
- sold shares of AcquiCo K´lautern VII GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg) to Portfolio Kaiserslautern VII November SARL (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg),
- sold shares of AcquiCo KL Betzenberg IV GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg) to Portfolio KL Betzenberg IV November SARL (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg),
- sold shares of AcquiCo KL Betzenberg V GmbH (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg) to Portfolio KL Betzenberg V November SARL (wholly-owned subsidiary of GTC Paula SARL seated in Luxembourg),
- purchase of shares of Chino Invest Ingatlanhasznosító Kft (wholly-owned subsidiary of GTC Origine Investments Pltd. seated in Hungary),
- purchase of shares of Infopark H Építési Terület Kft (wholly-owned subsidiary of GTC Origine Investments Pltd. seated in Hungary),
- sold shares of GTC VRSMRT Projekt Kft. (wholly-owned subsidiary of GTC Origine seated in Hungary),
- sold shares of GTC Trinity d.o.o. (wholly-owned subsidiary of GTC S.A. seated in Poland),
- sold shares of Glamp d.o.o. Beograd (subsidiary of GTC S.A. seated in Poland and GTC Hungary Real Estate Development Company Pltd. seated in Hungary).
5. Segmental analysis
The operating segments are aggregated into reportable segments, taking into consideration the nature of the business, operating markets, and other factors. Operating segments are identified by geographical zones, which have common characteristics and reflect the nature of management reporting structure: Poland, Hungary, Germany, Bucharest, Belgrade, Sofia, Zagreb and others. The Management Board is the Chief Operating Decision Maker (CODM) and monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment profit measure is gross margin from operations.
Financial data prepared for the purpose of management reporting, on which segment reporting is based, is based on the same accounting principles that are used in the preparation of the consolidated financial statements of the Group.
Rental revenue in Germany segment is generated through the letting of residential units based on rental agreements, which all qualify as operating leases, and recognized in accordance with IFRS 16.
Sector analysis of rental and service charge income for the three-month period ended 31 March 2025 and 31 March 2024 is presented below:
| Three-month period ended 31 March |
|||
|---|---|---|---|
| 2025 | 2024 | ||
| Rental income from office sector | 19.3 | 21.3 | |
| Service charge revenue from office sector | 6.8 | 6.8 | |
| Rental income from retail sector | 13.2 | 13.0 | |
| Service charge revenue from retail sector | 4.7 | 4.6 | |
| Rental income from residential sector | 5.8 | - | |
| TOTAL | 49.8 | 45.7 |
Segment analysis of rental income and costs from office, retail and residential sector for the three-month period ended 31 March 2025 and 31 March 2024 is presented below:
| Three-month period ended 31 March 2025 | Three-month period ended 31 March 2024 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Portfolio | Rental revenue |
Service charge revenue |
Service charge costs |
Gross margin from operations |
Rental revenue |
Service charge revenue |
Service charge costs |
Gross margin from operations |
|||
| Poland | 12.0 | 4.6 | (6.4) | 10.2 | 12.9 | 4.4 | (5.5) | 11.8 | |||
| Belgrade | 2.3 | 0.8 | (1.1) | 2.0 | 2.8 | 1.0 | (0.9) | 2.9 | |||
| Germany | 5.8 | - | (2.0) | 3.8 | - | - | - | - | |||
| Hungary | 9.3 | 3.5 | (4.4) | 8.4 | 9.3 | 3.4 | (4.0) | 8.7 | |||
| Bucharest | 2.7 | 0.7 | (0.9) | 2.5 | 2.7 | 0.7 | (0.8) | 2.6 | |||
| Zagreb | 2.3 | 0.9 | (1.2) | 2.0 | 2.6 | 1.0 | (1.1) | 2.5 | |||
| Sofia | 3.9 | 1.0 | (1.5) | 3.4 | 4.0 | 0.9 | (1.2) | 3.7 | |||
| Total | 38.3 | 11.5 | (17.5) | 32.3 | 34.3 | 11.4 | (13.5) | 32.2 |
| Real estate1 |
Cash and deposits |
Segmental analysis of assets and liabilities as of 31 March 2025: Other assets |
Total assets |
Loans, bonds and leases2 |
Deferred tax liabilities |
Other liabilities |
Total liabilities |
|
|---|---|---|---|---|---|---|---|---|
| Poland | 800.1 | 72.3 | 12.4 | 884.8 | 237.2 | 52.6 | 20.5 | 310.3 |
| Belgrade | 129.0 | 1.7 | 2.2 | 132.9 | 0.9 | - | 4.5 | 5.4 |
| Hungary | 822.5 | 25.8 | 30.8 | 879.1 | 257.0 | 21.8 | 26.3 | 305.1 |
| Bucharest | 176.5 | 3.4 | 2.3 | 182.2 | 6.3 | 13.1 | 3.3 | 22.7 |
| Zagreb | 107.2 | 4.6 | 13.4 | 125.2 | 43.7 | 16.5 | 4.3 | 64.5 |
| Sofia | 195.3 | 12.9 | 1.2 | 209.4 | 91.1 | 9.0 | 6.8 | 106.9 |
| Germany | 474.2 | 5.1 | 17.0 | 496.3 | 380.2 | 2.9 | 57.2 | 440.3 |
| Other | 40.5 | 0.1 | 0.3 | 40.9 | 1.9 | - | 0.1 | 2.0 |
| Non allocated3 |
- | 24.5 | 167.9 | 192.4 | 650.3 | 17.5 | 41.1 | 708.9 |
| Total | 2,745.3 | 150.4 | 247.5 | 3,143.2 | 1,668.6 | 133.4 | 164.1 | 1,966.1 |
Segmental analysis of assets and liabilities as of 31 March 2025:
Segmental analysis of assets and liabilities as of 31 December 2024:
| Real estate1 |
Cash and deposits |
Other assets |
Total assets |
Loans, bonds and leases2 |
Deferred tax liabilities |
Other liabilities |
Total liabilities |
|
|---|---|---|---|---|---|---|---|---|
| Poland | 893.4 | 29.2 | 10.5 | 933.1 | 277.7 | 54.4 | 20.8 | 352.9 |
| Belgrade | 181.0 | 4.6 | 2.7 | 188.3 | 26.1 | 2.6 | 6.1 | 34.8 |
| Hungary | 802.7 | 26.0 | 23.8 | 852.5 | 259.2 | 22.4 | 29.2 | 310.8 |
| Bucharest | 177.1 | 3.9 | 1.0 | 182.0 | 6.9 | 12.8 | 3.0 | 22.7 |
| Zagreb | 112.2 | 3.1 | 13.5 | 128.8 | 43.8 | 16.5 | 4.1 | 64.4 |
| Sofia | 195.4 | 11.9 | 1.1 | 208.4 | 91.1 | 8.8 | 5.7 | 105.6 |
| Germany | 473.9 | 7.1 | 18.7 | 499.7 | 381.1 | 3.5 | 58.1 | 442.7 |
| Other | 40.5 | 0.1 | 0.3 | 40.9 | 1.9 | - | 1.0 | 2.9 |
| Non allocated3 | - | 13.1 | 176.8 | 189.9 | 644.1 | 18.1 | 48.3 | 710.5 |
| Total | 2,876.2 | 99.0 | 248.4 | 3,223.6 | 1,731.9 | 139.1 | 176.3 | 2,047.3 |
1 Comprise investment property, residential landbank, assets held for sale and value of buildings (including right of use).
2 Excluding deferred issuance debt expenses.
3 Other assets represent mainly non-current financial assets. Loans, bonds and leases comprise mainly issued bonds. Other liabilities include mainly derivatives.
6. Finance costs
Finance costs for the three-month period ended 31 March 2025 and 31 March 2024 comprise the following amounts:
| Three-month period ended 31 March |
|||
|---|---|---|---|
| 2025 | 2024 | ||
| Interest expenses4 (including hedge effect) |
13.1 | 8.1 | |
| Finance costs related to lease liability | 0.3 | 0.7 | |
| Other | 4.0 | 0.5 | |
| Total | 17.4 | 9.3 |
The weighted average interest rate (including hedges) on the Group's loans as of 31 March 2025 was 3.63% p.a. (3.45% p.a. as of 31 December 2024).
7. Non-controlling interest
The Company's subsidiary (Euro Structor d.o.o.) that holds Avenue Mall granted in 2018 to its shareholders a loan, pro-rata to their stake in the subsidiary. The loan principal and interest shall be repaid by 30 December 2026. If Euro Structor renders a resolution for the distribution of dividend, Euro Structor has the right to set-off the dividend against the loan. In case a shareholder will sell its stake in Euro Structor, the loan shall be due for repayment upon the sale. Loan was granted on market terms.
The Company has indirectly, through its subsidiary, GTC Paula SARL 89.9% of the limited liability partnerships: Kaiserslautern I GmbH & Co. KG (or its legal successor) and Kaiserslautern II GmbH & Co. KG (or its legal successor) and from LFH Portfolio Acquico S.À R.L., 89.9% of the limited liability companies: Portfolio Kaiserslautern III GmbH, Portfolio KL Betzenberg IV GmbH, Portfolio KL Betzenberg V GmbH, Portfolio Kaiserslautern VI GmbH, Portfolio Heidenheim I GmbH, Portfolio Kaiserslautern VII GmbH and Portfolio Helmstedt GmbH. In addition, the Company has indirectly 51% of the shares in the property managing company managing the Portfolio, GTC Peach Verwaltungs GmbH.
Summarized financial information of the material non-controlling interest as of 31 March 2025 and 31 December 2024 is presented below:
| Euro Structor d.o.o. 31.03.2025 |
Germany Portfolio 31.03.2025 |
Total 31.03.2025 |
Euro Structor d.o.o. 31.12.2024 |
Germany Portfolio 31.12.2024 |
Total 31.12.2024 |
|
|---|---|---|---|---|---|---|
| Non-current assets | 140.8 | 502.3 | 643.1 | 140.4 | 500.8 | 641.2 |
| Current assets | 4.7 | 13.6 | 18.3 | 3.8 | 17.7 | 21.5 |
| Total assets | 145.5 | 515.9 | 661.4 | 144.2 | 518.5 | 662.7 |
| Equity | 84.6 | 221.3 | 305.9 | 83.0 | 220.4 | 303.4 |
| Non-current liabilities | 59.5 | 181.5 | 241.0 | 59.5 | 181.1 | 240.6 |
| Current liabilities | 1.4 | 113.1 | 114.5 | 1.7 | 117.0 | 118.7 |
| Total equity and liabilities | 145.5 | 515.9 | 661.4 | 144.2 | 518.5 | 662.7 |
| Revenue | 3.2 | 5.8 | 9.0 | 12.5 | - | 12.5 |
| Profit /(loss) for the year | 1.6 | 1.2 | 2.8 | 7.1 | - | 7.1 |
| Other comprehensive profit/(loss) |
- | - | - | - | - | - |
| NCI share in equity | 25.4 | 23.7 | 49.1 | 24.9 | 23.6 | 48.5 |
| Loan granted to NCI | (11.7) | - | (11.7) | (11.6) | - | (11.6) |
| NCI share in profit / (loss) | 0.5 | 0.1 | 0.6 | 2.1 | - | 2.1 |
4 Comprise interest expenses on financial liabilities that are not fair valued through profit or loss.
8. Investment Property
Investment property that are owned by the Group are office, residential and commercial space, including properties under construction.
Completed assets are valued using discounted cash flow (DCF) method. Completed investment properties are externally valued by independent appraisers at year end and semi-annually based on open market values (RICS Standards). For the purpose of Q1 quarterly interim condensed consolidated financial statements the Group receives letters from its external appraisers to verify if the market value of completed investment properties has not changed compared to previous quarter.
Investment property can be split up as follows:
| 31 March 2025 | 31 December 2024 | |
|---|---|---|
| unaudited | audited | |
| Completed investment property | 2,388.1 | 2,387.8 |
| Investment property under construction | 152.5 | 141.6 |
| Investment property landbank | 103.1 | 111.4 |
| Right of use of lands under perpetual usufruct (IFRS 16) | 45.5 | 33.8 |
| Total | 2,689.2 | 2,674.6 |
The movement in investment property for the periods ended 31 March 2025 and 31 December 2024 were as follows:
| Right of use of lands under perpetual usufruct (IFRS 16) |
Completed investment property |
Investment property under construction |
Landbank | Total | |
|---|---|---|---|---|---|
| Carrying amount as of | 40.0 | 2,007.4 | 67.5 | 158.5 | 2,273.4 |
| 1 January 2024 Capitalised expenditures |
- | 34.5 | 48.5 | 2.1 | 85.1 |
| Purchase of completed assets, investment | |||||
| property under construction and land | - | - | 13.8 | - | 13.8 |
| Reclassification5 | - | - | 4.1 | (4.1) | - |
| Sale6 | - | (27.3) | - | (3.3) | (30.6) |
| Acquisition | 7.3 | 452.1 | - | - | 459.4 |
| Adjustment to fair value / (impairment) | - | (30.6) | 7.7 | 13.2 | (9.7) |
| Revaluation of right of use of lands under perpetual usufruct |
(0.3) | - | - | - | (0.3) |
| Reclassified to assets held for sale7 | (38.2) | (49.5) | - | (55.0) | (142.7) |
| Change in right of use of lands under perpetual usufruct |
23.5 | - | - | - | 23.5 |
| Foreign exchange differences | 1.5 | - | - | - | 1.5 |
| Other changes | - | 1.2 | - | - | 1.2 |
| Carrying amount as of 31 December 2024 |
33.8 | 2,387.8 | 141.6 | 111.4 | 2,674.6 |
| Capitalised expenditures | - | 6.7 | 10,9 | 0.1 | 17.8 |
| Exchange transaction8 | 12.2 | - | - | (8.3) | 3.9 |
| Change in right of use of lands under perpetual usufruct |
0.2 | - | - | - | 0.2 |
| Prepaid right of use of lands under perpetual usufruct |
(0.8) | - | - | - | (0.8) |
| Adjustment to fair value | - | (6.5) | - | (0.1) | (6.6) |
| Revaluation of right of use of lands under perpetual usufruct |
(0.2) | - | - | - | (0.2) |
| Other changes | - | 0.1 | - | - | 0.1 |
| Foreign exchange differences | 0.3 | - | - | - | 0.3 |
| Carrying amount as of 31 March 2025 |
45.5 | 2,388.1 | 152.5 | 103.1 | 2,689.2 |
5 Matrix D (new office development in Croatia) transferred from landbank to IPUC due to start of construction in December 2024.
6 On 31 December 2024, the Group finalized the sale of Matrix C and land plot in Sofia.
7 Glamp d.o.o. Beograd and land plot in Warsaw (Wilanów) was reclassified to assets held for sale.
8 Please refer to note 1 Principal activities.
Profit/(loss) from revaluation consists of the following:
| Three-month period ended 31 March |
||
|---|---|---|
| 2025 | 2024 | |
| Adjustment to fair value of completed investment property | (6.5) | (5.6) |
| Adjustment to the fair value of investment properties under construction |
- | - |
| Adjustment to the fair value of landbank | (0.1) | (0.1) |
| Total adjustment to fair value / (impairment) of investment property |
(6.6) | (5.7) |
| Adjustment to fair value of financial assets and other | (0.8) | 1.1 |
| Impairment of residential landbank | (0.7) | (0.1) |
| Revaluation of right of use of lands under perpetual usufruct (including residential landbank) |
(0.2) | (1.0) |
| Total recognised in profit or loss | (8.3) | (5.7) |
Assumptions used in the fair value valuations of completed assets (office and retail) as of 31 March 2025:
| Portfolio | Book value | GLA thousand |
Actual Average Occupancy |
Actual Average rent |
Actual Average ERV9 |
Actual Average Yield10 |
|---|---|---|---|---|---|---|
| €'000 000 | sqm | % | Euro/ sqm/m | Euro/ sqm/m | % | |
| Poland office | 325.0 | 199 | 75% | 15.1 | 14.5 | 8.3% |
| Poland retail | 435.1 | 113 | 94% | 22.1 | 23.4 | 6.5% |
| Belgrade retail | 90.1 | 34 | 99% | 19.8 | 21.4 | 8.9% |
| Hungary office | 606.9 | 203 | 86% | 19.2 | 17.7 | 6.6% |
| Hungary retail | 22.2 | 6 | 100% | 20.7 | 21.4 | 7.4% |
| Bucharest office | 161.4 | 62 | 82% | 18.5 | 18.7 | 7.0% |
| Zagreb office | 14.8 | 7 | 100% | 16.5 | 15.3 | 9.2% |
| Zagreb retail | 86.0 | 28 | 97% | 22.8 | 23.8 | 8.6% |
| Sofia office | 113.6 | 52 | 85% | 17.0 | 16.3 | 7.9% |
| Sofia retail | 80.6 | 23 | 99% | 24.9 | 24.6 | 8.4% |
| Total | 1,935.7 | 727 | 86% | 18.9 | 16.3 | 7.3% |
9 ERV- Estimated Rent Value (the open market rent value that a property can be reasonably expected to attain based on characteristics such
as a condition of the property, amenities, location, and local market conditions). 10 Average yield is calculated as in-place rent divided by fair value of asset.
Assumptions used in the fair value valuations of completed assets (residential) as of 31 March 2025 are presented below:
| Portfolio | Book value | GLA thousand |
Actual Average Occupancy |
Actual Average rent | Current Discount Rate11 |
|---|---|---|---|---|---|
| sqm | % | EUR/ sqm/m | % | ||
| Kaiserslautern | 212.5 | 135 | 89% | 7.1 | 4.1% |
| Heidenheim | 97.1 | 58 | 90% | 7.6 | 4.0% |
| Helmstedt | 64.4 | 62 | 85% | 6.4 | 4.9% |
| Schöningen | 45.3 | 50 | 75% | 6.4 | 5.3% |
| Other | 33.1 | 20 | 70% | 7.8 | 4.4% |
| Total | 452.4 | 325 | 85% | 7.0 | 4.2% |
Assumptions used in the fair value valuations of completed assets (office and retail) as of 31 December 2024:
| GLA | Average | Actual Average |
Average | Average | ||
|---|---|---|---|---|---|---|
| Portfolio | Book value | thousand | Occupancy | rent | ERV1 | Yield12 |
| €'000 000 | sqm | % | Euro/ sqm/m | Euro/ sqm/m | % | |
| Poland office | 325.0 | 199 | 74% | 15.2 | 14.5 | 8.3% |
| Poland retail | 435.1 | 113 | 94% | 22.8 | 23.4 | 6.7% |
| Belgrade retail | 90.1 | 34 | 99% | 20.1 | 21.4 | 9.0% |
| Hungary office | 606.9 | 203 | 86% | 19.3 | 17.7 | 6.6% |
| Hungary retail | 22.2 | 6 | 100% | 20.4 | 21.4 | 7.3% |
| Bucharest office | 161.4 | 62 | 82% | 18.5 | 18.6 | 6.9% |
| Zagreb office | 14.8 | 7 | 100% | 16.5 | 15.3 | 9.2% |
| Zagreb retail | 86.0 | 28 | 99% | 22.6 | 23.8 | 8.6% |
| Sofia office | 113.6 | 52 | 85% | 16.7 | 16.3 | 7.7% |
| Sofia retail | 80.6 | 23 | 100% | 24.5 | 24.6 | 8.3% |
| Total | 1,935.7 | 727 | 85% | 19.0 | 16.2 | 7.3% |
Assumptions used in the fair value valuations of completed assets (residential) as of 31 December 2024 are presented below:
| Portfolio | Book value | GLA thousand |
Average Occupancy |
Actual Average rent | Current Discount Rate12 |
|---|---|---|---|---|---|
| sqm | % | EUR/ sqm/m | % | ||
| Kaiserslautern | 212.2 | 135 | 86% | 7.1 | 4.1% |
| Heidenheim | 97.1 | 58 | 88% | 7.6 | 4.0% |
| Helmstedt | 64.4 | 62 | 83% | 6.4 | 4.9% |
| Schöningen | 45.3 | 50 | 73% | 6.4 | 5.3% |
| Other | 33.1 | 20 | 71% | 7.8 | 4.4% |
| Total | 452.1 | 325 | 83% | 7.0 | 4.2% |
11 The discount rate is the percentage rate used to discount all cash flows. The level of the chosen discount rate (per cashflow or valuation) reflects the risk assessment.
12 The discount rate is the percentage rate used to discount all cash flows. The level of the chosen discount rate (per cashflow or valuation) reflects the risk assessment.
Information regarding book value of investment property under construction:
| Estimated area (GLA) | |||
|---|---|---|---|
| 31 March 2025 | 31 December 2024 | thousand sqm | |
| Budapest (Center Point III) | 96.7 | 89.0 | 36 |
| Budapest (G-Delta Andrassy) | 23.6 | 23.6 | 4 |
| Budapest (Rose Hill Business Campus) | 11.7 | 10.7 | 11 |
| Zagreb (Matrix D) | 6.3 | 4.1 | 11 |
| Berlin area (Elibre) | 14.2 | 14.2 | 4 |
| Total | 152.5 | 141.6 | 66 |
Information regarding book value of investment property landbank for construction:
| 31 March 2025 | 31 December 2024 | |
|---|---|---|
| Poland | 11.3 | 11.3 |
| Hungary | 46.2 | 47.4 |
| Serbia | 37.9 | 37.9 |
| Romania | 7.7 | 7.7 |
| Croatia | - | 7.1 |
| Total | 103.1 | 111.4 |
9. Derivatives
The Group holds instruments (i.e. IRS, CAP and cross-currency interest rate SWAP) that hedge the risk connected with fluctuations of interest rates and currencies rates. The instruments hedge interest and foreign exchange rates on loans and bonds for periods up to 10 years.
Derivatives are presented in financial statements as below:
| 31 March 2025 | 31 December 2024 | |
|---|---|---|
| unaudited | audited | |
| Non-current assets | 0.1 | 0.4 |
| Current assets | 4.2 | 5.6 |
| Non-current liabilities | (34.2) | (37.0) |
| Current liabilities | (0.2) | (0.2) |
| Total | (30.1) | (31.2) |
The movements in derivatives for the periods ended 31 March 2025 and 31 December 2024 were as follows:
| 31 March 2025 unaudited |
31 December 2024 audited |
|
|---|---|---|
| Fair value as of the beginning of the period | (31.2) | (4.5) |
| Charged to other comprehensive income | (1.1) | (18.3) |
| Charged to profit or loss13 | 2.2 | (8.4) |
| Fair value as of the end of the period | (30.1) | (31.2) |
13 This amounts reflects hedging effect that was within reporting period recognised initially in OCI and exercised in P&L in accordance to GTC hedge accounting principles. This profit/loss mainly offset mainly a foreign exchange differences on bonds nominated in HUF (P&L effect in line Foreign exchange differences).
The movements in hedge reserve presented in equity for the periods ended 31 March 2025 and 31 December 2024 were as follows:
| 31 March 2025 unaudited |
31 December 2024 audited |
|
|---|---|---|
| Hedge reserve as of the beginning of the period | (13.7) | 0.7 |
| Charged to other comprehensive income | 1.1 | (26.7) |
| Realized in the period (charged to profit or loss)14 | (2.2) | 8.4 |
| Total impact on other comprehensive income | (1.1) | (18.3) |
| Income tax on hedge transactions | 0.3 | 2.3 |
| Other | - | 1.6 |
| Hedge reserve as of the end of the period | (14.5) | (13.7) |
Derivatives are measured at fair value at each reporting date. Valuations of hedging derivatives are considered as level 2 fair value measurements. Fair value of derivatives is measured using cash flow models based on the data from publicly available sources.
The Company applies cash flow hedge accounting and uses derivatives as hedging instruments. The Group uses both qualitative and quantitative methods for assessing effectiveness of the hedge. All derivatives are measured at fair value, effective part is included in other comprehensive income and reclassified to profit or loss when hedged item affects P&L.
The Group uses IRSs and CAPs for hedging interest rate risk on loans, and cross-currency interest rate SWAPs for hedging both interest rate risk and currency risk on bonds denominated in foreign currencies.
10. Long-term borrowings (loans and bonds)
| 31 March 2025 | 31 December 2024 | |
|---|---|---|
| unaudited | audited | |
| Bonds | 650.0 | 644.2 |
| Bank loans | 981.9 | 985.7 |
| Long-term borrowings' acquisition costs | (18.6) | (20.3) |
| Total borrowings | 1,613.3 | 1,609.6 |
| Of which | ||
| Long-term borrowings | 1,446.4 | 1,389.6 |
| Short-term borrowings | 166.9 | 220.0 |
| Total borrowings | 1,613.3 | 1,609.6 |
Bank loans are secured with mortgages over the assets and with security deposits together with assignment of the associated receivables and insurance rights.
In its financing agreements with banks, the Group undertakes to comply with certain financial covenants that are listed in those agreements. The main covenants are: maintaining at an agreed level Loan-to-Value and Debt Service Coverage ratios by the company that holds the project.
As at 31 March 2025, the Group complied with the financial covenants set out in the loan agreements and bonds terms.
14 This amounts reflects hedging effect that was within reporting period recognised initially in OCI and exercised in P&L in accordance to GTC hedge accounting principles. This profit/loss mainly offset mainly a foreign exchange differences on bonds nominated in HUF (P&L effect in line Foreign exchange differences).
In addition, substantially, all investment properties and investment properties under construction that were financed by lenders have been pledged. Fair value of the pledged assets exceeds the carrying value of the related loans.
Green Bonds (series maturing in 2027-2030) and green bonds (series maturing in 2028-2031) are denominated in HUF. All other bank loans and bonds are denominated in EUR.
Repayments of long-term debt and interest are scheduled as follows (the amounts are not discounted):
| 31 March 2025 unaudited |
31 December 2024 audited |
|
|---|---|---|
| First year15 | 225.2 | 264.8 |
| Second year | 796.8 | 796.7 |
| Third year | 117.2 | 139.5 |
| Fourth year | 183.7 | 77.0 |
| Fifth year | 344.1 | 195.8 |
| Thereafter | 156.0 | 362.3 |
| Total | 1,823.0 | 1,836.1 |
11. Assets held for sale and liabilities related to assets held for sale
The balances of assets held for sale as of 31 March 2025 and 31 December 2024 were as follows:
| 31 March 2025 unaudited |
31 December 2024 audited |
|
|---|---|---|
| Landbank in Poland | 8.4 | 101.4 |
| Glamp d.o.o. Beograd16 | - | 55.8 |
| Total | 8.4 | 157.2 |
On 17 January 2025, the Group finalized the sale of land plot in Warsaw (Wilanów district). On 31 January 2025, the Group finalized the sale of the entire share capital of Serbian subsidiary Glamp d.o.o. Beograd (Project X) – further details about that transaction are presented in note 1 Principal activities.
The balances of liabilities related to assets held for sale as of 31 March 2025 and 31 December 2024 were as follows:
| 31 March 2025 | 31 December 2024 | |
|---|---|---|
| unaudited | audited | |
| Landbank in Poland | 1.5 | 39.6 |
| Glamp d.o.o. Beograd17 | - | 29.6 |
| Total | 1.5 | 69.2 |
15 To be repaid during 12 months from the reporting date.
16 Balance consists mainly of investment property in the value of EUR 52.2.
17 Balance consists mainly of bank loan in the value of EUR 25.
12. Taxation
Regulations regarding VAT, corporate income tax and social security contributions are subject to frequent changes. These frequent changes result in there being little point of reference, inconsistent interpretations and few established precedents that may be followed. The binding regulations also contain uncertainties, resulting in differences in opinion regarding the legal interpretation of tax regulations both between government bodies, and between government bodies and companies. Tax settlements and other areas of activity (e.g. customs or foreign currency related issues) may be subject to inspection by administrative bodies authorised to impose high penalties and fines, and any additional taxation liabilities calculated as a result must be paid together with high interest.
13. Capital and Reserves
Shareholders who, as of 31 March 2025, held above 5% of the Company shares were as follows:
- GTC Dutch Holdings B.V
- Powszechne Towarzystwo Emerytalne PZU S.A. (managing Otwarty Fundusz Emerytalny PZU "Złota Jesień")
- Powszechne Towarzystwo Emerytalne Allianz Polska S.A. (managing Allianz Polska Otwarty Fundusz Emerytalny)
14. Cash and cash equivalents
Cash balance mainly consists of cash at banks. Cash at banks earns interest at floating rates based on term deposits' rates. All cash and cash equivalents are available for use by the Group. GTC Group cooperates mainly with banks with investment rating above B. The major bank, where the Group deposits 37% of cash and cash equivalents and blocked deposits is a financial institution with credit rating BBB+. Second bank with major Group's cash and cash equivalents and blocked deposits (19%) is an institution with credit rating BBB-. The Group monitors ratings of banks and manages concentration risk by allocating deposits in multiple financial institutions (over 10).
For the purpose of the statement of cash flows, cash and cash equivalents comprise the following at 31 March 2025, 31 December 2024 and 31 March 2024:
| 31 March 2025 | 31 December 2024 | 31 March 2024 | |
|---|---|---|---|
| Cash at banks and on hand | 63.1 | 53.4 | 122.5 |
| Cash at banks related to assets held for sale | - | 1.8 | - |
| Cash and cash equivalents at the end of the period | 63.1 | 55.2 | 122.5 |
15. Non-current financial assets measured at fair value through profit or loss
As of 31 March 2025 and 31 December 2024 the fair value of non-current financial assets was as follows:
| 31 March 2025 | 31 December 2024 | |
|---|---|---|
| unaudited | audited | |
| Notes (Ireland) | 120.9 | 120.4 |
| Units (Trigal) | 16.5 | 16.5 |
| NAP shares | 4.4 | 4.4 |
| Bonds (ISIN HU0000362207) | - | 3.8 |
| ACP Fund | 3.0 | 3.0 |
| Grid Parity Bond | 6.6 | 6.6 |
| Other | 0.2 | - |
| Total | 151.6 | 154.7 |
15.1 Notes (Ireland)
On 9 August 2022, a subsidiary of the Company invested via a debt instrument into a joint investment into the innovation park in County Kildare, Ireland (further Kildare Innovation Campus or "KIC"). The project involves the construction of a data centre with power capacity of up to 179 MWs, as well a life science and technology campus. GTC's investment comprised acquiring upfront notes in the value of EUR 115 and in accordance with the investment documentations GTC is obliged to further invest up to agreed amount of ca. EUR 9 to cover the costs indicated in the business plan and comprising such costs as permitting, financing, capex as well as operating costs of the business. As of 31 March 2025 the Company has already additionally invested EUR 5.1, which were spent in accordance with the business plan as indicated above.
The investment was executed by acquisition of 25% of notes (debt instrument) issued by a Luxembourg securitization vehicle, a financial instrument which gives the right to return at the exit from the project and dependent on the future net available proceeds derived from the project, including a promote mechanism. The maturity date for these notes is 9 August 2032. GTC expects to execute a cash inflow from the project at the maturity date or at an early exit date.
The investment is treated as joint investment due to the following: GTC has indirect economical rights through their notes protected by the GTC's consent to the reserved matters such as material deviation from the business plan, partial or total disposal of material assets [transfer of units] etc. This debt instrument does not meet the SPPI test therefore it is measured at fair value through profit or loss.
Kildare Innovation Campus, located outside of Dublin, extends over 72 ha (of which 34 ha is undeveloped). There are nine buildings that form the campus (around 101,685 sqm): six are lettable buildings with designated uses including industrial, warehouse, manufacturing and office/lab space. In addition, there are three amenity buildings, comprising a gym, a plant area, a campus canteen, and an energy center. The KIC currently generates around EUR 3.7 gross rental income per annum from the rental of the office and warehouse space and parking spaces on the KIC grounds.
A masterplan was permitted whereby the site and the campus are planned to be converted into a Life Science and Technology campus with a total of approximately 148,000 sq m. The planning permit was issued initially on 7 September 2023 and was finalized on 22 January 2024.
In February 2024 the contract with a major tenant was signed which is in line with the planning permit.
The next milestone are landlord responsible delivery of site highways and infrastructure works to be completed by end of 2025.
GTC's investment is protected by customary investor protection mechanisms in the case of certain significant project milestones are not achieved in a satisfactory manner.
As of 31 December 2024 the fair value of the notes was valued by Kroll Advisory (Ireland) Limited ("Kroll") in accordance with IFRS 13 Fair Value Measurement (fair value at level 3). Kroll estimated the range of fair value
of the notes between EUR 120 and EUR 140. Considering no significant difference between the valuation and book value, no update to the balance as of 31 December 2024 in regards to the Ireland investment amount was presented. The project value used in the valuation of the instrument was established by Kroll Advisory (Ireland) Limited as of 31 December 2024, in accordance with the appropriate sections of the Valuation Technical and Performance Standards ("VPS") contained within the RICS Valuation – Global Standards 2022 (the "Red Book"). Key unobservable inputs used in the valuation are cost per MW, rent per KW/month and yield. Impact of changes by 2.5% or 5% in these inputs will not be higher than corresponding changes in GDV presented below.
Management concluded that the current book value of the notes represents their fair value, what is within the range estimated by Kroll.
The significant unobservable inputs used in the fair value measurement of the notes as of 31 March 2025 have not changed comparing to the significant unobservable inputs used in the fair value measurement as of 31 December 2024. Managements judgements and other assumptions in particular these in respect to future cashflows from investment remain unchanged since 31 December 2024 as well.
The following table presents significant unobservable inputs used in the fair value measurement of the notes.
| Significant unobservable inputs | Input |
|---|---|
| Estimated discount rate | 27.43% |
| Gross Development Value (GDV) | 4,200 EUR |
Information regarding inter-relationship between key unobservable inputs and fair value measurements is presented below:
| Total Fair Value of financial instrument | ||
|---|---|---|
| Increase | Decrease | |
| Change in estimated discount rate by 5% | 115.1 | 126.2 |
| Change in estimated discount rate by 10% | 110.2 | 132.5 |
| Change in estimated GDV by 2.5% | 124.3 | 116.5 |
| Change in estimated GDV by 5% | 128.2 | 112.8 |
15.2 Units (Trigal)
On 28 August 2022, GTC Origine Investments Pltd., a wholly-owned subsidiary of the Company, acquired 34% of units in Regional Multi Asset Fund Compartment 2 of Trigal Alternative Investment Fund GP S.á.r.l. ("Fund") for consideration of EUR 12.6 from an entity related to the Majority shareholder. The Fund is focused on commercial real estate investments in Slovenia and Croatia with a total gross asset value of EUR 68.75. The fund expected maturity is in Q4 2028. Valuation is based on fund management report, where NAV is measured at fair value allocated to our investment share (fair value at level 2).
15.3 ACP Fund
ACP Credit I SCA SICAV-RAIF (hereinafter referred as "ACP Fund") is a reserved alternative investment fund seated in Luxembourg with 2 compartments. GTC has a total commitment of EUR 5 in ACP Fund, and total of EUR 3 was called up to the end of September 2024. ACP Fund investment strategy is to build a portfolio of secured income-generating debt instruments in SMEs and medium-sized companies in Central Europe. Valuation is based on fund management report, where NAV is measured at fair value allocated to our investment share (fair value at level 2).
15.4 NAP shares
NAP registered capital is HUF 8.4 billion (ca. EUR 21.5) and it already produces "green energy" using 73 solar power plants with a total capacity of 57.6 MW (AC). Through a series of private and public capital raisings, NAP aim to achieve company growth to a total solar power capacity of around 100 MW (AC), which will significantly contribute to Hungary's annual renewable energy generation. Valuation is based on the public share price (fair value level 1).
On 11 October 2024, the Board of NAP Nyrt. appointed Mr. Balázs Gosztonyi as a member of the Supervisory Board of NAP Nyrt. The appointment is effective 11 October 2024.
15.5 Grid Parity Bond
Grid Parity Bonds were issued for 10 years by HG Energy Zrt on 17 July 2019 with fix interest rate of 4% p.a. The bonds will be repaid at the maturity on 15 July 2029. The bonds are measured at fair value through profit and loss. The measurement of the bonds is at fair value Level 1 based on public bond quotes.
16. Earnings per share
Basic earnings per share were calculated as follows:
| Three-month period ended 31 March |
||
|---|---|---|
| Unaudited | 2025 | 2024 |
| Result for the period attributable to equity holders (euro) | 1,000,000 | 9,300,000 |
| Weighted average number of shares for calculating basic earnings per share | 574,255,122 | 574,255,122 |
| Basic earnings per share (euro) | 0.00 | 0.02 |
Diluted earnings per share were calculated as follows:
| Three-month period ended 31 March |
||
|---|---|---|
| Unaudited | 2025 | 2024 |
| Result for the period attributable to equity holders (euro) | 1,000,000 | 9,300,000 |
| Weighted average number of shares for calculating diluted earnings per share | 619,243,626 | 574,255,122 |
| Diluted earnings per share (euro) | 0.00 | 0.02 |
Weighted average number of shares for calculating diluted earnings per share includes shares issued by Company (574,255,122) and equivalent of 44,988,504 shares related to participating notes issued by the Company (detailed description in note 28, section B in annual consolidated financial statement of the Group for the year ended 31 December 2024).
There have been no potentially dilutive and dilutive instruments as of 31 March 2024.
17. Related party transactions
There were no significant related party transactions in the three-month period ended 31 March 2025.
18. Changes in commitments, contingent assets and liabilities
There were no other significant changes in commitments and contingent liabilities.
There were no significant changes in litigation settlements in the current period.
19. Subsequent events
In April 2025 Management Board adopted the resolution concerning the sale of the office building Artico.
On 7 May 2025 the Group signed preliminary agreement regarding sale of landplot in Katowice. The sale price under the Agreement is EUR 3.8. Transaction should be finalized in the third quarter of 2025.
Events related to the acquisition of German portfolio which occurred after balance sheet date are described in note 1.
On 28 May 2025 the Supervisory Board of the Company adopted a resolution regarding the dismissal of Mr. Gyula Nagy from the position of the President of the Management Board of the Company and the appointment of Ms. Małgorzata Czaplicka to the position of the President of the Management Board of the Company, effective as of the moment of the adoption of the resolution.
20. Approval of the financial statements
The interim condensed consolidated financial statements were authorised for the issue by the Management Board on 28 May 2025.
Independent registered auditor's report on the review of the condensed consolidated interim financial statements
To the Shareholders and the Supervisory Board of Globe Trade Centre Spółka Akcyjna
Introduction
We have reviewed the accompanying condensed consolidated interim financial statements of Globe Trade Centre S.A. Group (hereinafter called "the Group"), having Globe Trade Centre S.A. as its parent company (hereinafter called "the Parent Company"), comprising the condensed consolidated interim statement of financial position as at 31 March 2025 and the condensed consolidated interim income statement, the condensed consolidated interim statement of comprehensive income, the condensed consolidated interim statement of changes in equity and the condensed consolidated interim statement of cash flows for three-month period then ended and the related explanatory notes. Management of the Parent Company is responsible for the preparation and presentation of these
condensed consolidated interim financial statements in accordance with the International Accounting Standard 34 Interim Financial Reporting as adopted by the European Union. Our responsibility is to express a conclusion on these condensed consolidated interim financial statements based on our review.
Scope of review
We conducted our review in accordance with the National Standard on Review Engagements 2410 in the wording of the International Standard on Review Engagements 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity as adopted by the National Council of Certified Auditors. A review of condensed consolidated interim financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.
A review is substantially less in scope than an audit conducted in accordance with National Standards on Auditing. Consequently, it does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim financial statements have not been prepared, in all material respect, in accordance with the International Accounting Standard 34 Interim Financial Reporting as adopted by the European Union.
Conducting the review on behalf of PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k., a company entered on the list of Registered Audit Companies with the number 144:
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Piotr Wyszogrodzki Dokument podpisany przez Piotr Wyszogrodzki Data: 2025.05.29 09:10:23 CEST
Key Registered Auditor No. in the registry 90091
Warsaw, 29 May 2025
PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp. k., ul. Polna 11, 00-633 Warsaw, Poland, T: +48 (22) 746 4000, F:+48 (22) 742 4040 , www.pwc.pl