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Sunrisemezz PLC

Interim / Quarterly Report Sep 30, 2025

10213_10-k_2025-09-30_94c4985c-7e02-4e87-84ce-24ae8fe72b65.pdf

Interim / Quarterly Report

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INTERIM REPORT AND CONDENSED FINANCIAL STATEMENTS for the period 1 January 2025 to 30 June 2025

INTERIM REPORT AND CONDENSED FINANCIAL STATEMENTS for the period 1 January 2025 to 30 June 2025

CONTENTS PAGE

Board of Directors and other officers 1
Interim report of the Board of Directors 2 - 3
Interim statement of profit or loss and other comprehensive income 4
Interim statement of financial position 5
Interim statement of changes in equity 6
Interim cash flow statement 7
Notes to the interim financial statements 8 - 13

BOARD OF DIRECTORS AND OTHER OFFICERS

Board of Directors: Nayia Morphi - Executive member
Maria Demetriou - Non-executive member
Zoe Christou Tziortzi - Non-executive member
Company Secretary: Omniserve Limited
The City House
17-19 Themistokli Dervi Street
1066, Nicosia
Cyprus
Legal Advisers: Ioannides Demetriou LLC
The City House
17-19 Themistokli Dervi Street
1066, Nicosia
Cyprus
Registered office: 33 Vasilissis Freiderikis
Palais D'Ivoire, Floor 2
1066, Nicosia
Cyprus
Bankers: Astrobank Limited
1, Spyrou Kyprianou Avenue
1065, Nicosia
Cyprus
Piraeus Bank (Greece) S.A.
4 Amerikis street
105 64 Athens
Greece
Registration number: HE432466

INTERIM REPORT OF THE BOARD OF DIRECTORS FOR THE PERIOD 1 JANUARY 2025 TO 30 JUNE 2025

The Board of Directors presents its management report and financial statements of Sunrisemezz Plc (the "Company") for the period 1 January 2025 to 30 June 2025.

Incorporation and listing on the Athens Stock Exchange

The Company Sunrisemezz PLC was incorporated in Cyprus on 23 March 2022 as a private limited liability company under the provisions of the Cyprus Companies Law, Cap. 113. On 23 September 2022 the Company was transformed into a public limited liability company and was renamed from Sunrisemezz Ltd to Sunrisemezz Plc.

On 31 October 2022, the shares of the Company were listed in the Alternative Market EN.A. Plus of the Athens Stock Exchange.

Principal activities and nature of operations of the Company

The principal activity of the Company which remains unchanged from last year, is the holding and management of the following notes ("the Notes"):

  • 95% of the Class B2 mezzanine notes issued by Sunrise I NPL Finance DAC with ISIN IE00BNB1R54
  • 95% of the Class B2 mezzanine notes issued by Sunrise II NPL Finance DAC with ISIN IE0006F1V020
  • 95% of the Class C2 junior notes issued by Sunrise I NPL Finance DAC with ISIN IE00BN2B2276
  • 95% of the Class C2 junior notes issued by Sunrise II NPL Finance DAC with ISIN IE000DAGFA66

Review of current position, performance and future developments of the Company's business

On the issuance of the notes, a Priority of Payments Schedule ("Waterfall") was established, which is settled on a quarterly basis. Based on this schedule, the repayments regarding the mezzanine and junior notes are the last ones in the order of priority. The Waterfall is as follows:

  • Issuers' and other securitization expenses priority 1
  • Servicer and deferred servicer fees priority 2
  • Letter of guarantee providers interest, commitment fees due and other outstanding fees priority 3
  • Commissions for Hercules Asset Protection Scheme ("HAPS'') priority 4
  • Interest payments of senior notes not paid by the HAPS Guarantor priority 5
  • Interest payments of senior notes due priority 6
  • Reserves for senior notes' interest and other expenses and fees priority 7
  • Interest payments of mezzanine notes (including deferred interest) priority 8
  • Principal repayments of senior notes (up until their redemption in full)– priority 9
  • Principal repayments of mezzanine notes (up until their redemption in full) priority 10
  • Principal repayments of junior notes priority 11

The contractual documents of the securitizations stipulate that after 24 months from the entry into force of the HAPS, if at the date of payment of interest on the mezzanine notes, the total net collections from the beginning of the portfolio servicing is falling short 15% or more from the budgeted net collections, as specified in the respective business plan, the payment of the total (100%) of the interest payable at the relevant date to the holders of the mezzanine notes is deferred. Additionally, as illustrated in the Waterfall, the interest payable to the holders of the mezzanine notes, may be deferred if the cash flows in the respective period are not sufficient to cover the obligations preceding the order of satisfaction towards these holders.

The deferred interest is payable on the first interest payment date of the mezzanine Notes at which, either the Senior notes' principal has been repaid in full, or the balance between actual and budgeted net collections has been fully restored, subject to funds being available for the payment of the interest of the mezzanine notes, otherwise on the following determined date for the payment of interest on the mezzanine notes.

In the aforementioned context, the interest to the holders of the mezzanine notes issued by Sunrise I NPL Finance DAC and Sunrise II NPL Finance DAC was deferred for the first half of 2025. The deferred interest payments will be restored once the respective conditions referred to in the previous paragraph are met.

For the period from 1 January 2025 to 30 June 2025, the Company has not received any coupon payment (30 June 2024: €2,390,935).

INTERIM REPORT OF THE BOARD OF DIRECTORS FOR THE PERIOD 1 JANUARY 2025 TO 30 JUNE 2025

The Company's development to date, financial results and position as presented in the financial statements are considered satisfactory.

Events after the reporting period

There were no material events after the reporting period, which have a bearing on the understanding of the financial statements.

Related party transactions

Disclosed in note 15 of the financial statements.

By order of the Board of Directors,

Omniserve Ltd Secretary

30 September 2025

INTERIM STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

for the period 1 January 2025 to 30 June 2025

Note 01/01/2025-
30/06/2025
01/01/2024-
30/06/2024
Interest income
Net gains/(losses) from financial assets at fair value through profit or loss
4
10
792,318
(451,721)
280,726
5,242,927
Total net income 340,597 5,523,653
Administration expenses 5 (172,908) (239,547)
Operating profit 167,689 5,284,106
Finance income
Finance costs
Net finance income
6 41,484
(767)
40,717
164,708
(914)
163,794
Profit before tax 208,406 5,447,900
Tax (38,444) (76,264)
Net profit for the period 169,962 5,371,636
Other comprehensive income - -
Total comprehensive income for the period 169,962 5,371,636
Profit per share attributable to equity holders (cent) 7 0.10 3.01

INTERIM STATEMENT OF FINANCIAL POSITION

30 June 2025

Note 30/06/2025
31/12/2024
ASSETS
Non-current assets
Financial assets at fair value through profit or loss 10 13,094,245 12,753,648
13,094,245 12,753,648
Current assets
Receivables 8 49,220 54,028
Refundable taxes 9 24,028 24,472
Cash and cash equivalents 11 4,073,929 4,211,466
4,147,177 4,289,966
Total assets 17,241,422 17,043,614
EQUITY AND LIABILITIES
Equity
Share capital 12 5,501,616 5,501,616
Retained earnings 11,636,977 11,467,015
Total equity 17,138,593 16,968,631
Current liabilities
Trade and other payables 13 64,829 74,983
Current tax liabilities 14 38,000 -
Total liabilities 102,829 74,983
Total equity and liabilities 17,241,422 17,043,614

INTERIM STATEMENT OF CHANGES IN EQUITY for the period 1 January 2025 to 30 June 2025

Note Share
capital
Retained
earnings
Total
Opening balance as at 1 January 2024 14,504,260 3,270,190 17,774,450
Net profit for the period - 5,371,636 5,371,636
Balance as at 30 June 2024 12 14,504,260 8,641,826 23,146,086
Opening balance as at 1 January 2025 5,501,616 11,467,015 16,968,631
Net profit for the period - 169,962 169,962
Balance as at 30 June 2025 12 5,501,616 11,636,977 17,138,593

Companies, which do not distribute 70% of their profits after tax, as defined by the Special Contribution for the Defence of the Republic Law, within two years after the end of the relevant tax year, will be deemed to have distributed this amount as dividend on the 31 of December of the second year. The amount of the deemed dividend distribution is reduced by any actual dividend already distributed by 31 December of the second year for the year the profits relate. The Company pays special defence contribution on behalf of the shareholders over the amount of the deemed dividend distribution at a rate of 17% (applicable since 2014) when the entitled shareholders are individual tax residents of Cyprus and have their domicile in Cyprus. In addition, the Company pays on behalf of the shareholders General Healthcare System (GHS) contribution at a rate of 2.65%, when the entitled shareholders are individual tax residents of Cyprus, regardless of their domicile.

INTERIM CASH FLOW STATEMENT for the period 1 January 2025 to 30 June 2025

01/01/2025-
30/06/2025
01/01/2024-
30/06/2024
Note
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments for:
208,406 5,447,900
Net (gains)/losses from financial assets at fair value through profit or loss
Interest income from financial assets at fair value through profit or loss
Finance income
4
6
451,721
(792,318)
(41,484)
(5,242,927)
(280,726)
(164,708)
(173,675) (240,461)
Changes in working capital:
Decrease/(increase) in receivables
(Decrease)/increase in trade and other payables
Coupons received
4,808
(10,154)
-
(28,001)
4,007
2,390,935
Cash generated from operating activities (179,021) 2,126,480
CASH FLOWS FROM INVESTING ACTIVITIES
Interest received
41,484 164,708
Net cash generated from investing activities 41,484 164,708
CASH FLOWS FROM FINANCING ACTIVITIES - -
Net cash generated from financing activities - -
Net (decrease)/increase in cash and cash equivalents (137,537) 2,291,188
Cash and cash equivalents at beginning of the period 4,211,466 10,898,397
Cash and cash equivalents at end of the period 11 4,073,929 13,189,585

NOTES TO THE INTERIM FINANCIAL STATEMENTS for the period 1 January 2025 to 30 June 2025

1. Basis of preparation

The interim financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union (EU), and the requirements of the Cyprus Companies Law, Cap. 113. The financial statements have been prepared under the historical cost convention and financial assets at fair value through profit or loss.

The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates and requires Management to exercise its judgment in the process of applying the Company's accounting policies. It also requires the use of assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Although these estimates are based on Management's best knowledge of current events and actions, actual results may ultimately differ from those estimates.

2. Significant accounting policies

The interim financial statements, which are presented in Euro, have been prepared in accordance with International Financial Reporting Standards, including IAS 34 ''Interim Financial Reporting''.

The accounting policies used in the preparation of the interim financial statements are in accordance with those used in the annual financial statements for the year ended 31 December 2024.

Costs that are incurred during the financial year are anticipated or deferred for interim reporting purposes if, and only if, it is also appropriate to anticipate or defer that type of cost at the end of the financial year.

Corporation tax is calculated based on the expected tax rates for the whole financial year.

The financial statements of the Company have been prepared on a going concern basis.

These interim financial statements must be read in conjunction with the annual financial statements for the year ended 31 December 2024.

3. Fair value estimation

The table below depicts the carrying amounts and fair values of certain financial assets and liabilities, which are either material or their carrying amount is not a reasonable approximation of fair value:

Carrying amounts Fair values
30/06/2025 31/12/2024 30/06/2025 31/12/2024
Financial assets
Cash and cash equivalents 4,073,929 4,211,466 4,073,929 4,211,466
Fair value through profit or loss 13,094,245 12,753,648 13,094,245 12,753,648
Financial liabilities
Trade payables (64,829) (74,983) (64,829) (74,983)
17,103,345 16,890,131 17,103,345 16,890,131

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Company considers a variety of valuation methods and makes assumptions that are based on market conditions existing at the reporting date.

NOTES TO THE INTERIM FINANCIAL STATEMENTS for the period 1 January 2025 to 30 June 2025

3. Fair value estimation (continued)

Fair value measurements recognised in interim statement of financial position

The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

  • Level 1 quoted prices (unadjusted) in active markets for identical assets or liabilities.
  • Level 2 inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
  • Level 3 inputs for the asset or liability that are not based on observable market data (unobservable inputs).
30 June 2025 Level 1
Level 2
Level 3
Total
Financial assets at fair value through profit
or loss
Mezzanine notes (Class B2) - - 13,094,245 13,094,245
Total - - 13,094,245 13,094,245
31 December 2024 Level 1 Level 2 Level 3 Total

Financial assets at fair value through profit or loss
Mezzanine notes (Class B2)
- - 12,753,648 12,753,648
Total - - 12,753,648 12,753,648

The fair value reconciliation of Level 3 financial instruments is depicted in Note 10 "Financial assets at fair value through profit or loss". Changes in the fair value of financial instruments are recognized in the statement of profit or loss, under line item "Net gains/(losses) from financial assets at fair value through profit or loss".

The fair value of Junior notes (Class C2) is nil.

Valuation techniques and significant unobservable inputs

The Company utilizes an income-approach valuation technique. Specifically, the Company determines the fair value of the notes by discounting future cash flows utilizing revised business plan estimates adjusted for actual recovery rates to date and an additional haircut applied throughout the second half of the residual term assumed. A build-up approach is followed on the discount rate determination utilizing observable market data (i.e. risk-free rates) and various unobservable data (i.e. risk premia) to replicate market participants perspective towards the notes.

The following table presents the valuation techniques used to measure the fair values of Level 3 financial instruments in the statement of financial position, along with the significant unobservable inputs applied.

Financial
instruments
Valuation
technique
Significant
unobservable
inputs
Range
2025
Range
2024
Low High Low High
Financial assets
at fair value
through profit
or loss
Discounted
Expected Cash
Flows method
(DCF)
Discount Rate 14.43% 14.43% 15.67% 15.67%
Residual term
assumed
4 yrs 4 yrs 4 yrs 4 yrs
Haircut applied 40% 40% 40% 40%

NOTES TO THE INTERIM FINANCIAL STATEMENTS for the period 1 January 2025 to 30 June 2025

3. Fair value estimation (continued)

Sensitivity analysis

The following table presents the effect in the statement of profit or loss and other comprehensive income of reasonable possible changes in one of the significant unobservable inputs of Level 3 financial instruments as of the reporting date, keeping all other inputs constant.

Main assumptions Change in the
assumptions
Statement of profit or loss and total equity
Favourable changes Unfavourable changes
Discount rate -/+1% 195,871 (190,520)
Residual term assumed +/- 1 year 1,400,170 (1,615,547)
Haircut applied -/+5% 288,360 (288,360)

4. Interest income

01/01/2025-
30/06/2025
01/01/2024-
30/06/2024
Interest income from financial assets at fair value through profit or loss 792,318 280,726
792,318 280,726

5. Administration expenses

01/01/2025- 01/01/2024-
30/06/2025 30/06/2024
Rent 3,070 3,070
Municipality taxes 250 250
Auditors' remuneration 22,000 22,000
Accounting fees 19,250 19,250
Legal fees 5,015 8,500
Directors' fees 14,400 12,000
Other professional fees 108,923 174,477
172,908 239,547

6. Finance income/(costs)

01/01/2025-
30/06/2025
01/01/2024-
30/06/2024
Interest income 41,484 164,708
Finance income 41,484 164,708
Bank charges (767) (914)
Finance costs (767) (914)
Net finance income 40,717 163,794

NOTES TO THE INTERIM FINANCIAL STATEMENTS for the period 1 January 2025 to 30 June 2025

7. Profit per share attributable to equity holders

01/01/2025-
30/06/2025
01/01/2024-
30/06/2024
Profit attributable to shareholders (€) 169,962 5,371,636
Weighted average number of ordinary shares in issue during the period 178,623,895 178,623,895
Profit per share attributable to equity holders (cent) 0.10 3.01
8. Receivables
30/06/2025
31/12/2024
Other receivables 49,220 54,028
49,220 54,028
9. Refundable taxes
30/06/2025
31/12/2024
Corporation tax 24,028 24,472
24,028 24,472
10. Financial assets at fair value through profit or loss
30/06/2025
31/12/2024
Balance as at 1 January 2025/1 January 2024 12,753,648 6,815,796
Interest income 792,318 854,472
Change in fair value
Coupons received
(451,721)
-
7,474,316
(2,390,935)

Balance as at 30 June 2025 /31 December 2024 13,094,245 12,753,648

Financial assets designated as at fair value through profit or loss are analysed as follows:

30/06/2025
31/12/2024
Financial assets at fair value through profit or loss
Mezzanine notes (Class B2) 13,094,245 12,753,648
13,094,245 12,753,648

The financial assets of the Company consist of bonds which were issued by the special purpose companies established in Ireland, Sunrise I NPL Finance DAC and Sunrise II NPL Finance DAC. The bonds are backed by mortgage and non-mortgage loans. The bonds are under the subordination levels of mezzanine (Class B2) and junior (Class C2).

NOTES TO THE INTERIM FINANCIAL STATEMENTS for the period 1 January 2025 to 30 June 2025

10. Financial assets at fair value through profit or loss (continued)

Based on the existing contractual governance framework of the securitizations, decisions on significant financial and operating matters of the Issuers require the unanimous consent of the Class B1 and B2 noteholders. On this basis, the Issuers are jointly controlled by the said noteholders, meeting the joint venture definition. No investment in joint ventures has been recognised, as the Company does not hold any equity interest in the Issuers, thus its proportionate share of their net assets is zero. The Company does not hold any interests in the Issuers, other than the Class B2 and Class C2 notes, which are accounted for under IFRS 9.

It is estimated that the fair value of Junior notes (Class C2) is nil.

11. Cash and cash equivalents

Cash balances are analysed as follows:

30/06/2025 31/12/2024
Cash at bank 4,073,929 4,211,466
4,073,929 4,211,466

12. Share capital

30/06/2025
Number of
shares
30/06/2025
31/12/2024
Number of
shares
31/12/2024
Authorised
Ordinary shares
Reduction of nominal value per share of Share
178,623,895 5,501,616 178,623,895 14,504,260
Capital - - - (9,002,644)
178,623,895 5,501,616 178,623,895 5,501,616
Issued and fully paid
Balance as at 1 January
178,623,895 5,501,616 178,623,895 14,504,260
Reduction of nominal value per share of Share
Capital
- - - (9,002,644)
Balance as at 30 June 2025/31 December
2024
178,623,895 5,501,616 178,623,895 5,501,616

On 5 July 2024, during the course of the Company's AGM the shareholders approved the proposal of Board of Directors to reduce the nominal value of each ordinary share by €0.0504 from €0.0812 to €0.0308 each. The amount of share capital decrease was distributed to the Company's shareholders in cash.

On 30 October 2024, the share capital reduction was approved via court order. The Company's issued share capital was reduced to €5,501,616 divided in 178,623,895 ordinary shares of €0.0308 each.

NOTES TO THE INTERIM FINANCIAL STATEMENTS for the period 1 January 2025 to 30 June 2025

13. Trade and other payables

30/06/2025 31/12/2024
Other Creditors 20,767 25,580
VAT - 6,341
Shareholders' current accounts - credit balances (Note 15.2) 1,562 1,562
Accruals 42,500 41,500
64,829 74,983

14. Current tax liabilities

30/06/2025 31/12/2024
Corporation tax 38,000 -
38,000 -

15. Related party transactions

The following transactions were carried out with related parties:

15.1 Directors' remuneration

The remuneration of Directors and other members of key management was as follows:

01/01/2025-
30/06/2025
01/01/2024-
30/06/2024
Directors' fees
14,400

12,000
14,400 12,000
15.2 Shareholders' current accounts - credit balances 30/06/2025 31/12/2024
Shareholders' current accounts - credit balances (Note 13)
1,562

1,562
1,562 1,562

The shareholders' current accounts are interest free, and have no specified repayment date.

16. Events after the reporting period

There were no material events after the reporting period, which have a bearing on the understanding of the financial statements.

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