PREMIA Real Estate Investment Company Société Anonyme
ANNUAL SEPARATE AND CONSOLIDATED FINANCIAL REPORT
FOR THE YEAR FROM
1
st
January TO 31
st
December 2024
In accordance with International Financial Reporting Standards (“IFRS”)
as adopted by the European Union
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 2 to 108
TABLE OF CONTENTS
PAGE
STATEMENTS OF THE MEMBERS OF THE BOARD OF DIRECTORS IN ACCORDANCE WITH ARTICLE 4 PARA. 2
OF L. 3556/2007 ................................................................................................................................................................. 4
ANNUAL REPORT OF THE BOARD OF DIRECTORS OF THE COMPANY “PREMIA REAL ESTATE INVESTMENT
COMPANY SOCIETE ANONYME” ON THE ANNUAL SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR 01.01 - 31.12.2024 .................................................................................................................................. 5
1. Performance and financial position ......................................................................................................................... 5
2. Significant events for the period .............................................................................................................................. 7
3. Description and management of the main risks and uncertainties ..................................................................... 10
4. Key Performance and Efficiency Measures ........................................................................................................... 14
5. Prospects for 2025 ................................................................................................................................................... 16
6. Significant transactions with related parties ............................................................................................................ 17
7. Environmental issues ................................................................................................................................................. 17
8. Labour issues .............................................................................................................................................................. 17
9. Dividend policy ............................................................................................................................................................ 18
10. Treasury shares ........................................................................................................................................................ 18
11. Transactions and settlements not included in the Annual Financial Statements .............................................. 18
12. Events after the Date of the Financial Statements ................................................................................................. 18
13. Corporate Governance Statement ......................................................................................................................... 19
14. Board of Director’s Explanatory Report to the Ordinary General Meeting of Shareholders of the Company 35
Ι. STATEMENT OF FINANCIAL POSITION ................................................................................................................. 45
ΙΙ. STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ............................................................................... 46
ΙΙΙ. STATEMENT OF CHANGES IN EQUITY - GROUP ................................................................................................... 47
ΙV. STATEMENT OF CHANGES IN EQUITY – COMPANY ........................................................................................... 48
V. STATEMENT OF CASH FLOWS .............................................................................................................................. 49
EXPLANATORY NOTES TO THE ANNUAL FINANCIAL STATEMENTS ...................................................................... 50
1. General Information ...................................................................................................................................... 50
2. Summary of Significant Accounting Policies ................................................................................................ 51
2.1 Basis for preparation of the Annual Financial Statements .................................................................. 51
2.2. Going concern principle ............................................................................................................................. 52
2.3 Consolidation ....................................................................................................................................... 52
2.4 Investment in subsidiaries .......................................................................................................................... 54
2.5 Investments in joint ventures ...................................................................................................................... 54
2.6 Investment property ............................................................................................................................. 55
2.7 Concession Agreements ............................................................................................................................ 55
2.8 Leases ........................................................................................................................................................ 56
2.9 Accounting principles for the classification, valuation and impairment of financial instruments ................ 57
2.10 Trade and other receivables ..................................................................................................................... 57
2.11 Cash and cash equivalents - Blocked Deposits ....................................................................................... 58
2.12 Earnings per share ................................................................................................................................... 58
2.13 Borrowings ................................................................................................................................................ 58
2.14 Derecognition of financial liabilities ........................................................................................................... 58
2.15 Incentive plans for members of the Board of Directors, partners and staff .............................................. 59
2.16 Provisions and contingent liabilities, contingent assets............................................................................ 59
2.17 Revenue recognition ................................................................................................................................. 59
2.18 Borrowing costs ........................................................................................................................................ 60
2.19 Income tax - Deferred tax ......................................................................................................................... 60
2.20 Related-party transactions ........................................................................................................................ 61
2.21 Derivatives ................................................................................................................................................ 61
2.22 Government grants ................................................................................................................................... 61
2.23 New accounting standards and interpretations issued by the IFRIC ....................................................... 61
3. Critical accounting estimates, assumptions and Management’s judgments ................................................ 63
3.1 Critical accounting estimates made by Management in the application of accounting policies ................. 63
3.2 Management’s critical judgments for the application of accounting principles ........................................... 65
4. Description and management of the main risks and uncertainties ............................................................... 65
4.1 Risk related to the macroeconomic environment in Greece ...................................................................... 66
4.2 Geopolitical developments & continuation of the Group’s activities ........................................................... 66
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 3 to 108
4.3 Market risk associated with investment property prices and rents ............................................................. 66
4.4 Cash flow risk due to changes in interest rates .......................................................................................... 67
4.5 Risks concerning the Group's financing ..................................................................................................... 67
4.6 Liquidity risk ................................................................................................................................................ 67
4.7 Inflation risk ................................................................................................................................................. 68
4.9 Risks relating to the activity of the subsidiary JPA ATTICA SCHOOLS S.A. ............................................ 68
4.10 Capital risk ................................................................................................................................................ 69
4.11 Fair Value Measurement of Assets and Liabilities ................................................................................... 70
5. Segment reporting ........................................................................................................................................ 71
6. Notes to the Annual Financial Statements .......................................................................................... 74
6.1 Investment property ............................................................................................................................. 74
6.2 Financial assets at amortised cost ............................................................................................................. 78
6.3 Derivatives - Financial instruments ............................................................................................................. 79
6.4 Property, plant and equipment ............................................................................................................ 79
6.5 Right-of-use assets ............................................................................................................................. 80
6.6 Intangible Assets ................................................................................................................................. 80
6.7 Investments in subsidiaries ................................................................................................................. 81
6.8 Investments in joint ventures ...................................................................................................................... 83
6.9. Other long-term receivables ...................................................................................................................... 85
6.10 Trade receivables ................................................................................................................................ 85
6.11 Other short-term receivables .................................................................................................................... 86
6.12 Blocked deposits....................................................................................................................................... 86
6.13 Cash and cash equivalents ...................................................................................................................... 86
6.14 Share Capital ............................................................................................................................................ 87
6.15 Share premium ......................................................................................................................................... 87
6.16 Reserves ................................................................................................................................................... 88
6.17 Retained earnings..................................................................................................................................... 89
6.18 Non-controlling interests ........................................................................................................................... 90
6.19 Borrowings ................................................................................................................................................ 90
6.20 Lease liabilities .................................................................................................................................... 93
6.21 Employee benefit obligations .................................................................................................................... 94
6.22 Provisions ................................................................................................................................................. 94
6.23 Other non-current liabilities ....................................................................................................................... 95
6.24 Trade payables ......................................................................................................................................... 95
6.25 Current tax liabilities / tax ......................................................................................................................... 95
6.26 Other short-term liabilities ......................................................................................................................... 96
6.27 Investment property lease income ............................................................................................................ 96
6.28 Income from provision of services ............................................................................................................ 97
6.29 Expenses related to investment property ................................................................................................. 97
6.30 Personnel fees and expenses .................................................................................................................. 97
6.31 Other operating expenses ........................................................................................................................ 98
6.32 Other income ............................................................................................................................................ 98
6.33 Finance expenses / income ...................................................................................................................... 98
6.34 Earnings per share ................................................................................................................................... 99
6.35 Transactions with related parties .............................................................................................................. 99
6.36 Auditors’ Fees ......................................................................................................................................... 101
6.37 Commitments and Contingent liabilities and assets ............................................................................... 101
6.38 Events subsequent to the Financial Statements .................................................................................... 101
WEBSITE ADDRESS WHERE ARE POSTED THE FINANCIAL STATEMENTS ........................................ 102
Report of Disposal of Funds Raised from the issuance of a Common Bond Loan by cash payment for the period
from 01.01.2024 to 31.12.2024 ...................................................................................................................................... 103
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
STATEMENTS OF THE MEMBERS OF THE BOARD OF DIRECTORS
IN ACCORDANCE WITH ARTICLE 4 PARA. 2 OF L. 3556/2007
The signatories state by the present that from what they know:
a) The Annual Separate and Consolidated Financial Statements for the year from 1
st
January to 31
st
December 2024, which
have been prepared in accordance with the International Financial Reporting Standards (hereinafter “IFRS”) as adopted
by the European Union, give a true and fair view of the items included in the Statement of Financial Position and the
Statements of Comprehensive Income, Changes in Equity and Cash Flows for the year then ended of “PREMIA REAL
ESTATE INVESTMENT COMPANY SOCIETE ANONYME” and its subsidiaries (hereinafter “Group”), taken as a whole, in
accordance with the provisions of article 4, para. 3 to 5 of L. 3556/2007.
b) The annual report of the Board of Directors gives a true and fair view of the evolution, performance and the position of
“PREMIA REAL ESTATE INVESTMENT COMPANY SOCIETE ANONYME”, as well as of the subsidiaries included in the
Annual Separate and Consolidated Financial Statements, including the main risks and uncertainties addressed as well as
the required information based on paragraphs 6-8 of article 4 of L. 3556/2007.
Athens, 3 April 2025
The signatories
The Chairman of the B. of D.
The Managing Director
The Member of the B. of D.
Ilias Georgiadis
Konstantinos Markazos
Kalliopi Kalogera
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 5 to 108
ANNUAL REPORT OF THE BOARD OF DIRECTORS OF THE COMPANY
“PREMIA REAL ESTATE INVESTMENT COMPANY SOCIETE ANONYME”
ON THE ANNUAL SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR 01.01 - 31.12.2024
Report on the Annual Financial Statements for the year 2024
The present Report of the Board of Directors (hereinafter “Report”) of the Company “PREMIA REAL ESTATE INVESTMENT
COMPANY SOCIETE ANONYME” and its subsidiaries (hereinafter the “Company” and the “Group” respectively) aims to provide
sound and comprehensive information on the events, the evolution and the performance of the Company and the Group.
The Report has been prepared and is in compliance with the relevant provisions of articles 150-154 of L. 4548/2018, paragraph
7 of article 4 of L. 3556/2007 (G.G. 91A/30.04.2007) and the related implementing decisions issued by the B. of D. of the Hellenic
Capital Market Commission (HCMC) and in particular the Decision with number 8/754/14.04.2016.
The Report is included in its entirety together with the Annual Separate and Consolidated Financial Statements and the other
information and statements required by law in the Annual Financial Report concerning the year 2024.
The report is uniform for the entire Group and is based on the consolidated figures of the financial statements. References to
company sizes and data are made where appropriate for clarity purposes.
1. Performance and financial position
Investment properties
The Group's total investment portfolio as at 31.12.2024, consists of:
▪ Fifty-one (51) investment properties with a total fair value of € 430.93 million as valued by the independent valuers of the
Group (SAVILLS HELLAS P.C., GEOAXIS SINGLE-MEMBER LTD), of which (a) forty-one (41) income properties of total
gross leasable area of 422,207 sq.m. the value of which amounts to € 415.27 million and (b) ten (10) properties under
development, namely two (2) industrial properties of total area 7,030 sq.m. and value € 6.54 million, and six (6) plots of total
area 168,404 sq.m. and value € 4.95 million, in which are included also two (2) plots available for immediate sale of value
€ 0.49 million at 31.12.2024 and two (2) properties of serviced apartments of total area 4,311 sq.m. and value € 4.17 million
at 31.12.2024.
▪ Ten (10) school units with total area of 36,505 sq.m., managed by the subsidiary JPA ATTICA SCHOOLS S.A. through a
PPP Contract, with the total value of financial assets under the PPP Contract amounting € 35.06 million.
▪ Investments in joint ventures (Note 6.8), which amounted in total to € 27.63 million at 31.12.2024.
The Group's total investment portfolio as at 31.12.2023, consists of:
▪ Forty-one (41) investment properties with a total fair value of € 260.90 million as valued by the independent valuers of the
Group (SAVILLS HELLAS P.C., GEOAXIS SINGLE-MEMBER LTD), of which (a) thirty-three (33) income properties of total
gross leasable area of 275,102 sq.m. the value of which amounts to € 201.53 million and (b) eight (8) properties under
development, namely two (2) industrial properties of total area 7,030 sq.m. and value € 3.31 million, one (1) commercial
property of total area 59,729 sq.m. and value € 46.80 million, four (4) plots of total area 165,620 sq.m. and value € 4.63
million and one (1) property of serviced apartments of total area 5,253 sq.m. and value € 4.63 million at 31.12.2023.
▪ Ten (10) school units with total area of 36,505 sq.m., managed by the subsidiary JPA ATTICA SCHOOLS S.A. through a
PPP Contract, with the total value of financial assets under the PPP Contract amounting € 36.79 million.
▪ Investments in joint ventures (Note 6.8), which amounted in total to € 2.82 million at 31.12.2023.
Financial structure
The Group's total borrowings (including liabilities from investment property leases and granted loans (notes 6.19-6.20) amounted
to € 310.30 million against € 199.60 million at 31.12.2023. The change is due to the disbursement of loans for the acquisition of
new properties, for the construction of the investment properties at 180, Piraeus str. and Xanthi as well as for the acquisition of
the new subsidiary SUNWING S.A.
The Group’s total cash and cash equivalents (including blocked deposits) amounted to € 21.95 million against € 45.03 million at
31.12.2023. The Group’s blocked deposits amounted to € 8.06 million against € 7.31 million at 31.12.2023.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 6 to 108
The Group’s net borrowings (total borrowings including liabilities from investment property leases and grands (note 6.19 - 6.20)
less cash and cash equivalents, including blocked deposits) at 31.12.2024 amounted to € 288.35 million against € 154.58 million
at 31.12.2023.
Turnover
The Group's total revenues from property management in the year 2024 amounted to € 22.35 million against € 18.99 million in
the previous year, presenting an increase of € 3.36 million or 18%. This increase is mainly due to rents derived from the new
investments as well as the completion of the Company's investments in the office buildings in Tavros and the student residences
in Xanthi, from new lessees as well as from rent adjustments. Total income includes income from property lease amounting
€ 18.86 million and income from the provision of services amounting € 3.49 million, which mainly relate to income from the
subsidiary JPA ATTICA SCHOOLS S.A. and € 0.82 million income from reinvoicing of common charges.
Net gain/(losses) on revaluation of investment properties at fair value
During the year 2024, the gains on revaluation of investment properties at fair value amounted to € 23.00 million against € 2.31
million in the previous year, presenting an increase of € 20.70 million. This increase is mainly due to the completion of the
Company's investments in the office buildings in Tavros and the student residences in Xanthi, the acquisition of new investment
properties through the acquisition of subsidiaries and the improvement of the real estate market conditions.
Operating results
The Group reported for the year 2024 operating earnings before interest, taxes, depreciation, and amortization (EBITDA) of
€ 37.11 million against € 14.07 million at 31.12.2023 presenting an increase of € 23.04 million. The change arose mainly from
the increase in gains on revaluation of investment properties at fair value as well as from the increase in turnover. The operating
earnings before interest, taxes, depreciation, and amortization, and excluding non-recurring income and expenses and the gains
on revaluation of investment properties at fair value (Adjusted EBITDA) of the Group, amounted to € 14.11 million, compared to
€ 12.02 million at 31.12.2023, presenting an increase of € 2.09 million or 17%.
Expenses related to investment properties amounted to € 6.04 million from 5.26 million at 31.12.2023, presenting an increase
of € 0.79 million or 15%. This increase is mainly due to the additions of new properties.
Staff costs amounted to € 2.52 million from € 2.19 million at 31.12.2023, presenting an increase of € 0.34 million or 15%, with
the number of employees amounting to 17 persons as at 31.12.2024 as against 17 persons at 31.12.2023.
Other operating expenses for the year 2024 amounted to € 1.72 million as against € 1.43 million at 31.12.2023, presenting an
increase of € 0.28 million or 20%.
Finance income & expenses
The Group’s finance expenses amounted to € 8.99 million, against € 7.67 million at 31.12.2023, presenting an increase of
€ 1.33 million or 17%. The increase is mainly due to the increase in the Group’s debt.
The Group's finance income amounted to € 2.77 million, as against € 2.87 million at 31.12.2023, which mainly relates to finance
income of the subsidiary JPA ATTICA SCHOOLS S.A.
Taxes
It is noted that from the date of conversion of the Company into a Real Estate Investment Company (“REIC”), i.e. from the
approval of the operating license by the General Commercial Registry, on 24 May 2022, the parent Company and its subsidiaries
from the date of their acquisition are taxed in accordance with article 31 of L. 2778/1999 under special provisions.
The subsidiary SUNWING S.A. and its subsidiary HELIOS PALACE S.A., which were acquired by the Group at 19.12.2024, are
taxed from the beginning of their financial year, i.e. 01.10.2024 until 19.12.2024, according to the general income tax provisions
of Law 4172/2013.
The tax on investments, cash and cash equivalents and advances as well as the income tax based on general provisions for
the Group's acquired subsidiaries at 31.12.2024 amounted to € 1.95 million compared to € 1.45 million at 31.12.2023.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 7 to 108
Profit net of tax
Profit after tax was amounted to € 40.87 million against € 7.24 million at 31.12.2023 presenting an increase of € 33.63 million
mainly due to the increase from revaluation of investment properties at fair value compared to the previous year but also the
increase of the value of investments in joint ventures amounting € 11.73 million.
2. Significant events for the period
Corporate events
On 31.01.2024, was established the company PANFIN S.A., in which the subsidiary PANDORA INVEST S.A. contributed 100%
of the initial share capital, paying the amount € 25 thousand.
On 09.02.2024 and 01.04.2024, the subsidiary PANDORA INVEST S.A. issued bond loans up to the amount of € 2 million and
€ 1.51 million respectively with 5 year duration, of which the amounts € 1.62 million and € 1.51 million respectively were covered
by the Company, for covering its investment needs.
On 09.02.2024, the subsidiary PANFIN SINGLE-MEMBER S.A. issued a bond loan up to the amount of € 10 million and with 7
year duration, for acquiring investment properties and covering working capital needs, of which the amount € 3.14 million was
covered by PANDORA INVEST S.A., for covering its investment needs.
On 06.03.2024, was established the company PANRISE S.A., in which the subsidiary PANDORA INVEST S.A. contributed
100% of the initial share capital, paying the amount € 100 thousand.
On 30.05.2024, was established the company RENTI TO GO S.A., in which the subsidiary PANDORA INVEST S.A. contributed
100% of the initial share capital, paying the amount € 100 thousand and then paying the amount € 2.7 million its participation in
the share capital was decreased to 40%. On 3.12.2024, the Company RENTI TO GO S.A. acquired the 100% participation in
the company TRIVILLAGE S.A. which owns the property VILLAGE CINEMAS AND MORE.
On 22.07.2024, was completed the Company’s share capital increase amounting € 205,844 by issuing 411,688 new, common,
registered shares with nominal value € 0.50 each, with capitalization of incentive plan reserve in order to distribute these shares
free of charge to the beneficiaries of the Plan in accordance with article 114 of L. 4548/2018.
On 20.12.2024, was completed the Company’s share capital increase amounting € 3,814,000 by issuing 7,628,000 new,
common, registered shares with voting rights of nominal value € 0.50 each, with an issue price of € 1.36 per new share and the
abolition of the pre-emptive right of the existing shareholders in favour of a new shareholder. The difference between the nominal
value of the new shares and their issue price, i.e. € 6,560,080, was decided to be credited to the Company's equity account
“Share premium” and was realized by offsetting an equal amount of the Company’s debt to the new shareholder.
Investments
During the current year the Group made the following investments, which contributed to the diversification of its investment
portfolio:
1. On 01.03.2024, the Company proceeded to the purchase of a plot of land in Mantinia, Arkadia, of 2,135 sq.m. for consideration
€ 0.02 million.
2. On 15.03.2024, the Group proceeded with the purchase of two commercial properties in Tripoli and Athens for consideration
€ 1.55 million, through the newly established subsidiary PANFIN S.A. The fair value of the properties at 31.12.2024 amounted
to € 1.88 million.
3. On 16.04.2024, the Group proceeded with the purchase of a commercial property in Drama for consideration € 0.78 million,
through the newly established subsidiary PANFIN S.A. The fair value of the property at 31.12.2024 amounted to € 0.90 million.
4. On 27.06.2024, the Company proceeded with the purchase of an industrial property in Chalastra, Thessaloniki for
consideration € 0.35 million, through the newly established subsidiary PANFIN S.A. The fair value of the property at 31.12.2024
amounted to € 1.08 million.
5. The Company, within the context of its strategic cooperation with TEMES, acquired 50% of NAVARINO VINEYARDS S.A.,
which was a 100% subsidiary of TEMES S.A. for total consideration € 4.13 million. On 25.07.2024 and 10.09.2024, it paid
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 8 to 108
amounts € 0.5 million and € 1.3 million respectively for that purpose. The remaining amount € 2.33 million will be paid within
2025.
6. At 19.09.2024, the Group proceeded to the purchase of a commercial property in Athens for consideration € 0.45 million,
through the subsidiary PANFIN S.A. The property’s fair value at 31.12.2024 amounted to € 0.56 million.
7. On 30.09.2024, the Company, in execution of a preliminary agreement, completed the purchase of an industrial property in
Kyrillos Aspropyrgos, for total consideration € 7.00 million, of which € 3.50 million was paid during the current year. Moreover,
the Company carried out construction works on the property for the total amount of € 2.23 million. The fair value of the property
at 31.12.2024 amounted to € 10.10 million.
8. On 23.10.2024, the Company proceeded to purchase a plot in Naoussa, Imathia, of 2,000 sq.m. for consideration € 0.15
million. The fair value of the property at 31.12.2024 amounted to € 0.15 million.
9. On 19.12.2024, the Company acquired for total consideration € 115.22 million, of which € 5 million will be paid within 18
months, 100% of the share capital of the company SUNWING S.A., which directly owns the 4-star hotel “Sunwing Kallithea
Beach” in Kallithea Rhodes and indirectly through its 100% participation in the company HELIOS PALACE S.A., the 4-star hotel
“Sunwing Makrigialos & Ocean Beach Club” in Crete. The fair value of the properties at 31.12.2024 amounted to € 84.03 million
and € 31.33 million respectively.
10. On 20.12.2024, the Company proceeded to the purchase of a six-storey building in Xanthi of 2,626 sq.m. which will be used
as a student residence after the completion of its reconstruction works, for consideration € 1.60 million. The fair value of the
property at 31.12.2024 amounted to € 2.08 million.
11. On 23.12.2024, the Company proceeded to the purchase of a five-storey building in Volos, Magnesia of 1,685 sq.m., which
will be used as a student residence after the completion of its reconstruction, for consideration € 1.85 million. The fair value of
the property at 31.12.2024 was € 2.09 million.
12. On 20.12.2024, was completed the transfer of 65% of the share capital of Skyline Real Estate Single Member S.A. from
Alpha Group Investments LTD of the ALPHA BANK Group to the investment company “P&E INVESTMENTS S.A.”. The ALPHA
BANK Group will retain a 35% participation in SKYLINE. The Company participates in the Investment Consortium with a 25%
participation, while DIMAND Group participates with 55% and the European Bank for Reconstruction and Development –
“EBRD” with 20%.
Additions for the year
1. The subsidiary PRIMALAFT S.A. completed the conversion of the property in Tavros into an office complex. It is noted that
during the current year were carried out construction works, direct costs related to the construction and interest for the
construction period totalling € 21.8 million. The fair value of the property at 31.12.2024 amounts to € 74.8 million.
2. The Company completed the investment of the property in Xanthi, the upper floors of which will operate as a student residence,
while the ground floor of the property will operate as a commercial store. It is noted that during the current year, were carried
out construction works and construction period interest amounting € 1.63 million. The fair value of the property at 31.12.2024
amounts to € 6.9 million.
3. The Company completed the investment of the industrial property in Kyllos Aspropyrgos. During the current year, were carried
out construction works amounting € 2.23 million (of which € 1.14 million was paid during the previous year and was included in
the item “Advances for the purchase and construction of investment properties”.
4. The Company commenced the reconstruction works on the property in Pikermi, which amounted to € 1.32 million for the
current year.
Advances for the purchase of investment properties
The advances for the purchase of investment properties at 31.12.2024 is mainly due to: a) the signing of preliminary agreements
in October 2023, of the subsidiary PANDORA INVEST S.A. for the acquisition of properties from ALPHA BANK of value € 1.4
million, the acquisition of which is expected to be completed within 2025, b) the advance of € 0.3 million for the acquisition of
properties in Larissa, Volos and Rhodes with the purpose of converting them into student residences, c) the advance of € 0.9
million for the acquisition of a property in Kalamaria, d) the advance of € 0.5 million for the acquisition of a property in Thessaloniki
and e) the advance of € 1.1 million for the acquisition of a property in Artemida, Attica.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 9 to 108
Investment Property Sales
On 26.06.2024, the Company proceeded to the sale of a property owned by the Company located at A' Parodos Dimotikou
Stadiou, Katerini, for consideration € 2.26 million. Its fair value amounted to € 2.18 million according to the valuation report as
of 31.12.2023.
On 13.09.2024, the Company, implementing a preliminary agreement signed on 03.07.2024, proceeded to the sale of a property
owned by it and located in Megalochori, Santorini, for consideration € 6.5 million. Its fair value amounted to € 4.06 million
according to the valuation report as at 30.06.2024.
Property assets held for sale
On 01.03 2024 the Company signed a preliminary agreement for the sale of two plots in Paros which are part of the commercial
property sector for consideration € 0.6 million. Their fair value amounted to € 0.49 million according to the valuation report as of
31.12.2024. The sale is part of the active management of the Group's investment portfolio, aiming at maximizing returns through
the sale of properties as well, and is expected to be completed within the first semester of 2025.
Financing
On 07.02.2024 the Company proceeded to early termination of the finance lease by acquiring the ownership of the property
located at 2, A' Parodos Dimotikou Stadiou, Katerini with repayment of the remaining liability of € 0.68 million.
On 05.04.2024, the subsidiary PANFIN S.A. signed with Piraeus Bank a bond loan of € 7.1 million with 5-year duration with the
aim of: a) the repayment of an intragroup loan to the parent Company PANDORA INVEST S.A. b) general business purposes
and c) the purchase of properties. During the current year, amount € 2.8 million was disbursed.
On 30.08.2024, the Company signed with Piraeus Bank a bond loan of amount up to € 16 million with 5-year duration with the
aim of refinancing a) existing bond loans and b) an existing finance lease. During the current year, the entire loan was
disbursed.
On 13.09.2024, the subsidiary PREMIA MAROUSI S.A. signed with Piraeus Bank an amendment to an existing bond loan
concerning an interest rate reduction. The company has assessed the effect of the amendment and continues to recognize the
existing loan under the amended term.
On 25.09.2024, the Company signed a Credit Agreement with an Open Mutual Account of € 2.3 million with a duration of 9
months for the partial reconstruction of an existing building in Pikermi. This Agreement will be repaid from a loan agreement to
be signed under the Recovery and Resilience Facility until 25.06.2025. During the current year, an amount of € 0.80 million was
disbursed.
On 10.10.2024 the Company proceeded to an early termination of the lease by acquiring the ownership of the property located
at the 7th km of the Kalamata - Tripoli National Road with repayment of the remaining liability of € 3.5 million.
On 30.10.2024, the subsidiary SUNWING S.A. signed a 15-year bond loan with the National Bank of Greece under the Recovery
and Resilience Facility, with a maturity of 15 years, amounting € 7.36 million. During the current year, an amount of € 6 million
was disbursed with a corresponding repayment of a Mutual Account Agreement for the reconstruction of the Sunwing Kalithea
Beach hotel unit.
On 30.10.2024, the subsidiary HELIOS PALACE S.A. signed with the National Bank of Greece a 15-year bond loan of € 4.48
million under the Recovery and Resilience Facility for the reconstruction of the Sunwing Makrigialos Beach hotel unit. During
the current year, there was no loan disbursement.
On 11.11.2024, the company signed with Eurobank a modification of the existing bond loan of an amount up to € 50 million,
which concerns a reduction of the interest rate. The company has assessed the effect of the amendment and continues to
recognise the existing loan under the amended term. In addition, on 10.12.2024, an amount of € 13.9 million was disbursed.
On 21.11.2024, the subsidiary PANDORA INVEST S.A. signed with the related VIA FUTURA AB a bond loan of € 1.7 million
with a maturity date on 21.11.2034, in order to finance the participation of PANDORA INVEST S.A. in the share capital increase
of RENTI TO GO S.A.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 10 to 108
On 17.12.2024, the Company signed a Credit Agreement with National Bank of Greece with an Open Mutual Account of € 22.4
million for the purchase of shares of SUNWING S.A., which was repaid on 24.12.2024. The repayment was financed by an
intragroup loan of the Company from SUNWING S.A., for a total amount of € 77.9 million.
On 23.12.2024, the subsidiary SUNWING S.A. signed a 12-year bond loan of € 49.34 million with the National Bank of Greece
for a) refinancing the existing borrowings and b) financing the permitted loan distribution. In the current year, amount of € 16.3
million was disbursed.
On 23.12.2024, the subsidiary HELIOS PALACE S.A. signed a 12-year bond loan of € 16.7 million with the National Bank of
Greece for a) refinancing the existing borrowings and b) financing the permitted loan distribution. During the current year, amount
of € 6.05 million was disbursed.
On 30.12.2024, the Company signed with Alpha Bank a Credit Agreement with an Open Mutual Account of € 15 million with a
duration of 18 months for the purpose of covering general business purposes of the Company. During the current year, there
was no loan disbursement.
3. Description and management of the main risks and uncertainties
The Group is exposed to risks arising from the uncertainty of the estimates of the exact market figures and their future
development. These risks include market risk (changes in market prices and interest rates), liquidity risk and credit risk. The
Group's risk management policy seeks to minimise the potential negative impact that they may have on the Group's financial
performance.
3.1. Risk related to the macroeconomic environment in Greece
Due to the nature of its business, the Group is exposed to fluctuations in the overall Greek economy and, in particular, the real
estate market. This fluctuation in macroeconomic conditions and, by extension, in the conditions of the domestic real estate
market, indicatively affects:
▪ the level of supply/demand for properties, affecting the Group’s ability to lease the vacant investment properties or lease
them on attractive terms (amount and duration of basic consideration in the lease agreements) and to creditworthy tenants;
or to increase the costs required for the conclusion of leases (e.g. configuration costs) due to reduced demand or increased
supply of properties or a shrinkage in domestic economic activity; and/or sell an asset in its portfolio (either because it does
not yield the expected return or to meet any liquidity needs) in favourable market conditions and with an expected
consideration (as the marketability of the properties, in addition to the location of the property also from the supply and
demand for the type of the property asset and the wider macroeconomic environment of Greece, is also affected),
▪ the tenants’ ability to pay rent,
▪ the discount rate and/or the supply/demand for comparable properties and, by extension, due to the above, the estimate
of the properties’ fair values.
3.2 Geopolitical developments & continuation of the Group's activities
With regard to the current geopolitical developments in Ukraine and the Middle East, it is worth noting that the Group operates
exclusively in Greece and has no tenants who come from countries directly affected by the military conflicts.
In any case and as the facts are constantly changing, any estimates regarding the effects of the geopolitical developments on
the domestic economy, the real estate market and, by extension, the Group’s financial results are subject to a high degree of
uncertainty. The Group carefully monitors and continuously evaluates developments.
Taking into account the Group’s financial position, the composition and diversification of its property portfolio, its long-term
investment horizon, in combination with the securing of the necessary financial resources for the implementation of its investment
strategy in the medium term, it is concluded that the Group has the necessary resources for the operation and implementation
of its medium-term strategy. In this way, the financial statements have been prepared in accordance with the principle of the
Group’s going concern.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 11 to 108
3.3 Market risk associated with investment property prices and rents
The Group is exposed to price risk due to potential changes in the value of properties and a reduction in rents. Any negative
change in the fair value of the properties in its portfolio and/or lease income will have a negative impact on the Group’s financial
position.
The operation of the real estate market involves risks related to factors such as the geographical location, the commerciality of
the property, the general business activity of the area and the type of use in relation to future developments and trends. These
factors, whether individually or in combination, can lead to a commercial upgrading or deterioration of the area and the property
with a direct impact on its value. Moreover, fluctuations in the economic climate may affect the risk-return ratio sought by
investors and lead them to seek other forms of investment, resulting in negative developments in the real estate market that
could affect the fair value of the Group’s properties and consequently its performance and financial position.
The Group focuses its investment activity on areas and categories of real estate (commercial properties such as storage and
distribution centres, serviced apartments, etc.) for which sufficient demand and commerciality are expected at least in the
medium term based on current data and forecasts.
In the future, the Group may be exposed to potential claims relating to defects in the development, construction and renovation
of the properties, which may have a material adverse effect on its business activity, future results, and future financial position.
The thorough due diligence that is carried out by the Group when acquiring new properties may not be able to identify all the
risks and liabilities related to an investment with adverse effects on future results and its future financial position.
In order to address the relevant risk in a timely manner, the Group ensures that it selects properties that enjoy excellent
geographical location and visibility and in areas that are sufficiently commercial to reduce its exposure to this risk.
The Group is also governed by an institutional framework, as defined by L. 2778/1999, which contributes significantly to the
avoidance and/or timely identification and management of the relevant risk, where it stipulates that: (a) the properties in the
portfolio are valued periodically, as well as prior to acquisitions and transfers, by an independent certified valuer, (b) the
possibility of investing in the development and construction of properties is provided for under certain conditions and restrictions,
and (c) the value of each property is prohibited to exceed 25% of the value of the total property portfolio.
As regards the risk arising from the reduction of lease income, and in order to minimise the risk of negative changes in such
income from significant changes in inflation in the future, the Group enters into long-term operating leases. Annual rent
adjustments, for the majority of leases, are linked to the CPI plus margin and in case of negative inflation there is no negative
impact on rents.
3.4 Cash flow risk due to changes in interest rates
The Group is exposed to fluctuations in interest rates prevailing in the market, which affect its financial position and cash flows.
The Group's exposure to fluctuations in interest rate risk derives mainly from bank loans, which are generally concluded at
variable interest rates based on the Euribor.
The Group assesses its exposure to interest rate risk and examines the possibilities of managing it through, for example,
improving the terms and/or refinancing of existing loans. It is noted that a) the 5-year bond traded on the Athens Stock Exchange
of € 100 million, b) the Group’s borrowings amounting € 22.4 million, as well as c) the part of the Group’s borrowings under the
Recovery, and Resilience Facility (“RDF”), which amounted in total to € 22.8 million as at 31 December 2024, have a fixed
interest rate and are therefore not subject to the related risk.
The following sensitivity analysis is based on the assumption that the Group's borrowing rate changes, with all other variables
remaining constant. It is noted that in fact, a change in one parameter (interest rate change) can affect more than one variable.
If the borrowing rate, which constitutes the Group’s variable borrowing costs and which at 31.12.2024 was 3.878%, increases
by 100 basis points, the impact on the Group’s results would be negative by approximately € 1.67 million (excluding the fixed
borrowing costs).
Taking into account loan agreements that were signed during the year 2024, but were not disbursed, and were disbursed
subsequently, the Group’s average borrowing cost is 3.629%. Under these agreements, an additional amount of borrowings of
€ 43.64 million has now a fixed borrowing rate and is not subject to the related risk.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 12 to 108
3.5 Risks concerning the Group's financing
Liquidity risk is the potential inability of the Group to meet its current liabilities due to a lack of sufficient cash. Available cash
balances provide the Group with strong liquidity. As part of a policy of prudent financial management, the Group’s Management
seeks to manage its borrowings by utilising a variety of financing sources and in line with its business planning and strategic
objectives. The Group assesses its financing needs and available sources of financing in the domestic financial market and
explores any opportunities to raise additional capital through the issuance of debt in that market.
Any non-compliance by the Company and the Group’s subsidiaries (including JPA) with financial covenants and other obligations
under existing and/or future financing agreements could result in the termination of such financing agreements and, further, in
a cross-default of the financing agreements, which could jeopardize the ability of the company itself and the Group companies'
to meet their loan obligations, making these obligations due and payable and while negatively affecting the Group’s prospects.
The Company’s ability to distribute dividends to its shareholders, in addition to the minimum dividend of L. 2778/1999 as in force,
is limited by the specific terms of its loan agreements.
3.6 Liquidity risk
Liquidity risk is the potential inability of the Group to meet its current liabilities due to lack of sufficient cash.
The Group ensures the liquidity required to meet its obligations in a timely manner through regular monitoring of liquidity needs
and collections from tenants, maintaining adequate cash reserves and prudent management of these reserves. At the same
time, it seeks to proactively manage its borrowings by utilizing the available financial instruments, such as the financing through
the negotiable bond loan of € 100 million issued in 2022 and the financing under the RRF.
Also, the Company has already entered into loan agreements or is in discussions with banks regarding the provision of additional
debt capital in order to carry out its investment plan.
The Group’s liquidity is monitored by the Management at regular intervals through the general liquidity ratio (current ratio). The
general liquidity ratio is the ratio of short-term assets (current assets) to total current liabilities as shown in the financial
statements.
Current Ratio
Group
Company
Amounts in € thousand
31.12.2023
31.12.2024
31.12.2023
Current assets
47,554
12,151
41,816
Current liabilities
10,764
8,530
5,456
Current Ratio
4.42
1.42
7.66
The change is mainly due to the decrease in cash and cash equivalents used for the acquisition of new investment properties
and new participations in subsidiaries and joint ventures as well as the increase in short-term loans.
3.7 Inflation risk
It relates to the uncertainty about the actual value of the Group’s investments from a possible significant increase in inflation in
future periods. With regard to this risk, which concerns reductions in lease income, and in order to minimise the risk of negative
changes in such income from significant changes in inflation in the future, the Group enters into long-term operating leases.
Annual rent adjustments, for the majority of leases, are linked to the CPI plus margin and in the event of negative inflation there
is no negative impact on rents. It is also noted that the Group during the current year has exposure to property development
projects. The increases in construction costs are not expected to have a material impact on the Group’s financial position due
to the short construction period and their small share in the Group’s total investment portfolio.
3.8 Credit risk
The Group is exposed to credit risk in respect of trade receivables from tenants and receivables from the sale of real estate.
Two major manifestations of the credit risk are counterparty risk and concentration risk.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 13 to 108
- Concentration risk: Concentration risk refers to the high dependence on specific tenants-customers, which may create either
a serious problem for the Group’s viability in the event of their insolvency or a claim for preferential treatment on the part of
the tenants.
A significant portion of the Group’s lease income derives from 2 tenants, mainly belonging to the commercial property sector
(office buildings) and the industrial sector, which together represent 25% of total lease income, with reference date
31.12.2024. Therefore, the Group is exposed to counterparty risk and any failure to pay rents, termination or renegotiation
of the terms of these leases by the tenants on terms less favourable to the Group may have a material adverse effects on
the Group’s business activity, results of operations, financial position and prospects.
- Counterparty Risk: Counterparty risk refers to the possibility that the counterparty to a transaction will default on its
contractual obligation before the final settlement of the cash flows arising from the transaction. In this case, the Group is
subject to the risk of dealing with any insolvent tenants, resulting in the creation of doubtful/uncertain receivables.
To minimise this risk, the Group assesses the creditworthiness of its counterparties and seeks to obtain adequate guarantees.
3.9 Risks relating to the activity of the subsidiary JPA ATTICA SCHOOLS S.A.
JPA ATTICA SCHOOLS S.A. was established for the sole purpose of undertaking, studying, financing, constructing and
technical management of 10 school units in the Attica region. Given that the construction phase of the school units was
completed in 2017, the schools’ Operation and Maintenance phase is currently in progress.
Under the PPP Contract, specific quality specifications must be met during the schools’ Operation and Maintenance phase.
Non-compliance with the relevant specifications may lead to termination, which would have a negative impact on the results of
JPA ATTICA SCHOOLS S.A., and consequently on the Group’s results and financial position.
The main customer of JPA ATTICA SCHOOLS S.A. is KTYP S.A. (School Buildings Organization S.A.), which belongs to the
wider Public Sector, thus the Group is exposed to credit risk in the event that the Greek State fails to meet its obligations, such
as those arising from the PPP Contract, in a timely manner. Any such failure on the part of KTYP S.A. may have significant
adverse effects on the business activity and the results of JPA ATTICA SCHOOLS S.A., and by extension on the Group's results
and financial position.
The Group may suffer material losses from the activity of JPA ATTICA SCHOOLS S.A. that exceed any insurance indemnity or
from events that have taken place for which it cannot be insured, which would have a negative impact on the Group’s results
and financial position.
3.10 Capital risk
The Group's objective with regard to capital management is to ensure its ability to remain in continuing operations in order to
generate profit for shareholders and benefits for other stakeholders and to maintain an optimal capital structure in order to
reduce the capital cost.
The risk of high debt burden may result in the inability to repay loan obligations (principal and interest), non-compliance with
loan covenants and possible inability to enter into new loan agreements.
The legal regime governing Real Estate Investment Companies in Greece allows them to enter into loans and provide credit to
them in amounts not exceeding 75% of their assets for the acquisition and development of real estate.
In order to address this risk, the evolution of the capital structure is monitored on the basis of a gearing ratio, which refers to the
ratio of net borrowings to total equity at regular intervals and in any case before the decision to receive a new loan.
In accordance with the terms of the Group’s loan agreements, the Group must comply with, among others, certain financial
ratios. During the years ended 31 December 2024 and 31 December 2023, the Group complied with this obligation. It is noted
that within 2024 the Group sent requests for derogation in relation to financial ratios regarding five bond loans of the Group, in
accordance with the provisions of the relevant loan agreements, which were accepted by the competent financial institutions.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 14 to 108
The waiver letters mainly concern a) the imminent change of the terms of assumed loan agreements of new subsidiaries and b)
the extension of measurement of financial ratios of construction loans, whose financial ratios are fully satisfied as at 31.12.2025.
The Group monitors its capital based on its gearing ratio as follows:
Amounts in € thousand
Group
Company
31/12/2024
31/12/2023
31/12/2024
31/12/2023
Total Loans and grants (not including lease liabilities)
(Note 6.19)
308,892
193,829
233,382
134,192
Less: Total cash and cash equivalents (including also the
Blocked Deposits)
(Notes 6.12, 6.13)
21,945
45,025
10,608
40,381
Net Loans (not including lease liabilities) (a)
286,947
148,804
222,774
93,811
Total Equity
198,141
147,249
159,655
135,039
Total capital (b)
485,088
296,053
382,428
228,850
Gearing ratio (not including lease liabilities) (a/b)
59.15%
50.26%
58.25%
40.99%
Group
Company
31/12/2024
31/12/2023
31/12/2024
31/12/2023
Total Loans and grants (including lease liabilities
of investment properties)
(Notes 6.19, 6.20)
310,300
199,602
234,789
139,965
Less: Total cash and cash equivalents (including also
Blocked Deposits)
(Notes 6.12, 6.13)
21,945
45,025
10,608
40,381
Net Loans (including lease liabilities of investment
properties) (a)
288,355
154,577
224,181
99,584
Total Equity
198,141
147,249
159,655
135,039
Total capital (b)
486,496
301,826
383,836
234,623
Gearing ratio (including lease liabilities of investment
properties) (a/b)
59.27%
51.21%
58.40%
42.44%
4. Key Performance and Efficiency Measures
Below are presented the Alternative Performance Measures, based on the ESMA Guidelines on Alternative Performance
Measures as of 05.10.2015, derived from the Group’s condensed interim financial statements.
Alternative Performance Measures should not be considered that they substitute other figures that have been calculated in
accordance with IFRSs and other historical financial measures. The Company presents these figures as it considers them to be
useful information for the assessment and comparison of its operating and financial performance with other companies in the
industry. These figures are used by the Company’s Management to monitor the Group’s operating performance and financial
position. As these figures are not calculated in the same way by all companies, the presentation of these figures may not be
consistent with similar figures used by other companies. The Management of the Company measures and monitors the
performance of the Group on a regular basis based on the following measures, which are not defined or specified in IFRS, which
are used in the sector in which the Group operates.
Current ratio
The Group's Management monitors the liquid Assets and current Liabilities based on the following ratio:
Current Ratio
Group
Company
Amounts in € thousand
31.12.2023
31.12.2024
31.12.2023
Current assets and property assets held for sale
47,554
12,151
41,816
Current liabilities
10,764
8,530
5,456
Current Ratio
4.42
1.42
7.66
The change is mainly due to the decrease in cash and cash equivalents used for the acquisition of new investment properties
and new participations in subsidiaries and joint ventures as well as the increase in short-term loans.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 15 to 108
Gearing ratio
The Company’s management monitors the development of the Group's capital structure based on the following ratios:
Leverage ratio (Loan-to-Value)
Group
Company
Amounts in € thousand
31.12.2023
31.12.2024
31.12.2023
Long-term loans and grants
189,133
229,705
131,636
Short-term loans and grants
4,696
3,676
2,556
Long-term lease liabilities for investment property (note 6.20)
4,874
1,381
4,874
Short-term lease liabilities for investment property (note 6.20)
899
26
899
Total Borrowings (a)
199,602
234,788
139,965
Less: Blocked deposits (b)
7,308
2,281
3,396
Less: Cash and cash equivalents (c)
37,717
8,327
36,985
Net financial debt (a-b-c = d)
154,577
224,181
99,584
Investment Property and property assets held for sale
260,895
210,920
189,625
Advances for the purchase and construction of investment
properties
6,678
2,824
5,266
Investments in joint ventures and associates
2,823
13,833
3,562
Financial assets at amortised cost
(non-current and current portion)
36,792
-
-
Total Investments (e)
307,188
227,577
198,453
Total Assets (f)
356,147
407,464
280,816
Loan to Value - LTV (a/e)
64.98%
103.17%
70.53%
Net Loan to Value - Net LTV (d/e)
50.32%
98.51%
50.18%
Gearing ratio (a/f)
56.04%
57.62%
49.84%
(1) The Gearing (leverage) ratio is defined as long-term and short-term debt plus granted loans, plus short-term and long-term liabilities from investment property
leases (notes 6.19, 6.20) as shown in the statement of financial position divided by total assets at each reporting date.
(2) Loan to Value (hereinafter "LTV") ratio, which is calculated as total debt divided by total investments.
- Total financial debt is defined as the sum of short-term and long-term loans, plus granted loans plus short-term and long-term liabilities from investment
property leases (note 6.19, 6.20).
- Total investments are defined as the sum of investment property, advances for the purchase of investment property, investments in joint ventures and
associates and financial assets at amortized cost.
(3) Net Loan to Value (Net LTV) ratio (hereinafter “Net LTV”), which is calculated as the net financial debt divided by total investments.
- Net financial debt is defined as the sum of total short-term and long-term loans, plus granted loans, plus short-term and long-term liabilities from investment
property leases (note 6.19, 6.20), less cash and cash equivalents and blocked deposits.
- Total investments are defined as the sum of investment properties, advances for the purchase of investment property, investments in joint ventures and
financial assets at amortized cost.
Share Information and Net Asset Value (NAV)
Net Asset Value (NAV) is defined as total net worth (before non-controlling interests). The table below shows the calculation of
NAV and NAV per share:
The Group
Amounts in € thousand
31/12/2024
31/12/2023
Net Asset Value(1) (a)
197,911
147,221
Number of shares at the end of the year (2)(b)
95,105
85,902
Net Asset Value (per share) (a)/(b)
2.08
1.71
(1) before non-controlling interests
(2) after deduction of treasury shares
Adjusted Earnings before taxes, financing and investing results and depreciation-amortisation (Adjusted EBITDA)
The Group’s adjusted earnings before interest, tax, depreciation and amortisation (Adjusted EBITDA) are as follows:
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 16 to 108
The Group
Amounts in € thousand
31.12.2024
31.12.2023
Change %
Profit for the year
40,870
7,243
Plus: Depreciation-Amortisation of Property, plant and equipment
and intangible assets
723
293
Less /Plus: Share of losses/profit from investments in joint venture
(11,731)
286
Less : Share of losses from valuation of financial derivatives
(926)
-
Plus: Finance expenses - net
6,219
4,801
Plus: Taxes
1,954
1,446
Earnings before interest, tax, depreciation and amortisation
(EBITDA)
37,109
14,069
Plus / (Less): Net loss (gains) on revaluation of investment
properties at fair value
(23,002)
(2,307)
Plus / (Less): Net non-recurring expenses
-
252
Adjusted Earnings before interest, tax, depreciation
and amortisation (Adjusted EBITDA)
14,107
12,015
17.41%
Funds from Operations – FFO
The Group’s funds from operations (FFO) have as follows:
Funds from Operations – FFO
The Group
Amounts in € thousand
31.12.2024
31.12.2023
Change %
Profit for the period attributable to equity holders of the Company
from continuing operations
40,668
7,246
Plus: Depreciation-Amortisation of Property, plant and equipment
and intangible assets
723
293
Less / Plus: Share of income/losses from investments in joint
venture
(11,731)
286
Less: Share of losses from valuation of financial derivatives
(926)
-
Plus / (Less): Net gains/(losses) on revaluation of investment
properties at fair value
(23,002)
(2,307)
Less: Gains on sale of investment properties
(1,491)
(1,170)
Plus / (Less) : Net non-recurring expenses
-
252
Plus: Non-cash expenses for share grant plans*
617
634
Less / Plus: Loss from the amendment to contractual terms of
loans
(967)
-
Plus/(Less) : Profit/(loss) attributable to non-controlling interests as
regards the above adjustments
202
(3)
FFO
4,093
5,231
(21.75) %
* The figures of the previous year have been restated by the amount € 634 thousand in order to be comparable with those of the current year.
5. Prospects for 2025
The prospects for the Greek economy remain positive, but the international macroeconomic environment remains volatile during
the geopolitical uncertainty due to the ongoing wars in Ukraine and the Middle East and in anticipation of any possible effects
as a result of the new political situation in the United States. An important development is the de-escalation, by 100 basis points
in total, of the European Central Bank’s benchmark interest rate, with the expectation of further reductions, which has a positive
impact on both the course of Euribor and thus the Group’s borrowing costs, and its tax liabilities.
Management remains focused on the effective implementation of the Group’s business plan, seeking to add to its portfolio high-
yielding qualitative properties with long-term contracts and reliable tenants. Priority is still given to income properties, while
participation in re-development projects is considered on a case-by-case basis in order to achieve increased yields and goodwill.
The Company focuses on sectors where it already has a presence and the medium-term expectations remain positive, such as
logistics/industrial properties, student residences and hotels, while it is selectively considering entering into new sectors which
are estimated to have both demand and growth prospects.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 17 to 108
Particular emphasis is placed on the effective management of its borrowings and the financing of the Group on competitive
terms, using all appropriate financial instruments such as financing under the Recovery and Resilience Facility.
The Company looks forward to continuing its development course in 2025 based on the completion of significant investments
within 2024 as well as on new investments that are being implemented or have been put into action and are expected to enhance
the Group’s financial performance. Lastly, the Management systematically monitors and evaluates the macroeconomic and
financial data that are being formed in order to make the necessary adjustments, if required.
6. Significant transactions with related parties
All transactions with related parties have been carried out on an arm’s length basis (in accordance with normal commercial
terms for similar transactions with third parties). Significant transactions with related parties, as defined by the International
Accounting Standard 24 “Related Party Disclosures” (IAS 24), are presented in detail in Note 6.35 of the Annual Financial
Information for the year ended 31 December 2024.
7. Environmental issues
The Group's operations and properties, as well as any properties it may acquire in the future, are subject to several local, national
and international environmental laws and regulations, including any relevant EU rules and regulations related to environmental
protection and human health and safety.
These laws and regulations generally govern the quality of air and water, noise pollution levels, indirect environmental effects
such as permitted land uses, protection of archaeological sites and findings, increased motor vehicle activity, liquid waste
disposal, gas emissions, waste disposal (including solid and hazardous waste) and any corrective measures that need to be
taken.
Property owners are usually liable for breaching these laws and regulations, although liability arising from certain activities (e.g.
those carried out in the course of a commercial business) may be borne by the users (tenants) of the property.
The Group’s activities and properties comply in all material respects with applicable local, national and international
environmental laws and regulations and that there are no environmental restrictions that may significantly affect the Group’s use
of these properties. No cases of material non-compliance, liability or claims relating to any environmental laws or regulations
have been communicated to the Group’s companies by any public authority and the Company is unaware of any such
circumstances in relation to any properties that constitute part of the Group's portfolio.
However, it is possible that its environmental studies may not reveal all possible environmental liabilities. It is also possible that
subsequent investigations may identify adverse environmental conditions that have arisen since the preparation of its
environmental studies or that there are material environmental liabilities of which the Company is currently not aware. The
Company has not recorded a material liability in relation to environmental issues in its financial statements.
In the process of acquiring properties, the Company carries out a thorough legal and technical inspection of these properties,
which includes data related to land use & environmental issues (energy efficiency certificate of the property, certificates of non-
existence of arbitrary acts, etc.).
8. Labour issues
The Group and the Company comply with labour legislation and collective agreements where applicable, including health and
safety rules. The Group and the Company wish to conduct regular training and educational seminars for their personnel based
on professional requirements and operational or individual needs.
The Group's priority is to attract and retain competent executives, promote equal opportunities and protect diversity. The Group's
Management applies impartial criteria, without discrimination in recruitment/selection, remuneration, training, assignment of
work duties or any other work activities. The factors taken into consideration for the recruitment are the experience, personality,
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 18 to 108
theoretical training, qualifications, efficiency and abilities of the individual, without any form of discrimination with regard to
gender, nationality, age, marital status and other characteristics.
a) Equal opportunities and human rights
The Group as an employer has an obligation to respect the principle of equality in employment relations in all its aspects,
including equality between men and women. As at 31 December 2024, the Group employed 17 employees of which 35% were
men and 65% were women (31 December 2023: 17 employees of which 41% were men and 59% were women). The subsidiaries
did not employ staff. The employees are of different gender and age groups and it is a consistent policy to provide equal
opportunities to employees, regardless of gender, religion, disadvantage or other aspects. The Group's relations with staff are
excellent and no labour problems are experienced.
b) Health and safety at work
Safety at work, or the provision of a working environment that protects the health and enhances the well-being of its employees,
is an overriding priority and an essential requirement in the operation of the Group. In light of this, the Group complies with the
existing legislation on Health and Safety at work while following international best practices. The Group maintains at the
workplace the necessary consumables for first aid in case of need, and systematically trains its employees in first aid or
emergency response (fire, earthquake). The Group has a safety technician, in accordance with the applicable Legislation.
The Group takes measures to protect its employees, ensures the maintenance and monitoring of the safe operation of company
facilities and develops procedures and a Health and Safety policy. To ensure the safety of both employees and the Group's
records, all necessary safety standards (security systems, fire detection system and office evacuation plan) are observed.
c) Respect for employees’ rights
The Group respects the rights of employees and complies with labour Legislation and everything it stipulates. During the year
2024, as well as during the previous year 2023, no audit body accounted for violations of the labour Law. There is no employee
union in the Group. It is noted that for 2024 the Company has received Great Place to Work.
9. Dividend policy
The dividend distribution for the year 2024 will be decided by the Company’s Annual General Meeting of the Company’s
shareholders. The Board of Directors of the Company will propose to the Annual General Meeting of Shareholders the
distribution of dividend for the year 2024. Upon resolution of the Ordinary General Meeting of the Company’s shareholders on
31.05.2024, it was decided dividend distribution for the year 2023 totalling € 2,613,815.
10. Treasury shares
At 31.12.2024, the Company held 61,904 treasury shares of total value € 0.08 million and with an average acquisition price of
€ 1.277 per share.
On 19.12.2024, the Company proceeded to the sale of 1,563,177 treasury shares at an issue price of € 1.36 per share, in order
to pay the consideration for the acquisition of the new subsidiary SUNWING S.A.
11. Transactions and settlements not included in the Annual Financial Statements
There are no transactions, acts, contracts or other settlements carried out by the group’s companies that are not reported in the
annual financial statements as at 31.12.2024.
12. Events after the Date of the Financial Statements
On 16.01.2025, the Company, following a bidding completed on 06.11.2024, signed a contract for the purchase of a property in
Kalamaria at 33, Ethnikis Antistaseos Str. for consideration € 5.6 million payable on 15.04.2025.
On 16.01.2025, the Company, in implementation of a preliminary agreement concluded on 25.10.2024, signed a contract for the
purchase of a property in Larissa, for consideration € 2 million. This property will be reconstructed into student residences.
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Amounts in EURO (unless otherwise stated)
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During January 2025, the Company signed a binding agreement for the purchase of a winery with guesthouses and vineyards
in Nemea.
On 27.01.2025, the Company signed with Optima Bank an Agreement to provide credit in an open mutual account up to the
amount of € 10.38 million for the purchase and reconstruction of properties into student residences.
On 28.01.2025, the Company signed with Optima Bank an agreement to provide credit in an open mutual account up to the
amount of € 4.99 million as interim financing until the disbursement of a bond loan for the purchase of shares of the company
MOUDROS S.A. The disbursement of the above bond loan will take place until 31.03.2025.
On 29.01.2025, the Company, in implementation of a preliminary agreement signed on 14.11.2024, proceeded to the acquisition
of 100% of the shares of MOUDROS S.A. for consideration € 4.99 million. Following the implementation of the agreement, a
bond loan of MOUDROS S.A. amounting € 2.77 million was repaid. The Company’s management assessed the above
investment as an asset acquisition.
On 21.02.2025, the subsidiary PANFIN S.A. signed with Piraeus Bank an amendment to an existing bond loan regarding a
reduction of the interest rate.
On 25.02.2025, the Group proceeded to the purchase of a commercial property, by signing two purchase and sale agreements
with different counterparties, in Ilioupoli for total consideration € 2.68 million, through its subsidiary PANDORA INVEST S.A.
On 04.03.2025, the Company signed with Alpha Bank an amendment to an existing bond loan regarding a reduction of the
interest rate.
On 28.03.2025, the subsidiaries SUNWING S.A. and HELIOS PALACE S.A. signed with the National Bank of Greece a
disbursement of fixed interest rate bond loans of € 32.99 million and € 10.65 million respectively, which were signed on
23.12.2024, for the purpose of refinancing existing bond loans.
On 31.03.2025, the Company paid the amount of € 0.82 million for an increase in the share capital of P & E INVESTMENTS
S.A., which corresponds to its participation percentage in this company.
There are no other significant events subsequent to the date of the Financial Statements, which concern either the Group or the
Company.
13. Corporate Governance Statement
According to the provision of paragraph 1 of article 152 of L. 4548/2018, article 18 of L. 4706/2020, as well as the Instructions
(Part E’) of the Hellenic Corporate Governance Code, the Annual Report of the Board of Directors of the Company additionally
includes the Corporate Governance Statement for the financial year 2024. The reporting date of the Corporate Governance
Statement is 31.12.2024.
In accordance with the above provisions, the Corporate Governance Statement of the Company includes the following sections:
A. Corporate Governance Code to which the Company is subject and deviations from its Special Practices,
B. Corporate Governance Practices, which apply beyond the requirements of the applicable legislation,
C. The Company’s Internal Control System and Risk Management in relation to the process of preparation of the financial
statements,
D. Composition and operation of the Board of Directors and other management or supervisory bodies or Committees,
E. Suitability Policy and Diversity Policy regarding the composition of the management, administrative and supervisory bodies
of the Company
F. Policy on Related Party Transactions
G. Sustainable Development Policy of the Company.
Α. Corporate Governance Code
In compliance with article 17 of L. 4706/2020, the company adheres to the Hellenic Corporate Governance Council’s Hellenic
Corporate Governance Code (2021 edition) - subject to its Board of Directors’ decision dated 07.07.2021, which takes into
account the relevant amendments to the legislative framework, the regulations, the best international corporate governance
practices, as applicable and is posted on the Company’s website.
Listed below are the special practices of the Corporate Governance Code, with which the Company has not complied, with a
brief explanation as to the reasons justifying the specific non-compliance/deviation and those for which it is in the process of
compliance.
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Amounts in EURO (unless otherwise stated)
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Non-compliance/deviation from special practices.
Part A – Board of Directors
2.2. Composition of the Board of Directors
2.2.21 The Chairman is elected by independent non-executive members. In case the Chairman is chosen by the non-executive
members, an independent non-executive member is appointed as Vice-Chairman or as Senior Independent Director.
2.2.22 The independent non-executive Vice Chairman or the Senior Independent Director, as the case may be, has the following
responsibilities: supports the Chairman, acts as a liaison between the Chairman and the Board members, coordinates the
independent non-executive directors and leads the evaluation of the Chairman.
According to the current structure and composition of the company’s Board of Directors, the Chairman of the Company is not
selected by the independent non-executive directors is an executive member and has the required knowledge, experience and
know-how on the Company’s activities and operation and the Vice Chairman is a non-executive member (in compliance with
para. 2.2.19) and has international experience in the real estate industry. At the company’s discretion, the existing structure and
composition of the Board of Directors effectively serves its business and operational needs.
Special practices in the process of compliance
Part A – Board of Directors
2.2. Composition of the Board of Directors
2.2.15 The Company shall ensure that the diversity criteria relate not only to the members of the Board of Directors but also to
the senior and/or senior management with specific gender-specific representation targets and timeframes for achieving them.
The gender representation percentage on the Board of Directors complies with the provisions of l. 4706/2020, while that of the
senior executives depends mainly on the availability of executives in the labour market. The adoption of this practice is under
review and evaluation. In any case, it is noted that in the total number of the Company's personnel, 65% are women and 35%
are men.
B. Corporate Governance Practices in addition to the provisions of the law
The Company does not implement Corporate Governance practices in addition to the requirements of the applicable law.
C. Internal Control System & Risk Management
Main features of the Internal Control System
The Internal Control System, to which the company attaches particular importance, consists of audit mechanisms and audit
procedures that cover all its activities in order to ensure its effective and safe operation. The Company's Internal Control System
comprises the set of internal control mechanisms and procedures, Policies, Rules and Codes, including risk management,
internal control and regulatory compliance, which covers on a continuous basis every activity of the Company and contributes
to its safe and effective operation. The Internal Control System is designed to ensure:
▪ the consistent implementation of the business strategy, with effective use of available resources,
▪ the identification and management of the assumed risks,
▪ the completeness and reliability of the records and information required for the accurate and timely determination of the
company's financial position and for the preparation of reliable financial statements,
▪ compliance with the applicable regulatory framework, internal regulations, and rules of conduct,
▪ the prevention and avoidance of errors that could jeopardize the reputation and interests of the Company, its Shareholders
and its Related parties,
▪ the effective operation of the IT systems in support of the business strategy and for the secure transfer, processing and
storage of critical business information.
The Company has established an Audit Committee, which is responsible for monitoring the financial information procedures, for
the effective operation of the internal control system and the risk management system, as well as for the supervision and
monitoring of the statutory audit and issues related to the objectivity and independence of the Certified Auditors Accountants.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
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The evaluation of the adequacy and effectiveness of the Company’s Internal Control System is carried out: a) On an ongoing
basis by the Internal Control Division, through the audits that are conducted, as well as by the Regulatory Compliance
Department regarding the compliance with the regulatory framework, b) On an annual basis by the Audit Committee of the
Board of Directors based on the relevant data and information of the Internal Control Department, the findings and
observations of the External Auditors, as well as the Supervisory Authorities. The Internal Control Department controls the
activities of the Company and the Group in order to ensure its effective operation and the reliability of the data that contribute
to the preparation of the Company’s and the Group’s financial statements. Pursuant to the provisions of article 16 para. 1(c) of
L. 4706/2020, the Board of Directors is informed, at least on a quarterly basis, about the internal control that was conducted,
by the Company’s Audit Committee.
The key functions are the compliance with the applicable regulatory framework, internal regulations, rules of conduct and
supervision of the prevention and avoidance of wrongful actions that could jeopardize the reputation and interests of the
Company and the Group as well as the stakeholders.
The Company’s Internal Regulation, which includes the necessary rules and regulate the procedures required to ensure the
proper functioning of the Company’s internal control, were approved and entered into force pursuant to the Board of Directors’
decision dated 13.12.2006 and were revised by the Board of Directors’ decisions dated 05.04.2020, 23.10.2020, 07.07.2021,
09.11.2021, 07.04.2022 and 02.07.2024.
Management of the Company’s risks in relation to the preparation of the financial statements
The procedures and policies related to the preparation of financial statements are monitored, in terms of risk management that
may arise during their preparation, by the Internal Control Department, in accordance with specific rules set by the Board of
Directors. These rules, among other things, aim at the control and proper recording of income and expenses as well as the
monitoring of the Company’s assets and liabilities in accordance with IFRS, and corporate and tax law, in order to ensure the
correct presentation of its financial position and performance through the financial statements.
The procedures and policies implemented by the relevant departments include, among others:
▪ The application of specific accounting principles and assumptions and the process of monitoring their compliance by
independent auditors and valuers.
▪ The preparation of budgets and the monitoring of the realisation of both income and expenses through reports addressed
to the Board.
▪ The keeping of the Company’s books in a reliable IT system while applying security rules and access restriction to these.
▪ The approval of revenue and expenditure, monitoring compliance with the terms of the relevant contracts and approval of
documents and payments.
▪ The monitoring and reporting of transactions, receivables and payables with related parties.
Results of the evaluation process of the Internal Control System according to article 14, para. 3(j) and para. 4 of L. 4706/2020
and the relevant decisions of the Board of Directors of the Hellenic Capital Market Commission
The Company, by decision of its Board of Directors, assigned in the previous year to the company Andreas Koutoupis and Co.
P.C. - KPS the assessment of the adequacy and effectiveness of the Internal Control System of the Company with reporting
date 31 December 2022, in accordance with the provisions of para. 3(j) and para. 4 of article 14 of L. 4706/2020 and decision
1/891/30.09.2020 of the Board of the Hellenic Capital Market Commission as in force (the “Legislative Framework”) and in
accordance with the Internal Control System Framework of the COSO Committee (COSO: Internal Control Integrated
Framework). The evaluation was carried out by the evaluator Andreas Koutoupis who has all the characteristics of independence
and objectivity, has proven professional experience and training and holds the appropriate professional certifications.
The conclusion, which is included in the Evaluation Report on the adequacy and effectiveness of the ICS, states that no material
weaknesses of the ICS have been identified, in accordance with the Regulatory Framework. The Company is monitoring and
reviewing the evaluator’s recommendations for improvement of the internal control system.
Monitoring of the Corporate Governance System
Evaluation of the corporate governance system as provided for in art.4, para. 1 of L. 4706/2020.
In accordance with the provisions of article 13 of L. 4706/2020, the Company implements a Corporate Governance System,
which includes at least the following:
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 22 to 108
a) an adequate and effective internal control system, including risk management and regulatory compliance systems,
b) adequate and effective procedures for the prevention, detection and suppression of situations of conflict of interest,
c) adequate and effective communication mechanisms with shareholders, in order to facilitate the exercise of their rights and
the active dialogue with them (shareholder engagement),
d) a remuneration policy, which contributes to the business strategy, the long-term interests and the sustainability of the
Company.
The Board of Directors, in the context of the obligations arising from para. 1 of L. 4706/2020, decided that the evaluation of the
corporate governance system should be carried out with the contribution of the Internal Audit and Regulatory Compliance
Officers under the supervision of the Audit Committee with a reference date as at 31.12.2024 and a reference period as at
17.07.2021 – 31.12.2024.
The adequacy and effectiveness of the Internal Control System including risk management and regulatory compliance systems,
as part of the Corporate Governance System, have been reviewed by an external evaluator as mentioned above.
The above evaluation did not identify issues that could be considered as a serious weakness of the system in terms of its
adequacy and effectiveness.
D. Composition and operation of the Board of Directors and other management or supervisory bodies or Committees
General Meeting of shareholders
Function of the General Meeting
According to the Articles of Association, the General Meeting of shareholders is the supreme management body, which decides
on all corporate matters and its legal decisions are binding on all shareholders.
The General Meeting of shareholders is held by the Board of Directors and meets regularly at a place and time determined by
the Board of Directors within the first half of each financial year.
The General Meeting shall be held at least 20 full days prior to the date of the meeting by means of an invitation which shall
clearly state the time and place of the meeting, the agenda items and the procedure the shareholders need to follow in order to
have a participation and voting right. The Invitation is published as required by law and is posted on the Company’s website.
The General Meeting meets and has a quorum if 20% of the share capital is present and represented, except where an increased
quorum of 2/3 of the share capital is provided for in accordance with the Articles of Association.
The shareholders who participate in the General Meeting and have the right to vote elect the chairman and a secretary. The
agenda items are then discussed and resolutions are taken on these items by absolute majority. Minutes shall be kept of the
items discussed and resolved, which are signed by the Chairman and the Secretary of the meeting and published in accordance
with the provisions on regulated information.
The General Meeting is solely competent to decide on the following matters:
a) the merger, split, transformation, revival, extension of the duration or dissolution of the company
b) the amendment of the Articles of Association
c) the increase or decrease of the share capital, as well as those imposed by the provisions of other laws
d) the election of the members of the Board of Directors except for the case of article 22 of the Articles of Association
e) the appointment of auditors
f) the appointment of liquidators
g) the approval of the annual financial statements and any consolidated financial statements of the Company
h) the distribution of annual profits
i) the issuance of bond loans and any other form other than a common bond loan (article 69 of L. 4548/2018)
j) the approval of the overall management that took place during the respective year, in accordance with article 108 of
L. 4548/2018 and discharge of the auditors,
k) the approval of the granting of compensation or fees to members of the Board of Directors as provided for in article 109 of
L. 4548/2018)
l) the approval of the policy of remunerations of article 110 and the remuneration report of article 112 of L. 4548/2018.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 23 to 108
Shareholders' rights
Shareholders’ rights, as defined by the relevant law and the Articles of Association, depend on the percentage of their
participation in the company’s paid-up share capital.
▪ Dividend right:
1. Shareholders are paid a dividend of at least 50% of the Company's annual net distributable profits, after withholding
any amount provided for by law 4548/2018, as in force.
2. A lower percentage or no dividend may be distributed by the Company upon resolution of the General Meeting of its
shareholders, either to form an extraordinary tax-free reserve from other income other than capital gains, or to distribute
shares free of charge to shareholders by increasing its share capital in accordance with the provisions of l. 4548/2018.
3. If at the end of a financial year a loss of case d' of paragraph 3 of article 22 of L. 2778/1999 the formation of a provision
up to the total loss is permitted for covering the loss.
Every shareholder who is listed in the shareholders’ register that is kept by the Company at the date of determination of
dividend recipients is entitled to a dividend. The dividend is paid to the shareholder within two months of the Annual General
Meeting that approved the annual financial statements. The method and place of payment shall be announced in the Press.
The right to collect the dividend shall lapse and the corresponding amount shall be transferred to the State after 5 years
from the end of the year in which the General Meeting approved the distribution of the dividend.
The liability of the company's shareholders is limited to the nominal value of the shares they hold.
Administrative, Management, Supervisory Bodies and Senior Management
According to Article 9 of the company’s Articles of Association and article 116 of L. 4548/2018, the General Meeting of
shareholders is the Company’s supreme body, which elects the Board members. According to articles 19 and 20 of the
Company’s Articles of Association and article 77 of L. 4548/2018, the Board of Directors is the Company’s Management body.
The company declares that it has fully complied with the provisions of articles 1-24 of L. 4706/2020.
In compliance with article 17 of L. 4706/2020, the Company implements with the decision of its Board of Directors dated
07.07.2021 the Hellenic Corporate Governance Council’s Hellenic Corporate Governance Code (2021 edition), which takes into
account the relevant amendments to the legislative framework, the regulations, the best international corporate governance
practices, as applicable and is posted on the Company’s website.
The company has an updated Internal Regulation, in accordance with the provisions of article 14 of L. 4706/2020, which were
approved at the meeting held by the Board of Directors dated 07.07.2021 and amended by the Board of Directors’ decisions as
of 09.11.2021, 07.04.2022 and 02.07.2024 and its summary is posted on the Company's website (https://www.premia.gr).
The Company’s Management declares that the administrative, management and supervisory bodies and senior management
are (a) the members of its Board of Directors, (b) the members of the Audit Committee, the Compensation and Nomination
Committee and the Investment Committee, and (c) the Company’s Internal Auditor.
Board of Directors
The Company’s Board of Directors was elected by the General Meeting of the Company's Shareholders on 31.05.2024 for a
three-year term, which expires on 31.05.2027 and is automatically prolonged until the deadline within which the next Annual
General Meeting must be held and until the relevant resolution is taken, and the Board of Directors' was formed into a body by
the decision of the Board of Directors dated 31.05.2024. The Company’s Board of Directors consists of a total of eight members,
three executive and five non-executive members, of whom three are independent non-executive members.
Thus, the current Board of Directors consists of the following members:
Full name
Position on the Board of Directors
Capacity
Ilias Georgiadis of Nikolaos
Chairman
Executive Member
Frank Roseen of Anastasios
Vice Chairman
Non-Executive Member
Konstantinos Markazos of Alexios
Managing Director
Executive Member
Kalliopi Kalogera of Stamatis
Member
Executive Member
Ilias Tsiklos of Kyriakos
Member
Non-Executive Member
Vasileios Andrikopoulos of Filippos
Member
Independent Non-Executive Member
Panagiotis Vroustouris of Konstantinos
Member
Independent Non-Executive Member
Rebekka Pitsika of Georgios Taxiarchis
Member
Independent Non-Executive Member
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 24 to 108
Furthermore, it is noted that the above composition of the Board of Directors is subject to the provisions of the Suitability Policy
of the members of the Board of Directors, which was prepared in accordance with the provisions of article 3 of L. 4706/2020, it
was approved by the Board of Directors decision dated 27.04.2021, pursuant to para. 1 of article 3 of L. 4706/2020, and upon
resolution of the Extraordinary General Meeting of the Company’s shareholders dated 19.05.2021, in accordance with para. 3
of article 3 of L. 4706/2020 and is available on the company’s website (http://www.premia.gr/dioikitiko-symvoulio-2/).
The Board of Directors of the Company has an Internal Regulation, which was approved at its meeting as of 21.12.2022.
The Board of Directors has ensured for the Company an appropriate succession plan for the members of the Board of Directors
and the Managing Director. The succession plan was approved by the Board of Directors on 21.12.2022, following the
recommendation of the Nomination and Remuneration Committee.
During the year 2024, a total of 21 Board of Directors’ meeting were held, while in the year 2023 a total of 20 Board of Directors’
meeting were held. The attendance of each Board member at the Meetings of the Board of Directors during the year 2024 is
shown in the table below:
Full name
Number of
meetings for
the year 2024
Number
of meetings
attended
Attendance
percentage
Number
of meetings
represented
Ilias Georgiadis
21
21
100%
-
Frank Roseen
21
19
90%
2
Konstantinos Markazos
21
21
100%
-
Kalliopi Kalogera
21
21
100%
-
Dimitrios Tsiklos *
6
5
83%
1
Ilias Tsiklos
15
15
100%
-
Vasileios Andrikopoulos
21
20
95%
1
Panagiotis Vroustouris
21
21
100%
-
Rebekka Pitsika
21
21
100%
-
*Mr. Dimitrios Tsiklos was replaced by the new member of the Board of Directors Mr. Ilias Tsiklos, who was elected by the Ordinary General Meeting as at
31.05.2024.
Remuneration of the Board of Directors - Report on the remuneration of the Board of Directors according to article 112 of
L. 4548/2018
The remuneration of the Board of Directors is in line with the Company’s Remuneration Policy.
The remuneration of the members of the Board of Directors is subject to the approval of the General Meeting of shareholders in
accordance with L. 4548/2018 with the preparation of the Remuneration Report.
The most recent approved Remuneration Report of the members of the Board of Directors (financial year 2023) has been
prepared in accordance with article 112 of Law 4548/2018, has been approved by the Annual Ordinary General Meeting of the
Company dated 31 May 2024 and is available on the Company’s website (https://www.premia.gr).
The corresponding report for the financial year 2024 will be posted before its approval by the Annual Ordinary General Meeting
of the Company, which is expected to take place during the first Semester of 2025.
Independent Non-Executive Members of the Board of Directors
The independent non-executive members have been elected by the Ordinary General Meeting of the Company’s Shareholders,
pursuant to its resolution as of 31.05.2024.
The election of the independent non-executive members of the newly elected Board of Directors was made after it was
ascertained that each of them meets the independence requirements of article 9 of L. 4706/2020, following the recommendation
of the Nomination and Remuneration Committee.
The Board of Directors subsequently confirmed that the independence requirements were met for the year 2024.
The independent non-executive members of the B. of D. attended Board meetings, supervised the actions of the executive
members of the B. of D. and dealt with all Board matters with diligence.
The independent non-executive directors at their meeting held on 17.12.2024 discussed all matters within their competence,
namely the review of the Company’s strategy and its implementation, the achievement of its objectives, ensuring the effective
supervision of the executive directors and the review and expression of views on the proposals submitted by the executive
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
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directors, based on the existing information. Also, they discussed more general matters concerning corporate governance,
regulatory compliance, ESG strategy, published financial statements and internal audit.
Audit Committee
In accordance with article 44 of L. 4449/2017, as in force, and without prejudice to the responsibility of the members of the
Company’s Board of Directors, the Audit Committee, inter alia:
• Informs the Company’s Board of Directors of the outcome of the statutory audit and explains how the statutory audit contributed
to the integrity of financial reporting and what the role of the Audit Committee was in this process.
• Monitors the financial reporting process and makes recommendations or proposals to ensure its integrity.
• Monitors the effectiveness of the Company’s internal control, quality assurance and risk management systems and, where
applicable, its internal control department, with regard to the Company’s financial reporting, without violating its independence.
• Monitors the statutory audit of annual and consolidated financial statements.
• Reviews and monitors the independence of Certified Public Accountants or Audit Firms in accordance with articles 21, 22, 23,
26 and 27, as well as article 6 of Regulation (EU) No. 537/2014 and in particular the suitability of the provision of non-audit
services to the Company, in accordance with article 5 of Regulation (EU) No. 537/2014.
• It is responsible for the selection process of Certified Public Accountants or Audit Firms and proposes the Certified Public
Accountants or Audit Firms to be appointed in accordance with article 16 of Regulation (EU) No. 537/2014, unless article 16,
para. 8 of Regulation (EU) No. 537/2014 is applied.
The Audit Committee has and implements its own internal regulations, which were initially approved and entered into force by
the decision dated 13.01.2020 of the Company’s Board of Directors, and were subsequently amended and updated by the
decision dated 25.02.2021 of the Board of Directors and subsequently with the decisions dated 07.07.2021, 21.12.2021 and
01.08.2023 of the Board of Directors. The Audit Committee’s Internal Regulation in force are posted on the Company's website
(https://www.premia.gr).
The General Meeting, at its meeting, which was held on 31.05.2024, decided on the election of a three-member Audit Committee
for a three-year term, which coincides with the term of the Board of Directors, which is a committee of the B. of D. in accordance
with the provisions of article 44 para. 1c of L. 4449/2017, consisting of two independent non-executive members and one non-
executive member.
The Company’s Board of Directors, at its meeting held on 31.05.2024, following the above resolution of the General Meeting,
appointed the persons who fill the positions of the Audit Committee’s members. Subsequently, at its meeting held on 31.05.2024,
the Audit Committee was formed into a body and decided on the appointment of the independent non-executive member, Mr.
Panagiotis Vroustouris, as its Chairman.
Therefore, the Company’s Audit Committee is composed of the following persons:
Full Name
Position
Capacity
Business Address
Panagiotis Vroustouris of Konstantinos
Independent Non-Executive Member of the B. of D.
Chairman
9-11 Ethnikis Antistaseos
Street, Chalandri
Frank Roseen of Anastasios
Non-Executive Member of the B. of D.
Member
43, Gustav IIIs Boulevard
Stockholm, Sweden
Vasileios Andrikopoulos of Filippos
Independent Non-Executive
Member of the B. of D.
Member
Position Tzima, Koropi Attica
The above composition of the Audit Committee complies with the provisions of article 44 of L. 4449/2017, as in force, since the
majority of the Audit Committee’s members meet the independence requirements of article 9 of L. 4706/2020 at the date of their
election and at 31.12.2024 and all members have sufficient knowledge in the real estate sector in which the Company operates.
Moreover, at least one member of the Audit Committee has sufficient auditing or accounting knowledge and is required to attend
the Audit Committee’s meetings concerning the approval of the financial statements. In particular, Mr. Vroustouris, the Chairman
of the Audit Committee has sufficient auditing and accounting knowledge, given that he holds the title of Certified Public
Accountant and is a member of the Institute of Certified Public Accountants of Greece (SOEL Reg. No. 12921) and is the
President & CEO of MPI HELLAS S.A. in Greece since 1984. In addition, he has served for many years as a Certified Public
Accountant (CPA) and a consultant on International Financial Reporting Standards for various companies.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 26 to 108
During the year 2024, the Company’s Audit Committee held a total of 12 meetings, whereas in the year 2023, the Audit
Committee held a total of 16 meetings. The Audit Committee meetings were attended by all its members.
During the year 2024, the Audit Committee was involved, among other things, in the examination of the financial statements to
be published and their recommendation to the Board of Directors, the evaluation of the Company’s Internal Control System, the
evaluation of the Corporate Governance System, monitored the effectiveness of the Company's internal control function,
approved the design of internal audit plan of the Internal Audit Department for the year 2025, discussed and approved the
quarterly internal audit reports and their submission to the Board of Directors and participated in the selection process of the
statutory auditors for the year 2024, etc.
It also conducted a self-evaluation of its performance for the year 2024. The last amendment to the Internal Regulation was
approved at its meeting as of 01.08.2023.
Annual Report of the Audit Committee
The annual report of the Audit Committee for 2024 was prepared in accordance with the provisions of para. 1i of article 44 of
L. 4449/2020, provides information on the Committee’s work in 2024 and is posted simultaneously with the publication of this
annual financial report on the Company’s website (https://www.premia.gr).
Remuneration - Nomination Committee
The Nomination and Remuneration Committee consists solely of primarily non-executive and independent members of the
Board of Directors. In particular, it consists of three members, of whom two are independent non-executive members and one
is a non-executive member, and is presided by an independent non-executive member of the B. of D. The Nomination and
Remuneration Committee shall meet at least once a year and whenever else required. The role, the convocation procedure, as
well as the duties and responsibilities of the Nomination and Remuneration Committee are described in its Internal Regulations,
which were approved by the company’s Board of Directors on 07.07.2021.
In particular, the main duties and responsibilities of the Committee are described as follows:
With respect to the nomination of candidates:
• The determination of the Company's requirements regarding the size and composition of the Board of Directors and
the submission of proposal of changes – improvements, when deemed necessary.
• The definition of the candidate selection criteria and the determination of the responsibilities and skills of each position
on the B. of D.
• The processing of the candidate selection procedure and the proposal to the General Meeting for their election.
In relation to remuneration:
• The formulation of proposals to the Board of Directors regarding the remuneration policy to be submitted for approval
to the General Meeting and on the remuneration of persons falling within the scope of the remuneration policy.
• The review of information provided through the annual remuneration report, providing its opinion to the B. of D. before
the report is submitted to the General Meeting.
• Monitoring the implementation of the remuneration policy.
The Remuneration - Nomination Committee is composed of the following members:
Full Name
Position
Capacity
Business Address
Rebekka Pitsika
of Georgios Taxiarchis
Independent Non-Executive Member of the B. of D.
Chairman
17, Paradeisou Street,
Marousi
Frank Roseen of Anastasios
Non-Executive Member of the B. of D.
Member
43, Gustav IIIs Boulevard
Stockholm, Sweden
Vasileios Andrikopoulos of Filippos
Independent Non-Executive Member of the B. of D.
Member
Position Tzima, Koropi
Attica
The members of the Committee were appointed by decision of the Company’s Board of Directors dated 31.05.2024 and its term
of office coincides with the term of office of the Board of Directors. Subsequently, the Committee at its meeting on 31.05.2024
decided to appoint the independent non-executive member, Ms. Rebekka Pitsika, as its Chairman and was formed as a body.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 27 to 108
It is noted that the composition of the Nomination and Remuneration Committee meets the requirements of article 10, para. 3
of L. 4706/2020.
In addition, the Remuneration Policy followed by the Company has been approved upon resolution of the Extraordinary General
Meeting of the Company held on 20.11.2020 and amended upon resolution of the Ordinary General Meeting dated 29.06.2021
and the resolutions of the Extraordinary General Meetings of the Company dated 10.12.2021 and 04.05.2022. The last
amendment to the remuneration policy was made by decision of the Ordinary General Meeting on 31.05.2024.
During the year 2024, the Committee held a total of 3 meetings, while in the year 2023, the Committee held a total of 5 meetings.
All meetings were attended by all members of the Committee.
During the year 2024, the Committee was involved, among other things, in reviewing the information in the Remuneration Report
and its submission to the Board of Directors, evaluating the Chairman of the Board of Directors, the other members of the Board
of Directors and its Committees and its Secretary, reviewing the fulfilment of the independence criteria of the independent non-
executive members of the Board of Directors in accordance with par. 3 of article 9 of l. 4706/2020, the remuneration policy and
the drafting of proposals to the Board of Directors regarding the remuneration of the persons falling within its scope. Moreover,
the Committee recommended to the B. of D. the approval of a new share disposal plan for the three-year period 2024 - 2026,
as well as the election of a new Board of Directors by the Ordinary General Meeting of 31.05.2024.
Investment Committee
The Investment Committee consists of three members who are elected by the Board of Directors. The Investment Committee
shall meet whenever deemed necessary further to the invitation of its Chairman.
The composition, the appointment procedure of the Investment Committee members, its responsibilities and method of operation
are described in its Internal Regulations, which were approved by the company’s Board of Directors on 09.11.2021. In particular,
the main duties and responsibilities of the Committee are described as follows:
• Review of proposals for new investment properties or special purpose vehicles (SPVs), upon the recommendation of
the Real Estate Investment Department and with the sole criterion of the compliance of the proposed investments with
the Company's Investment Policy from time to time.
• Review of proposals for the sale of properties or special purpose vehicles (SPVs), upon the recommendation of the
Real Estate Investment Department and with the sole criterion of the proposed divestments’ compliance with the
Company's Investment Policy.
• Recommendation to the Company’s Board of Directors regarding the compliance or non-compliance of the reviewed
proposals for new investments or divestments with the Company’s Investment Policy.
• Overview of the conditions of the real estate investment market and recommendation to the Board of Directors
regarding the possible need to update the Company’s Investment Policy.
The Investment Committee consists of the following members:
Full Name
Position
Capacity
Business Address
Ilias Georgiadis of Nikolaos
Chairman, executive member of the B. of D.
Chairman
11, Arstaangsvagen
Stockholm, Sweden
Konstantinos Markazos of Alexios
Managing Director
Member
59, Vas. Sofias Avenue,
Athens
Konstantinos Pechlivanidis of Stavros
Chief Property Investment Officer
Member
59, Vas. Sofias Avenue,
Athens
The members of the Investment Committee were appointed by the decision dated 09.11.2021 of the company’s Board of
Directors. Subsequently, at its meeting that was held on 10.11.2021, the Investment Committee decided to appoint
Mr. Georgiadis as its Chairman and was formed as a body.
In the year 2024, a total of 10 Committee meetings were held regarding recommendations for the purchase and sale of properties
while in the year 2023, a total of 4 Committee meetings were held. All meetings were attended by all members of the Committee.
Secretary of the Board of Directors
The Board of Directors is supported by a competent, qualified and experienced corporate secretary to comply with internal
procedures and policies, relevant laws and regulations and to operate effectively and efficiently. The corporate secretary is
responsible, in agreement with the Chairman, for ensuring immediate, clear and complete information to the Board of Directors,
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 28 to 108
the inclusion of new members, the organisation of General Meetings, the facilitation of communication between shareholders
and the Board of Directors and the facilitation of communication between the Board of Directors and senior management.
Has been appointed Corporate Secretary of the Board of Directors Ms. Alexandra Chatzilaskari, who attends the meetings of
the Board of Directors and the Committees of article 10 of L. 4706/2020.
Evaluation of the Board of Directors and Board Committees
According to the specific practices set out in the Corporate Governance Code adopted by the Company, the Board of Directors
annually evaluates the effectiveness of its Board, its Committees as well as its Secretary.
The Chairman of the Board of Directors presides over the evaluation process in cooperation with the Nomination and
Remuneration Committee.
The evaluation of the Board of Directors and its Committees is carried out using questionnaires concerning both their individual
and collective evaluation.
The criteria taken into account in the individual evaluation concern, among other things, the use of knowledge, skills and
experience, guarantees of good character and reputation, independence of judgement and availability of sufficient time and
apply to all members of the Board of Directors and its Committees.
The criteria of collective suitability are knowledge, skill and experience, diversity, effective cooperation of the members of the
Board of Directors in the performance of their duties.
The evaluation of the Chairman of the Board of Directors includes areas such as his leadership skills, his role in the proper
organization and effective conduct of the Board of Directors’ meeting schedule, effective cooperation with the Managing Director
and the Corporate Secretary in determining agenda items and effective cooperation with the Chairmen of the Board’s
Committees.
The evaluation of the Corporate Secretary relates to his/her contribution to the proper organisation and scheduling of meetings
and the timely recording of the Board Minutes.
The evaluation for the year 2024 was completed during the first quarter of 2025 with the assistance of the Nomination and
Remuneration Committee and the review of the results indicated that the members of the Board of Directors consider its
operations, as well as those of its Committees and the Corporate Secretary, to be effective.
Internal Control Department - Internal Auditor
At its meeting held on 23.10.2020, the Company’s Board of Directors appointed Ms. Aikaterini Loizou of Evangelos as Internal
Auditor, who assumed duties as from 24.10.2020. She is a full-time employee of the Company, personally and functionally
independent and objective in the performance of her duties and has the appropriate knowledge and relevant professional
experience. The business address of the Company’s Internal Auditor is 59, Vasilissis Sofias Avenue, P.C. 11521, Athens.
The Internal Regulation of the Company’s Internal Audit Department, which includes the necessary rules and regulates the
procedures required to ensure the proper operation of the Company's internal audit, was approved and entered into force by
the decision of the Board of Directors of the Company dated 07.07.2021, following the relevant recommendation of the
Company's Audit Committee.
Pursuant to the provisions of article 16, para. 1(c) of L. 4706/2020, and in accordance with the Internal Regulation of the Audit
Committee and the Internal Regulation of the company's Internal Control Department, the Board of Directors is informed by the
company's Audit Committee, at least on a quarterly basis, about the internal audit carried out.
Risk Management Department
The company has established a Risk Management Department, which is functionally and hierarchically independent from
departments with executive responsibilities and reports to the company’s Board of Directors. The Risk Management Department
has relevant Internal Regulations and procedures.
Regulatory Compliance Department
The Company has a Regulatory Compliance Department which is characterized by independence with regard to the
departments it oversees and does not have any other executive responsibilities. The policy and procedures governing the
operation of the Regulatory Compliance Department as well as the Regulatory Compliance Officer are included in detail in the
Internal Regulations of the Regulatory Compliance Unit.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 29 to 108
Curricula vitae of the Company’s Board members and executives
Board Members
Short curricula vitae of the Board members are provided below and are also posted on the Company’s website at the following
link https://www.premia.gr/dioikitiko-symvoulio-2/
Ilias Georgiadis
Chairman, executive member
Professional Experience: Ilias Georgiadis has been running his own business in the construction and real estate sector as
Chief Executive Officer for many years. Today, he is the President and Chief Executive Officer (CEO) of the Sterner Stenhus
AB Group, in Sweden and a Board member of the Group’s company.
Education: Higher education with a focus on Commerce.
Professional Career: Member of the Board of Directors of the listed company Amasten Fastigheter AB, Sweden. Member of
the Board of Directors of Handelsbanken, Skärholmen.
Frank Roseen
Vice Chairman, non-executive member
Professional Experience: Frank Roseen, of Greek origin, has many years of experience in positions of high and individual
responsibility. He is currently Executive Director of Capital Markets and Member of the Board of Directors of Aroundtown.
Chairman of the Board of Directors of TLG Immobilien, Chairman of WCM. Member of the Board of Directors of Premia REIC,
Greece.
Education: MBA from Stockholm University, Sweden.
Professional Career: CEO for GE Capital Real Estate Germany and Central & Eastern Europe, CEO of GE Capital Real Estate
Central and Eastern Europe, CFO & Head of Asset Management for GE Capital Real Estate Asia Pacific, CFO for GE Capital
Real Estate Nordic, CFO and Chief Investment officer for WCM, Member of the Board of Directors of Bonava, Chairman of the
Board of Directors of Star Ventures Real Estate, USA. Member of the Supervisory Board for Ronson Development. CFO for
Xerox Sweden and for Philips Electronics Nordic.
Konstantinos Markazos
Managing Director, executive member
Professional Experience: Konstantinos Markazos has many years of experience in Greek and multinational companies and a
history with remarkable results in productivity and corporate profitability. He has published several articles with financial and tax
content and was a member of the working group that created the law on Greek Accounting Standards. He currently holds the
position of Managing Director of PREMIA REIC.
Education: Graduate of the Athens University of Economics and Business (AUEB) – MBA from Brunel University in London.
Professional Career: Cost specialist at Pharmaserve - Lilly S.A., Greece. Assistant Financial Manager at CHIPITA, Greece.
Chief Financial Officer at Wyeth S.A., Greece. Chief Financial Officer at SATO Group of Companies, Greece. Chief Financial
Officer at PREMIA REIC, Greece.
Kalliopi Kalogera
Executive Member
Professional Experience: Kalliopi (Kelly) Kalogera is a Lawyer, a graduate of the Athens Law School and a member of the
Athens Bar Association. She is also specialized in the whole range of Commercial and Civil Law, with further specialization in
Tax Law. Today she provides her services as Legal & Tax Counsel to PREMIA REIC.
Education: Master's degree in tax law from the Athens University of Economics and Business, Greece. Master's Degree in Tax
Law from the Jean Moulin Lyon University, France (Université Jean Moulin Lyon).
Professional Career: Tax Advisor, Ernst & Young, Greece. Lawyer at the law firm, Chara Kanellopoulou – Zerva & Associates,
Athens.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 30 to 108
Panagiotis Vroustouris
Independent Non-Executive Member
Professional Experience: Panagiotis Vroustouris has many years of experience. He holds the title of Certified Public
Accountant and he is a Member of the Institute of Certified Public Accountants of Greece (SOEL) since 1984 and he is the
President & CEO of MPI HELLAS S.A. in Greece. He is also the author of several books in the field of accounting.
Education: Degree from the University of Piraeus in Business Administration.
Professional Career: Statutory auditor and advisor on International Financial Reporting Standards (IFRS) matters in several
public interest entities and other entities in the private and public sector. He was a member of the Accounting Regulatory
Committee (ARC) in the European Union, of the Accounting Standards Board (SLOT), of the Supervisory Board of SOEL, of the
Economic Chamber of Greece, of the Insolvency Management Committee and several legislative committees in relation to
accounting, audit and tax matters.
Vasileios Andrikopoulos
Independent Non-Executive Member
Professional Experience: Vassilis Andrikopoulos is the Group Deputy CEO at Karamolegos Bakery S.A. He has many years
of experience in top executive positions in Multinational and Greek enterprises in Greece and abroad.
Education: Bachelor’s Degree in Business Administration at the Athens University of Economics and Business (AUEB).
Postgraduate studies at Harvard Business School and INSEAD in Financial Management and Mergers & Acquisitions.
Professional Career: Special Advisor to the Prime Minister of the Hellenic Republic for Growth and Entrepreneurial matters.
Managing Director of Green Cola Hellas. Managing Director of NOVAL Property, member of the VIOHALCO Group. Deputy
CEO of Olympic Brewery S.A., member of the Carlsberg Group. Chief Financial Officer of Western European Markets for
DIAGEO Plc.
Rebekka Pitsika
Independent Non-Executive Member
Professional Experience: Rebekka Pitsika has been running her own business in the Human Resources Sector as Chief
Executive Officer since 2007, with several distinctions and awards in her field. She has many years of experience in human
resources management positions in multinational and Greek companies. Founding Member of Entrepreneurs’ Organization
Greece. Included in the FORTUNE list for the 30 Most Powerful Women in Business for Greece.
Education: Business Management, Athens University of Economics and Business (AUEB) - Diplôme International de
Management, Institute Commerciale De Nancy.
Professional Career: HR Manager and Member of the Board Manpower Hellas. Head of Training and Development, Laiki Bank,
Payroll, Training and Recruitment Officer, Ericsson Hellas, Training Administrator, Metro S/M.
Ilias Tsiklos
Non-Executive Member
Professional Experience: Ilias Tsiklos has many years of experience in the construction industry. For more than twenty years
he supervised large-scale projects in Greece and Saudi Arabia as Technical Manager and Managing Director. For the last 27
years he has been Chairman & Managing Director of NOE Metal Constructions S.A.
Education: Naval Academy.
Professional Career: Chairman & Managing Director of NOE Metal Constructions S.A.
Executive Officers
Short curricula vitae of the executive officers are provided below and are also posted on the company's website at the following
link https://www.premia.gr/diefthyntika-stelehi/
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 31 to 108
Nikolaos Baziotis
Chief Financial Officer / Chief Investment Officer
Professional Experience: Mr Baziotis has extensive professional experience, of more than 20 years in total in the financial and
investment management sector, having held positions of responsibility in leading banking and business groups during his career.
He currently holds the position of CFO/CIO of the company.
Education: BSc in International and European Economics from Athens University of Economics and Business – MSc in Finance
from Birkbeck College, University of London.
Professional Career: Chief Investment Officer, Intracom Holdings, Athens. Board Member, Intrasoft International, Luxembourg.
Head of Corporate Banking Division, Alpha Bank, Athens. Head of Corporate Finance Division, Alpha Bank, Athens. Director –
Investment Banking, Alpha Bank, Athens. Investment Analyst, Emporiki Real Estate (Emporiki Bank Group), Athens. Consultant,
PricewaterhouseCoopers, Athens.
Konstantinos Pechlivanidis
Chief Property Investment Officer
Professional Experience: Konstantinos Pechlivanidis has over 31 years of experience as a consultant and investor in the real
estate markets of Greece and South-eastern Europe, holding positions of responsibility in various leading Greek and
international organizations.
Education: B.Sc. in Civil Engineering, The University of Texas at Austin. M.Sc. Engineering, The University of Texas at Austin.
Professional Career: Head of the Greek Real Estate & Hospitality divisions of EY, PwC, and Arthur Andersen in Greece.
Member of the Athens International Airport Real Estate Management & Development team. Investment Director of the Secure
Management private equity fund.
Anna Parisi
Head of Asset Management & ESG
Professional Experience: Anna Parisi has many years of experience in real estate management with specialization in the
implementation and utilization of the real estate portfolio. She currently holds the position of Head of Asset Management & ESG
at Premia Properties REIC.
Education: “Environmental Science” & “Environment & Resource Management” at the University of Toronto (UofT). She holds
a Valuer in Real Estate Property Certification from the National & Kapodistrian University of Athens as well as a diploma in
Environmental Management according to ISO from the HELLENIC MANAGEMENT ASSOCIATION (EEDE).
Professional Career: Portfolio & Asset Management-Assistant Manager, Trastor REIC, Investor Relations, Sato, Relationship
Senior Officer, Emporiki Leasing S.A., MTCC, Accounts Supervisor, Toronto, Canada.
Information regarding the number of company shares held by members of the Board of Directors and key management
executives.
The following table below shows the number of shares held by the company’s Board members and key management executives
at 31.12.2024.
Full Name
Position
Number of shares
Frank Roseen of Anastasios
Vice Chairman of the B. of D.
51,948
Konstantinos Markazos of Alexios
Managing Director
223,177
Kalliopi Kalogera of Stamatis *
Member of the B. of D.
20,145
Ilias Georgiadis
Member of the B. of D.
93,050
Ilias Tsiklos
Member of the B. of D.
14,000
Panagiotis Vroustouris of Konstantinos
Member of the B. of D.
69,445
Konstantinos Pechlivanidis of Stavros
Chief Property Investment Officer
26,029
Anna Parisi of Michail *
Head of Asset Management & ESG
9,536
Nikolaos Baziotis tou Antoniou
CFO / Head of Assets Management
48,100
* through persons with whom they have close relations
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 32 to 108
Other professional commitments of Board members
Mr. Ilias Georgiadis of Nikolaos - Chairman and executive member of the Company’s B. of D. holds the position of the
Chairman, Board Member and/or Director in the following companies:
S/N
Name of legal person
Position in Board of Directors
1.
STERNER STENHUS HOLDING AB
Member of the B. of D.
2.
STERNER STENHUS GREECE AB
Member of the B. of D.
3.
STERNER GLOBAL INVEST AB
Member of the B. of D.
4
Hstr Hus av Trä AB
Chairman of the B. of D.
5
STERNER PROJEKT AB
Member of the B. of D.
6.
STERNER STENHUS FÖRVALTNING AB
Member of the B. of D.
7.
STERNER STENHUS FASTIGHETER AB
Member of the B. of D.
8.
STENHUS FÖRVALTNING STOCKHOLM AB
Member of the B. of D.
9.
BOTKYRKA KORNET 6 & 15 AB
Member of the B. of D.
10.
STERNER STENHUS SERVICES AB
Member of the B. of D.
11.
STERNER PROJEKT 101 AB
Member of the B. of D.
12.
STERNER PROJEKT 102 AB
Member of the B. of D.
13.
STERNER PROJEKT 103 AB
Member of the B. of D.
14.
IADIS FORVALTNING 1 AB
Member of the B. of D.
15.
Iadis Västerhaninge Nödesta 13:3 AB
Member of the B. of D.
16.
Ersmark Holding 2 AB
Member of the B. of D.
17.
IADIS JB FORVALTNING AB
Member of the B. of D.
18.
Xrosspoint Invest AB
Member of the B. of D.
19.
A-P GROUP AB
Member of the B. of D.
20.
SGEG CAPITAL INVEST AB
Member of the B. of D.
21.
Via Futura Holding AB
Member of the B. of D.
22.
Via Futura AB
Member of the B. of D.
23.
Via Futura 1 AB
Member of the B. of D.
24.
Fastighetsbolaget sittesta 102 AB
Member of the B. of D.
25.
Fastighetsbolaget sittesta 103 AB
Member of the B. of D.
26.
IADR Stockholm Bygeln 1 AB
Member of the B. of D.
Mr. Frank Roseen - Vice Chairman and Non-Executive Director, member of the Audit Committee and member of the company's
Remuneration - Nomination Committee, is a B. of D. member in the following companies:
S/N
Name of legal person
Position in Board of Directors
1
AROUNDTOWN SA
Executive member of the B. of D.
2
ΤLG IMMOBILIEN GMBH
Chairman of the B. of D.
3
STENHUS FASTIGHETER I NORDEN AB
Non-executive member of the B. of D.
4
WCM AG
Chairman of the B. of D.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 33 to 108
Mr. Ilias Tsiklos - Non-Executive Member is a member of the B. of D. and/or Chairman or Legal Representative in the following
companies:
S/N
Name of legal person
Position in Board of Directors
1
NOE METAL CONSTRUCTIONS S.A.
Chairman & Managing Director
2
FOTOVOLTAIKA XANTHIS LTD
Administrator
3
NOE PROPERTIES SINGLE MEMBER PRIVATE
COMPANY
Administrator
4
EPENDYTIKI PEANIAS S.A.
Chairman & Managing Director
5
ELIAS TSIKLOS HOLDINGS LTD
Director
6
INVESTMENT COMPANY ASPROPYRGOS 2 S.A.
Chairman & Managing Director
7
EPENDYTIKI ELEFSINAS S.A.
Chairman & Managing Director
8
APOTHIKES RIKIAS SINGLE MEMBER S.A.
Chairman & Managing Director
9
AKINITA KROPIAS SINGLE MEMBER SOCIETE ANONYME
Consultant/Administrator
10
INVESTMENT COMPANY ASPROPYRGOS 3 S.A.
Chairman & Managing Director
11
KOSMION SINGLE MEMBER PRIVATE COMPANY
Administrator
12
NOE METAL CONSTRUCTION LTD
Director
13
EIT ENERGY P.C.
Administrator
14
JENHL P.C.
Administrator
15
Ε.G. HOLDINGS S.A.
Chairman & Managing Director
16
KARES XENODOCHEIAKI SINGLE MEMBER S.A.
Chairman & Managing Director
17
AKINITA ELEFSINAS SINGLE MEMBER P.C.
Administrator
18
ELAION KTIMATIKI S.A.
Chairman & Managing Director
19
AKINITA THRIAS SINGLE MEMBER S.A.
Chairman & Managing Director
20
EPENDYTIKI THRIASIOU SINGLE MEMBER S.A.
Chairman & Managing Director
21
ATHENARUM PORTUS CAMPUS SINGLE-MEMBER S.A.
Consultant/Administrator
22
SAKETOS-TSIKLOS HOLDINGS LTD
Director
Mr. Vasileios Andrikopoulos - Independent Non-Executive Member, member of the Audit Committee and the company’s
Remuneration - Nomination Committee is a Board member in the following companies:
S/N
Name of legal person
Position in Board of Directors
1
KARAMOLEGOS S.A.
Executive Member of the B. of D.
2
ATHENS CHAMBER OF COMMERCE AND INDUSTRY
(A.C.C.I.)
Member of the B. of D.
Mr. Panagiotis Vroustouris - Independent Non-Executive Member of the B. of D. and Chairman of the Company’s Audit
Committee is the Chairman and/or Managing Director of the following company:
S/N
Name of legal person
Position in Board of Directors
1
ΜPI HELLAS SA
Chairman & Managing Director
Ms. Rebekka Pitsika - Independent Non-Executive Member of the Board of Directors and Chairman of the Company's
Remuneration - Nomination Committee is a member of the B. of D. or a Legal Representative in the following companies:
S/N
Name of legal person
Position in Board of Directors
1.
PEOPLE FOR BUSINESS Α.Ε.
Chairman & Managing Director
2.
PEOPLE FOR BUSINESS EXECUTIVE N2GROWTH S.A.
Chairman & Managing Director
3
EXTRA MILE S.A.
Managing Director
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 34 to 108
4.
EXPORT CREDIT INSURANCE ORGANIZATION (ECIO)
Non-Executive member of the B. of D.
5.
Wer HOLDING
Chairman & Managing Director
6.
ATHENS CHAMBER OF COMMERCE AND INDUSTRY (A.C.C.I.)
Member of the B. of D.
E. Suitability Policy and Diversity Policy regarding the composition of the Company’s management, administrative
and supervisory bodies
The Company has established a Suitability Policy for the members of the Board of Directors, which is part of the Company's
Corporate Governance System. The Suitability Policy for the members of the Board of Directors was approved at the meeting
of the Company's Board of Directors on 27.04.2021 and at the Extraordinary General Meeting on 19.05.2021.
The Policy aims to ensure quality staffing, effective operation and fulfilment of the entire Board of Directors of the Company
based on the overall strategy and the medium and long-term business objectives of the Company with the aim of promoting the
company interest.
The Policy takes into account the provisions of law 4706/2020 and the circular no. 60/18.09.2020 of the Hellenic Capital Market
Commission, on the subject: “Guidelines for the Suitability Policy of article 3 of l. 4706/2020”.
The Board of Directors should at all times have a sufficient number of members, as defined in the Articles of Association of the
Company, as well as an appropriate composition. The Company seeks to staff the Board of Directors with persons who have
guarantees of morality, reputation and increased credibility.
Board members have the knowledge, skills, experience and independence of judgment required by the duties they undertake
and their role on the Board, while having sufficient time to perform their duties. An assessment of individual and collective
suitability will be taken into account during the selection, renewal of the term of office and replacement of a member. The
candidate members of the Board of Directors should know or be informed, among other things, as far as possible, before
assuming their position on the Board, about the culture, values and overall strategy of the Company.
In the appointment of new members of the Board of Directors, consideration has been given to the adequate gender
representation of at least twenty-five percent (25%) of the total number of Board members and the non-exclusion on grounds of
gender, race, colour, ethnic or social origin, religion or belief, property, birth, disability, age or sexual orientation.
The Company monitors on an ongoing basis the suitability of the members of the Board of Directors, in particular to identify, in
the light of any relevant new event, cases in which it is necessary to reassess their suitability.
More information regarding the Policy and its content is available on the Company's website.
F. Policy regarding related party transactions
The Company has established a specific procedure for compliance with the obligations relating to related party transactions as
part of the compliance with the provisions of article 14 of L. 4706/2020 and the obligations arising from articles 99 to 101 of
L. 4548/2018 regarding the recognition, monitoring and disclosure of the Company’s transactions with its related parties.
The Company, in the scope of its activities, may enter into commercial transactions with its related parties.
G. Sustainable Development Policy of the Company
Aiming at sustainable corporate operation of the company, Premia Properties has incorporated the principles of Business
Responsibility and Sustainable Development in its operations, according to which it expresses its current and future commitment
to matters of environmental protection, excellent working environment for the continuous care of the health and well-being of its
employees, social welfare and development and strong Corporate Governance. The Company’s Sustainability Policy is posted
on the Company's website (https://www.premia.gr).
The company’s core strategy is to promote sustainable investment opportunities that are beneficial to the environment,
employees and society as a whole and can be combined with strong investment returns.
The Company participates in the “ATHEX ESG Index” of the Athens Stock Exchange, which monitors the stock market
performance of listed companies of the Athens Stock Exchange that adopt and promote their environmental, social and corporate
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 35 to 108
governance (ESG) practices. The Company participates in the annual evaluation by completing a relevant questionnaire. For
2024, PREMIA scored a high score of 80% in the “ESG TRANSPARENCY Score”.
The Company systematically invests in the creation of an excellent working environment and proves in practice the commitment
to relationships of trust with its employees. In 2024 it received the Great Place to Work® certification, which was obtained after
evaluation with the appropriate methodology and successful response to the Trust Index©.
It was also assessed according to EPRA SBPR (Sustainability Best Practices Recommendations) criteria and GRESB (Global
Real Estate Sustainability Benchmark).
In 2024, the Company submitted an Energy Footprint Report with reference year 2023 in accordance with the provisions of
the National Climate Law (L.4936/2022). The Report has been verified according to the emission categories of ΕΝ ISO 14064-
3:2019 standard, is satisfactory and there are no material inaccuracies in the declared total emissions.
14. Board of Director’s Explanatory Report to the Ordinary General Meeting of Shareholders of the Company “PREMIA
Real Estate Investment Company Société Anonyme” in accordance with paragraph 7, article 4 of L. 3556/2007 at the
reporting date 31.12.2024
Structure of Company's share capital
The Company’s paid-up share capital at 31.12.2024 amounted to € 47,583,425, divided into 95,166,850 ordinary registered
shares with voting rights, of nominal value € 0.50 each and at 31.12.2023, amounted to € 43,563,581, divided into 87,127,162
ordinary registered shares with voting rights, of nominal value € 0.50 each.
The Company’s shares are listed for trading on the Athens Stock Exchange and have all the rights and obligations set forth in
L. 4548/2018 and the Company’s Articles of Association, as in force.
Restrictions on the transfer of the Company shares
The transfer of the Company’s shares is carried out in accordance with the Law and there are no share transfer restrictions in
its Articles of Association.
Significant direct or indirect participations within the meaning of the provisions of articles 9 to 11 of L. 3556/2007
The table below shows the Company's shareholder composition at 21.1.2025.
Shareholder
Number
of Ordinary Shares
Participation %
in Share Capital
Sterner Stenhus
36,264,824
38.11 %
Fastighets AB Balder
15,604,155
16.40%
Nequiter
9,537,000
10.02%
NLTG HH GREECE SINGLE-MEMBER
S.A.
9,191,177
9.66%
NOE S.A.
6,930,505
7.28%
Elias Tsiklos Holdings Ltd
1,703,300
1.79%
Other Shareholders (<5%)
15,935,889
16.74%
Total
95,166,850
100.00%
Holders of all types of shares conferring special control rights
There are no Company shares, which confer special control rights to their holders.
Restrictions on voting rights
The company's Articles of Association do not provide for any restrictions on voting rights.
Agreements between the company's shareholders that involve restrictions on the transfer of shares or restrictions on
the exercise of voting rights.
On 22.01.2024, an agreement was signed for the termination of the agreement dated 27.07.2020 signed between Sterner
Stenhus Greece AB and Nequiter Invest AB pursuant to which it was agreed that the latter will exercise the voting rights it holds
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 36 to 108
in the Company in favour of the election of the persons appointed by Sterner Stenhus Greece AB to the Board of Directors of
the Company and that in general it will exercise the voting rights it holds in the Company in a consistent manner to the proposals
of Sterner Stenhus Greece AB.
The Company declares that it is not aware of any other relevant shareholders’ agreement that involves restrictions on the transfer
of shares or restrictions on the exercise of voting rights.
Rules for the appointment and replacement of members of the Board of Directors and amendment of the Articles of
Association
The rules provided for in the company's Articles of Association for the appointment and replacement of Board members and the
amendment of its provisions do not differ from those provided for in L. 4548/2018.
Competence of the Board of Directors or certain Board members for the issuance of new shares or the purchase of
treasury shares
The Board of Directors and its members are not authorized to issue new shares or purchase treasury shares, which according
to the provisions of article 113 of L. 4548/2018 relate to acts, which require prior resolution by the General Meeting of
shareholders.
Significant agreement entered into by the Company that becomes effective, is amended or terminates in the event that
the control of the Company changes following a public offering and the effects of such an agreement.
There are no agreements that become effective, are amended or terminated in the event that the control of the Company
changes following a public offering.
Any agreement that the Company has entered into with Board members or with its personnel that provides for
compensation in the event of resignation or dismissal without justified reason or termination of their term of office or
employment due to the public offering.
The Company has not entered into specific agreement with Board members or with its personnel that provides for the payment
of compensation in the event of resignation or dismissal without justified reason or termination of their term of office or
employment due to the public offering.
For the Board of Directors
The Chairman
Ilias Georgiadis
Extract from the B. of D. minutes book
Athens, 3 April 2025
A member firm of Ernst & Young Global Limited
ERNST & YOUNG (HELLAS)
Certified Auditors-Accountants S.A.
8B Chimarras str., Maroussi
151 25 Athens, Greece
Tel: +30 210 2886 000
ey.com
THIS REPORT HAS BEEN TRANSLATED FROM THE ORIGINAL VERSION IN GREEK
Independent Auditor’s Report
To the Shareholders of PREMIA Real Estate Investment Company Société Anonyme
Report on the Audit of the Separate and Consolidated Financial Statements
Opinion
We have audited the accompanying separate and consolidated financial statements of PREMIA Real Estate Investment Company
Société Anonyme (the “Company”), which comprise the separate and consolidated statements of financial position as at
December 31, 2024, and the separate and consolidated statements of comprehensive income, changes in equity and cash flows
for the year then ended, and notes to the financial statements, including material accounting policy information.
In our opinion, the accompanying separate and consolidated financial statements present fairly in all material respects, the
financial position of PREMIA Real Estate Investment Company Société Anonyme and its subsidiaries (“the Group”) as at
December 31, 2024 and their financial performance and their cash flows for the year then ended in accordance with
International Financial Reporting Standards (“IFRS”), as endorsed by the European Union.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (“ISAs”), as incorporated in Greek Law. Our
responsibilities under those standards are further described in the “Auditor’s Responsibilities for the Audit of the Separate and
Consolidated Financial Statements” section of our report. We remained independent of the Company and the Group throughout
the period of our appointment in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for
Professional Accountants (“IESBA Code”), as incorporated in Greek Law, together with the ethical requirements that are relevant
to the audit of the separate and consolidated financial statements in Greece, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matter
Key audit matter is the matter that, in our professional judgment, was of most significance in our audit of the separate and
consolidated financial statements of the current period. The matter and the related risks of material misstatement were
addressed in the context of our audit of the separate and consolidated financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on this matter.
For the matter below, our description of how our audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the “Auditor’s Responsibilities for the Audit of the Separate and Consolidated
Financial Statements” section of our report, including in relation to this matter. Accordingly, our audit included the performance
of procedures designed to respond to our assessment of the risks of material misstatement of the separate and consolidated
financial statements. The results of our audit procedures, including the procedures performed to address the matter below,
provide the basis for our audit opinion on the accompanying separate and consolidated financial statements.
A member firm of Ernst & Young Global Limited
Key audit matter
How our audit addressed the key audit matter
Audit of fair valuation of investment properties (on a separate and consolidated basis)
As described to the note 2.6 of the separate and consolidated
financial statements, the Company and the Group initially
recognize Investment Properties at cost and subsequently at
fair value.
In the separate Statement of Financial Position as of
December 31, 2024, the Company presents Investment
Properties amounted to €210,9m (including fair value of the
investment properties classified as held for sale). In the
corresponding consolidated Statement of Financial Position
as of December 31, 2024, the Group presents Investment
Properties amounted to €430,9m (including fair value of the
investment properties classified as held for sale).
The Company's and the Group's Management uses significant
judgements and estimates in assessing the fair valuation of
the Investment Properties. To this respect the Company’s
Management engages independent certified valuers who
performed the calculation of the fair value of Investment
Properties as of December 31, 2024.
The significant judgments and estimates used include among
others the following:
• judgment about the rental income from future leases
• estimation for vacancies
• estimation about the discount rate used in discounted
cash flows
• estimation about the residual replacement cost method
and the residual value method
• estimation about the construction costs
• estimation for the exit yields and the capitalization
factor
• judgment about the weight given between the
discounting cash flow method and the comparative
method or the residual replacement cost method or the
residual value method
Given the subjective nature of the above judgements and
estimates used by Management and the significance of the
amount of Investment Properties to the separate and
consolidated financial statements, we consider that the fair
valuation of Investment Properties is a key audit matter.
The disclosures of the Company and the Group regarding
their accounting policy, as well as the judgments and
estimates used in the assessment of the fair valuation of
Investment Properties, are included in notes 2.6, 3.1 (a), 4.3,
and 6.1 of the separate and consolidated financial
statements.
The audit procedures performed, among others, are as
follows:
• We documented our understanding of the process, the
policies and methodology used by Management for the
valuation of Investment Properties.
• We examined on a sample basis whether the investment
properties’ data (acquisition value, square meters,
area/address of property, use of property, lease status)
presented in the separate and consolidated financial
statements are consistent with the corresponding data
appearing in the accounting records of the Company and
its subsidiaries and with the corresponding investment
properties acquisition contracts and/or with the
corresponding lease agreements.
• We compared whether the fair values of investment
properties included in the separate and consolidated
financial statements are derived from the fair valuation
reports of independent valuers dated as of December 31,
2024.
• We examined whether significant information used in the
valuations by independent valuers (specifically the
contractual rental income and the area in square meters
of the leased properties) are in line with the
corresponding lease agreements.
• With the participation of specialized executives from our
office in matters of property valuations: (a) we assessed
for a sample of Investment Properties, the market related
judgements used by the independent valuers (including
discount rates, exit yields, comparative sales data used for
comparative method and comparative rental data used
for discounting cash flow method); (b) we assessed the
assumptions related to the weight factor given between
the valuation methods (discounted cash flows method
and comparative method or residual replacement cost
method or residual value method); (c) we assessed
whether the variances are in line with the market trends
and the characteristics of the properties, and (d) we
assessed the experience, professional competence,
objectivity, and independence of the valuers.
• On a sample basis of properties, we validated the
accuracy of the independent valuers’ calculations
performed by the independent valuers for the calculation
of the fair value.
• We also assessed the adequacy of the disclosures that are
included in the relevant notes to the separate and
consolidated financial statements.
A member firm of Ernst & Young Global Limited
Other information
Management is responsible for the other information in the Annual Financial Report. The other information, includes the Board
of Directors’ Report, for which reference is also made in section “Report on Other Legal and Regulatory Requirements”, the
Statements of the Members of the Board of Directors, and any other information either required by law or voluntarily
incorporated by the Company in its Annual Financial Report prepared in accordance with Law 3556/2007, but does not include
the separate and consolidated financial statements and our auditor’s report thereon.
Our opinion on the separate and consolidated financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the separate and consolidated financial statements, our responsibility is to read the other
information identified above and, in doing so, consider whether the other information is materially inconsistent with the
separate and consolidated financial statements, or our knowledge obtained in the audit, or otherwise appears to be materially
misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Management and Those Charged with Governance for the Separate and Consolidated Financial
Statements
Management is responsible for the preparation and fair presentation of the separate and consolidated financial statements in
accordance with International Financial Reporting Standards as endorsed by the European Union, and for such internal control
as management determines is necessary to enable the preparation of separate and consolidated financial statements that are
free from material misstatement, whether due to fraud or error.
In preparing the separate and consolidated financial statements, management is responsible for assessing the Company’s and
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless management either intends to liquidate the Company and the Group or to cease operations,
or has no realistic alternative but to do so.
The Company’s Audit Committee (Article 44, Law 4449/2017) is responsible for overseeing the Company’s and the Group’s
financial reporting process.
Auditor’s Responsibilities for the Audit of the Separate and Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the separate and consolidated financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs, as
incorporated in Greek Law, will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these separate and consolidated financial statements.
As part of an audit in accordance with ISAs, as incorporated in Greek Law, we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the separate and consolidated financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
A member firm of Ernst & Young Global Limited
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s and the
Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the Company’s and the Group’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the separate and
consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may
cause the Company and the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the separate and consolidated financial statements, including
the disclosures, and whether the separate and consolidated financial statements represent the underlying transactions
and events in a manner that achieves fair presentation.
• Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of
the entities or business units within the Group as a basis for forming an opinion on the consolidated financial statements.
We are responsible for the direction, supervision and review of the audit work performed for the purposes of the group
audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine the matter that was of most significance
in the audit of the separate and consolidated financial statements of the current period and is therefore the key audit matter.
Report on Other Legal and Regulatory Requirements
1. Board of Directors’ Report
Taking into consideration that management is responsible for the preparation of the Board of Directors’ Report and the
Corporate Governance Statement that is included therein, in accordance with the provisions of paragraph 1, citations aa, ab and
b, of article 154C of Law 4548/2018, we report that:
a) The Board of Directors’ Report includes a Corporate Governance Statement that contains the information required by
article 152 of Law 4548/2018.
b) In our opinion the Board of Directors’ Report has been prepared in accordance with the legal requirements of articles
150 and 153 of Law 4548/2018, and the content of the Board of Directors’ report is consistent with the accompanying
separate and consolidated financial statements for the year ended December 31, 2024.
c) Based on the knowledge we obtained during our audit, concerning PREMIA Real Estate Investment Company Société
Anonyme and its environment, we have not identified information included in the Board of Directors’ Report that
contains a material misstatement.
2. Additional Report to the Audit Committee
A member firm of Ernst & Young Global Limited
Our opinion on the accompanying separate and consolidated financial statements is consistent with our Additional Report to
the Audit Committee of the Company, in accordance with Article 11 of the EU Regulation 537/2014.
3. Provision of Non-audit Services
We have not provided in the Company and its subsidiaries any prohibited non-audit services per Article 5 of the EU Regulation
537/2014.
Permissible non-audit services provided by us to the Company and its subsidiaries during the year ended December 31, 2024,
are disclosed in Note 6.36 of the accompanying separate and consolidated financial statements.
4. Appointment of the Auditor
We were firstly appointed as auditors of the Company by the Shareholders’ ordinary General Assembly on June 24
th
, 2022. Our
appointment has been renewed annually by virtue of decisions of the annual general meetings of the shareholders for a
continuous period of three years.
5. Rules of Procedure
The Company has in place Rules of Procedure, the context of which is in accordance with the provisions of article 14 of Law
4706/2020.
6. Reasonable Assurance report on the European Single Electronic Format
Subject Matter
We have been engaged to perform a reasonable assurance engagement in order to examine the digital files of PREMIA Real
Estate Investment Company Société Anonyme, prepared in accordance with the European Single Electronic Format (“ESEF”),
which includes the separate and consolidated financial statements of the Company and the Group for the year ended December
31, 2024 in XHTML format and the XBRL file «213800MU91F1752AVM79-2024-12-31-en.zip» with appropriate tagging on the
aforementioned consolidated financial statements, including the explanatory notes, (the “Subject Matter”), and report about
whether the Subject Matter is prepared in accordance with the Applicable Criteria.
Applicable Criteria
The Applicable Criteria for the European Single Electronic Format (ESEF) are defined in the EU Delegated Regulation 2019/815,
as amended by the EU Delegated Regulation 2020/1989 of the European Commission (the “ESEF Regulation”) and the
Interpretative Communication of the European Commission 2020/C 379/01 dated 10 November 2020, as required by Law
3556/2007 and the relevant communications of the Hellenic Capital Market Commission and the Athens Stock Exchange.
The Applicable Criteria provide, among others, the following requirements:
• all annual financial reports should be prepared in XHTML format.
• for the consolidated financial statements prepared in accordance with International Financial Reporting Standards,
the financial information included in the statement of comprehensive income, the statement of financial position, the
statement of changes in equity and the statement of cash flows, as well as the financial information included in the
explanatory notes, should be marked-up (XBRL tags and block tag), according to the Taxonomy of ESEF (ESEF
Taxonomy) as applicable. The technical specifications for ESEF, including the relevant taxonomy, are set out in the
ESEF Regulatory Technical Standards.
Responsibilities of Management and Those Charged with Governance
Management is responsible for the preparation and submission of the separate and consolidated financial statements of the
Company and the Group for the year ended December 31, 2024, in accordance with the Applicable Criteria, and for such internal
A member firm of Ernst & Young Global Limited
control as management determines is necessary to enable the preparation of the digital files that are free from material
misstatement, whether due to fraud or error.
Auditor’s Responsibilities
Our responsibility is to issue this report regarding the evaluation of the Subject Matter, based on the work performed, which is
described below in the section “Scope of work performed”.
We conducted our engagement in accordance with the International Standard on Assurance Engagements 3000 (Revised),
"Assurance Engagements Other Than Audits or Reviews of Historical Financial Information” (ISAE 3000).
ISAE 3000 requires that we plan and perform our engagement to obtain reasonable assurance for the evaluation of Subject
Matter in accordance with the Applicable Criteria. As part of the procedures performed, we assess the risk of material
misstatement of the information related to the Subject Matter.
We believe that the evidence we have obtained is sufficient and appropriate to provide a reasonable basis for our conclusion.
Professional ethics and quality management
We remained independent of the Company and the Group throughout the period of this assignment, and we have complied
with the requirements of International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants
(IESBA Code), the ethical and independence requirements of Law 4449/2017 and the EU Regulation 537/2014.
Our audit firm applies the International Standard on Quality Management (ISQM) 1, “Quality Management for Firms that
Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services engagements”, which requires that
we design, implement and operate a system of quality management including policies or procedures regarding compliance with
ethical requirements, professional standards and applicable legal and regulatory requirements.
Scope of work performed
The assurance engagement we performed is limited to the objectives included in the Decision 214/4/11-02-2022 of the Board
of Directors of the Hellenic Accounting and Auditing Standards Oversight Board and the guiding instructions to auditors in
connection with their assurance engagement on the European Single Electronic Format (ESEF) of public issuers in regulated
Greek markets, as issued by the Institute of Certified Public Accountants of Greece on 14 February 2022, in order to obtain
reasonable assurance that the separate and consolidated financial statements of the Company and the Group prepared by
management comply, in all material respects, with the Applicable Criteria.
A member firm of Ernst & Young Global Limited
Legal Name: ERNST & YOUNG (HELLAS) Certified Auditors-Accountants S.A.
Distinctive title: ERNST & YOUNG
Legal form: Societe Anonyme
Registered seat: Chimarras 8Β, Maroussi, 15125
General Commercial Registry No: 000710901000
Inherent limitations
Our work is limited to the objectives mentioned in the section “Scope of work performed” for obtaining reasonable assurance
based on the procedures described. In this context, the work we performed could not guarantee that all issues that might be
considered material weaknesses would be disclosed.
Conclusion
Based on the procedures performed and the evidence obtained, we express the conclusion that the separate and consolidated
financial statements of the Company and the Group for the year ended December 31, 2024, in XHTML file format, as well as the
required XBRL file «213800MU91F1752AVM79-2024-12-31-en.zip» with appropriate tagging on the aforementioned
consolidated financial statements, including the explanatory notes, have been prepared and presented, in all material respects,
in accordance with the Applicable Criteria.
Athens, April 3, 2025
The Certified Auditor Accountant The Certified Auditor Accountant
Andreas Hadjidamianou Eleonora Seka
SOEL R.N.: 61391 SOEL R.N.: 50131
Ernst & Young (Hellas)
Certified Auditors Accountants S.A.
8B Chimarras St., Maroussi
151 25, Greece
Company SOEL R.N. 107
Page 44 to 108
Separate and Consolidated
Financial Statements
for the year
from 1 January to 31 December 2024
According to International Financial Reporting Standards (“IFRS”)
as adopted by the European Union
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 45 to 108
Ι. STATEMENT OF FINANCIAL POSITION
Group
Company
Note
31/12/2024
31/12/2023
31/12/2024
31/12/2023
Assets
Non-current assets
Investment property
6.1
430,440,404
260,895,268
210,430,404
189,625,268
Advances for purchase and construction of
investment properties
6.1
4,245,734
6,678,288
2,823,641
5,265,850
Financial assets at amortised cost
6.2
33,186,762
34,929,797
-
-
Derivatives - Financial instruments
6.3
926,181
-
-
-
Property, plant and equipment
6.4
360,808
851,443
459,280
959,443
Right-of-use assets
6.5
693,642
820,043
693,642
820,043
Intangible assets
6.6
18,994
19,884
16,737
19,884
Investments in subsidiaries
6.7
-
-
147,280,226
31,833,737
Investments in associates
6.8
-
-
-
412,500
Investments in joint ventures
6.8
27,625,213
2,822,720
13,833,343
3,149,059
Blocked deposits
6.12
1,500,000
1,500,000
1,500,000
1,500,000
Other long-term receivables
6.9
294,781
75,516
17,785,358
5,414,059
Total non-current assets
499,292,518
308,592,959
394,822,630
238,999,843
Current assets
Trade receivables
6.10
1,356,255
932,319
1,328,207
925,463
Financial assets at amortised cost
6.2
1,871,072
1,861,760
-
-
Other short-term receivables
6.11
1,477,305
1,234,700
1,715,034
2,009,003
Blocked deposits
6.12
6,563,320
5,807,756
780,714
1,896,359
Cash and cash equivalents
6.13
13,882,023
37,717,391
8,327,310
36,984,921
Total current assets
25,149,974
47,553,927
12,151,265
41,815,746
Property assets held for sale
6.1
490,000
-
490,000
-
Total Assets
524,932,492
356,146,886
407,463,895
280,815,589
Equity
Attributable to equity owners of the
parent
Share capital
6.14
47,583,425
43,563,581
47,583,425
43,563,581
Treasury shares
6.14
(79,073)
(1,515,400)
(79,073)
(1,515,400)
Total
47,504,352
42,048,181
47,504,352
42,048,181
Share premium
6.15
19,220,245
12,673,752
19,254,026
12,707,130
Reserves
6.16
54,949,648
57,269,813
53,514,720
55,871,123
Retained earnings
6.17
76,236,617
35,229,253
39,382,331
24,412,771
Total equity attributable to equity owners
of the parent
197,910,862
147,220,998
159,655,429
135,039,205
Non-controlling interests
6.18
229,726
27,571
-
-
Total equity
198,140,588
147,248,569
159,655,429
135,039,205
Liabilities
Non-current liabilities
Borrowings
6.19
288,980,043
186,268,361
229,221,751
131,097,876
Grants related to loans
6.19
7,048,944
2,864,530
483,665
537,748
Lease liabilities
6.20
2,049,949
5,664,175
2,049,949
5,664,175
Employee benefit obligations
6.21
63,041
47,880
63,041
47,880
Provisions
6.22
248,530
403,456
248,530
303,456
Other non-current liabilities
6.23
8,875,161
2,886,095
7,211,613
2,669,109
Total non-current liabilities
307,265,669
198,134,498
239,278,550
140,320,244
Current liabilities
Trade payables
6.24
1,300,965
523,815
504,463
171,812
Current tax liabilities
6.25
1,297,903
788,224
586,985
508,555
Borrowings
6.19
12,430,133
4,551,020
3,624,940
2,515,167
Grants related to loans
6.19
432,459
144,949
51,379
40,740
Lease liabilities
6.20
147,952
1,010,949
147,952
1,010,949
Other current liabilities
6.26
3,916,823
3,744,863
3,614,196
1,208,918
Total current liabilities
19,526,236
10,763,819
8,529,916
5,456,140
Total liabilities
326,791,905
208,898,317
247,808,465
145,776,384
Total equity and liabilities
524,932,492
356,146,886
407,463,895
280,815,589
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 46 to 108
ΙΙ. STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR
Group
Company
Note
01.01-
31.12.2024
01.01-
31.12.2023
01.01-
31.12.2024
01.01-
31.12.2023
Investment property lease income
6.27
18,864,743
15,361,894
14,353,993
10,359,754
Income from provision of services
6.28
3,488,838
3,630,619
662,173
781,995
Total income
22,353,580
18,992,512
15,016,166
11,141,749
Gains on sale of investment properties
6.1
1,490,637
1,170,000
1,490,637
1,170,000
Net gains on revaluation of investment properties at
fair value
6.1
23,002,420
2,307,118
10,990,001
3,385,140
Expenses related to investment property
6.29
(6,044,290)
(5,256,461)
(2,572,637)
(1,843,654)
Personnel fees and expenses
6.30
(2,522,224)
(2,186,149)
(2,522,224)
(2,186,149)
Depreciation of PPE and intangible assets
6.4- 6.6
(722,973)
(293,355)
(722,471)
(289,157)
Other operating expenses
6.31
(1,717,229)
(1,434,370)
(1,435,934)
(1,249,298)
Other income
6.32
546,065
477,399
351,940
419,290
Operating profit
36,385,988
13,776,696
20,595,478
10,547,921
Share of profit/(loss) from investment in joint venture
and associate
6.8
11,730,709
(285,852)
-
-
Profit on valuation of financial derivatives
926,181
-
-
-
Finance income
6.33
2,772,923
2,865,558
1,338,959
673,441
Finance expenses
6.33
(8,992,263)
(7,666,560)
(6,112,693)
(4,913,517)
Profit before income tax
42,823,538
8,689,841
15,821,745
6,307,845
Tax
6.25
(1,953,804)
(1,446,431)
(1,228,207)
(810,080)
Profit for the year
40,869,734
7,243,411
14,593,538
5,497,765
Other comprehensive income
Items that will not be reclassified subsequently to
profit or loss:
Actuarial gains on defined benefit plans
(1,936)
(3,414)
(1,936)
(3,414)
Other comprehensive income for the year
(1,936)
(3,414)
(1,936)
(3,414)
Total comprehensive income for the year
40,867,798
7,239,997
14,591,602
5,494,351
Profit for the year attributable to:
Equity owners of the Parent
40,667,579
7,246,015
14,593,538
5,497,765
Non-controlling interests
202,155
(2,604)
-
-
Total profit for the year
40,869,734
7,243,411
14,593,538
5,497,765
Total comprehensive income net of tax
attributable to:
Equity owners of the Parent
40,665,643
7,242,601
14,591,602
5,494,351
Non-controlling interests
202,155
(2,604)
-
-
Total comprehensive income for the year
40,867,798
7,239,997
14,591,602
5,494,351
Basic earnings per share attributable to equity
owners of the parent
6.34
0.4716
0.0843
Diluted earnings per share attributable to equity
owners of the parent
6.34
0.4643
0.0833
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 47 to 108
ΙΙΙ. STATEMENT OF CHANGES IN EQUITY - GROUP
Note
Share capital
& Treasury
shares
Share
premium
Other
Reserves &
Stock
incentive plan
reserve
Retained
earnings
Total Equity
Owners of the
Parent
Non-controlling
interests
Total Equity
Balance at 1 January
2023
42,288,603
12,681,040
53,980,273
32,140,795
141,090,712
254,450
141,345,161
Profit for the year
-
-
-
7,246,015
7,246,015
(2,604)
7,243,411
Other comprehensive
income for the year
-
-
-
(3,414)
(3,414)
-
(3,414)
Total comprehensive
income for the year
-
-
-
7,242,601
7,242,601
(2,604)
7,239,997
Capital contribution from
non-controlling interests
-
-
-
-
-
20,000
20,000
Legal reserve
-
-
494,258
(494,258)
-
-
-
Formation of Reserve
from mergers of
subsidiaries
-
-
4,320,556
(4,320,556)
-
-
-
Share capital increase
expenses
-
(7,288)
-
-
(7,288)
(2)
(7,290)
Change of participation
percentage in subsidiary
-
-
-
244,273
244,273
(244,273)
-
Treasury shares
(240,423)
-
-
-
(240,423)
-
(240,423)
Distribution of tax-free
reserves
-
-
(1,742,543)
-
(1,742,543)
-
(1,742,543)
Termination of previous
stock incentive plan
-
-
(416,398)
416,398
-
-
-
Stock incentive plan
reserve
-
-
633,667
-
633,667
-
633,667
Balance at 31
December 2023
42,048,181
12,673,752
57,269,813
35,229,253
147,220,998
27,571
147,248,569
Note
Balance at 1 January
2024
42,048,181
12,673,752
57,269,813
35,229,253
147,220,998
27,571
147,248,569
Profit for the year
-
-
-
40,667,579
40,667,579
202,155
40,869,734
Other comprehensive
income for the year
-
-
-
(1,936)
(1,936)
-
(1,936)
Total comprehensive
income for the year
-
-
-
40,665,643
40,665,643
202,155
40,867,798
Share capital increase
6.14
3,814,000
6,560,080
-
-
10,374,080
-
10,374,080
Share capital increase
expenses
6.15
-
(13,587)
-
-
(13,587)
-
(13,587)
Legal reserve
6.16
-
-
311,125
(311,125)
-
-
-
Treasury shares
6.14
(464,903)
-
-
-
(464,903)
-
(464,903)
Sale of treasury shares
6.14
1,901,231
-
-
224,690
2,125,921
-
2,125,921
Distribution of tax-free
reserves
6.16
-
-
(2,613,815)
-
(2,613,815)
-
(2,613,815)
Termination of previous
stock incentive plan
6.16
205,844
-
(634,000)
428,156
-
-
-
Stock incentive plan
reserve
6.16
-
-
616,524
-
616,524
-
616,524
Balance at 31
December 2024
47,504,352
19,220,245
54,949,648
76,236,617
197,910,862
229,726
198,140,588
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 48 to 108
ΙV. STATEMENT OF CHANGES IN EQUITY – COMPANY
Note
Share Capital &
Treasury Shares
Share premium
Other reserves &
Incentive plan
reserve
Retained earnings
Total Equity
Balance at 1 January 2023
42,288,603
12,707,130
52,340,970
11,479,632
118,816,335
Profit for the year
-
-
-
5,497,765
5,497,765
Other comprehensive income for
the year
-
-
-
(3,414)
(3,414)
Total comprehensive income
for year
-
-
-
5,494,351
5,494,351
Legal reserve
-
-
376,771
(376,771)
-
Mergers of subsidiaries
-
-
4,678,656
4,581,219
9,259,876
Mergers of subsidiaries – results
for period 01.01. – 31.07.2023
-
-
-
2,817,942
2,817,942
Treasury shares
(240,423)
-
-
-
(240,423)
Distribution of tax-free reserves
-
-
(1,742,543)
-
(1,742,543)
Termination of previous stock
incentive plan
-
-
(416,398)
416,398
-
Stock incentive plan reserve
-
-
633,667
-
633,667
Balance at 31 December 2023
42,048,181
12,707,130
55,871,123
24,412,771
135,039,205
Note
Balance at 1 January 2024
42,048,181
12,707,130
55,871,123
24,412,771
135,039,205
Profit for the year
-
-
-
14,593,538
14,593,538
Other comprehensive income for
the year
-
-
-
(1,936)
(1,936)
Total comprehensive income
for year
-
-
-
14,591,602
14,591,602
Share capital increase
6.14
3,814,000
6,560,080
-
-
10,374,080
Share capital increase expenses
6.15
-
(13,183)
-
-
(13,183)
Legal reserve
6.16
-
-
274,888
(274,888)
-
Treasury shares
6.14
(464,903)
-
-
-
(464,903)
Sale of treasury shares
1,901,231
-
-
224,690
2,125,921
Distribution of tax-free reserves
6.16
-
-
(2,613,815)
-
(2,613,815)
Termination of previous stock
incentive plan
6.16
205,844
-
(634,000)
428,156
-
Stock incentive plan reserve
6.16
-
-
616,524
-
616,524
Balance at 31 December 2024
47,504,352
19,254,026
53,514,720
39,382,331
159,655,429
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 49 to 108
V. STATEMENT OF CASH FLOWS
Group
Company
1.01-
31.12.2024
1.01-
31.12.2023
1.01-
31.12.2024
1.01-
31.12.2023
Cash Flows from operating activities
Note
Profit before taxes
42,823,538
8,689,841
15,821,745
6,307,845
Plus/less adjustments for:
Depreciation and amortisation
6.4 - 6.6
722,973
293,355
722,471
289,157
Provisions for personnel
6.16
636,528
648,872
636,528
648,872
Other provisions
(75,868)
(400,000)
34,455
(400,000)
Net gains /(losses) on revaluation of investment properties at fair
value
6.1
(23,002,420)
(2,307,118)
(10,990,001)
(3,385,140)
Gains on valuation of financial derivatives
6.3
(926,181)
-
-
-
Gains on sale of investment properties
6.1
(1,400,344)
(1,170,000)
(1,400,344)
(1,170,000)
Interest income / Other income
6.33
(3,202,356)
(2,865,558)
(1,420,107)
(673,441)
Interest expense
6.33
8,722,060
7,477,953
5,842,490
4,738,265
Interest Expense on Leases IFRS 16
6.33
270,203
188,607
270,203
175,252
Share of (loss)/profit from investment in joint venture and associate
6.8
(11,730,709)
285,852
-
-
Plus/Less adjustments of working capital to net cash or related to
operating activities:
(Decrease) /increase of receivables
(161,669)
425,889
(17,789)
(375,753)
(Decrease) / increase of payables except borrowings
(1,887,005)
(226,284)
91,231
1,552,161
Increase/(decrease) of financial assets at amortised cost
6.2
3,835,841
3,660,769
-
-
Cash flows from operating activities
14,624,592
14,702,179
9,590,883
7,707,219
Less:
Interest expense paid
(9,715,293)
(8,307,530)
(5,713,111)
(4,877,238)
Income tax paid
6.25
(1,783,333)
(1,004,077)
(1,149,777)
(448,416)
Net cash generated from Operating Activities (a)
3,125,965
5,390,571
2,727,994
2,381,565
Cash Flows from investing activities
Acquisition of new subsidiaries (except cash and cash equivalents
acquired)
6.7
(38,838,333)
-
(42,209,245)
-
Increase of investment in subsidiaries
-
-
-
(100,000)
Subsidiaries’ share capital increase
6.7
-
-
(230,000)
-
Payment of Share Capital of new subsidiary
-
20,000
-
(80,000)
Share capital increase expenses
-
(7,290)
-
-
Acquisition of investment in associates
-
(125,000)
-
(125,000)
Acquisition of investment in joint ventures and associates
6.8
(10,696,586)
(389,900)
(7,896,586)
(389,900)
Proceeds from decrease of subsidiaries’ share capital
-
-
-
6,790,000
Loans to subsidiaries
6.9
-
-
(11,204,300)
(19,750,750)
Loans from subsidiaries
6.19
-
-
22,400,000
-
Purchases of new investment properties
6.1
(10,373,191)
(4,457,575)
(7,180,458)
(4,457,575)
Subsequent capital expenditure for investment properties
6.1
(25,985,871)
(25,321,850)
(5,140,468)
(4,597,186)
Advances and expenses relating to future acquisition and
construction of property
6.1
(2,833,296)
(4,150,018)
(2,823,641)
(2,737,580)
Purchase of PPE and intangible assets
6.4
(795,089)
(25,849)
(785,059)
(25,849)
Sales of investment properties 6.1
8,760,000
5,240,260
8,760,000
5,240,260
Interest received
682,979
352,442
682,979
352,408
Net cash used in Investing Activities (b)
(80,079,387)
(28,864,781)
(45,626,776)
(19,881,173)
Cash flows from financing activities
Expenses for share capital increase
(13,586)
-
(13,183)
-
Purchase of treasury shares
6.14
(464,903)
(240,423)
(464,903)
(240,423)
Proceeds from issuance of bonds and other borrowings
6.19
98,179,281
62,246,960
54,406,694
19,174,045
Expenses related to the issuance of bond loans
6.19
(581,100)
(753,623)
(277,200)
(429,345)
Repayment of borrowings
6.19
(36,147,981)
(38,493,327)
(33,427,787)
(3,206,146)
Repayment of lease liabilities
6.20
(4,484,382)
(272,267)
(4,484,382)
(234,478)
Change in blocked deposits
(755,564)
(348,923)
1,115,645
(1,803,116)
Distribution of tax-free reserves
6.16
(2,613,713)
(1,742,485)
(2,613,713)
(1,742,485)
Net cash used in Financing Activities (c)
53,118,052
20,395,912
14,241,171
11,518,053
Net increase/(decrease) in cash and cash equivalents for the period
(a) + (b) + (c)
(23,835,369)
(3,078,298)
(28,657,611)
(5,981,556)
Cash and cash equivalents at beginning of the year
6.13
37,717,391
40,795,689
36,984,921
38,766,961
Cash and cash equivalents at beginning of the year of merged
companies
-
-
-
4,199,516
Cash and cash equivalents at end of the year
6.13
13,882,023
37,717,391
8,327,310
36,984,921
The set out explanatory notes are an integral part of the Annual Financial Statements as at 31 December 2024.
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 50 to 108
EXPLANATORY NOTES TO THE ANNUAL FINANCIAL STATEMENTS
for the year from 1 January to 31 December 2024
1. General Information
The Company “PREMIA REIC” under the distinctive name “PREMIA Properties” (hereinafter the “Company”) is active in the real
estate investment sector as provided for in article 22 of L. 2778/1999, as in force at that time. As a Real Estate Investment
Company (“REIC”), the Company is supervised by the Hellenic Capital Market Commission. The company was established in
1991 in Greece in accordance with the Greek law. The Company’s Legal Entity Identifier (LEI) code is
213800MU91F1752AVM79. The Company is registered in the Public Companies Register under No. 25148/06/Β/91/29 and
registered with the G.E.MI. No. 861301000. The duration of the Company, according to is Articles of Association has been set
for 95 years (date of registration of the decision to establish the Company in the G.E.MI.).
The website of the Company is (http://www.premia.gr).
The table below shows the Company's shareholder composition at 21.01.2025:
Number Participation % Shareholder of Ordinary Shares in Share Capital Sterner Stenhus 36,264,824 38.11 % Fastighets AB Balder 15,604,155 16.40% Nequiter 9,537,000 10.02% NLTG HH GREECE SINGLE-MEMBER S.A. 9,191,177 9.66% NOE S.A. 6,930,505 7.28% Elias Tsiklos Holdings Ltd 1,703,300 1.79% Other shareholders (<5%) 15,935,889 16.74% Total 95,166,850 100.00%
The Company along with its subsidiaries (jointly the “Group”) is active in the exploitation and management of real estate in
Greece. The Company’s registered office is set at the Municipality of Athens of the Prefecture of Attica and its offices are located
at 59, Vasilissis Sofias Avenue, P.C. 11521.
At 31.12.2024, the number of employees of the Group and the Company was 17 persons and respectively 17 persons, for the
Group and the Company, at 31.12.2023.
Structure of the Group
In the table below are set out the Company’s holdings, direct and indirect, as these were at 31.12.2024 and at 31.12.2023:
Registered % Held % Held Company Activity Consolidation method Office 31.12.2024 31.12.2023 Exploitation of EMEL S.A. Greece 99.62% 99.62% Full real estate Exploitation of ARVEN S.A. Greece 100% 100% Full real estate Management of JPA ATTICA SCHOOLS S.A. Greece 100% 100% Full School Units Exploitation of PREMIA MAROUSI S.A. Greece 100% 100% Full real estate Exploitation of PRIMALAFT S.A. Greece 100% 100% Full real estate Exploitation of PANDORA INVEST S.A. Greece 80% 80% Full real estate Exploitation of PANFIN S.A. Greece 80% - Full real estate Exploitation of PANRISE S.A. Greece 80% - Full real estate Exploitation of SUNWING A.E. Greece 100% - Full real estate Exploitation of HELIOS PALACE S.A. Greece 100% - Full real estate Exploitation of RENTI TO GO S.A. Greece 32% - Equity method real estate Exploitation of IQ KARELA S.A. Greece 40% 40% Equity method real estate Exploitation of P & E INVESTMENTS Greece 25% 25% Equity method real estate NAVARINO VINEYARDS S.A. Greece Winery 50% - Equity method
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 51 to 108
On 31.01.2024, was established the company PANFIN S.A., in which the subsidiary PANDORA INVEST S.A. contributed
100% of the initial share capital, paying the amount € 25 thousand.
On 06.03.2024, was established the company PANRISE S.A., in which the subsidiary PANDORA INVEST S.A. contributed
100% of the initial share capital, paying the amount € 100 thousand.
On 30.05.2024, was established the company RENTI TO GO S.A., in which the subsidiary PANDORA INVEST S.A. contributed
100% of the initial share capital, paying the amount € 100 thousand. On 03.12.2024, RENTI TO GO S.A. proceeded with a share
capital increase of total amount € 6.9 million, of which PANDORA INVEST S.A. paid the amount € 2.7 million and its participation
amounted to 40% in the share capital of the RENTI TO GO S.A., losing control of the subsidiary. The investment as at 31.12.2024
is classified as an investment in joint ventures for PANDORA INVEST S.A. On 3.12.2024, the company RENTI TO GO S.A.
through its 100% participation in TRIVILLAGE S.A. acquired the property VILLAGE CINEMAS AND MORE.
On 10.07.2024, the Company acquired for total consideration € 4.13 million 50% of the share capital of NAVARINO VINEYARDS
S.A. On 25.07.2024 and 10.09.2024, it paid amounts € 0.5 million. and € 1.3 million. The remaining amount € 2.33 million will
be paid within 2025.
On 19.12.2024, the Company acquired for total consideration € 115.22 million, of which € 5 million will be paid within the 18
months following the acquisition date, 100% of the share capital of the company SUNWING S.A., which directly owns the 4-star
hotel “Sunwing Kallithea Beach” in Kallithea Rhodes and indirectly through its 100% participation in the company HELIOS
PALACE S.A., the 4-star hotel “Sunwing Makrigialos & Ocean Beach Club” in Crete.
On 20.12.2024, was completed the transfer of 65% of the share capital of Skyline Real Estate Single Member S.A. from Alpha
Group Investments LTD of the ALPHA BANK Group to the investment company “P&E INVESTMENTS S.A.”. The ALPHA BANK
Group will retain a 35% participation in SKYLINE. PREMIA participates in the Investment Consortium with a 25% participation,
while DIMAND Group participates with 55% and the European Bank for Reconstruction and Development – “EBRD” with 20%.
The annual separate and consolidated financial statements are prepared by incorporating the financial statements of the
Company’s subsidiaries using the full consolidation method.
All transactions of the Group with related parties are carried out in the frame of its activities.
These separate and consolidated financial statements, for the year from 1 January to 31 December 2024, were approved by
the Board of Directors at 03.04.2025 and are subject to the approval of the Ordinary General Meeting, which may be convened
up to 10.09.2025, while they have been posted together with the auditor's report and the annual report of the Board of Directors
at www.premia.gr
2. Summary of Significant Accounting Policies
2.1 Basis for preparation of the Annual Financial Statements
The Financial Statements of the Group and the Company for the year ended 31 December 2024 have been prepared:
a) in accordance with the International Financial Reporting Standards (hereinafter “I.F.R.S.”) adopted by the International
Accounting Standards Board (“IASB”), as approved by the European Union on the basis of Regulation No. 1606/2002 of the
European Parliament and of the Council of the European Union of 19 July 2002 (IFRSs refer to IFRS Accounting Standards).
b) in accordance with the going concern principle (Note 2.2) of the Company and the Group, under the historical cost principle
except for the Investment properties which have been measured at fair value.
The amounts included in these Financial Statements are presented in Euro, rounded to the nearest unit unless otherwise stated
in the individual notes for clarity of presentation. Any differences between the amounts reported in the main financial statements
and the relevant amounts presented in the accompanying notes are due to rounding.
The comparative data as of 31 December 2023 cover the period 1/1/2023 - 31/12/2023.
The accounting policies adopted are consistent with those used for the preparation of the annual financial statements of the
previous year with the exception of the adoption of new and amended standards as set out below (Note 2.23).
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 52 to 108
The preparation of financial statements in accordance with IFRS requires the use of estimates and assumptions that may affect
both the carrying amounts of assets and liabilities and the required disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of income and expenses recognised during the reporting period. The areas
involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial
statements are disclosed in note 3.
2.2. Going concern principle
The Group for the preparation of the financial statements at 31.12.2024, was based on the going concern principle.
The main factors that create uncertainties regarding the application of this principle relate mainly to the macroeconomic
developments in Greece and internationally and the challenges formed both by the energy crisis, the inflationary pressures and
the rising interest rates.
It is noted that the Group has exposure to property development projects during the current year. Possible inflationary pressures
that would lead to increases in construction costs are not expected to materially affect the Group's financial position due to the
short construction period and their small share in the Group's total investment portfolio.
In addition, the Group’s ability to raise capital through borrowings or an increase in share capital from the capital markets for
the implementation of future investments (either the purchase of new investment properties, or the construction / renovations /
configurations of buildings), is significantly affected, inter alia, by the prevailing macroeconomic conditions, developments in the
financial system and the Greek stock market. Any negative developments in liquidity-raising conditions in the Greek market, as
well as any deterioration in macroeconomic conditions, may have a negative impact on both the Group’s ability to raise capital,
either through borrowings or through capital markets, and its borrowing cost.
Following the share capital increases in which the Company has proceeded during the period 2020-2021, as well as the issuance
of the bond € 100 million in 2022, the Company has substantially strengthened its shareholder base, has significantly expanded
its investment portfolio by investing in various sectors of the real estate market and has increased liquidity while maintaining at
the same time a sound capital structure. More specifically, as at 31.12.2024, the Group’s portfolio includes 51 properties under
management, the Group’s net equity amounts to € 198.1 million with total cash and cash equivalents (including blocked deposits)
set at € 21.9 million, while the Net LTV ratio reaches 57.92%.
Taking into account the Group's financial position, the composition and diversification of its real estate portfolio, the long-term
investment horizon it applies, in combination with the securing of the necessary financial funds for the implementation of its
investment strategy in the medium-term, it is concluded that the Group has the necessary resources to operate and implement
its medium-term strategy. In view of the above, the Management of the Company and the Group considers that for at least the
next 12 months the conditions for the application of the going concern principle for the preparation of their Financial Statements
are fulfilled.
2.3 Consolidation
Consolidation Principles
The consolidated Financial Statements include the parent company PREMIA REIC and its subsidiaries (including companies of
special purpose), which are controlled by the Company.
The Group takes into account the following factors, demonstrating a relationship of control over the subsidiaries:
▪ Power over the company,
▪ Exposure or rights to variable returns from its involvement with the company, and the ability to use its power over the
company to affect the amount of the returns it receives.
Subsidiaries are consolidated by the full consolidation method, from the date on which control is transferred to the Group and
cease to be consolidated on the date when the Group no longer exercises control.
In the event that the subsidiaries apply different accounting policies from those of the Group, the necessary adjustments are
made to their Financial Statements in order to ensure consistency with the Group’s accounting policies.
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 53 to 108
Intra-group balances and intra-group transactions as well as Group's profit arising from intra-group transactions that have not
yet been carried out (at Group level) are eliminated in the preparation of the consolidated financial statements
Non-controlling Interests
Non-controlling interests are initially recognised either at fair value or at their proportionate share of the fair values of the net
identifiable assets (note 6.18). This option is made on a transaction-by-transaction basis. Subsequent to the acquisition, the
carrying amount of non-controlling interests is their value at initial recognition plus the non-controlling interests' share of
subsequent changes in equity. The accumulated comprehensive income/(loss) is allocated to the non-controlling interests even
if this results in a debit balance of non-controlling interests.
Changes in the Group’s participation percentage in subsidiaries that do not result in a loss of control
Changes in the participation percentage in a subsidiary that do not result in a loss of control of the subsidiary are recorded as
transactions between shareholders. The balance of the accounts of the Company’s shareholders’ equity and the “Non-controlling
interests” account are adjusted in order to reflect the change in the participation percentage of the above shareholders in the
subsidiary. Any differences between the adjustment of non-controlling interests and the fair value of the consideration paid or
received, is recorded directly to the equity of the Company’s shareholders.
Loss or Gain of Control
In the event that the change results in a loss of control of the subsidiary, the profit or loss from the sale shall be calculated as
the difference between (a) the sum of the fair value of the consideration received and the fair value of the participating percentage
that still exists in the subsidiary and (b) the carrying amount, before sale, of assets (including goodwill), liabilities and non-
controlling interests. Unrealized gains or losses recognised in other comprehensive income resulting from the valuation at fair
value of the subsidiary’s assets, are accounted for as in the case where the Company would have sold the assets directly. The
fair value of any participation in the subsidiary that still exists after the date of the loss of its control shall be considered as the
fair value at initial recognition in accordance with IFRS 9, or where applicable, as the cost at initial recognition of an investment
in an associate or joint venture (note 6.8). In case of acquisition of an additional percentage in the investment in a joint venture,
which results to gain of control, the Group shall measure the existing investment at fair value in accordance with IFRS 13. The
result, gains or losses, on measurement at fair value is recorded in the statement of income for the current year.
Business Combination
The Company’s Management evaluates investments in subsidiaries as acquisitions of enterprises, whether they meet the criteria
of IFRS 3 “Business Combinations” and constitute a business combination or are an acquisition of an asset or group of assets
that do not constitute an enterprise and therefore such acquisitions are not within the scope of IFRS 3. The process involves
evaluating whether the Group is acquiring an integrated set of activities (i.e. inputs, procedures and outputs), where their
management is capable of generating future economic benefits. In this case, where the investments constitute an acquisition of
an asset or group of assets, the Company determines and recognise the individual identifiable assets acquired and liabilities
assumed. The Company recognises the investments in subsidiaries in the separate financial statements at cost after deduction
of any impairment loss. In addition, the cost is adjusted to reflect changes in the consideration resulting from any changes in the
contingent consideration.
During the acquisition of subsidiaries to be acquired, that falls within the scope of IFRS 3, the acquisition method of accounting
is used. The application of the method requires the determination of the acquirer, the date of acquisition of control, the
measurement of the price paid, the identifiable assets acquired, the liabilities assumed and any minority interests in the acquired
company, in order to determine the goodwill or profit resulting from the combination. Where the acquisition cost exceeds the fair
value of the assets and liabilities of the acquired subsidiary, it shall be considered goodwill, recognized as an Asset and subject
to impairment testing at each financial statement date. However, if it is less than the fair value, this difference is recognised
directly in the statement of income. Where the Group's participation percentage in subsidiaries changes, due to the purchase of
an additional percentage, the difference between the price paid and the equity acquired is recognised directly in the account
“Retained earnings”. Sales of a participation percentage in subsidiaries, which do not result in a loss of control exercised by the
Group in these companies, are considered to be transactions between the parties that participate in the Group’s equity and any
arisen results are recognised directly in the account “Retained earnings”.
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 54 to 108
Goodwill is recorded as the excess of a) the consideration paid, any non-controlling interest in the acquired entity and the fair
value of any previously held equity interest in the acquiree and b) the net value, at the acquisition date, of the assets acquired
and liabilities assumed. If, upon review, the net value, at the acquisition date, of the assets acquired and liabilities assumed
exceeds the consideration paid, any non-controlling interest in the acquired entity and the fair value of any previously held equity
interest in the acquire, the difference is recognised directly in the statement of income. Subsequent to initial recognition, goodwill
is measured at cost less any impairment.
Acquisition of assets
In the case where the acquisitions constitute an acquisition of an asset or a group of assets and therefore do not fall within the
scope of IFRS 3, the Group allocates the cost of the acquisition between the individual identifiable assets and liabilities based
on their relevant fair values at the acquisition date. No goodwill arises from these transactions. (note 6.7).
2.4 Investment in subsidiaries
The parent Company’s participating interests in its consolidated subsidiaries are measured at acquisition cost less any
accumulated impairment loss (note 6.7).
The Group and the Company assess at each reporting date whether there is any indication that an investment in a subsidiary is
impaired. If there is such an indication, the Group estimates the recoverable amount of the investment. When the carrying
amount of an investment exceeds its estimated recoverable amount, the carrying amount is impaired and reduced to its
recoverable amount.
2.5 Investments in joint ventures
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets
of the arrangement. Joint control is the contractually agreed joint control of an arrangement, which exists only when decisions
about the relevant activities require the unanimous consent of the parties sharing control. The estimates used to determine the
joint control are similar to those required to determine control over subsidiaries.
The Group's investments in joint ventures are accounted for using the equity method (note 6.8). According to this method,
investments in joint ventures are presented in the statement of financial position at cost plus the percentage of the Group's
participation in the changes of their equity after the initial acquisition date.
Gains or losses of joint ventures after the acquisition date attributable to the Group are recognised in the consolidated statement
of comprehensive income. Any change in other comprehensive income of these joint ventures is presented as part of other
comprehensive income of the Group. Unrealised gains or losses arising from transactions of the Group and the joint ventures
are eliminated to the extent of the Group's investment in these transactions.
If a joint venture uses accounting policies that differ from those of the Group for similar transactions and events in similar
circumstances, appropriate adjustments are made to the financial statements of the joint venture to apply the equity method.
The financial statements of joint ventures are prepared for the same reporting period as the parent Company.
If the Group's share in the losses of a joint venture equals or exceeds the carrying amount of the investment, the Group ceases
to recognise its share of further losses unless it has incurred legal or constructive obligations or has made payments on behalf
of the joint venture.
After applying the equity method, the Group applies the requirements of the relevant IFRS to determine whether it should
recognise any additional impairment loss in respect of its net investment in the joint venture. The Group performs an impairment
test at the end of each period by comparing the recoverable amount of the investment in the joint venture with its carrying amount
and recognises the difference in the year’s statement of comprehensive income.
Investments in joint ventures in the Company's statement of financial position are carried at cost less any accumulated
impairment losses.
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 55 to 108
2.6 Investment property
Properties held for long-term leases or for capital gains or both, and which are not used by the Group, are classified as
investment property (note 6.1).
Investment property includes privately owned land and buildings, as well as buildings held under finance lease. Land held under
an operating lease is classified and considered as an investment property, when all the necessary conditions apply to classify a
property as such.
Investment property is initially recognised at cost, including the relative direct cost attributed to the acquisition.
Investment properties under construction are initially recognised at cost and are increased by all subsequent direct costs
associated with the construction of the investment property, mainly construction and configuration costs of the investment
property, but also interest expense, early termination penalty fee costs of leases and payroll expenses, which are assessed as
necessary costs for the construction and configuration of the investment property in order to be leased. Investments in properties
under construction are measured at fair value as at 30 June and 31 December of each period by an independent professional
valuer in accordance with the guidelines issued by the International Valuation Standards Committee and changes in fair value
are recorded in the Statement of Comprehensive Income.
Subsequent to initial recognition, investment property is measured at fair value. Estimates of the fair value of investment
properties are based on methods performed by independent certified valuers at the end of each year and are consistent with
the guidance issued by the International Valuation Standards Committee and also with the principles of IFRS 13 Fair Value
Measurement. Fair value is based on market prices, revised, where necessary, due to differences in the physical condition,
location or the status of the property concerned. If this information is not available, the Group applies alternative valuation
methods, such as recent prices in markets with similar characteristics or cash flow discounting.
The fair value of investment property reflects, among other, rental income from existing leases, income from concessions for
use and assumptions about income from rents of future leases, based on current market conditions. Fair value also reflects, on
a similar basis, any cash outflow expected regarding the property. Subsequent costs are included in the asset’s carrying amount,
only when it is probable that future economic benefits associated with the item will flow to the Group and its cost can be measured
reliably. All other repairs and maintenance are charged to the Statement of Comprehensive Income during the financial year in
which they are incurred. Changes in fair value are recognised in the Statement of Comprehensive Income as at 30 June and 31
December of each period, where valuations of investment properties are carried out by an independent professional valuer in
accordance with the guidelines issued by the International Valuation Standards Committee.
Investment property is derecognised when it is sold or when future economic benefits are no longer expected. The sale of a
property constitutes a single performance obligation and the Group and the Company have determined that this is satisfied at
the time control is transferred. For unconditional exchange of contracts, this generally occurs when the legal title is transferred
to the customer and the customer obtains control of that asset. For conditional exchanges, this is generally the case when all
significant conditions are met. Upon the sale of an asset, the asset is derecognised from the Statement of Financial Position
and recognised in the Statement of Comprehensive Income the profit or loss arising as the difference of consideration from the
sale less the current value of the asset plus the expenses incurred on the sale.
If the use of a property classified in Investment Property is changed into own-used, then the asset is classified in Property, Plant
and Equipment (PPE assets) and its fair value at the date of reclassification is considered the imputed cost of the asset for
accounting purposes.
2.7 Concession Agreements
In the Concession Agreements for the provision of Public services to an individual, the Group applies the Interpretation 12 of
the International Financial Reporting Interpretations Committee (hereinafter “IFRIC”) if the following two conditions are met (note
6.2):
a) the grantor controls or determines which services the operator should provide, to whom and at what price, and
b) the grantor controls any significant balance of interest in the infrastructure at the end of the concession agreement period.
According to IFRIC 12, such infrastructures are not recognized in the operator’s assets as PPE assets, but in financial assets
as a financial asset model and/or intangible assets as an intangible asset model, depending on the contractually agreed terms.
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 56 to 108
Financial Asset Model
The Group, as an operator, recognises a financial asset to the extent that it has an unconditional contractual right to receive
cash or other financial assets from the grantor for construction services.
In the case of concession agreements, the operator shall have an unconditional right to receive cash if the grantor contractually
guarantees to pay to the operator:
a) specific or fixed amounts or
b) the deficit which may arise between the amounts received from public service users and the specific or fixed amount
provided for in the Concession Agreement.
Financial assets as a result of the application of IFRIC 12 are shown in the Statement of Financial Position as “Financial assets
at amortised cost” and are recognised at amortised cost based on the effective interest rate method less any impairment losses.
2.8 Leases
The Group concludes fixed asset contracts either as lessee or as lessor.
At the time of the agreement’s entry into force, the Group and the Company assess whether the agreement constitutes or
involves a lease. If the agreement conveys a right to control the use of an identifiable asset for a period of time in return for a
payment, then the agreement constitutes or involves a lease. The term of the lease shall be determined as the irrevocable period
for which the lessee has the right to extend the lease of the asset, provided that it is almost certain that the lessee will exercise
that right, and any additional period for which the lessee has the right to withdraw from the agreement, since it is almost certain
that the lessee will not exercise this right. After the start of the lease term, the occurrence of a significant event or a significant
change in the conditions under its control, the Group and the Company, as a lessee, reassess the term of the lease. The Group
and the Company, either as a lessor or as a lessee, revise the lease term if there is a change in the irrevocable period of the
lease.
a) Where the Group is the lessor
When the risks and rewards associated with the ownership of the leased assets are transferred to the lessee, then the respective
contracts are classified as finance leases. All other leases are classified as operating leases.
b) Where the Group is the lessee
Lease liabilities
At the start of the lease, the Company recognises lease liabilities equal to the present value of the leases over the lifetime of the
lease agreement (note 6.20).
To calculate the present value of payments, the Company uses the imputed interest rate of the lease or, if the interest rate
cannot be determined from the lease, the average effective borrowing rate, which is the interest rate at which the Group would
be required to borrow the capital necessary to acquire an asset of similar value to the leased asset, for a similar time period, in
a similar economic environment and under similar terms and collateral. Subsequent to the start of the lease, the amount of the
lease liabilities is increased by the interest expense and reduced by the lease payments made. In addition, the carrying amount
of lease liabilities is remeasured if there is a contract modification, any change in the lease term, in fixed rents or in the purchase
assessment of the asset.
Right-of-use assets:
The Group recognises right-of-use assets (note 6.5) at the start of the lease period (the date the asset is available for use). The
right-of-use assets are measured at their cost, less any accumulated depreciation and impairment and adjusted for any
revaluation of the respective lease liabilities. The cost of right-of-use asset consists of the amount of the initial measurement of
the lease liability, the initial direct costs, the cost of bringing the underlying asset to its present condition and the rents paid on
or before the lease commencement date, less any lease incentives receivable. Where the Group is certain that it will obtain
ownership of the leased asset at the end of the lease, the leased asset should be depreciated using the straight-line method
over the estimated useful life of the asset. Right-of-use assets are subject to impairment testing.
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 57 to 108
Investment property right-of-use assets:
The Group recognises the right-of-use investment property at the commencement date of the lease term (i.e. the date the
underlying asset becomes available for use). The investment property with right-of-use is measured at fair value, presented in
“Investment property” under IAS 40 and increased by the relative value of the lease obligation of that property (to the extent that
the valuer’s study takes into account the corresponding lease outflows of the right of use lease), as included in the Statement
of Financial Position in the lease liability under IAS 40 (note 6.1).
Short-term leases and leases of low-value assets
The Group has chosen not to recognise right-of-use assets and lease liabilities for short-term leases with a term of 12 months
or less and leases of low-value assets. The Group recognises lease payments related to these leases as an expense over the
lease term using the straight-line method.
2.9 Accounting principles for the classification, valuation and impairment of financial instruments
Initial recognition
The Group recognizes the financial instruments as assets or liabilities if they become counterparties acquiring rights or taking
on liabilities under the contractual terms of the financial instrument.
At the time of initial recognition, financial assets and liabilities are presented at their fair value. In the case of financial instruments
not recognised at fair value through the Statement of Comprehensive Income, the value at initial recognition is either increased
for financial assets or decreased for financial liabilities by the transaction costs that are directly attributable to the acquisition or
issuance of those financial instruments. The Group’s financial assets and liabilities relate to financial items at amortised cost,
cash and cash equivalents, blocked deposits, trade receivables, suppliers, borrowings and certain items of other receivables
and other liabilities.
Subsequent measurement of financial assets
Financial assets stated at amortised cost are part of a business model aimed at holding in order to collect their contractual cash
flows, and the contractual terms governing them provide exclusively for cash flows of principal and interest on outstanding
principal, which should be paid on specific dates (Solely Payments of Principal and Interest - SPPI).
This category is stated at amortised cost using the effective interest method and is examined at each financial statements
preparation date for the existence of expected impairment losses.
Subsequent measurement of financial liabilities
Financial liabilities are measured subsequently at their nominal value, according to the amortised cost method using the effective
interest rate.
Derecognition of financial assets
Financial assets are derecognised when either rights to the cash flows have expired, or the Group has transferred the right to
the cash flows from that asset or at the same time has undertaken an obligation to third parties to repay them in full without
significant delay in the form of a transfer agreement, while either (a) it has transferred substantially all risks and benefits or (b)
has not transferred substantially all the risks and benefits, but has transferred control of that particular asset. Where the Group
has transferred the rights to the cash flows from the specific asset but at the same time has not transferred substantially all the
risks and benefits or control of the specific asset, then the asset is recognised to the extent of the Company’s continued
participation in that asset.
2.10 Trade and other receivables
Trade and other receivables are initially recorded at their fair value and subsequently measured at amortised cost with the use
of the effective rate (if they are due over a period of more than one year), reduced by any impairment provision for expected
credit losses (notes 6.10 and 6.11). The impairment provision is recognized when there is an objective indication that the
Company is not able to collect all the amounts due based on the contractual terms and the calculation of expected credit losses
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 58 to 108
for the items that are not credit impaired. The amount of the impairment provision is the difference between the carrying amount
of the receivables and the present value of the estimated future cash flows, discounted by the effective rate and recognised as
an expense in the Statement of Comprehensive Income.
The Company applies the simplified approach of IFRS 9 to calculate the expected credit losses. The provision for loss is always
measured at an amount equal to the expected credit losses over the lifetime of the receivable. In order to calculate the expected
credit losses in relation to trade and other receivables, the Company uses a credit loss provision table based on the aging of the
balances of the receivables. Provision for credit losses is based on historical data taking into account future factors in relation
to debtors and the economic environment.
2.11 Cash and cash equivalents - Blocked Deposits
Cash and cash equivalents include cash in hand, current deposits and other short-term highly liquid investments with original
maturities of 3 months or less and of low risk (note 6.13). Cash and cash equivalents are used by the Group to service its current
liabilities.
Cash and cash equivalents at Banks also include amounts committed which are presented in separate items on the financial
statements (note 6.12). Blocked deposits refer to amounts that cannot be used by the Group until a specific point in time or
event in the future and are not cash equivalents. In cases where blocked deposits are expected to be used within one year from
the date of the Statement of Financial Position, they are classified as current assets. However, if they are not expected to be
used within one year from the date of the Statement of Financial Position, they are classified as other long-term receivables.
2.12 Earnings per share
Basic earnings per share are calculated by dividing the profit attributable to equity holders of the Company by the weighted
average number of ordinary shares in issue during the year (note 6.34). Diluted earnings per share is calculated adjusting the
weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares.
2.13 Borrowings
Borrowings are recognised initially at fair value, net of costs incurred associated with the loan (transaction costs) (note 6.19).
After initial recognition, loan liabilities are measured at amortised cost using the effective interest method. Amortised cost is
calculated taking into account any difference between the proceeds net of transaction costs and the redemption value. Gains
and losses are recognised in the Statement of Comprehensive Income when the liabilities are written off or impaired, as well as
through the amortisation process.
2.14 Derecognition of financial liabilities
The Group eliminates a financial liability (or part of a financial liability) from the Statement of Financial Position when, and only
when, it is paid - namely when the commitment determined in the contract is fulfilled, annulled or expired.
A transaction between an existing debtor and lender of debt instruments with substantially different terms is addressed and
accounted for a repayment of initial financial liability and recognition of a new financial liability. Likewise, material amendment
to the terms of an existing financial liability or part of it (either due to debtor’s economic difficulty either not) is addressed and
accounted for as repayment of initial financial liability and recognition of a new financial liability.
The difference between the carrying amount of a financial liability (or part of a financial liability) that is paid or transferred to
another part and the consideration paid including any transferred assets other than cash or any assumed obligations is
recognised in the Statement of Comprehensive Income.
If an entity repurchases part of a financial liability allocates the previous carrying amount of the financial liability between the
part that continues to be recognised and the part that has been derecognised based on the related fair values of these parts at
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the date of the repurchase. The difference between a) the carrying amount allocated to the derecognised part and b) the
consideration paid, including any transferred assets other than cash or any assumed obligations, for the derecognised part, is
recognised in the Statement of Comprehensive Income.
2.15 Incentive plans for members of the Board of Directors, partners and staff
The Company adopts incentive plans (note 6.16) and aims to attract, retain and motivate its executives and staff, through an
Incentive Plan; participants acquire a direct shareholding interest in the Company and will connect their performance to the
Company's future performance as reflected in its growth in assets (“GAV”) and intrinsic book value (“NAV”). The Plans involve
equity compensation benefits providing treasury shares that will be acquired for this purpose.
Their exact number, the price and time of exercise decided on a case-by-case basis by the Board of Directors within the frame
approved by the General Meeting and after taking into account the current legislative framework.
Their fair value, determined at date these were granted, is recognised as personnel fee (expense) with a corresponding increase
in the reserve of the equity, during the period when the services concerned are provided by the staff. The benefit cost is
determined based on the fair value of the related rights on the date they are granted and is recognised as an expense over the
period from the date the rights are granted to the maturity date of the related rights with a concurrent increase in equity.
2.16 Provisions and contingent liabilities, contingent assets
The Group recognizes provisions when:
a) there is a present legal or constructive obligation as a result of past events,
b) it is probable that an outflow of resources will be required to settle the obligation, and
c) the amount of the relevant obligation can be reliably estimated.
The Group’s Management reviews the need to make provisions at the end of each year and adjusts them to reflect the best
possible estimates and, if necessary, are discounted on the basis of a pre-tax discount rate (note 6.22).
Contingent liabilities are not recognised in the financial statements but are disclosed, unless the probability of an outflow of
resources incorporating economic benefits is minimal (note 6.38).
Contingent assets are not recognised in the financial statements but are disclosed if the inflow of economic benefits is probable.
2.17 Revenue recognition
Revenue is recognised as follows:
a) Income from leases of investment properties
Rental income from investment property includes income from operating leases. Operating lease income is recognised in the
Statement of Comprehensive Income on a straight-line basis over the lease period (note 6.27). Where the Group provides
incentives to its customers, the cost of these incentives is recognised over the lease term, using the straight-line method, less
operating lease income.
b) Income from provision of services
Income from all sales categories is recognised either at a given point in time or over time according to the pattern in which the
performance obligation is satisfied. Income is only accounted for when it is likely that the financial benefits associated with the
transaction will flow to the business.
Income from maintenance and management of property, concessions of use and commercial collaboration contracts is
recognised in the year for which concession and commercial collaboration services are provided and become accrued (note
6.28).
The Group defines property maintenance and management services as a separate performance obligation. The Group has
determined that it controls the services before they are provided to lessees, and therefore acts as principal rather than
representative for these contracts.
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c) Interest income
Interest income is recognised on a time-proportion basis using the effective interest method. When a receivable is impaired, its
carrying amount is reduced to its recoverable amount, being the present value of estimated future cash flows discounted at
original effective interest rate (note 6.33). Subsequently, interest is recognised using the same rate on the impaired (new
carrying) amount.
d) Dividends
Dividends are recognised as income when the right to receive payment is established, i.e. by the approval of the general meeting
of shareholders of the company that distributes (note 6.16).
2.18 Borrowing costs
Borrowing costs consist of accrued interest on the loans concluded, calculated on the basis of the effective interest rate method
(note 6.19 and note 6.33). Fees and direct costs relating to the issuance of a loan or the purchase of securities, financing or
modification and commitments for loans are recognised gradually in the Statement of Comprehensive Income during the period
of the item using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial asset or financial liability and of
allocating interest income or expense over the relevant period. The effective interest rate is the rate that exactly discounts future
cash payments or receipts over the expected life of the financial instrument or, when appropriate, a shorter period, to the net
carrying amount of the financial asset or financial liability. When calculating the effective interest rate, the Group shall calculate
cash flows considering all contractual terms and conditions underlying the financial instrument (for example, prepayments) but
shall not take into account future credit losses. The calculation includes all fees and credits paid or received between the parties
that are an integral part of the effective interest rate, transaction costs and any premium or discount.
The Group has elected an accounting policy for the capitalisation of interest on borrowings in relation to the construction of
investment properties which are measured at fair value. Borrowing costs that directly relate to the acquisition, construction or
completion of an investment property that qualifies are capitalised as part of the cost of that asset (note 6.1). A qualifying asset
is an asset that takes a substantial period of time to get ready for its intended use or sale. The commencement date for
capitalisation is the date when: (1) the Group incurs expenditures for the asset, (2) the Group incurs borrowing costs and (3)
the Group undertakes activities that are necessary to prepare the asset for its intended use or sale.
As regards special borrowings, the Group capitalises the total amount of interest earned on loans taken out and directly related
to the construction of a specific investment property. As regards general borrowings, the Group capitalises the interest earned
on general borrowings which is calculated based on the weighted average cost of general borrowings used for the specific
capital expenditure. Interest is capitalised from the time work commences on the construction of the investment property until
the completion of construction. Interest is also capitalised on the purchase cost of an investment property acquired specifically
for reconstruction, but only the activities necessary to prepare the asset are in progress.
2.19 Income tax - Deferred tax
The income tax charge for the year includes the current taxes (note 6.25). Income tax is recognised in the Statement of
Comprehensive Income other than that relating to transactions recognised directly in equity, in which case it is recognised
directly, in a similar manner to equity.
Current income tax is the expected tax liability on the year’s taxable income, based on enacted tax rates at the date of the
Statement of Financial Position, and any additional income tax relating to previous years. Where different tax rates apply on
distributed and non-distributed profits, the current tax rate will be quantified on the basis of the enacted tax rates of each
category, depending on the amount of profits distributed.
In the normal course of business, many transactions and calculations take place for which the exact calculation of the tax is
uncertain. Management sets up provision for additional taxes that are likely to result from future tax audits. Where the final taxes
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resulting from the audits are different from the amounts initially recognised, these differences will affect the income tax and the
provisions for deferred taxes in the year when the tax differences were determined.
The Company is taxed in accordance with paragraph 3 of article 31 of L. 2778/1999, with a tax rate equal to 10% of the European
Central Bank’s intervention rate in force at the time, increased by 1 percentage point, on the average of its six-monthly
investments, plus cash and cash equivalents at current prices. More specifically, the Company is taxed at a rate equal to 10.0%
of the current European Central Bank intervention rate (Reference Rate) plus 1 percentage point (10.0% * (ECB Reference Rate
+ 1.0%)) on the average of its semi-annual investments plus cash and cash equivalents at current prices. With the payment of
this tax, the tax liability of the company and its shareholders is eliminated. Current tax liabilities include current liabilities towards
the tax authorities related to the above tax payable. The Company’s subsidiaries are taxed in the same manner from the date
they became subsidiaries.
As the tax liability of the Company (and its subsidiaries in Greece) is calculated on the basis of its investments plus its cash and
cash equivalents and not on the basis of its profits, no temporary differences arise and therefore no deferred tax liabilities and/or
assets are respectively incurred.
2.20 Related-party transactions
Related parties are defined as undertakings in which the Group retains control or has a material influence in the formulation of
their financial and management policies (note 6.35). In addition, as related parties are considered the members of the Board of
Directors, the members of the Management of the Company and the Group’s subsidiaries, closely related parties, companies
owned by them or in which the latter have a material influence on their management and financial policy. All transactions with
related parties are conducted substantially on the same terms as those applicable to similar transactions with unrelated parties,
including interest rates and collaterals, and do not involve a higher than normal level of risk.
2.21 Derivatives
Derivatives financial instruments, which include interest rate swap agreements, are recognised at the conclusion of the
agreements and are recognised in the statement of financial position initially at their fair value at the date of the agreements and
then remeasured at their fair value (note 6.3). Derivatives appear as assets when they are for the benefit of the Group or as
liabilities when they are for the benefit of counterparties. Transaction costs are recognised partly in the finance expenses during
the term of the derivative financial instruments contract. Carrying out specific transactions in derivative financial instruments
aims at the effective financial hedging of risks according to the opinions of the Group’s Management and do not fall under the
hedge accounting in compliance with the specific requirements of IFRS 9.
Derivative financial instruments are initially recognised on the balance sheet at fair value at the date of conclusion of the
agreements, and are subsequently remeasured at fair value. Gains or losses related to changes in fair value are recognised in
profit or loss.
2.22 Government grants
The benefit of a government loan at an interest rate lower than that of the market is considered to be a government grant (note
6.19). The loan is recognised and measured in accordance with IFRS 9 Financial Instruments. The benefit of the below-market
interest rate as the difference between the initial carrying value of the loan determined in accordance with IFRS 9 and the
proceeds received. The Company examines the terms and commitments that have been or must be met when determining the
costs that are to be reimbursed for the benefit of the loan.
2.23 New accounting standards and interpretations issued by the International Financial Reporting Standards
Interpretations Committee (IFRIC)
The accounting policies adopted are consistent with those adopted in the previous financial year except for the following
standards, which the Group has adopted as at 1 January 2024.
Α. Standards and amendments which are applicable and have been adopted by the European Union
• IAS 1 Presentation of financial statements: Classification of Liabilities as Current or Non-Current (Amendments)
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• IFRS 16 Leases: Lease Liability in a Sale and Leaseback (Amendments).
• IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures - Supplier Finance Arrangements
(Amendments)
The new IFRS and IFRS amendments adopted did not have a significant impact on the Group’s accounting policies.
• IAS 1 Presentation of financial statements: Classification of Liabilities as Current or Non-Current (Amendments)
The amendments are applied retrospectively in accordance with IAS 8 for annual reporting periods beginning on or after
1 January 2024. The amendments provide guidance on the requirements in IAS 1 for classifying liabilities as current or non-
current. The amendments clarify the meaning of a right to postpone settlement of a liability, the requirement that such a right
exists in the reporting period and that management's intention to exercise the right and a counterparty's right to settle the liability
by transferring equity instruments of the company do not affect the current or non-current classification. The amendments also
clarify that only the conditions of compliance with which an entity must comply on or before the reporting date will affect the
classification of a liability. Furthermore, additional disclosures are required for long-term liabilities arising from loan agreements
that are subject to compliance of terms within twelve months from the reporting period. The Group evaluated and amended the
disclosure of its accounting policies in accordance with the guidance of IAS 1.
Β. Standards issued but not applicable in the current reporting period and not earlier adopted by the Group
B.1. The standards/amendments that are not yet applicable but have been adopted by the European Union
• IAS 21 The effects of changes in foreign exchange rates: Lack of exchangeability (Amendments).
The amendments are applied for annual reporting periods beginning on or after 1 January 2025, while earlier application is
permitted. The Management of the Group and the Company estimates that there is no material impact on the Financial
Statements.
B.2. The standards/amendments that are not yet applicable, and have not yet been adopted by the European Union
• IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures – Classification and Measurement of
Financial Instruments (Amendments)
On 30 May 2024, the IASB issued amendments to Classification and Measurement of Financial Instruments, which amended
the IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures and are effective for annual reporting periods
beginning on or after 1 January 2026, while earlier application is permitted. The Management of the Group and the Company
estimates that these amendments will not have a material impact on the Financial Statements.
• IFRS 9 Financial instruments and IFRS 7 Financial Instruments: Disclosures- Contracts referencing nature-
dependent electricity (Amendments)
On December 2024, the IASB issued targeted amendments for a better presentation of the Contracts referencing nature-
dependent electricity which amended the IFRS 9 Financial instruments and IFRS 7 Financial Instruments: Disclosures and is
effective for annual reporting periods beginning on or after 1 January 2026, while earlier application is permitted. The
Management of the Group and the Company estimates that these amendments will not have a material impact on the Financial
Statements.
• IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 18 introduces new presentation requirements in the statement of profit or loss. It requires an entity to classify all profit and
loss in the profit and loss statement in one of five categories: operating, investing, financial financing, income tax and
discontinued operations. The categories are complemented by the requirement to present specific totals and subtotals for
“operating profit or loss,” “profit or loss before financing and income tax” and “profit or loss”. It also requires disclosure on
management performance measures (MPMs) and includes new requirements for classification and further analysis of the
financial information based on the identified “roles” to the primary financial statements and to the notes. In addition, there are
consequential amendments to other accounting standards. IFRS 18 is effective for annual reporting periods beginning on or
after 1 January 2027 and allows for earlier application. Retrospective application is required in both annual and interim financial
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statements. The standard has not been adopted by the European Union. In subsequent reporting periods, Management will
analyse the requirements of this new standard and evaluate its impact.
• IFRS 19 Subsidiaries without Public Accountability: Disclosures
IFRS 19 permits subsidiaries without public accountability to apply IFRSs with reduced disclosure requirements if their parent
(either ultimate or intermediate) publishes consolidated financial statements available for public use which comply with IFRSs.
These subsidiaries shall apply the recognition, measurement and presentation requirements of other International Financial
Reporting Standards. Unless otherwise stated, subsidiaries that adopt IFRS 19 will not be required to apply the disclosure
requirements in other International Financial Reporting Standards. The standard is effective for annual reporting periods
beginning on or after 1 January 2027 and earlier application is permitted. The standard has not yet been adopted by the
European Union. In subsequent reporting periods, Management will analyse the requirements of this new standard and evaluate
its impact.
• Annual Improvements to IAS and IFRS Accounting Standards - Volume 11
On July 2024, the IASB issued Annual Improvements to International Financial Reporting Standards - Volume 11, which is
effective for annual reporting periods beginning on or after 1 January 2026, while earlier application is permitted. The
Management of the Group and the Company estimates that it will not have a material impact on the Financial Statements.
• IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures - Amendment:
Sale or Contribution of Assets between an Investor and its Associate or Joint Venture
The amendments address a recognised inconsistency between the requirements of IFRS 10 and those of IAS 28 in dealing with
the sale or contribution of assets between an investor and its associate or joint venture. The main consequence of the
amendments is that a full gain or loss is recognised when the transaction involves an entity (whether or not it is housed in a
subsidiary). A partial gain or loss is recognised when the transaction involves assets that do not constitute an enterprise, even
if those assets are housed in a subsidiary. In December 2015, the IASB indefinitely deferred the implementation date of this
amendment, pending the outcome of its work on the equity method. The amendments have not yet been adopted by the
European Union. The Management of the Group and the Company estimates that these amendments will not have a material
impact on the Financial Statements.
3. Critical accounting estimates, assumptions and Management’s judgments
The preparation of the annual separate and consolidated financial statements in accordance with IFRS requires the use of
certain significant accounting estimates and assumptions. It also requires management to exercise judgment in the process of
applying accounting principles.
Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including
anticipated future events that, under current circumstances, are expected to occur.
The Group makes estimates and assumptions about the development of future events. By definition, these estimates rarely
match precisely the actual results that result.
Estimates and assumptions that have a significant risk of causing material adjustments to the carrying amounts of assets and
liabilities in the next financial period are as follows:
3.1 Critical accounting estimates made by Management in the application of accounting policies
(a) Estimation of “fair value” of investment properties
Fair value estimates of investments in properties, are based on estimates made by independent certified valuers at the end of
each financial year. These estimates are made on the basis of data from various sources, including current prices and
discounting of future cash flows, resulting from the terms of current rents and other contracts as well as from (where possible)
external data such as current rental prices of similar properties.
The Group uses the following hierarchy to determine and disclose the fair value of investment property per valuation technique:
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▪ Financial assets traded in an active market, the fair value of which is determined based on the quoted market prices, in effect
at the reporting date for comparable (similar) assets or liabilities (“Level 1 inputs”).
▪ Financial assets other than traded in an active market, the fair value of which is determined using valuation techniques and
assumptions that are based either directly or indirectly on observable market data at the reporting date (“Level 2 inputs”).
▪ Financial assets other than traded in an active market, the fair value of which is determined using valuation techniques and
assumptions that basically are not based on market data (“Level 3 inputs”).
The most appropriate indication of "fair value" is the current values prevailing in an active market for related leases and other
contracts. If such information cannot be obtained, Group management determines value through a range of reasonable
estimates of "fair values" based on the advice of independent external valuers.
In making such a decision, the Group’s Management considers information from various sources, including:
(i) Current prices in an active property market of a different nature, condition or location (or subject to different leases or other
contracts), adjusted for these differences.
(ii) Recent prices of similar properties in less active markets, adjusted to reflect any changes in economic conditions that have
occurred since the date of the relevant transactions in these prices.
(iii) Discounted cash flows, based on reliable estimates of future cash flows, derived from the terms of existing leases and
other contracts and (where practicable) from external factors such as, current lease rates for similar properties in the same
location and condition, using discount rates that reflect the current market assessment of the uncertainty of the amount
and timing of these cash flows.
In the above, estimates are used with respect to the discount rate used in the cash flow discount analysis, the rate of return at
maturity and the capitalisation rate, as well as estimates for the residual replacement cost method and for construction cost. At
the same time, the Group's management estimates the length of time during which the leases remain vacant (existing and future
leases due to lease expiration).
It is also noted that when applying more than one valuation method, independent valuers choose the specific weight of each
method in determining the final value, according to their discretion, taking into account the type of property, the available market
data and any other factors that may affect the selection of the valuation method. Further information on the main assumptions
is included in Note 6.1.
Regarding property assets held for sale, the Group reclassifies an asset as held for sale when the following conditions are met:
the asset is available and in a condition available for immediate sale, the Group has made a decision to sell and the sale is
highly probable within 12 months of the classification as held for sale. Investment properties classified as held for sale are
presented separately in the current assets in the Statement of Financial Position and are presented at fair value.
The above is presented in note 6.1.
(b) Impairment of investments in subsidiaries, joint ventures and associates
The Company tests annually whether there are any indications of impairment of holdings in subsidiaries, joint ventures and
associates and, where applicable, an estimate of the recoverable value of the asset is made in order to determine the amount
of its impairment loss. For the purposes of the financial statements as at 31 December 2024, the Company has made an estimate
of whether any indication of impairment of investments in subsidiaries, joint ventures and associates exists but has not identified
any such indication.
(c) Provisions and Contingent liabilities
The Group monitors pending court cases and the financial effects they may have on the financial statements based on the
estimates of the legal advisors. The legal advisors consider that they will not take action against the Group for lawsuits of
significant amount and therefore the Group has not made a provision at the expense of the total income.
(d) Incentive plan for the members of the Board of Directors and the personnel and associates of the Company
The estimation of the fair value of the incentive plans requires the use of the appropriate valuation method, which depends on
the terms and conditions of the benefits. This estimate requires using appropriate data, including the grant date of the rights, the
expected life of the rights, whether the conditions are market or non-market related (market/non-market condition), vesting
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conditions, expected dividend yield, and making assumptions about them. The Group also takes into account the conditions of
the benefits (against shares) for the accounting policy to be followed (formation of a reserve or a liability).
(e) Provision for expected credit loss
The Group periodically reassesses the adequacy of the provision for expected credit loss on the basis of the information available
to them regarding the recoverability of their receivables collectability of their receivables by examining each receivable
individually and on the basis of a model based on the historical loss experience from the previous three years in accordance
with IFRS 9. Management continually assesses market conditions affecting its tenant customers and records additional losses
in accordance with its policies, where appropriate. The Company and the Group for the purposes of the financial statements as
at 31 December 2024 has made an assessment for the formation of a provision for expected credit losses but has not identified
any such indication and has not set up a respective provision.
3.2 Management’s critical judgments for the application of accounting principles
(a) Classification of newly acquired businesses and assets as an acquisition of a business or an individual asset
The Group determines whether, when acquiring activities and assets, they should be recognised as an acquisition of a business
or as an investment in real estate. The Group acquires subsidiaries, which own property. The Group identifies an acquisition as
an acquisition of a business when a comprehensive set of activities and assets, including the asset, is acquired. In particular, it
examines the extent to which important processes are acquired and, in particular, the extent of the services provided by the
subsidiary. Where the acquisition of subsidiaries does not represent an acquisition of business, it is considered as an acquisition
of a group of assets and liabilities. Transactions that are not identified as an acquisition of business do not result in goodwill.
(b) Classification of assets under IFRIC 12
In accordance with IFRIC 12, infrastructure constructed by a concessionaire is not recognised in its assets as tangible fixed
assets but in financial assets as a financial asset model and/or intangible assets as an intangible asset model, or partly as a
financial asset and partly as a hybrid model depending on the contractually agreed terms. The definitive classification of the
amounts on the basis of the above methods/models, requires a judgment by the management of the Group regarding the
interpretation of the terms of the partnership agreement as well as other factors such as financial parameters. The management
considered that on the basis of the existing data, these amounts are allocated as financial assets.
(c) Determination of the term of renewable leases
The Group specifies the term of the lease as the contractual term of the lease, including the period of time covered by
(a) the right to extend the lease, if it is relatively certain that the right will be exercised or by (b) the right to terminate the contract,
if it is relatively certain that the right will not be exercised.
The Group has the right, for some leases, to extend the term of the lease. The Group assesses whether it is relatively certain
that the renewal right will be exercised and, in exercising that right, considers all relevant factors that create an economic
incentive. Subsequent to the commencement date of the lease, the Group shall review the lease term if there is a significant
event or change in circumstances within its control that affects the option to exercise (or not exercise) the renewal option (such
as a change in the Group's business strategy).
4. Description and management of the main risks and uncertainties
The Group is exposed to risks arising from the uncertainty of the estimates of the exact market figures and their future
development. The Group's risk management policy identifies and categorises all its risks, which are systematically monitored
and evaluated both quantitatively and qualitatively, seeking to minimise the potential negative impact that they may have on the
Group's financial performance.
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4.1 Risk related to the macroeconomic environment in Greece
Due to the nature of its business, the Group is exposed to fluctuations in the overall Greek economy and, in particular, the real
estate market. This fluctuation in macroeconomic conditions and, by extension, in the conditions of the domestic real estate
market, indicatively affects:
▪ the level of supply/demand for properties, affecting the Group’s ability to lease the vacant investment properties or lease
them on attractive terms (amount and duration of basic consideration in the lease agreements) and to creditworthy tenants;
or to increase the costs required for the conclusion of leases (e.g. configuration costs) due to reduced demand or increased
supply of properties or a shrinkage in domestic economic activity; and/or sell an asset in its portfolio (either because it does
not yield the expected return or to meet any liquidity needs) in favourable market conditions and with an expected
consideration (as the marketability of the properties, in addition to the location of the property also from the supply and
demand for the type of the property asset and the wider macroeconomic environment of Greece, is also affected),
▪ the tenants’ ability to pay rent,
▪ the discount rate and/or the supply/demand for comparable properties and, by extension, due to the above, the estimate
of the properties’ fair value.
4.2 Geopolitical developments & continuation of the Group’s activities
With regard to the current geopolitical developments in Ukraine and the Middle East, it is worth noting that the Group operates
exclusively in Greece and has no tenants who come from countries directly affected by the military conflicts.
In any case and as the facts are constantly changing, any estimates regarding the effects of the geopolitical developments on
the domestic economy, the real estate market and, by extension, the Group’s financial results are subject to a high degree of
uncertainty.
Taking into account the Group's financial position, the composition and diversification of its property portfolio, its long-term
investment horizon, in combination with the securing of the necessary financial resources for the implementation of its investment
strategy in the medium term, it is concluded that the Group has the necessary resources for the operation and implementation
of its medium-term strategy. In this way, the financial statements have been prepared in accordance with the principle of the
Group’s going concern.
4.3 Market risk associated with investment property prices and rents
The Group is exposed to price risk due to potential changes in the value of properties and a reduction in rents. Any negative
change in the fair value of the properties in its portfolio and/or lease income will have a negative impact on the Group's financial
position.
The operation of the real estate market involves risks related to factors such as the geographical location, the commerciality of
the property, the general business activity of the area and the type of use in relation to future developments and trends. These
factors, whether individually or in combination, can lead to a commercial upgrading or deterioration of the area and the property
with a direct impact on its value. Moreover, fluctuations in the economic climate may affect the risk-return ratio sought by
investors and lead them to seek other forms of investment, resulting in negative developments in the real estate market that
could affect the fair value of the Group's properties and consequently its performance and financial position.
The Group focuses its investment activity on areas and categories of real estate (commercial properties such as storage and
distribution centres, supermarkets, serviced apartments, etc.) for which sufficient demand and commerciality are expected at
least in the medium term based on current data and forecasts.
In the future, the Group may be exposed to potential claims relating to defects in the development, construction and renovation
of the properties, which may have a material adverse effect on its business activity, future results, and future financial position.
The thorough due diligence that is carried out by the Group when acquiring new properties may not be able to identify all the
risks and liabilities related to an investment with adverse effects on future results and its future financial position.
In order to address the relevant risk in a timely manner, the Group ensures that it selects properties that enjoy excellent
geographical location and visibility and in areas that are sufficiently commercial to reduce its exposure to this risk.
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The Group is also governed by an institutional framework, as defined by L. 2778/1999, which contributes significantly to the
avoidance and/or timely identification and management of the relevant risk, where it stipulates that (a) the properties in the
portfolio are valued periodically, as well as prior to acquisitions and transfers, by an independent certified valuer,
(b) the possibility of investing in the development and construction of properties is provided for under certain conditions and
restrictions, and (c) the value of each property is prohibited to exceed 25% of the value of the total property portfolio.
As regards the risk arising from the reduction of lease income, and in order to minimise the risk of negative changes in such
income from significant changes in inflation in the future, the Group enters into long-term operating leases. Annual rent
adjustments, for the majority of leases, are linked to the CPI plus margin and in case of negative inflation there is no negative
impact on rents.
4.4 Cash flow risk due to changes in interest rates
The Group is exposed to fluctuations in interest rates prevailing in the market, which affect its financial position and cash flows.
The Group's exposure to fluctuations in interest rate risk derives mainly from bank loans, which are generally concluded at
variable interest rates based on the Euribor.
The Group assesses its exposure to interest rate risk and examines the possibilities of managing it through, for example,
improving the terms and/or refinancing of existing loans. It is noted that a) the 5-year bond traded on the Athens Stock Exchange
of € 100 million, b) the Group’s borrowings amounting € 22.4 million, as well as c) the part of the Group’s borrowings under the
Recovery, and Resilience Facility (“RDF”), which amounted in total to € 22.8 million as at 31 December 2024, have a fixed
interest rate and are therefore not subject to the related risk.
The following sensitivity analysis is based on the assumption that the Group's borrowing rate changes, with all other variables
remaining constant. It is noted that in fact, a change in one parameter (interest rate change) can affect more than one variable.
If the borrowing rate, which constitutes the Group’s variable borrowing costs and which at 31.12.2024 was 3.878%, increases
by 100 basis points, the impact on the Group’s results would be negative by approximately € 1.67 million (excluding the fixed
borrowing costs).
Taking into account loan agreements that were signed during the year 2024, but were not disbursed, and were disbursed
subsequently, the Group’s average borrowing cost is 3.629%. Under these agreements, an additional amount of borrowings of
€ 43.64 million has now a fixed borrowing rate and is not subject to the related risk.
4.5 Risks concerning the Group's financing
Liquidity risk is the potential inability of the Group to meet its current liabilities due to a lack of sufficient cash. Available cash
balances provide the Group with strong liquidity. As part of a policy of prudent financial management, the Group's Management
seeks to manage its borrowings by utilising a variety of financing sources and in line with its business planning and strategic
objectives. The Group assesses its financing needs and available sources of financing in the domestic financial market and
explores any opportunities to raise additional capital through the issuance of debt in that market.
Any non-compliance by the Company and the Group’s subsidiaries (including JPA) with financial covenants and other obligations
under existing and/or future financing agreements could result in the termination of such financing agreements and, further, in
a cross-default of the financing agreements, which could jeopardize the ability of the company itself and the Group companies'
to meet their loan obligations, making these obligations due and payable and while negatively affecting the Group’s prospects.
The Company's ability to distribute dividends to its shareholders, in addition to the minimum dividend of L. 2778/1999 as in force,
is limited by the specific terms of its loan agreements.
4.6 Liquidity risk
Liquidity risk is the potential inability of the Group to meet its current liabilities due to a lack of sufficient cash.
The Group ensures the liquidity required to meet its obligations in a timely manner through regular monitoring of liquidity needs
and collections from tenants, maintaining adequate cash reserves and prudent management of these reserves. At the same
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
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time, it seeks to proactively manage its borrowings by utilizing the available financial instruments, such as the financing through
the negotiable bond loan of €100 million issued in 2022 and the financing under the RRF.
Also, the Company has already entered into loan agreements or is in discussions with banks regarding the provision of additional
debt capital in order to carry out its investment plan.
The Group’s liquidity is monitored by the Management at regular intervals through the general liquidity ratio (“current ratio”). The
general liquidity ratio is the ratio of short-term assets (current assets) to total current liabilities as shown in the financial
statements.
Current Ratio Group Company Amounts in € thousand 31.12.2024 31.12.2023 31.12.2024 31.12.2023 Current assets 25,150 47,554 12,151 41,816 Current liabilities 19,526 10,764 8,530 5,456 Current Ratio 1.29 4.42 1.42 7.66
The change is mainly due to the decrease in cash and cash equivalents used for the acquisition of new investment properties
and new participations in subsidiaries and joint ventures as well as the increase in short-term loans.
4.7 Inflation risk
It relates to the uncertainty about the actual value of the Group’s investments from a possible significant increase in inflation in
future periods. With regard to this risk, which concerns reductions in lease income, and in order to minimise the risk of negative
changes in such income from significant changes in inflation in the future, the Group enters into long-term operating leases.
Annual rent adjustments, for the majority of leases, are linked to the CPI plus margin and in the event of negative inflation there
is no negative impact on rents. It is also noted that the Group during the current year has exposure to property development
projects. The increases in construction costs are not expected to have a material impact on the Group’s financial position due
to the short construction period and their small share in the Group’s total investment portfolio.
4.8 Credit risk
The Group is exposed to credit risk in respect of trade receivables from tenants and receivables from the sale of real estate.
Two major manifestations of the credit risk are counterparty risk and concentration risk.
- Concentration risk: Concentration risk refers to the high dependence on specific tenants-customers, which may create either
a serious problem for the Group's viability in the event of their insolvency or a claim for preferential treatment on the part of
the tenants.
A significant portion of the Group's lease income derives from 2 tenants mainly belonging to the commercial property sector
(office buildings) and the industrial sector, which together represent 25% of total lease income, with reference date
31.12.2024. Therefore, the Group is exposed to counterparty risk and any failure to pay rents, termination or renegotiation
of the terms of these leases by the tenants on terms less favourable to the Group may have a material adverse effects on
the Group's business activity, results of operations, financial position and prospects.
- Counterparty Risk: Counterparty risk refers to the possibility that the counterparty to a transaction will default on its
contractual obligation before the final settlement of the cash flows arising from the transaction. In this case, the Group is
subject to the risk of dealing with any insolvent tenants, resulting in the creation of doubtful/uncertain receivables.
To minimise this risk, the Group assesses the creditworthiness of its counterparties and seeks to obtain adequate guarantees.
4.9 Risks relating to the activity of the subsidiary JPA ATTICA SCHOOLS S.A.
JPA ATTICA SCHOOLS S.A. was established for the sole purpose of undertaking, studying, financing, constructing and
technical management of 10 school units in the Attica region. Given that the construction phase of the school units was
completed in 2017, the schools’ Operation and Maintenance phase is currently in progress.
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
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Under the PPP Contract, specific quality specifications must be met during the schools’ Operation and Maintenance phase.
Non-compliance with the relevant specifications may lead to termination, which would have a negative impact on the results of
JPA ATTICA SCHOOLS S.A., and consequently on the Group’s results and financial position.
The main customer of JPA ATTICA SCHOOLS S.A. is KTYP S.A. (School Buildings Organization S.A.), which belongs to the
wider Public Sector, thus the Group is exposed to credit risk in the event that the Greek State fails to meet its obligations, such
as those arising from the PPP Contract, in a timely manner. Any such failure on the part of KTYP S.A. may have significant
adverse effects on the business activity and the results of JPA ATTICA SCHOOLS S.A., and by extension on the Group's results
and financial position.
The Group may suffer material losses from the activity of JPA ATTICA SCHOOLS S.A. that exceed any insurance indemnity or
from events that have taken place for which it cannot be insured, which would have a negative impact on the Group’s results
and financial position.
4.10 Capital risk
The Group’s objective with regard to capital management is to ensure its ability to remain in continuing operations in order to
generate profit for shareholders and benefits for other stakeholders and to maintain an optimal capital structure in order to
reduce the capital cost.
The risk of high debt burden may result in the inability to repay loan obligations (principal and interest), non-compliance with
loan covenants and possible inability to enter into new loan agreements.
The legal regime governing Real Estate Investment Companies in Greece allows them to enter into loans and provide credit to
them in amounts not exceeding 75% of their assets for the acquisition and development of real estate.
In order to address this risk, the evolution of the capital leverage is monitored on the basis of a gearing ratio, which refers to the
ratio of net borrowings to total equity at regular intervals and in any case before the decision to receive a new loan.
In accordance with the terms of the Group’s loan agreements, the Group must comply with, among others, certain financial
ratios. During the years ended 31 December 2024 and 31 December 2023, the Group complied with this obligation. It is noted
that within 2024 the Group sent requests for derogation in relation to financial ratios regarding five bond loans of the Group, in
accordance with the provisions of the relevant loan agreements, which were accepted by the competent financial institutions.
The waiver letters mainly concern a) the imminent change of the terms of assumed loan agreements of new subsidiaries and b)
the extension of measurement of financial ratios of construction loans, whose financial ratios are fully satisfied as at 31.12.2025.
The Group monitors its capital based on its gearing ratio as follows:
Amounts in € thousand Group Company 31/12/2024 31/12/2023 31/12/2024 31/12/2023 Total Loans and grants (not including lease liabilities) (Note 6.19) 308,892 193,829 233,382 134,192 Less: Total cash and cash equivalents (including also the Blocked Deposits (Notes 6.12, 6.13) 21,945 45,025 10,608 40,381 Net Loans (not including lease liabilities) (a) 286,947 148,804 222,773 93,811 Total Equity 198,141 147,249 159,655 135,039 Total capital (b) 485,088 296,053 382,428 228,850 Gearing ratio (not including lease liabilities) (a/b) 59.15% 50.26% 58.25% 40.99%
Group Company 31/12/2024 31/12/2023 31/12/2024 31/12/2023 Total Loans and grants (including lease liabilities of investment properties) (Note 6.19, note 6.20) 310,300 199,602 234,789 139,965 Less: Total cash and cash equivalents (including also Blocked Deposits) (Notes 6.12, 6.13) 21,945 45,025 10,608 40,381 Net Loans (including lease liabilities of investment properties) (a) 288,355 154,577 224,181 99,584 Total Equity 198,141 147,249 159,655 135,039 Total capital (b) 486,496 301,826 383,836 234,623 Gearing ratio (including lease liabilities of investment properties) (a/b) 59.27% 51.21% 58.40% 42.44%
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 70 to 108
4.11 Fair Value Measurement of Assets and Liabilities
The Group calculates the fair value of the assets and liabilities based on a fair value calculation framework that classifies financial
and non-financial instruments into a three-level hierarchy according to the hierarchy of inputs used in the valuation, as described
below.
Level 1: Official quoted market prices (unadjusted) in the markets for similar assets or liabilities.
Level 2: Inflows other than the official quoted prices included in Level 1 that are observable for the asset or liability either directly
or indirectly. In particular, the fair value of financial instruments that are not traded in an active market (for example, OTC
derivatives transactions) is determined using valuation techniques. These valuation techniques maximise the use of observable
market data, where available, and rely as little as possible on entity-specific parameters. If the significant inputs to an instrument's
fair value are observable, the instrument is categorised as Level 2.
Level 3: Inflows for the asset or liability that are not based on observable market data. In particular, if one or more of the
significant variables are not based on observable market data, the instrument is categorised as Level 3.
Financial assets measured at fair value
The table below analyses the fair value of the Group’s financial assets and liabilities measured at fair value as at 31.12.2024. In
the year 2023, no such cases occurred.
Financial Assets measured at Fair Value - Group as at 31.12.2024 Level 1 Level 2 Level 3 Total Derivatives - Financial instruments - 926,181 - 926,181 Total - 926,181 - 926,181
Non-financial assets measured at fair value
The table below analyses the fair value of the Group's non-financial assets and liabilities measured at fair value as at 31.12.2024
and 31.12.2023, respectively:
Non-financial assets measured at Fair Value - Group as at 31.12.2024 Level 1 Level 2 Level 3 Total Investment property - - 430,930,404 430,930,404 Total - - 430,930,404 430,930,404 Non-financial assets measured at Fair Value - Group as at 31.12.2023 Level 1 Level 2 Level 3 Total Investment property - - 260,895,268 260,895,268 Total - - 260,895,268 260,895,268 Non-financial assets measured at Fair Value - Company as at 31.12.2024 Level 1 Level 2 Level 3 Total Investment property - - 210,920,404 210,920,404 Total - - 210,920,404 210,920,404
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
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Non-financial assets measured at Fair Value - Company as at 31.12.2023 Level 1 Level 2 Level 3 Total Investment property - - 189,625,268 189,625,268 Total - - 189,625,268 189,625,268
Financial assets not measured at fair value
The following tables summarise the fair value of the Group's and the Company’s financial assets and liabilities not measured at
fair value as at 31.12.2024 and 31.12.2023, respectively:
Financial Assets not measured at Fair Value - Group as at 31.12.2024 Level 1 Level 2 Level 3 Total Financial assets at amortised cost - - 35,057,834 35,057,834 Financial Assets not measured at Fair Value - Group as at 31.12.2023 Level 1 Level 2 Level 3 Total Financial assets at amortised cost - - 36,791,557 36,791,557 Financial Liabilities not measured at Fair Value - Group Level 1 Level 2 Level 3 Total Borrowings 31.12.2024 97,040,000 - 210,565,937 307,605,937 Borrowings 31.12.2023 92,400,000 - 96,133,502 188,533,502 Financial Liabilities not measured at Fair Value - Company Level 1 Level 2 Level 3 Total Borrowings 31.12.2024 97,040,000 - 135,056,093 232,096,093 Borrowings 31.12.2023 92,400,000 - 36,496,173 128,896,173 Financial Liabilities measured at Fair Value - Company as at 31.12.2024 Level 1 Level 2 Level 3 Total Consideration Due for the acquisition of a subsidiary (long-term liability) - - 5,000,000 5,000,000 Consideration Due for the acquisition of share capital in an investment in joint venture (short-term liability) 2,325,000 2,325,000 Total - - 7,325,000 7,325,000
The assets and liabilities included in the above tables are carried at amortised cost and their carrying value approximates their
fair value.
In addition, at 31.12.2024 and at 31.12.2023, the Company had Loans to its subsidiaries of € 18.07 million and € 6.2 million
included in Other short-term receivables and Other long-term receivables in the Company’s Statement of Financial Position.
The fair value of these receivables approximates their carrying amount.
At 31.12.2024 and 31.12.2023, the carrying value of cash and cash equivalents, blocked deposits, trade and other receivables,
and accounts payable and other liabilities approximated their fair value.
5. Segment reporting
The Group has recognised the following segments:
Operating segments
Commercial property: This category includes commercial real estates (big-boxes, super market, office buildings) as well as plots
for future exploitation.
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
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Industrial Buildings: This category includes warehouse buildings (logistics), other properties with industrial use as well as
wineries along with their vineyards.
Serviced apartments: This category includes buildings that function as serviced apartments including student dormitories.
Social buildings: This category includes social buildings in the field of education (schools), including schools managed through
PPPs.
Hotels: This category includes hotel buildings, which were acquired by the Group through the acquisition of subsidiaries that
own these properties in the year 2024.
The Group operates only in the Greek market and for this reason it has no analysis in geographical areas.
The accounting policies for the operating segments are the same as those described in the significant accounting policies of the
annual financial statements. There are no transactions between business segments.
Operating segments are strategic units that are monitored separately by the Board of Directors because they concern different
segments of the real estate industry with separate yields.
Segment Results, Assets and Liabilities at 31.12.2024
Social Unallocated Commercial Industrial Serviced buildings income / properties buildings apartments (PPP) Hotels expenses Total Level 3 3 3 3 3 3 Lease Income from investment properties 3,568,587 11,851,534 1,784,342 1,364,372 271,909 24,000 18,864,743 Income from provision of services - 31,632 497 2,641,415 - 26,926 2,700,470 Income from common charges 325,812 455,237 7,318 788,367 Total income 3,894,399 12,338,403 1,792,157 4,005,787 271,909 50,926 22,353,580 Gains on sale of investment properties 56,134 1,434,503 - - - - 1,490,637 Net gains / (losses) on revaluation of investments at fair value 6,631,771 10,289,961 1,482,973 654,956 3,942,760 - 23,002,420 Total 10,582,304 24,062,867 3,275,130 4,660,743 4,214,668 50,926 46,846,638 Expenses related to investment (1,774,046) property (1,217,953) (562,157) (2,481,600) (8,534) - (6,044,290) Depreciation-Amortisation of PPE assets and intangible assets - - - - - (722,973) (722,973) Other operating expenses/Personnel fees and expenses - - - - - (4,239,452) (4,239,452) Other income 160,760 341,739 - 23,042 10,323 10,201 546,065 Finance (expense)/income (798,363) (1,649,667) (268,554) (298,498) (123,710) (3,080,548) (6,219,340) Profit before tax per segment 8,726,747 20,980,894 2,444,419 1,903,687 4,092,746 (7,981,845) 30,166,648 Share of losses/profit from investments in joint venture 11,543,060 (54,196) 241,845 - - - 11,730,709 Share of losses from valuation of financial derivatives - - - 926,181 - - 926,181 Profit before tax per segment 20,269,807 20,926,698 2,686,264 2,829,868 4,092,746 (7,981,845) 42,823,538 Income tax - - - - - (1,953,804) (1,953,804) Profit for the year per segment 20,269,807 20,926,698 2,686,264 2,829,868 4,092,746 (9,935,649) 40,869,734 Assets Investment property 91,731,000 168,942,000 33,747,404 21,150,000 115,360,000 - 430,930,404 Financial assets at amortised cost - - - 35,057,834 - - 35,057,834 Investments in joint ventures 20,008,228 7,255,873 361,111 - - - 27,625,213 Advances for purchase and construction of investment 1,422,093 2,823,641 properties - - - - 4,245,734 Derivatives - Financial - - instruments - 926,181 - - 926,181 Unallocated assets - - - - - 26,147,127 26,147,127 Total Assets 113,161,321 179,021,514 34,108,516 57,134,015 115,360,000 26,147,127 524,932,492 Liabilities Loans and liabilities 58,511,910 32,532,827 10,863,195 33,807,342 80,345,266 102,353,943 318,414,481 Unallocated liabilities - - - - - 8,377,423 8,377,423 Total Liabilities 58,511,910 32,532,827 10,863,195 33,807,342 80,345,266 110,731,366 326,791,905
In commercial properties are also included six plots for future use (non-leased) of fair value € 4.95 million.
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 73 to 108
In industrial properties are included two properties for future use of fair value € 6.54 million. In one of them the reconstruction is
in progress and has been signed a lease agreement which will commerce upon completion of the project.
Also in the industrial properties within the property located at Oraiokastro in Thessaloniki there is an independent building of
total area 10,868 sq.m. (not including auxiliary spaces), for future development.
Segment Results, Assets and Liabilities at 31.12.2023
Total allocated Unallocated Commercial Industrial Serviced Social buildings income / income / properties Buildings apartments (PPP) expenses expenses Total Level 3 3 3 3 3 Lease Income from investment properties 970,476 11,456,262 1,546,784 1,364,372 15,337,894 24,000 15,361,894 Income from provision of services - - 10,616 2,768,617 2,779,233 - 2,779,233 Income from common charges 370,636 480,750 - - 851,385 - 851,385 Total income 1,341,112 11,937,012 1,557,400 4,132,989 18,968,512 24,000 18,992,512 Gains on sale of investment properties - 1,170,000 - -- 1,170,000 - 1,170,000 Net gains / (losses) on revaluation of investments at fair value (1,624,324) 3,322,154 1,008,937 (399,649) 2,307,118 - 2,307,118 Total (283,212) 16,429,166 2,566,337 3,733,340 22,445,630 24,000 22,469,630 Expenses related to investment property (747,304) (1,539,752) (388,227) (2,581,178) (5,256,461) - (5,256,461) Depreciation-Amortisation of PPE assets and intangible assets - - - - - (293,355) (293,355) Other operating expenses/Personnel fees and expenses - - - - - (3,620,518) (3,620,518) Other income - 400,000 - - 400,000 77,399 477,399 Finance (expense)/income (361,676) (1,385,449) (384,907) 184,971 (1,947,062) (2,853,941) (4,801,003) Profit before tax per segment (1,392,193) 13,903,965 1,793,203 1,337,133 15,642,108 (6,666,414) 8,975,693 Share of losses from investment in joint venture and associate - - - - - (285,852) (285,852) Profit before tax per segment (1,392,193) 13,903,965 1,793,203 1,337,133 15,642,108 (6,952,266) 8,689,841 Income tax - - - - - (1,446,431) (1,446,431) Profit for the year per segment (1,392,193) 13,903,965 1,793,203 1,337,133 15,642,108 (8,398,697) 7,243,411 Assets Investment property 62,520,000 151,050,000 27,025,268 20,300,000 260,895,268 - 260,895,268 Financial assets at amortised cost 36,791,557 36,791,557 - 36,791,557 Investments in joint ventures and associates - 2,822,720 - - 2,822,720 - 2,822,720 Advances for purchase and construction of investment properties - 6,138,288 540,000 - 6,678,288 - 6,678,288 Unallocated assets - - - - - 48,959,053 48,959,053 Total Assets 62,520,000 160,011,008 27,565,268 57,091,557 307,187,833 48,959,053 356,146,886 Liabilities Loans and liabilities 29,276,522 24,582,803 9,954,815 36,575,882 100,390,022 100,113,962 200,503,984 Unallocated liabilities - - - - - 8,394,333 8,394,333 Total Liabilities 29,276,522 24,582,803 9,954,815 36,575,882 100,390,022 108,508,295 208,898,317
The Group operates only in the Greek market where all its assets are located and its income is derived from leases, provision
of services and common charges provided on an ongoing basis over time.
In relation to the above analyses, we note that:
(a) There are no transactions between segments.
(b) Business segment assets consist of investment property, advances for the purchase of investment property and financial
assets measured at depreciable cost.
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 74 to 108
(c) Unallocated assets consist of property, plant and equipment, other intangible assets (computer software), cash and cash
equivalents, blocked deposits and other long-term and short-term receivables.
(d) Business segment liabilities consist of short-term and long-term loan and lease liabilities. Unallocated liabilities at
31 December 2024 and 31 December 2023 consist primarily of other long-term and current liabilities.
Concentration on customers
There is lease income which exceeds 10% of the Group’s and the Company’s total income for the period 01.01.-31.12.2024,
which derives from two lessees, concerns properties in the commercial property (office buildings) and industrial property sectors
and amounts in total to 25% of total lease income at 31.12.2024.
6. Notes to the Annual Financial Statements
6.1 Investment property
In the table below are set out the account movements:
Group Company 31/12/2024 31/12/2023 31/12/2024 31/12/2023 Opening balance of the year 260,895,268 229,066,000 189,625,268 103,260,000 Purchases of new investment properties 13,873,191 4,682,186 10,680,458 4,682,186 Additions 29,135,528 28,224,060 6,402,050 4,800,845 Additions of investment properties through acquisition of subsidiaries 110,453,087 - - - Effect from merged companies - - - 77,023,816 Transfer to PPE Assets - (360,000) - - Net change in lease incentives 429,430 1,050,892 81,148 548,270 Sale of investment property (6,858,520) - (6,858,520) - Net profit on revaluation of investment properties at fair value 22,972,420 2,152,130 10,960,001 3,230,152 Reclasiffication of items, property assets held for sale (460,000) (3,920,000) (460,000) (3,920,000) Closing balance of the year (a) 430,440,404 260,895,268 210,430,404 189,625,268
Opening balance of the year of property assets held for sale - - Reclasiffication of items, property assets held for sale 460,000 3,920,000 460,000 3,920,000 Additions to property assets held for sale - 15,012 - 15,012 Sale of investment property - (4,090,000) - (4,090,000) Net profit on revaluation of property assets held for sale at fair value 30,000 154,988 30,000 154,988 Property assets held for sale at end of year (b) 490,000 - 490,000 - Closing balance of the year (a) + (b) 430,930,404 260,895,268 210,920,404 189,625,268
During the current year, the gains on revaluation of investment properties at fair value amounted to € 23.0 million (against
€ 2.31 million in the previous year). The increase of fair values of the investment properties in the Group’s portfolio in the current
year by € 20.7 million, is mainly due to the completion of the Company’s investments in the office buildings in Tavros and the
delivery of this project, in the student residences in Xanthi, in the acquisition of new investment properties through the acquisition
of subsidiaries and in the improvement of the real estate market conditions.
Purchases of new investment properties
During the current year, the Group made the following investments, which contributed to the diversification of the Group's
investment portfolio:
1. On 01.03.2024, the Company proceeded to the purchase of a plot of land in Mantinia, Arkadia, of 2,135 sq.m. for consideration
€ 0.02 million.
2. On 15.03.2024, the Group proceeded with the purchase of two commercial properties in Tripoli and Athens for consideration
€ 1.55 million, through the newly established subsidiary PANFIN S.A. The fair value of the properties at 31.12.2024 amounted
to € 1.14 million and € 0.74 million.
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 75 to 108
3. On 16.04.2024, the Group proceeded with the purchase of a commercial property in Drama for consideration € 0.78 million,
through the newly established subsidiary PANFIN S.A. The fair value of the property at 31.12.2024 amounted to € 0.90 million.
4. On 27.06.2024, the Group proceeded with the purchase of an industrial property in Chalastra, Thessaloniki for consideration
€ 0.35 million, through the newly established subsidiary PANFIN S.A. The fair value of the property at 31.12.2024 amounted to
€ 1.08 million.
5. At 19.09.2024, the Group proceeded to the purchase of a commercial property in Athens for consideration € 0.45 million,
through the subsidiary PANFIN S.A. The property’s fair value at 31.12.2024 amounted to € 0.56 million.
6. On 30.09.2024, the Company, in execution of a preliminary agreement, completed the purchase of an industrial property in
Kyrillos Aspropyrgos, for total consideration € 7.00 million, of which € 3.50 million was paid during the current year. Moreover,
the Company carried out construction works on the property for the total amount of € 2.23 million. The fair value of the property
at 31.12.2024 amounted to € 10.10 million.
7. On 23.10.2024, the Company proceeded to purchase a plot in Naoussa, Imathia, of 2,000 sq.m. for consideration € 0.15
million. The fair value of the property at 31.12.2024 amounted to € 0.15 million.
8. On 19.12.2024, the Company acquired for total consideration € 115.22 million, of which € 5 million will be paid within 18
months, 100% of the share capital of the company SUNWING S.A., The fair value of the properties at 31.12.2024 amounted to
€ 84.03 million and € 31.33 million respectively. The acquisition was considered to be an acquisition of a group of assets and
liabilities rather than a business combination.
9. On 20.12.2024, the Company proceeded to the purchase of a six-storey building in Xanthi of 2,626 sq.m. which will be used
as a student residence after the completion of its reconstruction works, for consideration € 1.60 million. The fair value of the
property at 31.12.2024 amounted to € 2.08 million.
10. On 23.12.2024, the Company proceeded to the purchase of a five-storey building in Volos, Magnesia of 1,685 sq.m., which
will be used as a student residence after the completion of its reconstruction, for consideration € 1.85 million. The fair value of
the property at 31.12.2024 was € 2.09 million.
Additions
1. The subsidiary PRIMALAFT S.A. completed the conversion of the property in Tavros into an office complex. It is noted that
during the current year were carried out construction works, direct costs related to the construction and interest for the
construction period totalling € 21.8 million. The fair value of the property at 31.12.2024 amounts to € 74.8 million.
2. The Company completed the investment of the property in Xanthi, the upper floors of which will operate as a student residence,
while the ground floor of the property will operate as a commercial store. It is noted that during the current year, were carried
out construction works and construction period interest amounting € 1.63 million. The fair value of the property at 31.12.2024
amounts to € 6.9 million.
3. The Company completed the investment of the industrial property in Kyllos Aspropyrgos. During the current year, were carried
out construction works amounting € 2.23 million (of which € 1.14 million was paid during the previous year and was included in
the item “Advances for the purchase and construction of investment properties”.
4. The Company commenced the reconstruction works on the property in Pikermi, which amounted to € 1.32 million for the
current year.
Property assets held for sale
On 01.03.2024, the Company signed a preliminary agreement for the sale of two plots in Paros which are part of the commercial
property sector for consideration € 0.6 million. Its fair value amounted to € 0.49 million according to the valuation report as of
31.12.2024. The sale is part of the active management of the Group’s investment portfolio, aiming at maximizing returns through
the sale of properties and is expected to be completed within the first semester of 2025.
Sales of investment properties
On 26.06.2024, the Company proceeded to the sale of a property owned by the Company located at A' Parodos Dimotikou
Stadiou, Katerini, for consideration € 2.26 million. Its fair value amounted to € 2.18 million according to the valuation report as
of 31.12.2023.
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 76 to 108
On 13.09.2024, the Company, implementing a preliminary agreement signed on 03.07.2024, proceeded to the sale of a property
owned by it and located in Megalochori, Santorini, for consideration € 6.5 million. Its fair value amounted to € 4.06 million
according to the valuation report as at 30.06.2024.
The Group's loan liabilities, which are secured by investment property, are disclosed in Note 6.19.
Information on the valuation methods of investment properties by class of operating segment:
In the table below are set out the estimated values of the Group’s investment property portfolio for 31.12.2024 as derived from
the independent valuer’s reports:
Value in € Rate of return on TYPE Valuation method Discount rate (%) thousand maturity (%) 20% Market Approach (Comparative Method) - 80% Discounted Cash Flows 80% Market Approach (Comparative Method) - 20% Discounted Cash Flows Industrial 20% Market Approach (Comparative Method) - 80% Residual 168,942 6.20%-13.70% 3.50%-10.50% properties method in combination with discounted cash flows 80% Market Approach (Comparative Method) - 20% Residual replacement cost 20% Market Approach for land (Comparative Method), residual replacement cost for buildings - 80% Discounted Cash Flows 20% Market Approach (Comparative Method) - 80% Discounted Cash Flows 80% Market Approach (Comparative Method) - 20% Residual Commercial 91,731 method 7.50%-9.70% 6.25%-8.70% properties 50% Comparative method - 50% Residual method 100% Discounted Cash Flows 100% Market Approach (Comparative Method) 90% Discounted Cash Flows - 10% Market Approach Hotels 115,360 9.21% 7.21% (Comparative Method) 10% Market Approach (Comparative Method) - 90% Discounted Cash Flows *Serviced 33,747 100% Discounted Cash Flows 7.40%-9.15% 5.90%-7.65% apartments 20% Market Approach (Comparative Method) - 80% Discounted Cash Flows 20% Market Approach (Comparative Method) - 80% Discounted Social buildings 21,150 7.75% 6.25% Cash Flows Total 430,930
* The fair value of the property at 10, Valaoritou & Orphanidou Str., Thessaloniki, at 31.12.2024 amounts to € 4.47 million based on the valuation by Savills Hellas
P.C. not including the lease liability of € 1.41 million and amounting in total to € 5.88 million.
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 77 to 108
The table below sets out the estimated values of the Group's investment property portfolio as at 31 December 2023 as derived
from the reports of the independent valuers:
Value in € Rate of return on TYPE Valuation method Discount rate (%) thousand maturity (%) 20% Market Approach (Comparative Method) - 80% Discounted Cash Flows 80% Market Approach (Comparative Method) - 20% Discounted Industrial 151,050 Cash Flows 6.2%-13.7% 3.5%-10.5% properties 20% Market Approach for land (Comparative Method), residual replacement cost for buildings - 80% Discounted Cash Flows 20% Market Approach (Comparative Method) - 80% Discounted Cash Flows 80% Market Approach (Comparative Method) - 20% Residual method Commercial 62,520 50% Comparative method - 50% Residual method for the area 8.6%-9.75% 6.75%-8.75% properties within the urban planning zone & 100% residual method for the area outside the urban planning zone 100% Discounted Cash Flows 100% Market Approach (Comparative Method) 10% Market Approach (Comparative Method) - 90% Discounted Cash Flows *Serviced 20% Market Approach (Comparative Method) - 80% Discounted 27,025 7.5%-9.25% 6%-7.75% apartments Cash Flows 100% Discounted Cash Flows 20% Market Approach (Comparative Method) - 80% Discounted Social buildings 20,300 7.95% 6.45% Cash Flows Total 260,895
* The fair value of the property at 10, Valaoritou & Orphanidou Str., Thessaloniki, at 31.12.2023 amounts to € 4.38 million based on the valuation by Savills Hellas
P.C. not including the lease liability of € 1.43 million and amounting in total to € 5.81 million.
Fair value measurement
In accordance with the applicable REIC legislation, the values of investment properties are valued by independent valuers at
30 June and 31 December of each year. The estimates used to determine the fair value of investment properties have taken
into account their optimal use, given their legal status, technical characteristics and permitted use. The fair value of the
investment properties was measured by independent valuers, in accordance with the Joint Ministerial Decision
26294/Β.1425/19.7.2000 on the determination of valuation methods for the real estate assets of REICs.
Investment property is measured at fair value on the basis of management estimates supported by reports of independent
Certified Valuer on the basis of the methods accepted by the International Financial Reporting Standards. The fair values of
properties were determined at 31.12.2024 by the independent valuers (SAVILLS HELLAS P.C. and GEOAXIS) according to the
rules and methods provided for by the Valuation Standards of the Royal Institute of Certified Surveyors (RICS Valuation
Professional Standards 2017 – Red Book).
For the Group’s portfolio, the comparative method and the discounted cash flow (DCF) method were used for the vast majority
of valuations. For the valuation of all but six (6) of the Group’s investment properties, the discounted cash flow (DCF) method
was considered by the independent valuers to be the most appropriate. The income method and more specifically the discounted
cash flow (DCF) method is considered the most appropriate for investment properties whose value depends on the income they
generate, such as the portfolio properties.
For some of the Company’s properties, one valuation method was used as this was the correct methodologically on the basis
of the property’s characteristics relating its location and/or its current condition and the image of each real estate market.
Regarding the valuation of the property in Pikermi as at 31.12.2024 was applied a combination of methods (20% Market
Approach (Comparative method) – 80% Residual method) in combination with the Income Approach with Discounted Cash
Flows (DCF), compared to the combination of methods (80% Market Approach (Comparative method) – 20% Discounted Cash
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 78 to 108
Flows) used as at 31.12.2023. Furthermore, for the property owned by PRIMALAFT S.A. was applied the Discounted Cash Flow
(DCF) (80%) and the comparative (20%) against Discounted Cash Flows and for the property in Xanthi, Christodoulou Brokoumi
& Kougioumtzoglou Str., was applied the Discounted Cash Flow (DCF) (90%) and the comparative (10%) against discounted
cash flows (100%). The result of the change is not considered significant and was made due to the lease and reconstruction of
the property.
The fair values calculated by the above methodologies are classified in terms of fair value hierarchy at Level 3 after using survey
data, assumptions and data relating to real estate of same/similar characteristics and therefore include a wide range of non-
observable market data. There were no transfers in and out of Level 3 during the year ended 31 December 2024.
Sensitivity analysis of the fair value measurement
If at 31 December 2024, the discount rate used in the cash flow discount analysis differed by +/-0.50% from Management's
estimates, the carrying amount of the investment properties would be estimated € 14.79 million lower or € 16.08 million higher.
If at 31 December 2024, the rate of return at maturity, used in the discounted cash flow analysis differed by +/- 0.50% from
Management's estimates, the carrying amount of the investment properties would be estimated € 7.81 million lower or € 5.98
million higher.
The Group has full ownership of all its properties except a) for the property at 10, Valaoritou Street, Thessaloniki, of total fair
value € 5.88 million which is held through a long-term right of exploitation with the Church of Greece as counterparty, expiring
on 31.08.2054 and b) for the property in Position Lakkos – Kyrillos, at Asporpyrgos, Attica, of total fair value € 10.10 million
which the Company owns and occupies.
On the above properties of the Group, there are registered mortgages and pre-notices of amount € 246.06 million.
Advances for the purchase of investment properties
The advances for the purchase of investment properties at 31.12.2024 is mainly due to: a) the signing of preliminary agreements
in October 2023, of the subsidiary PANDORA INVEST S.A. for the acquisition of properties from ALPHA BANK of value € 1.4
million, the acquisition of which is expected to be completed within 2025, b) the advance of € 0.3 million for the acquisition of
properties in Larissa, Volos and Rhodes with the purpose of converting them into student residences, c) the advance of € 0.9
million for the acquisition of a property in Kalamaria, d) the advance of € 0.5 million for the acquisition of a property in Thessaloniki
and e) the advance of € 1.1 million for the acquisition of a property in Artemida, Attica.
6.2 Financial assets at amortised cost
The financial assets at amortised cost are broken down as follows:
Group 31/12/2024 31/12/2023 Financial assets from a concession agreement 35,057,834 36,791,557 Total 35,057,834 36,791,557
(a) Financial assets from a concession agreement
Group 31/12/2024 31/12/2023 Opening balance 36,791,557 38,073,215 Increase of receivables 2,641,415 2,768,617 Cash receipts in the year (6,479,735) (6,420,605) Interest income 2,081,555 2,353,296 Decrease of provision for credit losses 23,042 17,034 Closing balance 35,057,834 36,791,557 31/12/2024 31/12/2023 Non-current assets 33,186,762 34,929,797 Current assets 1,871,072 1,861,760 Total 35,057,834 36,791,557
On 9.05.2014, the subsidiary JPA ATTICA SCHOOLS S.A. concluded a contract for the study, construction and technical
management of ten (10) school units in Attica, through a public-private partnership (PPP), with the company under the name
“Ktiriakes Ypodomes S.A.” (“KTYP”) and, on behalf of a third party, with the company named "J&P-AVAX S.A." (the "Partnership
Agreement"). The object of the Partnership Agreement is the undertaking by JPA of the implementation of the project "Study,
Construction and Technical Management of 10 School Units in Attica through PPPs" for a contractual consideration consisting
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 79 to 108
of Monthly Single Payments, which are calculated on the basis of certain parameters provided for in the Partnership Agreement.
The duration of the PPP contract is 27 years from the date of its entry into force. The fair value of the right to manage 10
properties in the Region of Attica under the Public-Private Partnership Concession Agreement "PPP" at 31.12.2024 amounts to
€ 35,087,262 based on valuation by the company DELOITTE BUSINESS SOLUTIONS S.A.
6.3 Derivatives - Financial instruments
The Group’s subsidiary JPA ATTICA SCHOOLS S.A. has entered into an interest rate swap agreement with nominal amount €
13.7 million, for cash flow risk hedging purposes, due to the subsidiary’s exposure to the variable interest rate change in relation
to a bond loan of variable rate. The swap agreement enters into force on 01.07.2025 and expires on 31.12.2035.
Group 31/12/2024 31/12/2023 OTC interest rate derivatives through profit or loss 926,181 - Total 926,181 -
For the year ended 31.12.2024, the Group recognized in profit or loss the profit on the derivative financial instrument, amounting
€ 927 thousand, due to the fair value measurement of the derivative at 31.12.2024.
6.4 Property, plant and equipment
The property, plant and equipment of the Group and the Company are analysed as follows:
Group Building Furniture installations Mechanical Transportation Table of changes in own-used PPE assets & other Total on leased third equipment means equipment party property Cost Balance 1.1.2023 758,773 48,292 14,850 1,086,472 1,908,386 Additions - - - 373,370 373,370 Disposals - (48,292) (14,850) (5,254) (68,395) Balance 31.12.2023 758,773 - - 1,454,588 2,213,361 Accumulated depreciation and impairment Balance 1.1.2023 187,066 48,292 14,850 1,028,464 1,278,671 Depreciation charge 76,858 - - 74,783 151,642 Write-downs of depreciation charge - (48,292) (14,850) (5,253) (68,395) Balance 31.12.2023 263,924 - - 1,097,994 1,361,918 Net book value 31.12.2023 494,848 - - 356,595 851,443 Cost Balance 1.1.2024 758,773 - - 1,454,588 2,213,361 Additions - - - 889,550 889,550 Disposals (108,000) - - (748,760) (856,760) Balance 31.12.2024 650,773 - - 1,595,378 2,246,151 Accumulated depreciation and impairment Balance 1.1.2024 263,924 - - 1,097,994 1,361,918 Depreciation charge 74,284 - - 505,603 579,887 Write-downs of depreciation charge - - - (56,462) (56,462) Balance 31.12.2024 338,208 - - 1,547,134 1,885,343 Net book value 31.12.2024 312,564 - - 48,244 360,808
Company Building Table of changes in own-used PPE installations assets on leased third Furniture & other party property equipment Total Cost Balance 1.1.2023 699,878 308,507 1,008,385 Additions - 481,370 481,370 Additions from mergers - 132,373 132,373 Disposals - (5,254) (5,254) Balance 31.12.2023 699,878 916,997 1,616,875 Accumulated depreciation and impairment Balance 1.1.2023 128,171 278,352 406,524 Depreciation charge 76,858 70,808 147,666 Additions from mergers - 108,496 108,496 Write-downs of depreciation charge - (5,253) (5,253) Balance 31.12.2023 205,030 452,403 657,432 Net book value 31.12.2023 494,848 464,595 959,443
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 80 to 108
Building Table of changes in own-used PPE installations assets on leased third Furniture & other party property equipment Total Cost Balance 1.1.2024 699,878 916,997 1,616,875 Additions - 771,520 771,520 Disposals - (748,760) (748,760) Balance 31.12.2024 699,878 939,757 1,639,635 Accumulated depreciation and impairment Balance 1.1.2024 205,030 452,403 657,432 Depreciation charge 74,284 505,101 579,385 Write-downs of depreciation charge - (56,462) (56,462) Balance 31.12.2024 279,314 901,042 1,180,355 Net book value 31.12.2024 420,564 38,715 459,278
The decrease in property, plant and equipment shown during the year mainly arises from the conclusion of a financial agreement
that the company concluded with the subsidiary PRIMALAFT S.A., on 01.07.2024, which concerns the lease of fixed equipment
(note 6.9).
The Group and the Company performed an impairment test of the indications of impairment of on-used property, plant and
equipment and did not identify any such indications both as at 31.12.2024 and at 31.12.2023.
6.5 Right-of-use assets
The right-of-use assets refer to the rights to use buildings (Company's offices), which the Group recognised, by discounting
future rents, in accordance with the existing operating lease agreements. The rights-of-use are then recognised at the inception
of the relevant contracts. The movement of the account is as follows:
Group Company 31.12.2024 31.12.2023 31.12.2024 31.12.2023 Cost at beginning of the year 1,133,884 1,133,884 1,133,884 1,133,884 Additions - - - - Total 1,133,884 1,133,884 1,133,884 1,133,884 Accumulated Amortisation Opening Balance 313,840 187,439 313,840 187,439 Amortisation for the year 126,401 126,401 126,401 126,401 Closing Balance at the end of the year 440,242 313,840 440,242 313,840 Net book value at the end of the year 693,642 820,043 693,642 820,043
6.6 Intangible Assets
The Intangible Assets of the Group and the Company at 31.12.2024 and at 31.12.2023, are analysed as follows:
Group Company Table of changes in intangible assets Cost Balance 1.1.2023 177,294 128,476 Additions 12,479 12,479 Additions from mergers - 7,988 Balance 31.12.2023 189,772 148,943 Accumulated amortisation and impairment Balance 1.1.2023 154,578 109,404 Amortisation charge 15,311 14,994 Additions from mergers - 4,662 Balance 31.12.2023 169,889 129,060 Net book value 31.12.2023 19,884 19,884 Cost Balance 1.1.2024 189,772 148,943 Additions 15,795 13,539 Balance 31.12.2024 205,567 162,482 Accumulated amortisation and impairment Balance 1.1.2024 169,889 129,060 Amortisation charge 16,685 16,685 Balance 31.12.2024 186,574 145,744 Net book value 31.12.2024 18,994 16,737
Intangible Assets relate to software programs.
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 81 to 108
6.7 Investments in subsidiaries
The investments in subsidiaries of the Company at 31.12.2024 and 31.12.2023 are as follows:
Company 31/12/2024 31/12/2023 Balance at the beginning of the year 31,833,737 76,518,096 Increase of share capital in subsidiaries 230,000 100,000 Repayment of subsidiary’s share capital - (6,790,000) Acquisition of subsidiaries 115,216,489 80,000 Merger of subsidiaries - (38,074,359) Balance at the end of the year 147,280,226 31,833,737
An analysis of the cost of the Company’s investments in subsidiaries as presented in the Company’s Annual Statement of
Financial Position as at 31.12.2024 and the Statement of Financial Position as at 31.12.2023 and other information are set out
below:
31.12.2024 31.12.2023 Un-audited Participation Participation Registered tax Participation Participation Participation Participation office years Cost percentage Cost percentage 2019- Direct Direct EMEL S.A. Greece 2024 1,062,500 99,62% 1,062,500 99,62% 2019-Direct Direct ARVEN S.A. Greece 2024 1,140,000 100% 1,110,000 100% JPA ATTICA SCHOOLS 2019-Direct Direct S.A. Greece 2024 7,356,237 100% 7,356,237 100% 2021-Direct Direct PREMIA MAROUSI S.A. Greece 2024 9,183,000 100% 8,983,000 100% 2022-Direct Direct PRIMALAFT S.A. Greece 2024 13,242,000 100% 13,242,000 100% 2023-Direct Direct PANDORA INVEST S.A.. Greece 2024 80,000 80% 80,000 80% PANFIN S.A. Greece 2024 - Indirect 80% - - - PANRISE S.A. Greece 2024 - Indirect 80% - - - 2019-Direct - SUNWING S.A. Greece 2024 115,216,489 100% - - 2019-Indirect - HELIOS PALACE S.A. Greece 2024 100% - - Investments in subsidiaries 147,280,226 31,833,737
On 31.01.2024, was established the company PANFIN S.A., in which the subsidiary PANDORA INVEST S.A. contributed 100%
of the initial share capital, paying the amount € 25 thousand.
On 06.03.2024, was established the company PANRISE S.A., in which the subsidiary PANDORA INVEST S.A. contributed
100% of the initial share capital, paying the amount € 100 thousand.
By the Extraordinary General Meeting of the subsidiary PREMIA MAROUSSI S.A. held on 20.3.2024, was resolved the increase
of its share capital by € 2,000 with the issuance of 2,000 shares of nominal value € 1 with an issue price € 100 per share, with
the difference of € 198,000 being transferred to a special share premium reserve, which was fully covered by the Company.
By the Ordinary General Meeting of the subsidiary ARVEN S.A. held on 25.7.2024, was resolved the increase of its share capital
by €30,000 with the issuance of 30,000 shares of nominal value € 1, which was fully covered by the Company.
On 19.12.2024, the Company acquired for total consideration € 115.22 million, 100% of the share capital of the company
SUNWING S.A., which directly and indirectly owns the 4-star hotel “Sunwing Kallithea Beach” in Kallithea Rhodes and the 4-
star hotel “Sunwing Makrigialos & Ocean Beach Club” in Crete, which belongs to the “HELIOS PALACE S.A.”.
Subsidiaries are consolidated using the full consolidation method.
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 82 to 108
The tax returns of all the above companies for the years 2019-2023 have been audited by the statutory auditor elected under
L. 4548/2018, in accordance with article 82 of L. 2238/1994 and article 65A of L. 4174/2013 and the relevant tax compliance
certificates did not include any qualifications. The tax returns of the subsidiaries for the years 2019-2023 have not been audited
by the Greek tax authority and therefore the tax liabilities for these years have not become final. However, it is estimated by the
Company's Management that the results from a future audit by the tax authorities, if eventually carried out, will not have
significant impact on the financial position of the companies. Until the date of approval of the Condensed Interim Financial
Statements, the tax audit of the above companies by the statutory auditor for the year 2024 has not been completed, and no
significant tax liabilities are expected to arise beyond those recorded and reflected in the financial statements. The subsidiaries
ZONAS S.A. (merged with the Company) and the TOP REALTY (merged with the Company) have received a mandate for tax
audit, ZONAS S.A. for the years 2021 – 2022 and TOP REALTY for the years 2020 – 2021. The audit is in progress. On
24.07.2024, was completed the tax audit of the subsidiary INVESTMENT COMPANY ASPROPYRGOS 1 S.A. (merged with the
Company), from which no tax liabilities arose.
According to POL. 1006/05.01.2016, the enterprises for which a tax certificate is issued without qualifications for tax law
violations are not exempt from the statutory tax audit by the competent tax authorities. Therefore, the tax authorities may return
and perform their own tax audit. However, it is estimated by the Companies’ Management that the results of such future audits
by the tax authorities, if ultimately carried out, will not have a material impact on their financial position.
Acquisition of new subsidiaries in the year
In the current year, and in particular on 19.12.2024, the Company acquired 100% of the shares of SUNWING S.A., which owns
100% of the shares of the HELIOS PALACE S.A.
At the time of the acquisition, the Group examined whether this acquisition represented the acquisition of a business or the
acquisition of an asset. In particular, the Group examined whether, through the acquisition of the subsidiary, it acquires important
procedures and it specifically examined the extent of the services provided by the subsidiary. When the acquisition of
subsidiaries does not represent the acquisition of business activities, it is considered as the acquisition of a group of assets and
liabilities. The Company’s Management assessed the investment in the above subsidiary Company as the acquisition of an
asset or group of assets that do not constitute a business and do not fall under the definition of business combination, as the
subsidiary SUNWING S.A. as well as the company HELIOS PALACE S.A. do not have operational activities at the date of their
acquisition by the Group. In such cases, the acquirer ascertains and recognises the individual identifiable acquired assets and
the obligations undertaken. Therefore, this acquisition is outside the scope of IFRS 3 “Business Combinations”.
SUNWING S.A. as well as the subsidiary HELIOS PALACE S.A. have two hotel units, the 4-star hotel “Sunwing Kallithea Beach”
in Kallithea, Rhodes and the 4-star hotel “Sunwing Makrigialos & Ocean Beach Club” in Crete. These hotel complexes have
been leased and, as a result, these properties have been categorized as investment properties.
The total consideration of the investment in the above subsidiary, i.e. € 114.52 million (plus acquisition cost € 692 thousand),
was equal to the fair value of its net assets at their acquisition date. For the period from 20.12.2024 to 31.12.2024, the acquired
company contributed to the Group total net profit € 4.09 million, of which amount of € 3.95 million relates to profit from the
revaluation of the property at 31 December 2024. The total investment cost is analysed as follows:
Borrowed capital 55,507,243 Cash on hand (including acquisition cost) 42,209,245 Share capital increase 10,374,080 Sale of treasury shares 2,125,920 Consideration due 5,000,000 Total Investment Cost 115,216,488
This Company has been included in the Annual Financial Statements in accordance with the following.
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 83 to 108
The fair value of the assets and liabilities for both acquired companies is:
(amounts in € ) 19/12/2024 SUNWING S.A. (CONSOLIDATED FIGURES) Assets Non-current assets Investment property 110,441,624 Intangible assets 2,256 Other long-term receivables 55,790,339 Total non-current assets 166,234,279 Current assets Other short-term receivables 152,927 Cash and cash equivalents 3,370,912 Total current assets 3,523,839 Total Assets 169,758,118 Liabilities Non-current liabilities Borrowings 46,438,372 Other non-current liabilities 1,416,667 Total non-current liabilities 47,855,039 Current liabilities Trade payables 3,213 Current tax liabilities 338,068 Borrowings 6,785,694 Other current liabilities 258,286 Total current liabilities 7,378,835 Total Liabilities 55,233,874 Total Equity 114,524,244 Consideration 114,524,244 Expenses for acquisition of subsidiary 692,244 Total Investment Cost of Subsidiary 115,216,488 Source: Unaudited financial information
It is noted that on the Company's website (https://www.premia.gr) are posted the annual financial statements of the consolidated
unlisted subsidiaries of the Group.
6.8 Investments in joint ventures
The Group’s and the Company’s investments in joint ventures as at 31/12/2024 and 31/12/2023 are as follows:
Group 31.12.2024 31.12.2023 Opening Balance of the year 2,822,720 2,593,672 Acquisition cost of investment 4,133,284 - Share capital increase 8,938,500 102,400 Share of profit from investment in joint venture 11,730,709 126,648 Closing Balance for the year 27,625,213 2,822,720
Company 31.12.2024 31.12.2023 Opening Balance of the year 3,149,059 3,046,659 Transfer from investment in associates 412,500 - Acquisition cost of investment 4,133,284 - Share capital increase 6,138,500 102,400 Closing Balance for the year 13,833,343 3,149,059
In the year 2023, the Company had categorized its investment in P & E INVESTMENTS S.A. as an investment in associate. In
the year 2024, due to the signing of a shareholder agreement, the Company re-evaluated its investment and determined that it
henceforth meets the criteria for classification as an investment in joint venture.
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 84 to 108
Their analysis for the Group is as follows:
Cost Share of profit / of investment (loss) from Share capital Cost of investment Participation in joint venture investment in increase/ in joint venture Group percentage 31/12/2023 joint venture Participation 31/12/2024 IQ KARELLA 40% 2,822,720 12,386 175,165 3,010,270 P&E INVESTMENTS 25% - 12,092,242 5,963,335 18,055,577 NAVARINO VINEYARDS S.A. 50% - (429,349) 4,133,284 3,703,936 RENTI TO GO S.A. 32% - 55,430 2,800,000 2,855,430 Total investments 2,822,720 11,730,709 13,071,784 27,625,213
Cost Share of profit / of investment (loss) from Share capital Cost of investment Participation in joint venture investment in increase/ in joint venture Group percentage 31/12/2022 joint venture Participation 31/12/2023 IQ KARELLA SINGLE-MEMBER S.A. 40% 2,593,672 126,648 102,400 2,822,720 P&E INVESTMENTS S.A. 25% - (412,500) 412,500 - Total investments 2,593,672 (285,852) 514,900 2,822,720
Their analysis for the Company is as follows:
Cost Cost of participation of participation Participation in joint venture in joint venture Company percentage 31/12/2024 31/12/2023 IQ KARELLA SINGLE-MEMBER S.A. 40% 3,325,059 3,149,059 P&E INVESTMENTS S.A. 25% 6,375,000 412,500 NAVARINO VINEYARDS S.A. 50% 4,133,284 - Total investments 13,833,343 3,561,559
On 30.05.2024, was established the company RENTI TO GO S.A., in which the subsidiary PANDORA INVEST S.A. contributed
100% of the initial share capital, paying the amount € 100 thousand. On 03.12.2024, RENTI TO GO S.A. proceeded with a share
capital increase of total amount € 6.9 million, of which PANDORA INVEST S.A. paid the amount € 2.7 million and its participation
amounted to 40% in the share capital of the RENTI TO GO S.A., losing control of the subsidiary. The investment as at 31.12.2024
is classified as an investment in joint ventures for PANDORA INVEST S.A. On 3.12.2024, the company RENTI TO GO S.A.
through its 100% participation in TRIVILLAGE S.A. acquired the property VILLAGE CINEMAS AND MORE.
On 10.07.2024, the Company acquired 50% of the share capital of NAVARINO VINEYARDS S.A., which was a 100% subsidiary
of TEMES S.A., for total consideration € 4.13 million. Within the third quarter of 2024, the Company paid part of the total
consideration € 1.8 million, while the remaining consideration due € 2.33 million will be paid within the year 2025.
On 13.12.2024, the General Meeting of the shareholders of IQ Karela SINGLE-MEMBER S.A. decided to increase the share
capital by € 0.44 million, thus increasing the Company’s participation by € 0.18 million.
On 26.11.2024, the General Meeting of the shareholders of P & E INVESTMENTS S.A. decided to increase the share capital
and the share premium by € 1.48 million, in which the Company participated by 25%, thus increasing the Company’s participation
cost by € 0.37 million.
On 20.12.2024, the General Meeting of the shareholders of P & E INVESTMENTS S.A. decided to increase the share capital
and the share premium by € 22.37 million, in which the Company participated by 25%, thus increasing the Company's
participation cost by € 5.59 million.
There are no significant risks arising from investments in joint ventures, other than the recognition of the total share of losses
arising from the specific joint venture and the impairment of the investment in the Group.
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 85 to 108
Below are presented some key financial data of the joint ventures as at 31.12.2024:
Profit Company Cash Equity Profit net of tax Investment before and cash Total Assets before Liabilities attributable to property income equivalents controlling equity owners tax interests IQ Karela SINGLE-MEMBER S.A. 10,142,000 123,803 10,740,274 7,535,676 3,214,598 139,738 30,964 P & E INVESTMENTS 216,397,000 106,270,993 357,398,917 72,222,309 203,816,315 48,552,177 48,495,309 NAVARINO VINEYARDS S.A. 3,736,409 1,732,588 8,066,606 7,407,871 658,736 65,964 73,192 RENTI TO GO S.A. 16,500,000 2,176,923 19,392,257 8,923,217 10,469,040 2,170,179 1,943,917
6.9. Other long-term receivables
Group Company 31/12/2024 31/12/2023 31/12/2024 31/12/2023 Given guarantees 294,781 75,516 69,197 73,241 Long-term receivables from subsidiaries’ bond loans - - 17,174,259 5,340,817 Long-term receivables from subsidiaries’ financial agreements - - 541,901 - Total 294,781 75,516 17,785,358 5,414,059
The increase in other long-term receivables regarding the Group concerns the increase in guarantees from the addition of new
subsidiaries and the increase regarding the Company is due to a) the granting of bond loans to the subsidiaries PRIMALAFT
S.A. and PANDORA INVEST S.A. for construction works and the purchase of real estate respectively and b) the conclusion of
a financial agreement regarding the lease of fixed equipment to the subsidiary PRIMALAFT S.A.
The intra-group loans granted by the Company to its subsidiaries are long-term loans (maturing 2028 to 2044), with a fixed
interest rate of 5%, and the capital and interest are payable at the maturity of the loans. For these loans, there is no obligation
to register mortgages and pre-notices or to measure financial ratios.
6.10 Trade receivables
The trade receivables of the Group and the Company are analysed as follows:
Group Company 31/12/2024 31/12/2023 31/12/2024 31/12/2023 Customers 1,251,062 932,319 1,223,015 925,463 Cheques receivable 194,573 - 194,573 - Less: Impairment for doubtful receivables (89,381) - (89,381) - Trade receivables 1,356,255 932,319 1,328,207 925,463
The ageing analysis of trade receivables is as follows:
Group Company 31/12/2024 31/12/2023 31/12/2024 31/12/2023 Without delay 1,356,255 932,319 1,328,207 925,463 >181 days 89,381 - 89,381 - Less: Impairment of doubtful receivables (89,381) - (89,381) - Total 1,356,255 932,319 1,328,207 925,463
The movement of the impairment for doubtful receivables is as follows:
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 86 to 108
Group Company 31/12/2024 31/12/2023 31/12/2024 31/12/2023 Balance at beginning of the year - 30,756 - - Impairment for the period 89,381 (30,756) 89,381 - Balance at the end of the year 89,381 - 89,381 -
The Management of the Group and Company, evaluating the risks related to the collection of the above other (long-term and
short-term) receivables, has decided that there are no cases of formation of expected credit loss provision other than the one
already formed.
The fair value of the Group’s receivables after the impairment performed is considered to approximate their carrying amount, as
their collection is expected to take place within such a period of time that the effect of the time value of the money is considered
insignificant.
6.11 Other short-term receivables
The other short-term receivables of the Group and the Company are analysed as follows:
Group Company 31/12/2024 31/12/2023 31/12/2024 31/12/2023 Sundry debtors 9,534 38,937 583,545 552,523 Greek State 1,043,415 577,859 37,599 37,599 Advances 114,184 312,770 56,665 312,213 Loans and finance leases to subsidiaries - - 941,170 873,755 Deferred expenses 169,355 282,334 96,055 232,914 Accrued income 140,817 22,801 - - Total 1,477,305 1,234,700 1,715,034 2,009,003
The receivable from the Greek State relates mainly to a VAT receivable arising from the construction costs incurred in favour of
the investment properties.
The advances paid relate to advances to suppliers which were settled within the first quarter of 2025.
The loans to subsidiaries concern loans to the subsidiaries PRIMALAFT S.A. and PANDORA S.A. for construction works and
the purchase of new investment properties (note 6.9).
The above other short-term receivables are immediately due and represent their fair value as at 31.12.2024 and 31.12.2023
respectively.
6.12 Blocked deposits
The blocked deposits of the Group and the Company are as follows:
Group Company Blocked current deposits 31.12.2024 31.12.2023 31.12.2024 31.12.2023 Long-term blocked deposits 1,500,000 1,500,000 1,500,000 1,500,000 Short-term blocked deposits 6,563,320 5,807,756 780,714 1,896,359 Total 8,063,320 7,307,756 2,280,714 3,396,359
The Company maintains in a long-term blocked account amount € 1.5 million as its contractual obligation arising from the
issuance of the five-year negotiable bond loan of € 100 million with the lock-up of these deposits expiring at the maturity of the
loan agreement with the full repayment of the loan in January 2027. The short-term blocked deposits of the Group and the
Company concern contractual liabilities arising from loan agreements.
6.13 Cash and cash equivalents
The cash and cash equivalents of the Group and the Company are analysed as follows:
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 87 to 108
Group Company 31/12/2024 31/12/2023 31/12/2024 31/12/2023 Cash on hand 1,519 2,111 1,477 1,952 Time deposits 4,000,000 26,046,500 4,000,000 26,046,500 Current deposits 9,880,504 11,668,780 4,325,833 10,936,470 Total 13,882,023 37,717,391 8,327,310 36,984,921
The Group's Management considers that there is no significant exposure to credit risk.
The fair value of the Group's cash and cash equivalents is considered to approximate their carrying amount.
6.14 Share Capital
The share capital at 31.12.2023 amounted to € 43,563,581 divided into 87,127,162 ordinary registered voting shares, of nominal
value € 0.50 each and the Company held 1,225,341 treasury shares of total value € 1.52 million and acquisition price € 1.237/per
share.
On 22.07.2024, was completed the Company’s share capital increase amounting € 205,844 by issuing 411,688 new, common,
registered shares with nominal value € 0.50 each, with capitalization of incentive plan reserve in order to distribute these shares
free of charge to the beneficiaries of the Plan in accordance with article 114 of L. 4548/2018.
On 19.12.2024, the Company proceeded to the sale of 1,563,177 treasury shares at an issue price of € 1.36 per share (note
6.7.).
On 20.12.2024, was completed the Company’s share capital increase amounting € 3,814,000 by issuing 7,628,000 new,
common, registered shares with voting rights of nominal value € 0.50 each, with an issue price of € 1.36 per new share and the
abolition of the pre-emptive right of the existing shareholders in favour of a new shareholder. The difference between the nominal
value of the new shares and their issue price, i.e. € 6,560,080, was decided to be credited to the Company’s equity account
“Share premium” and was realized by offsetting an equal amount of the Company’s debt to the new shareholder for the
acquisition of SUNWING S.A. HELIOS PALACE S.A. (note 6.7).
During the current year were acquired 399,740 shares of total value equal to € 464,903.
On 31.12.2024, the share capital amounted to € 47,583,425, divided into 95,166,850 ordinary registered shares with voting
rights, of nominal value € 0.50 each and the Company held 61,904 treasury shares with total value € 0.08 million and with an
average price of € 1,277 per share, with a total value of € 79,073.
The Company’s share capital is fully paid up, therefore, there are no rights and/or obligation of third parties towards the Company
for the acquisition concerning approved share capital or commitments of the Company or decisions of its bodies to increase the
capital of the Company.
It is noted that its subsidiaries do not hold any treasury shares of the Company.
There are no shares of the Company that do not represent capital.
6.15 Share premium
The Share premium of the Group and the Company is analysed as follows:
Group Company 31/12/2024 31/12/2023 31/12/2024 31/12/2023 Difference from the issuance of shares above par 23,102,925 16,542,845 23,093,864 16,533,784 Share capital increase expenses (3,882,680) (3,869,093) (3,839,837) (3,826,653) 19,220,245 12,673,752 19,254,026 12,707,130
On 20.12.2024, was completed the Company’s share capital increase amounting € 3,814,000 by issuing 7,628,000 new,
common, registered shares with voting rights of nominal value € 0.50 each, with an issue price of € 1.36 per new share and the
abolition of the pre-emptive right of the existing shareholders in favour of a new shareholder. The difference between the nominal
value of the new shares and their issue price, i.e. € 6,560,080, was decided to be credited to the Company's equity account
“Share premium” and was realized by offsetting an equal amount of the Company’s debt to the new shareholder (note 6.7.).
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 88 to 108
The Share premium of the Company arose from the issuance of shares against cash deposits at a value higher to their par
value. Expenses related to the share capital increase of € 13 thousand were incurred, which appear on the Company’s equity
account “Difference from the issuance of shares above par”. The share premium is not available for distribution but can be
capitalized or offset with losses of the item “Retained earnings”.
6.16 Reserves
The reserves of the Group and the Company are analysed as follows:
Group Company 31/12/2024 31/12/2023 31/12/2024 31/12/2023 Legal reserve 3,301,235 2,990,110 2,982,166 2,707,277 Tax-free reserves 42,761,884 45,375,699 42,761,884 45,375,699 Tax-free reserves of merged companies 4,678,656 4,678,656 4,678,656 4,678,656 Special reserves 1,851,158 1,851,158 1,851,158 1,851,158 Stock incentive plan reserve 1,240,857 1,258,333 1,240,857 1,258,333 Other reserves 1,115,859 1,115,859 - - Total 54,949,648 57,269,813 53,514,720 55,871,123
Legal reserve
According to article 158 of L. 4548/2018, as in force, the Company is obliged to retain from its net accounting profits an amount
of 5% annually as legal reserve, until the total amount of the ordinary reserve reaches 1/3 of the paid-up share capital. The
statutory reserve cannot be distributed throughout the life of the Company; it is distributed only on the dissolution of the
Company, but may be set off against accumulated losses.
Upon resolution of the Ordinary General Meeting of the Company’s shareholders dated 31.05.2024, it was also decided to form
legal reserve of € 274,888 for the year 2023 from the “Retained earnings” item. Also, upon resolution of the Ordinary General
Meeting of the shareholders of the subsidiary JPA ATTICA SCHOOLS S.A. dated 22.07.2024, it was decided to form legal
reserve of € 36,237 for the year 2023 from the “Retained earnings” item.
Tax-free reserves
Upon the above resolution of the Ordinary General Meeting of the Company’s shareholders, it was decided dividend distribution
from the Tax-free Reserves amounting to € 2,613,815 and, as a consequence, the tax-free reserve amounts to € 42,761,884 at
31 December 2024. This tax-free reserve concerns the benefit from writing-off liabilities from the Company’s Resolution
Agreement. According to decision Ε2164/16-10-2020 of the AADE “The benefit from the write-off of liabilities pursuant to the
provisions of article 99 of the Bankruptcy Code is not taxable income at the time of their writing-off and should appear in a
special reserve. In the case of its distribution or capitalisation, the provisions of article 47 para. 1 of L. 4172/2013 shall not apply”.
Tax-free reserves of merged companies
Regarding the tax-free reserve of amount € 4,678,656 it is noted that this refers entirely to the profit transferred by the merged
company MESSINIAKA REAL ESTATE S.A. that arose in the year 2008 from the sale of property, under the concluded sale
and leaseback agreement with the company “Piraeus Leasing S.A.”. In accordance with the relevant tax law provisions, this
profit is exempt from income tax provided that it appears in a separate tax-free reserve account, but it is taxed in case of
distribution or dissolution of the company and due to the termination of the contract or substitution of the lessee by a new person,
in accordance with the applicable provisions. More specifically, this reserve, in case of its distribution or capitalization, is
considered tax profit for the tax year in which the distribution or capitalisation took place and is taxed, aggregated with the other
results (profit or loss) from business activity with the income tax return to be submitted for that tax year.
Incentive plans
The non-current incentive plan reserve concerns the establishment of a long-term incentive plan for members of the B. of D.,
staff and associates of the Company. The plan is in accordance with the provisions of L. 4548/2018 and L. 4706/2020. The main
objectives of the plan are to align the interests of the Company's Beneficiaries with the interests of the Shareholders and to
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 89 to 108
provide additional incentives in order to achieve the Company's long-term strategic, financial and operational objectives. For the
purpose of implementing the plan, the Company will use treasury shares which it will acquire in accordance with applicable law
or issue new shares by capitalizing undistributed profits or distributable reserves or difference from the share premium.
The Beneficiaries will establish their rights on the basis of a criterion (performance ratio). Performance measurement targets will
be assessed based on the Company’s Gross Asset Value and Net Asset Value in the years 2021-2023 and 2024-2026, as
analysed below.
Gross Asset Value “GAV” is defined as the gross value of the Company’s properties, investments, concession agreements and
cash and cash equivalents as of 31.12 of each year. Net Asset Value “NAV” is considered to be the net worth of the Company
as reflected in the Company’s financial statements as of 31.12 of each year.
a. Free Share Plan 2021-2023
The term of the Plan is defined as the period from the date of approval of the Plan and the Terms and Conditions of the Plan by
the General Meeting of shareholders at its meeting held on 10.12.2021 until 31 December 2023. Upon resolution of the Ordinary
General Meeting of the Company held on 02.06.2023, it was amended that the maximum number of shares to be disposed will
correspond to 0.7% of the Company’s share capital per year, while it will not exceed 1.8% of the share capital for the entire
duration of the plan.
b. Free Share Plan 2024-2026
Upon resolution of the Ordinary General Meeting of the Company’s shareholders held on 31.05.2024, a new three-year free
share plan was decided. The maximum number of shares to be disposed will correspond to 0.8% of the Company’s share capital
per year, while it will not exceed 2.3% of the share capital for the entire duration of the plan.
At 22.07.2024, was completed the Company’s share capital increase amounting € 205,844 through the issuance of 411,688
new, ordinary, registered shares of nominal value €0.50 each, with capitalization of a reserve of incentive plans for the year
2021, in order for these shares to be made available free of charge to the beneficiaries of the Plan in accordance with article
114 of L. 4548/2018. The difference between the issue price of the shares and the formed incentive plan reserve, amounting
€ 428 thousand, was recorded in the Equity item.
The plan’s value for the year 2022 amounted to € 606 thousand and for the year 2023 amounted to € 661 thousand and for the
year 2024 amounts to € 583 thousand.
The amount of the expense accounted for in the item “Personnel Fees and Expenses”, amounting to € 617 thousand for the
above plans in the current year, which has been recognised as a reserve in the Statement of Changes in Equity.
The value recognised in the stock incentive plan reserve equals to € 1,241 thousand as at 31.12.2024 (€ 606 thousand, for the
year 2022, € 441 thousand for the year 2023 and € 194 thousand for the year 2024) and value equals € 1,258 thousand as at
31.12.2023 (€ 634 thousand for the year 2021, € 404 thousand for the year 2022 and € 220 thousand for the year 2023).
On 31.12.2024, the beneficiaries had established voting rights for 1,584,524 shares (566,355 shares for the plan for the year
2022, 560,169 shares for the plan for the year 2023 and 458,000 shares for the plan for the year 2024). Unreceived options as
at 31.12.2024 amounted to € 220 thousand for the year 2023 and € 389 thousand for the year 2024.
6.17 Retained earnings
Retained earnings are analysed in the table below:
Group Company 31/12/2024 31/12/2023 31/12/2024 31/12/2023 Balance at beginning of the year 35,229,253 32,140,795 24,412,771 11,479,632 Net profit for the year 40,667,579 7,246,015 14,593,538 5,497,765 Other comprehensive income for the year (1,936) (3,414) (1,936) (3,414) Merger of subsidiaries (4,320,556) - 4,581,219 Merger of subsidiaries – results for the period 01.01. – 31.07.2023 - - 2,817,942 Transfer from Stock incentive plan reserve 428,156 416,398 428,156 416,398 Result from sale of treasury shares 224,690 - 224,690 - Change in participation percentage in subsidiary 244,273 - - Transfer to legal reserve (311,125) (494,258) (274,888) (376,771) Υπόλοιπο στη λήξη της χρήσης 76,236,617 35,229,253 39,382,331 24,412,771
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 90 to 108
The change in retained earnings for the year 2023, in the Company amounting € 4.58 million and € 2.82 million is due to the
merger of its subsidiaries on 31.07.2023.
6.18 Non-controlling interests
Non-controlling interests of the Group amount at 31.12.2024 to € 0.23 million against 0.03 million at 31.12.2023 and derive from
the company EMEL S.A. and PANDORA INVEST S.A. and represent respectively 0.38% and 20% of its equity.
Their analysis in the Statement of Financial Position has as follows:
Non-Minority controlling Company interest Equity interests EMEL S.A. 0.38% 2,759,876 10,488 PANDORA S.A. 20% (161,696) (32,339) PANFIN S.A. (indirect participation) 20% 1,284,344 251,869 PANRISE S.A. (indirect participation) 20% 98,543 (291) Total 3,981,067 229,726
Their analysis in the Statement of Comprehensive Income has as follows:
Non-Minority Profit/(loss) controlling Company interest net of tax interests EMEL S.A. 0.38% 88,147 335 PANDORA S.A. 20% (248,786) (49,757) PANFIN S.A. (indirect participation) 20% 1,259,344 251,869 PANRISE S.A. (indirect participation) 20% (1,457) (291) Total 1,097,248 202,155
6.19 Borrowings
The Group's loans are floating rate loans with the exception of the €100 million common bond loan, and part of the loans under
the Recovery and Resilience Facility ("RRF"), which has a fixed interest rate. Consequently, the Group is exposed to fluctuations
in interest rates prevailing in the market, which affect its financial position and its cash flows. Borrowing costs may increase or
decrease as a result of such fluctuations.
The loans are analysed as below based on the repayment period. The amounts, that are payable within one year from the date
of the financial statements, are classified as short-term while the amounts, that are payable at a subsequent stage, are classified
as long-term.
Group 31/12/2024 31/12/2023 Current Non-current Current Non-current liabilities liabilities liabilities liabilities Bond loans 12,430,133 288,980,043 4,551,020 186,268,361 Grants related to loans 432,459 7,048,944 144,949 2,864,530 Total loans 12,862,592 296,028,987 4,695,969 189,132,891 Company 31/12/2024 31/12/2023 Current Non-current Current Non-current liabilities liabilities liabilities liabilities Bond loans 3,624,940 229,221,751 2,515,167 131,097,876 Grants related to loans 51,379 483,665 40,740 537,748 Total loans 3,676,319 229,705,416 2,555,907 131,635,624
The change in Loan Liabilities is as follows:
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 91 to 108
The maturity of long-term and short-term loans is as follows:
Group Company Amounts in Euro 31/12/2024 31/12/2023 31/12/2024 31/12/2023 Within 1 year 12,862,592 4,695,969 3,676,319 2,555,907 Between 2 and 5 years 186,633,306 115,703,244 146,783,826 121,703,105 Over 5 years 109,395,682 73,429,649 82,921,590 9,932,519 Total 308,891,580 193,828,860 233,381,735 134,191,531
The Group's and the Company's short-term borrowings include at 31.12.2024 amount € 2.39 million and amount € 1.64 million
respectively, which relate to accrued interest on bond loans, compared to amount € 1.76 million and € 1.75 million for the Group
and the Company respectively at 31.12.2023.
The intragroup loan granted to the Company by a subsidiary is a long-term loan (maturing in 2035), with a fixed interest rate of
3.5%, with principal and interest payable at loan maturity. For this loan, there is no obligation to register mortgages, pre-notices
or measure financial ratios.
On 31.08.2023 the Company signed with Alpha Bank a bond loan of € 3.98 million with a duration of 11 years under the Recovery
and Resilience Facility (“RRF”) in order to reconstruct its property in Xanthi and to refinance the above open current account. In
the year 2023 was disbursed amount of € 2.7 million and in the current year amount € 1.3 million. On 16.12.2024 the Company
signed with Alpha Bank an amendment of the existing loan to the extent that it is not subsidized by the RRF, which concerns
the reduction of the interest rate. The company assessed the impact of the amendment and continues to recognise the existing
loan under the amended term.
On 27.09.2023, the subsidiary PRIMALAFT S.A. signed with the National Bank of Greece a 20-year bond loan of
€ 40.6 million under the Recovery and Resilience Facility (“RRF”) in order to a) refinance an open mutual account and b)
reconstruct its property. An amount of € 23.4 million was disbursed in the current year. In the year 2023 was disbursed amount
€ 23.4 million and within the current year amount € 16.9 million.
On 05.04.2024 the subsidiary PANFIN S.A. signed with Piraeus Bank a bond loan of € 7.1 million, with a maturity of 5 years,
aiming at: a) the repayment of an intragroup loan to the parent Company PANDORA S.A. b) general business purposes and
c) the purchase of properties. In the current year was disbursed amount € 2.8 million.
At 30.08.2024, the Company signed with Piraeus Bank a bond loan of amount up to € 16 million, with a maturity of 5 years, for
the purpose of refinancing a) existing bond loans and b) an existing finance lease. During the second half of the year, the entire
loan was disbursed.
At 13.09.2024, the subsidiary PREMIA MAROUSI S.A. signed with Piraeus Bank an amendment to an existing bond loan
concerning an interest rate reduction. The company assessed the impact of the amendment and continues to recognise the
existing loan under the amended term.
On 25.09.2024, the Company signed with Alpha Bank a Credit Agreement with an Open Mutual Account of € 2.3 million with a
duration of 9 months for the partial reconstruction of an existing building in Pikermi. This Agreement will be repaid from a loan
agreement to be signed under the Recovery and Resilience Facility until 25.06.2025. In the current year, amount € 0.80 million
was disbursed.
On 30.10.2024, the subsidiary SUNWING S.A. signed a 15-year bond loan with the National Bank of Greece under the Recovery
and Resilience Facility, with a maturity of 15 years, amounting € 7.36 million. In the current year, amount of € 6 million was
disbursed with a corresponding repayment of a Mutual Account Agreement for the reconstruction of the Sunwing Kalithea Beach
hotel unit.
Group Company 31/12/2024 31/12/2023 31/12/2024 31/12/2023 Loan Liabilities at beginning of period 193,828,860 170,684,963 134,191,531 106,763,144 Loan Liabilities of Subsidiaries - - 11,397,431 Cash inflows (Loans) 98,179,281 62,246,960 54,406,694 19,174,045 Cash outflows (Loans) (36,147,981) (38,493,327) (33,427,787) (3,206,146) Loan liabilities of subsidiaries acquired in the year 53,224,066 - - - Loans from subsidiaries 77,907,243 - Loan expenses (581,100) (753,623) (277,200) (429,345) Other non-cash changes 388,452 143,887 581,254 492,402 Loan Liabilities at end of the period 308,891,580 193,828,860 233,381,735 134,191,531
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 92 to 108
On 30.10.2024, the subsidiary HELIOS PALACE S.A. signed with the National Bank of Greece a 15-year bond loan of € 4.48
million under the Recovery and Resilience Facility for the reconstruction of the Sunwing Makrigialos Beach hotel unit. In the
current year, there was no loan disbursement.
On 11.11.2024, the company signed with Eurobank a modification of the existing bond loan of an amount up to € 50 million,
which concerns a reduction of the interest rate. The company has assessed the effect of the amendment and continues to
recognise the existing loan under the amended term. In addition, on 10.12.2024, an amount of € 13.9 million was disbursed.
On 21.11.2024, the subsidiary PANDORA INVEST S.A. signed with the related VIA FUTURA AB a bond loan of € 1.7 million
with a maturity date on 21.11.2034, in order to finance the participation of PANDORA INVEST S.A. in the share capital increase
of RENTI TO GO S.A.
On 17.12.2024, the Company signed a Credit Agreement with National Bank of Greece with an Open Mutual Account of € 22.4
million for the purchase of shares of SUNWING S.A., which was repaid on 24.12.2024. The repayment was financed by an
intragroup loan of the Company from SUNWING S.A., for a total amount of € 77.9 million.
On 23.12.2024, the subsidiary SUNWING S.A. signed a 12-year bond loan of € 49.34 million with the National Bank of Greece
for the purpose of a) refinancing existing borrowings and b) financing the permitted loan distribution. During the current year, an
amount of € 16.35 million was disbursed.
On 23.12.2024, the subsidiary HELIOS PALACE S.A. signed a a 12-year bond loan of € 16.7 million with the National Bank of
Greece for the purpose of a) refinancing existing borrowings and b) financing the permitted loan distribution. During the current
year, an amount of € 6.05 million was disbursed.
On 30.12.2024, the Company signed with Alpha Bank a Credit Agreement with an Open Mutual Account of € 15 million with a
duration of 18 months for the purpose of covering general business purposes of the Company. During the current year, there
was no loan disbursement.
Against the Group’s and the Company’s loan liabilities have been registered mortgages and pre-notices on the investment
property amounting € 246.06 million.
During the second half of the year 2024, the Group proceeded with the signing of amendments to three loan agreements, of
total nominal value € 54.4 million, with the only modification being the reduction of the margin for the increase of the 3-month
Euribor interest rate by 30 and 40 basis points. From the amendment arose net profit of € 967 thousand for the Group and
amount € 458 thousand for the Company, which is disclosed in the finance expenses/income item (note 6.33).
Under the terms of the Group's loan agreements, the Group must comply with, among other, certain financial ratios. During the
years ended 31 December 2024 and at 31 December 2023, the Group complied with this obligation. The financial ratios include,
among other:
a) Financial Charge Coverage Ratio (future and historical): the ratio of total rents of the mortgaged properties less the
proportional ENFIA and/or premiums, insurance premiums to the interest payable on the loan plus the current principal paid
b) Adjusted Total Borrowings to Adjusted Assets Ratio
c) Interest coverage ratio: adjusted earnings before interest, tax, depreciation and amortization (EBITDA) to net finance
expenses (excluding PPP profit and expenses)
d) Freely eligible properties to Loan outstanding principal Ratio
e) Property Insurance Coverage Ratio: total nominal value of outstanding bonds to the fair value of investment properties
The above measured financial ratios refer to loan liabilities of € 303.17 million for the Group and € 150.43 million for the Company
as at 31 December 2024.
It is noted that in 2024 the Group sent requests for derogation regarding financial ratios relating to five bond loans, in accordance
with the provisions of the relevant loan agreements, which were accepted by the competent financial institutions. The waiver
letters mainly concern a) the imminent change of the terms of assumed loan agreements of new subsidiaries and b) the
extension of measurement of financial ratios of construction loans, whose financial ratios are fully satisfied as at 31.12.2025.
For the year ended 31 December 2023, no such cases occurred.
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 93 to 108
The Group and the Company have proceeded with the measurement of future financial ratios in accordance with the terms of
the loan agreements for the next 12 months. The Group has no indication that it will face any difficulty in complying with the
financial ratios at 30 June 2025 and 31 December 2025.
The Group is not exposed to foreign currency risk in relation to its loans as the loans are in Euro.
6.20 Lease liabilities
The lease liabilities of the Group and the Company are analysed as follows:
Group Company Investment Investment Building property Building property leases Leases Total leases Leases Total Balance at 1.1.2024 5,773,156 901,968 6,675,124 5,773,156 901,968 6,675,124 Interest charge for the year 219,072 51,131 270,203 219,072 51,131 270,203 Payments for the year (4,584,825) (162,600) (4,747,425) (4,584,825) (162,600) (4,747,425) Balance at 31.12.2024 1,407,404 790,498 2,197,902 1,407,404 790,498 2,197,902 The balance is broken down to: Non-current Lease liability 1,381,746 668,203 2,049,949 1,381,746 668,203 2,049,949 Current Lease liability 25,658 122,295 147,952 25,658 122,295 147,952 Total 1,407,404 790,498 2,197,902 1,407,404 790,498 2,197,902 Balance at 1.1.2023 5,942,746 1,001,152 6,943,898 - 1,001,152 1,001,152 Additions from mergers - - - 5,904,958 - 5,904,958 Interest charge for the year 270,844 57,416 328,260 114,343 57,416 171,759 Payments for the year (440,434) (156,600) (597,034) (246,144) (156,600) (402,744) Balance at 31.12.2023 5,773,156 901,968 6,675,124 5,773,156 901,968 6,675,124 The balance is broken down to: Non-current Lease liability 4,873,677 790,498 5,664,175 4,873,677 790,498 5,664,175 Current Lease liability 899,479 111,469 1,010,949 899,479 111,469 1,010,949 total 5,773,156 901,968 6,675,124 5,773,156 901,968 6,675,124
The lease expiry is as follows:
Group Company 31/12/2024 31/12/2023 31/12/2024 31/12/2023 Lease liabilities - minimum leases Within 1 year 215,050 1,412,110 215,050 1,412,110 Between 2 and 5 years 880,194 2,489,957 880,194 2,489,957 Over 5 years 2,010,518 5,084,495 2,010,518 5,084,495 Total 3,105,762 8,986,563 3,105,762 8,986,563 Less: Future finance lease charges (907,860) (2,311,439) (907,860) (2,311,439) Present value of lease liabilities 2,197,902 6,675,124 2,197,902 6,675,124 The Net value of lease liabilities is as follows: Within 1 year 147,952 1,010,949 147,952 1,010,949 Between 2 and 5 years 654,161 1,516,183 654,161 1,516,183 Over 5 years 1,395,789 4,147,992 1,395,789 4,147,992 Total 2,197,902 6,675,124 2,197,902 6,675,124
The lease of investment property concerns:
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 94 to 108
The absorbed by the Company subsidiary VALOR which has signed a long-term lease agreement with the Church of Greece
for a property located in Thessaloniki, which after being renovated operates as a student residence.
On 07.02.2024 the Company proceeded to early termination of the finance lease by acquiring the ownership of the property
located at 2, A' Parodos Dimotikou Stadiou, Katerini with repayment of the remaining liability of € 0.68 million.
On 10.10.2024 the Company proceeded to an early termination of the lease by acquiring the ownership of the property located
at the 7th km of the Kalamata - Tripoli National Road with repayment of the remaining liability of € 3.5 million.
6.21 Employee benefit obligations
Employee retirement benefit obligations:
Group/Company 31/12/2024 31/12/2023 Employee retirement benefit obligations 63,041 47,880 Total 63,041 47,880
The movement in the net liability as recognised in the statement of financial position is as follows:
Group/Company 1/1/-31/12/2024 1/1/-31/12/2023 Changes in net liability Net liability at beginning of the year 47,880 29,261 Total amount recognised in other comprehensive income 1,936 3,414 Benefits paid by the employer (70,000) - Total cost recognised in the statement of comprehensive income 83,225 15,205 Net liability at end of the year 63,041 47,880
The actuarial assumptions used are as follows:
Actuarial Assumptions at end of the year 1/1/-31/12/2024 1/1/-31/12/2023 Discount rate 3.44% 3.76% Inflation 1.80% 2.10% Future salary increases 3.80% 4.10% Duration of obligations 4.53 4.01 Sensitivity analysis of results Change Increase Decrease Discount rate +0.5% (1,331) - 2.11% Discount rate -0.5% 1,417 2.25% - Future salary increases +0.5% 1,405 2.23% - Future salary increases +0.5% (1,332) - 2.11%
The accounting disclosures of the company's liabilities arising from the compensation payments under L. 4093/2012 were
determined with the use of an actuarial study in accordance with IAS 19 regarding active employees in December 2024.
6.22 Provisions
The provisions of the Group and the Company are analysed as follows:
Group Company 31/12/2024 31/12/2023 31/12/2024 31/12/2023 Other provisions 248,530 403,456 248,530 303,456 Total 248,530 403,456 248,530 303,456
The movement in provisions is as follows:
Group Company Opening balance 1/1/2023 803,456 703,456 Reversal of provisions (400,000) (400,000) Balance at 31/12/2023 403,456 303,456 Opening balance 1/1/2024 403,456 303,456 Reversal of provisions (154,926) (54,926) Balance at 31/12/2024 248,530 248,530
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 95 to 108
Other provisions mainly relate to expenses that have been assessed by the Municipality of Oreokastro against the Company in
respect of municipal fees and surcharges in relation to a specific investment property and are expected to be settled in the first
half of 2025. The decrease is mainly due to unrealised expenses.
6.23 Other non-current liabilities
The Other non-current liabilities of the Group and the Company are analysed as follows:
Group Company 31/12/2024 31/12/2023 31/12/2024 31/12/2023 Rental guarantees 3,875,161 2,886,095 2,211,613 2,669,109 Other non-current liabilities 5,000,000 - 5,000,000 - Total 8,875,161 2,886,095 7,211,613 2,669,109
The increase in other non-current liabilities concerns long-term debt for the acquisition of investment in the Company SUNWING
S.A. (Note 6.7), which will be repaid within 18 months at interest rate 5%. The increase in rental guarantees is due to the addition
of a new subsidiary.
6.24 Trade payables
The trade payables of the Group and the Company are analysed as follows:
Group Company 31/12/2024 31/12/2023 31/12/2024 31/12/2023 Suppliers 1,199,585 522,731 503,083 170,728 Advances to customers 101,381 1,084 1,381 1,084 Total 1,300,965 523,815 504,463 171,812
Trade and other payables are of short-term duration, expire on average within three months from the date of the statement of
financial position and are not subject to interest. Their fair value approximates their carrying amount.
6.25 Current tax liabilities / tax
On 5.4.2022, the Company received a license as a Real Estate Investment Company Société Anonyme (“REIC”) from the
Hellenic Capital Market Commission. The Extraordinary General Meeting of the Company held on 4.5.2022 approved the
conversion of the Company into a REIC and the corresponding amendments to its articles of association, with the name of the
company being changed to "PREMIA REAL ESTATE INVESTMENT COMPANY SOCIETE ANONYME".
The parent Company and its subsidiaries are taxed as “REIC” in accordance with article 31 of L. 2778/1999 in a special manner,
as replaced by article 53 of L. 4646/2019, with a tax rate equal to 10% of the current rate of the intervention of the European
Central Bank plus 1 percentage point on the average of its six-monthly investments plus cash and cash equivalents at current
prices.
The subsidiary SUNWING S.A. as well as its subsidiary HELIOS PALACE S.A., which were acquired by the Group on
19.12.2024, are taxed from the date of commencement of their financial year, namely 01.10.2024 to 19.12.2024 with the general
income tax provisions of l. 4172/2013.
The tax liability of the Company (and its subsidiaries in Greece) is calculated on the basis of its investments plus its cash and
cash equivalents and not on the basis of its profits, so no temporary differences arise and therefore no corresponding deferred
tax liabilities and/or assets are created.
The movement of the account is analysed as follows:
Group Company 31/12/2024 31/12/2023 31/12/2024 31/12/2023 Current income tax - beginning of year 788,224 345,871 508,555 146,891 Plus: Tax on year’s investments 1,953,804 1,446,431 1,228,207 810,080 Plus: Income tax of a new subsidiary 339,208 - - - Less: Income tax paid - (48,334) - - Less: Tax on Investments paid (1,783,333) (955,743) (1,149,777) (448,416) Current income tax - end of year 1,297,903 788,224 586,985 508,555
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 96 to 108
Unaudited tax years
The tax returns for the years 2019-2023 of the Company and all the subsidiaries including also the subsidiaries acquired within
2024 except VALOR P.C. have been audited by the tax authorities by the statutory auditor elected under L. 4548/2018, in
accordance with article 82 of L. 2238/1994 and article 65A of L. 4174/2013 and the relevant tax compliance certificates did not
include any qualifications. The tax return of the year 2022 of VALOR P.C. has been audited by the statutory auditor elected in
accordance with article 82 of L. 2238/1994 and article 65A of L.4174/2013 and the relevant tax compliance report did not include
any qualifications. The tax returns of the years 2019-2023 of the Company and its subsidiaries have not been audited by the
Greek tax authority and therefore the tax liabilities for these years have not become final. However, it is estimated by the
Company's Management that the results from a future audit by the tax authorities, if eventually carried out, will not have
significant impact on the financial position of the Companies. Until the date of approval of the Annual Financial Statements, the
tax audit of the above companies by the statutory auditor for the year 2024 has not been completed, and no significant tax
liabilities are expected to arise beyond those recorded and reflected in the financial statements. The subsidiaries ZONAS S.A.
(merged by the Company) and TOP REALTY (merged with the Company) have received mandate of tax audit ZONAS for the
years 2021-2022 and TOP REALTY for the years 2020 – 2021. The audit is in progress. On 24.07.2024 was completed the tax
audit of the subsidiary INVESTMENT COMPANY ASPROPYRGOS 1 S.A. (merged with the Company) from which no tax
liabilities arose.
According to POL. 1006/05.01.2016, the enterprises for which a tax certificate is issued without qualifications for tax law
violations are not exempt from the statutory tax audit by the competent tax authorities. Therefore, the tax authorities may return
and perform their own tax audit. However, it is estimated by the Companies’ Management that the results of such future audits
by the tax authorities, if ultimately carried out, will not have a material impact on their financial position.
6.26 Other short-term liabilities
The Other short-term liabilities of the Group and the Company are analysed as follows:
Group Company 31/12/2024 31/12/2023 31/12/2024 31/12/2023 Other Taxes-duties 773,246 612,176 139,384 263,889 Social security organisations 51,465 50,325 51,465 50,325 Accrued expenses 507,541 2,921,505 419,302 314,077 Sundry creditors 2,584,571 160,857 3,004,045 580,627 Total 3,916,823 3,744,863 3,614,196 1,208,918
The increase in the Company’s sundry creditors mainly concerns consideration due amounting € 2,33 million from the investment
in the company NAVARINO VINEYARDS S.A. which will be repaid within 2025.
At the end of the current year, there are no outstanding tax liabilities for the Group and the Company. Their fair values are
approximately the same as their carrying amounts. The increase in the Company’s sundry creditors concerns mainly short-term
debt from the investment in the related company NAVARINO VINEYARDS S.A.
6.27 Investment property lease income
The Investment property lease income of the Group and the Company is analysed as follows:
Group Company 01/01/2024- 01/01/2023- 01/01/2024- 01/01/2023-31/12/2024 31/12/2023 31/12/2024 31/12/2023 Investment property lease income 18,864,743 15,361,894 14,353,993 10,359,754 Total 18,864,743 15,361,894 14,353,993 10,359,754
In the above lease income of the Group and the Company, are included amount € 0.43 million and amount € 0.08 million,
respectively, regarding lease incentives under certain lease agreements.
The lease period for which the Group and the Company lease its investment properties through operating leases is of duration
of one to eighteen years and is governed by the relevant commercial lease legislation.
The future receivable rents of investment properties under lease agreements, not including future revaluations, are as follows:
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 97 to 108
Group Company 01/01/2024-01/01/2023-01/01/2024-01/01/2023-31/12/2024 31/12/2023 31/12/2024 31/12/2023 Within 1 year 29,568,181 14,485,896 14,912,687 13,215,900 Between 2 and 5 years 192,778,723 45,594,447 50,518,574 40,514,463 Over 5 years 159,448,916 41,283,127 36,396,041 30,611,681 Total 381,795,820 101,363,470 101,827,302 84,342,044
The change is due to the addition of new properties by the Company and the acquisition of new subsidiaries by the Group
(Note 6.1).
6.28 Income from provision of services
The Income from provision of services of the Group and the Company is analysed as follows:
Group Company 01/01/2024-01/01/2023-01/01/2024-01/01/2023-31/12/2024 31/12/2023 31/12/2024 31/12/2023 Income from provision of services 27,446 6,992 165,446 297,944 Income from provision of services of the subsidiary JPA 2,641,415 2,768,617 - - Income for reinvoicing of common charges 819,976 855,009 496,727 484,051 Total 3,488,838 3,630,619 662,173 781,995
The Income from provision of services concern the provision of PPP management services of the subsidiary JPA ATTICA
SCHOOLS S.A.
Income from reinvoicing concerns expenses made by the Group for account of its employees and are then invoiced to them.
6.29 Expenses related to investment property
The Expenses related to investment property of the Group and the Company are as follows:
Group Company 01/01/2024-01/01/2023-01/01/2024-01/01/2023-31/12/2024 31/12/2023 31/12/2024 31/12/2023 Third party fees and expenses 3,563,510 3,028,910 968,167 607,879 Insurance premiums 337,153 300,548 157,444 109,315 Real estate property tax (ENFIA) and other taxes 1,051,847 973,304 653,527 539,769 Expenses from Common charges 774,317 833,941 476,035 466,934 Sundry expenses 317,463 119,757 317,463 119,757 Total 6,044,290 5,256,461 2,572,637 1,843,654
The increase in expenses compared to the previous year is mainly due to the increase in the number of the Group's investment
properties.
6.30 Personnel fees and expenses
The Group The Company 01/01/2024-01/01/2023-01/01/2024-01/01/2023-31/12/2024 31/12/2023 31/12/2024 31/12/2023 Salaried 17 17 17 17 Total Employees 17 17 17 17
The Group The Company 01/01/2024-01/01/2023-01/01/2024-01/01/2023-Employee benefits 31/12/2024 31/12/2023 31/12/2024 31/12/2023 Salaries and wages 1,585,014 1,510,952 1,585,014 1,510,952 Employer’s contributions 220,243 218,581 220,243 218,581 Termination/Dismissal pay 63,221 - 63,221 - Provisions for employee retirement 20,004 15,205 20,004 15,205 Cost of incentive plan to shares 616,524 633,667 616,524 633,667 Other benefits 56,202 34,628 56,202 34,628 Total 2,561,208 2,413,034 2,561,208 2,413,034 Less: Transfer to works in progress (Note 6.1) (38,984) (226,885) (38,984) (226,885) Total 2,522,224 2,186,149 2,522,224 2,186,149
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 98 to 108
6.31 Other operating expenses
The Other operating expenses of the Group and the Company are analysed as follows:
Group Company 01/01/2024-01/01/2023-01/01/2024-01/01/2023-31/12/2024 31/12/2023 31/12/2024 31/12/2023 Fees to Collaborators - Consultants 768,517 581,693 593,574 562,290 Third-party services 132,363 154,142 96,114 107,893 Taxes-duties 228,518 140,131 89,122 92,226 Promotion and advertising expenses 258,155 221,179 258,155 221,179 Sundry expenses 329,677 337,225 398,969 265,710 Total 1,717,229 1,434,370 1,435,934 1,249,298
6.32 Other income
The Other income of the Group and the Company are analysed as follows: Group Company 01/01/2024-01/01/2023-01/01/2024-01/01/2023-31/12/2024 31/12/2023 31/12/2024 31/12/2023 Income from prior years’ provisions (Note 6.22) 154,926 430,756 54,926 400,000 Income from penalty clauses 265,752 - 265,752 - Sundry income 125,387 46,644 31,262 19,290 Total 546,065 477,399 351,940 419,290
Income from penalty clauses relates to income from delayed transfer of property in execution of a preliminary agreement.
6.33 Finance expenses / income
The finance expenses of the Group and the Company are analysed as follows:
Group Company 01/01/2024-01/01/2023-01/01/2024-01/01/2023-31/12/2024 31/12/2023 31/12/2024 31/12/2023 Interest on Bank loans 10,561,689 7,859,354 6,116,601 4,854,934 Interest on Leases 270,203 331,752 270,203 175,252 Other bank expenses/income & financing charges (618,666) 96,136 (158,681) 45,310 Total 10,213,226 8,287,242 6,228,123 5,075,496 Less: Transfer to works in progress (Note 6.1) (1,220,963) (620,682) (115,430) (161,979) Total 8,992,263 7,666,560 6,112,693 4,913,517
The Company made amendments to the bond loan agreements regarding the reduction of the margin. From the amendment
arose net profit of amount € 967 thousand for the Group and amount € 458 thousand for the Company. The finance income of
the Group and the Company are analysed as follows:
Group Company 01/01/2024-01/01/2023-01/01/2024-01/01/2023-31/12/2024 31/12/2023 31/12/2024 31/12/2023 Interest income 691,368 486,447 1,338,959 673,441 Interest income from concession agreement (Note 6.2) 2,081,555 2,379,111 - - Total 2,772,923 2,865,558 1,338,959 673,441
The finance expenses of the Group amounted to € 8.99 million, as against € 7.67 million in the year 2023, presenting an increase
of € 1.32 million. The increase is mainly due to the increase in borrowings in conjunction with the increase in the reference rate
(Euribor) until the first Semester of 2024.
The finance income of the Group amounted to € 2.77 million, as against € 2.87 million in the year 2023, and mainly concerns
the subsidiary JPA ATTICA SCHOOLS S.A. as well as interest on time deposits.
At 31.12.2024, the weighted average borrowing cost of the Group amounted to 3.878%, incorporating an increased Euribor of
2.853%. At 31.12.2023, the weighted average borrowing cost of the Group amounted to 4.3%, incorporating an increased
Euribor of 3.923%.
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 99 to 108
6.34 Earnings per share
Earnings per share are calculated by dividing the profit attributable to equity holders of the Group by the weighted average
number of ordinary shares in issue during the year, except the Company’s treasury shares (note 6.13).
Group 31/12/2024 31/12/2023 Earnings per share attributable to owners of the parent 40,667,579 7,246,015 Weighted average number of shares 86,198,841 85,981,647 Basic earnings per share in Euro 0.4718 0.0843
It is also noted that there is an outstanding liability for the issuance of new shares (employee share plan see Note 6.16) and,
therefore, the conditions for the calculation and presentation of the diluted earnings per share ratio are met.
The Group 31/12/2024 31/12/2023 Earnings per share attributable to owners of the parent 40,667,579 7,246,015 Weighted average number of shares 87,561,846 87,021,078 Basic earnings per share in Euro 0.4644 0.0833
6.35 Transactions with related parties
Intragroup transactions and intragroup balances of the Company with its subsidiaries and related companies are as follows:
Company 31.12.2024 01.01.2024-31.12.2024 Subsidiaries Receivables Payables Income Expenses JPA ATTICA SCHOOLS S.A. 255,440 - 103,000 - SUNWING S.A. - 77,990,560 - 83,317 PANDORA INVEST S.A. 4,857,126 - 206,543 - PRIMALAFT S.A. 14,118,868 580,320 496,611 - Total 19,231,435 78,570,880 806,154 83,317
31.12.2023 01.01.2023-31.12.2023 Subsidiaries Receivables Payables Income Expenses JPA ATTICA SCHOOLS S.A. 306,280 - 247,000 - ARVEN S.A. 5,442 - - - PANDORA INVEST S.A. 1,509,693 - 22,163 - PRIMALAFT S.A. 4,940,821 580,320 212,445 - Total 6,762,236 580,320 481,608 -
Group Company 31/12/2024 01/01/2024-31/12/2024 31/12/2024 01/01/2024-31/12/2024 Related Receivables Payables Income Expenses Receivables Payables Income Expenses VIA FUTURA S.A. 373,331 644,119 31,080 1,219,009 373,331 342,606 31,080 565,466 VIA FUTURA A.Β - 1,708,264 - - - - - - BOUTARI WINERIES S.A. - - 953,541 401,954 - - 953,541 401,954 IOLI SPRING SINGLE-MEMBER S.A. - - 279,179 17,581 - - 279,179 16,760 NAVARINO VINEYARDS A.E. - 2,325,000 - - - 2,325,000 - - ENGINEERIA S.A. - 8,110 31,126 105,742 - 8,110 31,126 105,742 NOE S.A. 24,719 - 444,644 - 24,719 - 444,644 - GO PARK S.A. 53,706 - - - Stenhus Fastigheter i Norden AB - - 19,846 - - - 19,846 - STERNER STENHUS GREECE AB - - 2,500 - - 2,500 NLTG - 5,000,000 - - - 5,000,000 - - Total 398,050 9,685,493 1,813,123 1,746,785 398,050 7,675,716 1,759,417 1,092,421 31/12/2023 01/01/2023-31/12/2023 31/12/2023 01/01/2023-31/12/2023 Related Receivables Payables Income Expenses Receivables Payables Income Expenses VIA FUTURA S.A. 766,125 33,994 24,000 981,580 758,375 - 24,000 549,088 IOLI SPRING SINGLE-MEMBER S.A. 5,475 17,549 151,250 15,975 5,475 17,549 151,250 15,732 ENGINEERIA S.A. - 9,004 40,082 104,022 - 9,004 40,082 104,022 NOE S.A. 1,000,000 - 20,208 221,459 1,000,000 - 20,208 221,459 BOUTARI WINERIES S.A. - - 756,010 6,496 - - 756,010 6,496 Total 1,771,600 60,546 991,550 1,329,532 1,763,850 26,552 991,550 896,797
In addition, the following transactions have also been carried out:
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 100 to 108
1. With the related company VIA FUTURA S.A., construction works of real estate have been made of amount of € 3,749,258,
included in the item Investment property.
2. With the subsidiary PRIMALAFT SA a financing contract for equipment has been concluded for the amount € 602,004, which
is included in the investment property item.
3. With the related company NOE S.A., purchases of properties - construction works of properties amounting to € 9,184,000
have been carried out and are included in the investment properties item.
Group Company 01.01.-01.01.-01.01.-01.01.-Benefits to Management 31.12.2024 31.12.2023 31.12.2024 31.12.2023 Fees to executives 748,502 669,045 748,502 669,045 Compensation to executives 80,721 - 80,721 - Fees to the B. of D. 105,600 86,400 105,600 86,400 Cost of stock incentive plan 499,636 518,334 499,636 518,334 Total 1,434,459 1,273,779 1,434,459 1,273,779
All transactions of the Group and the Company with related parties are carried out in the scope of the Group's activities.
Transactions with the related company VIA FUTURA S.A. concern rental income from subleasing of office space and receivables
from advances given for projects. The expenses concern construction works, property studies and services received for property
maintenance.
Transactions with the related company ENGINEERIA S.A. concern rental income from the lease of space. The expenses
concern the services received for property management.
The transactions with the related company NOE S.A. relate mainly to income from penalty clauses from delayed transfer of
property in execution of a preliminary agreement.
The receivables from the subsidiaries PRIMALAFT S.A. and PANDORA INVEST S.A. relate mainly to a) receivables from the
issuance of bond loans and b) conclusion of a financing agreement concerning the lease of fixed equipment to the subsidiary
PRIMALAFT S.A.
The liability to the subsidiary SUNWING S.A. relates to a debt arising from undertaking a bond loan.
The liability to the related company NAVARINO VINEYARDS S.A. concerns a debt from an increase in its share capital, which
will be paid within the following year 2025.
The liability to the related company NLTG relates to a balance of consideration for the acquisition of 100% of the subsidiary
SUNWING S.A., which will be paid within the first half of 2026.
Transactions with subsidiaries concern invoicing of common charges.
Transactions with the related company BOUTARI WINERIES S.A. concern rental income from the lease of properties and the
expenses mainly concern compensation for the termination of the lease.
Transactions with the related company IOLI SPRING SINGLE-MEMBER relate mainly to rental income from the lease of
properties.
The transactions with the related companies Stenhus Fastigheter i Norden AB and STERNER STENHUS GREECE AB relate
to invoicing of common expenses.
The transactions with the related company VIA FUTURA A.Β concern a liability arising from the issuance of a bond loan.
The intra-group loans granted by the Company to its subsidiaries are long-term loans (maturing 2028 to 2044), with fixed interest
rate 5%, with principal and interest payable at the maturity of the loans. For these loans, there is no obligation to register
mortgages, pre-notices or to measure financial ratios.
The intra-group loan, which was granted to the Company by a subsidiary, is a long-term loan (maturing 2035), with a fixed
interest rate of 3.5%, with the principal and interest payable at the maturity of the loan. For this loan, there is no obligation to
register mortgages, pre-notices or to measure financial ratios.
There are no loans from/to related parties, other than those listed above.
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 101 to 108
It is noted that the above transactions with related parties are in accordance with the ordinary trading practice and the adopted
pricing policy applicable to un-related parties. There are no doubtful receivables from related parties.
6.36 Auditors’ Fees
The company ERNST & YOUNG (HELLAS) Auditors Accountants S.A., having registered office in Greece, served as the
statutory independent auditor for the year ended 31 December 2024 as well as for the year ended 31 December 2023 and
provided audit and other permitted non-audit services to the Company and the Group.
The table below presents the total fees for audit and other professional services provided to the Group by the network ERNST
& YOUNG (HELLAS) Auditors Accountants S.A. for the years 2024 and 2023 respectively:
Group 01/01/2024 - 31/12/2024 01/01/2023 - 31/12/2023 Fees for audit services 152,620 75,500 Fees for the issuance of Tax Compliance Report 70,120 33,000 Other permitted non-audit services 66,240 54,000 Total 288,980 162,500
6.37 Commitments and Contingent liabilities and assets
The Group has contingent liabilities and assets in respect of banks, other guarantees and other matters arising in the ordinary
course of business, from which it is not anticipated that any material charges will arise. The given guarantees are analysed as
follows:
Group Company 31/12/2024 31/12/2023 31/12/2024 31/12/2023 Contingent liabilities Collaterals & real mortgage pre-notices on Land and Buildings 246,063,068 159,213,068 101,229,068 94,749,068 246,063,068 159,213,068 101,229,068 94,749,068
On the shares of the subsidiaries JPA ATTICA SCHOOLS S.A., ARVEN S.A., PREMIA MAROUSI S.A., PRIMALAFT S.A.,
PANDORA INVEST S.A., PANFIN S.A., SUNWING S.A., HELIOS PALACE S.A. is registered a pledge in favor of their banks-
creditors.
The Company has provided guarantees for the subsidiaries PREMIA MAROUSI S.A., PRIMALAFT S.A., SUNWING S.A. and
HELIOS PALACE S.A., as well as for the IQ Karela SINGLE-MEMBER S.A. joint venture in favour of their creditor banks, for
the fulfilment of their banking obligations.
The increase in mortgages & pre-notices granted is due to the refinancing of existing borrowings on investment properties as
well as the financing of construction on new and existing investment properties.
There are no pending court cases against the Group Companies at 31.12.2024 and at 31.12.2023 that would affect its financial
position.
The Group has contingent liabilities related to contractual capital expenditure that will be incurred in the future on the Pikermi
property and in the hotels in Crete and Rhodes. The total amount of contractual capital liabilities amounts to € 5.57 million.
Also, the Group and specifically the subsidiary PANDORA INVEST S.A. has contractual liabilities towards the pre-agreements
for the acquisition of the properties by Alpha Bank totalling € 22 million.
6.38 Events subsequent to the Financial Statements
On 16.01.2025, the Company, following a bidding completed on 06.11.2024, signed a contract for the purchase of a property in
Kalamaria at 33, Ethnikis Antistaseos Str. for consideration € 5.6 million payable on 15.04.2025.
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 102 to 108
On 16.01.2025, the Company, in implementation of a preliminary agreement concluded on 25.10.2024, signed a contract for the
purchase of a property in Larissa, for consideration € 2 million. This property will be reconstructed into student residences.
During January 2025, the Company signed a binding agreement for the purchase of a winery with guesthouses and vineyards
in Nemea.
On 27.01.2025, the Company signed with Optima Bank an Agreement to provide credit in an open mutual account up to the
amount of € 10.38 million for the purchase and reconstruction of properties into student residences.
On 28.01.2025, the Company signed with Optima Bank an agreement to provide credit in an open mutual account up to the
amount of € 4.99 million as interim financing until the disbursement of a bond loan for the purchase of shares of the company
MOUDROS ΚΤΙΜΑΤΙΚΙ S.A. The disbursement of the above bond loan will take place until 31.03.2025.
On 29.01.2025, the Company, in implementation of a preliminary agreement signed on 14.11.2024, proceeded to the acquisition
of 100% of the shares of MOUDROS KTIMATIKI S.A. for consideration € 4.99 million. Following the implementation of the
agreement, a bond loan of MOUDROS KTIMATIKI S.A. amounting € 2.77 million was repaid. The Company’s management
assessed the above investment as an asset acquisition.
On 21.02.2025, the subsidiary PANFIN S.A. signed with Piraeus Bank an amendment to an existing bond loan regarding a
reduction of the interest rate.
On 25.02.2025, the Group proceeded to the purchase of a commercial property, by signing two purchase and sale agreements
with different counterparties, in Ilioupoli for a consideration € 2.68 million, through its subsidiary PANDORA S.A.
On 04.03.2025, the Company signed with Alpha Bank an amendment to an existing bond loan regarding a reduction of the
interest rate.
On 28.03.2025, the subsidiaries SUNWING S.A. and ILIOS PALLAS S.A. signed with the National Bank of Greece a
disbursement of fixed interest rate bond loans of € 32.99 million and € 10.65 million respectively, which were signed on
23.12.2024, for the purpose of refinancing existing bond loans.
On 31.03.2025, the Company paid the amount of € 0.82 million for an increase in the share capital of P & E INVESTMENTS
S.A., which corresponds to its participation percentage in this company.
There are no other significant events subsequent to the date of the Financial Statements, which concern either the Group or the
Company.
THE CHAIRMAN OF THE B. OF D.
THE MANAGING DIRECTOR
THE ACCOUNTING DEPT. MANAGER
ILIAS GEORGIADIS
KONSTANTINOS MARKAZOS
MARIA ANASTASIOU
ID. No. AO 507905
ID. No. ΑΗ 093898
ID. No. ΑΚ 546999
E.C.G. License No. 16009/A’ Class
WEBSITE ADDRESS WHERE ARE POSTED THE FINANCIAL STATEMENTS OF THE GROUP COMPANIES
The Annual Financial Statements, the independent auditor’s reports and the board of directors’ reports of the parent
company PREMIA Properties as well as of its subsidiaries are posted on the internet address of the parent company
http://www.premia.gr.
On the same website are also posted the interim financial statements and financial reports of the parent company.
ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 103 to 108
PREMIA REAL ESTATE INVESTMENT COMPANY SOCIETE ANONYME
G.E.MI. No.: 861301000
Hellenic Capital Market Commission Decision No.: 4/949/5.4.2022
Registered Office of the Company: 59, Vasilissis Sofias Avenue, P.C. 11521
Report of Disposal of Funds Raised from the issuance of a Common Bond Loan by cash payment for the period from
01.01.2024 to 31.12.2024
Pursuant to the articles 4.1.2 and 4.2 of the Regulation of the Athens Exchange (hereinafter "ATHEX"), the decision No.
25/17.07.2008 of the Board of Directors of the ATHEX, as amended on 06.12.2017, and the decision No. 8/754/14.04.2016 of
the Board of Directors of the Hellenic Capital Market Commission (hereinafter referred to as the "C.C."), it is hereby announced
that, from the issuance of a Common Bond Loan (hereinafter referred to as the "Common Bond Loan" or "CBL") of amount Euro
One Hundred Million (€ 100,000,000) by issuing 100,000 common bearer bonds with an issue price of € 1,000 each, made
pursuant to the dated 07.01.2022 decision of the Board of Directors of Premia S.A. (hereinafter the "Company") and the decision
dated 13.01.2022 approving the contents of the Prospectus by the C.C., a total net amount of Euro One Hundred Million (€
100,000,000) was raised. The issuance costs, amounting € 3,500,929.18 were covered in their total by the funds raised from
the above-mentioned issuance of the Company. The issue of the Common Bond Loan was fully covered and the payment of
the funds raised was made on 25.01.2022. The issued 100 thousand common bearer bonds were admitted for trading in the
Fixed Income Securities Category of the Regulated Market of the Athens Exchange on 26.01.2022.
The net proceeds of the CBL are kept in a separate account. The Company declares that the use of the net proceeds refers to
the financing of real estate investments, the re-financing of the existing borrowings and working capital, in accordance with the
Public Offering Prospectus and the framework set out in article 22 of L. 2778/1999, as in force at that time.
The table below presents the net funds raised and the allocation of the funds raised until 31.12.2024 by category of
use/investment, in accordance with the provisions of paragraph 4.1.2 of the Prospectus, as follows:
TABLE OF DISPOSAL OF FUNDS RAISED FROM THE ISSUANCE OF A COMMON BOND LOAN
(Amounts in €)
Purpose of
Disposal of Funds
Raised
Net Funds
Raised for
Disposal
Amount of
Funds Raised
paid 25.01 –
31.12.2022
Balance to be
Used
31.12.2022
Amount of
Funds
Raised
disposed
01.01 –
31.12.2023
Balance to
be Used
31.12.2023
Amount of
Funds
Raised
disposed
01.01 –
31.12.2024
Balance to
be Used
31.12.2024
Repayment of the
Alpha Bank
Common Bond
Loan, principal
amount € 41.1
million
93,499,071
39,382,725
-
-
-
Investments in real
estate
25,332,489
28,783,857
11,992,507
16,791,350
16,791,350
0
Working capital
3,000,000
2,976,193
23,807
23,807
-
-
-
Total
96,499,071
67,691,406
28,807,665
12,016,314
16,791,350
16,791,350
0
Page 104 to 108
With regard to No. 1 of the table, it is noted that the full repayment of the Bond Loan was made on 02.02.2022, within 30 days
from the Date of Issuance of the CBL, based on the Prospectus.
Notes :
Ι. Investment property
The disposed funds, until 31.12.2024, were used as follows:
▪ On 10.12.2021, the Company signed a preliminary agreement for the acquisition of all the shares of the Company “IQ
KARELA SINGLE-MEMBER SOCIETE ANONYME”, which owns a property where a biotechnology park in Peania will be
developed. The value of the advance amounted to € 7,954 thousand. This investment was financed in its total by the funds
raised during the increase of the Company's Share Capital in cash.
▪ On 01.08.2022, the Company and Dimand Group amended their cooperation regarding the property of the company IQ
Karela Single-Member S.A. in Peania, following the termination of the preliminary lease agreement of a biotechnology park
for development on this property. More specifically:
They terminated the preliminary agreement as of 10.12.2021 for the transfer of shares of IQ Karela Single-Member S.A. with
refund of the advance payment of € 7,954 thousand.
They proceeded with the transfer from Arcela Investments Limited to Premia Properties of 40% of the shares of IQ Karela
Single-Member S.A. and simultaneously agreed to the transfer of the remaining 60% of its shares upon completion of the
development of the property and the commencement of its operation as a mixed-use complex. The value of the advance
payment amounts to € 3,047 thousand. The said investment was partially financed from the net funds raised amount € 40
thousand.
▪ On 1.07.2022, the Company signed a preliminary agreement for the purchase of a plot with an engagement payment of
€ 2,500 thousand. The property is located in Kyrillos, Aspropyrgos. During the period 01.01.2023-31.12.2023, have been
paid in total € 171 thousand.
▪ On 28.07.2022, the Company signed a preliminary agreement for the acquisition of all the shares of the Company
“PRIMALAFT SOCIETE ANONYME”, which owns the property at 180, Peiraios Street, Tavros. It is planned to develop offices
in the property.
On 25.10.2022, the Share Capital of the subsidiary PRIMALAFT S.A. was increased by € 18,032 thousand regarding the
purchase of the property ATHENS HEART, at 180, Peiraios Str., Tavros. The amount was raised from the bond loan. There
are plans to develop offices in the property.
▪ On 19.09.2022, a contract was signed for the project-construction work for the property at 19, Thermaikou Street,
Thessaloniki. The property has been leased to the company SGB S.A. The value of the advance payment to the contractor
of the project until 31.12.2022 amounts to € 458 thousand.
▪ On 3.10.2022, a contract was signed for the project-construction work for the property at 76, Lavriou Avenue, Peania. The
value of the advance payment to the project contractor until 31.12.2022 is € 45 thousand.
On 27.10.2022, was completed the transfer of the properties of the companies “J. BOUTARIS & SON S.A.” & “J. BOUTARIS
& SON HOLDING S.A.” (“BOUTARIS”) to the Company in implementation of the court decision as of 22/8/2022 on the
ratification of the Resolution Agreement for the aforementioned companies. In more detail, PREMIA acquired, for
consideration € 12.3 million, buildings of total surface area of 28,800 sq.m. (including 5 wineries of 15,660 sq.m. as well as
an office building in Pikermi, Attica) and plots of 740 stremma, including 5 vineyards of 633 stremma located in exceptional
wine production sites in the country (Naoussa, Goumenissa, Mantineia, Nemea, Santorini, Crete). The said investment was
partly financed by the funds raised during the bond issue and amounts to € 4,208 thousand.
▪ On 10.11.2022, the Company signed a preliminary agreement for the acquisition of an independent property of serviced
apartments. The property is located in Xanthi and will operate as a student residence. The transaction was completed on
21.03.2023. Until 31.12.2022, the said advance was partially financed from the funds raised during the bond issuance and
amounts to € 85 thousand.
▪ On 01.12.2022, the Company completed the acquisition of an industrial building in Kryoneri, Attica, for € 2.1 million. The
property is located at 114, Kryoneriou Avenue and is leased. From the funds raised during the bond issuance, amount of €
2,115 thousand was used for the acquisition of the said property.
▪ On 21.12.2022, a loan of € 350 thousand was granted to the subsidiary PREMIA DYO PEFKA ASPORPYRGOS SINGLE-
MEMBER S.A. for the construction of cold storage rooms at the property 2 Pefka.
Page 105 to 108
▪ On 23.12.2022, a company was established under the name P & E INVESTMENTS S.A. in which the company holds 25%
of the share capital. The purpose of the company is to participate in the company under the name SKYLINE REAL ESTATE
SINGLE-MEMBER S.A. following an open international tender conducted by ALPHA BANK and through which it will invest
in portfolio companies.
On 02.02.2023, there was payment of the initial capital of the subsidiary P & E INVESTMENTS SOCIETE ANONYME and
the Company proceeded to deposit of amount € 125 thousand to the subsidiary, which was covered by the bond loan.
On 04.07.2023, the payment of share capital increase of the subsidiary P & E INVESTMENTS SOCIETE ANONYME was
made and the Company made a deposit of € 288 thousand to the subsidiary, which was covered by the bond loan.
▪ On 02.02.2023, the Company made a deposit to IQ Karela of amount € 36 thousand, as amount intended for Share Capital
Increase of IQ Karela. The amount was covered by the bond loan.
▪ On 24.02.2023, a private agreement for the final liquidation of the liabilities of VALOR PROPERTIES LTD was signed and
€ 122 thousand were given as repayment of the purchase price of the property in Thessaloniki.
▪ On 15.03.2023 the Company completed the acquisition of an industrial building for € 2,200 thousand. The property is located
in the area of Moschochori, Fthiotida and is rented. From the funds raised during the bond issuance, amount of € 2,200
thousand was used for the acquisition of this property.
▪ On 27.03.2023, the transfer of the property in Xanthi was completed in execution of the dated 10/11/2022 preliminary
agreement for the purchase of a property. More specifically, PREMIA acquired for consideration € 2,100 thousand, a
building of total area of 1,295 sq.m. This investment was partially financed by the funds raised during the bond issuance
and amounts to € 669 thousand. On the property it is planned to develop 105 apartments as student residences.
▪ On 08.06.2023, the transfer of the basement of a property in Patras was completed. More specifically, PREMIA acquired for
consideration € 94 thousand, a basement on the property in Patras of total area of 327,56 sq.m. This investment was financed
by the funds raised during the bond issuance and amounts to € 28 thousand.
▪ During the period 01.01.2023-31.07.2023, a loan of € 966 thousand was granted to the subsidiary PREMIA DYO PEFKA
ASPORPYRGOS SINGLE-MEMBER S.A. for the construction of cold storage rooms at the property Dyo Pefka.
▪ From the funds raised during the bond issuance in the period 01.01.2023-31.12.2023, € 387 thousand were used to pay the
contractor for the property at 19, Thermaikou Street, Thessaloniki.
▪ During the period from 01.01.2023 up to 31.12.2023, loans totalling € 4,170 thousand were granted to the subsidiary
PRIMALAFT S.A. for the construction of offices at the property at 180, Peiraios Street.
On 09.01.2023, the subsidiary PRIMALAFT S.A. completed the acquisition of a plot of land at Peiraios Avenue against €
1,500 thousand. The property is located at 186b, Peiraios Avenue, Tavros. It is planned to develop offices on the plot. From
the funds raised during the bond issuance, the Company granted an intragroup loan to PRIMALAFT S.A. of € 1,600 thousand,
which were used for the acquisition of this property including the transfer costs.
▪ From the funds raised during the bond issuance for the period from 01.01.2023 up to 31.12.2023 was used the amount €
366 thousand, for the transfer of the properties of the companies “J. BOUTARIS & SON S.A.” & “J. BOUTARIS & SON
HOLDING S.A.” (“BOUTARIS”) in the relevant land registries.
▪ From the funds raised during the bond issuance in the period 01.01.2023-31.12.2023, € 861 thousand were used to pay the
contractor for the property at 76, Lavriou Avenue, Peania.
▪ During the period 01.01.2024 up to 31.12.2024, loans totalling € 6,094.4 thousand were granted to the subsidiary
PRIMALAFT S.A. for the construction of offices at the property at 180, Peiraios Street.
▪ From the funds raised during the bond issuance in the period 01.01.2024-31.12.2024, € 836 thousand were used to pay the
contractor for the property at Christodoulou Brokoumi (previously Megalou Revmatos Street), Kougioumtzoglou and
Stathmou Streets in Xanthi.
▪ From the funds raised during the bond issuance in the period 01.01.2024-31.12.2024, € 80 thousand were used to pay the
contractor for the property at 19, Thermaikou Street, Thessaloniki.
Page 106 to 108
▪ On 24.01.2024 AND 16.07.2024, a payment was made regarding a future increase of the share capital of the subsidiary P
& E INVESTMENTS SOCIETE ANONYME and the Company made a deposit of total amount € 335 thousand to the
subsidiary, which was covered by the bond loan.
▪ On 26.02.2024, a contract was signed for the project-construction work for the property in the area of Moschochori, Fthiotida.
The value towards the contractor of the project amounts to € 52.8 thousand.
▪ In the period 01.01.2024 up to 31.12.2024, loans totalling € 3,018.6 thousand were granted to the subsidiary PANDORA
INVEST S.A. for the acquisition of 3 commercial properties in Kypseli, Tripoli and Drama.
▪ On 1.07.2022, the Company signed a preliminary agreement for the purchase of a plot with engagement payment of € 2,500
thousand and on 30.09.2024 the company signed an amendment to the preliminary agreement with engagement payment
€ 3,500,000. The property is located in Kyrillos, Aspropyrgos. In the period 01.01.2024-31.12.2024, € 4,589.7 thousand have
been paid in total.
▪ On 17.05.2024, a contract was signed for the project-construction works for the property at the 2
nd
km Marathonos Avenue,
Municipality of Rafina-Pikermi. The property has been leased to the company GENEPHARM S.A. The value of the advance
payment to the contractor of the project until 31.12.2024 amounts to € 327 thousand.
▪ On 23.10.2024, an award report was signed for a property from an electronic auction for the amount € 150,000. The property
is located in the Municipality of Naoussa. In the period 01.01.2024-31.12.2024 € 40 thousand have been paid.
▪ On 10.09.2024, a payment was made regarding a future share capital increase of the subsidiary NAVARINO VINEYARDS
and the Company proceeded to deposit of total amount € 1.258 thousand to the subsidiary and the amount was covered by
the bond loan.
▪ On 31.07.2024, the Company proceeded to signing a binding agreement with Nordic Leisure Travel Group for the purchase
of two hotel complexes in Crete and Rhodes, through the acquisition of 100% of the shares of subsidiaries of the above
group, which own the above properties. In the period 01.01.2024- 31.12.2024 amount € 70.2 thousand has been paid in
total.
▪ On 14.11.2024, the Company proceeded to the signing of a Private Agreement for the sale and transfer of Shares of the
company MOUDROS S.A. with engagement payment of €500,000. The company MOUDROS S.A. owns a property located
at 6, Limnou Street in Thessaloniki. In the period 01.01.2024-31.12.2024 has been paid amount € 88 thousand which was
covered by the bond loan.
▪ On 20.12.2024, the Company completed the acquisition of a building, for € 1,590 thousand. The property is located in the
Municipality of Xanthi Stratou and Panagi Tsaldari Ave. and is planned to be developed into student residences. From the
funds raised during the bond issue, amount € 2.2 thousand was used for the acquisition of the said property.
ΙΙ. Working capital
The total available amount of € 3,000 thousand was used for the Company’s working capital, with amount € 24 thousand having
been made available from 01.01.2023-31.12.2023.
In the period 01.01.2023-31.12.2023, has been collected interest on time deposits of € 225 thousand.
In the period 01.01.2024-31.12.2024, has been collected interest on time deposits of € 245 thousand, which were used for the
Company’s working capital.
THE CHAIRMAN OF THE B. OF D.
THE MANAGING DIRECTOR
THE ACCOUNTING DEPT. MANAGER
ILIAS GEORGIADIS
KONSTANTINOS MARKAZOS
MARIA ANASTASIOU
ID. No. AO 507905
ID. No. ΑΗ 093898
ID. No. ΑΚ 546999
E.C.G. License No. 16009/A’ Class
A member firm of Ernst & Young Global Limited
ERNST & YOUNG (HELLAS)
Certified Auditors-Accountants S.A.
8B Chimarras str., Maroussi
151 25 Athens, Greece
Tel: +30 210 2886 000
ey.com
THIS REPORT HAS BEEN TRANSLATED FROM THE ORIGINAL VERSION IN GREEK
Agreed-Upon Procedures Report in connection with the “Report on the Use of Funds Raised from the issuance of Common
Bond Loan through payment in cash for the period from 01.01.2024 until 31.12.2024” of the Company PREMIA Real Estate
Investment Company Société Anonyme
To the Board of Directors (hereinafter “the Management”) of the Company PREMIA Real Estate Investment Company Société
Anonyme
Purpose of this Agreed-Upon Procedures Report and restriction on its use and distribution
The purpose of our report is solely to assist the company PREMIA Real Estate Investment Company Société Anonyme
(hereinafter the "Company") with regards to the submission to the Hellenic Capital Market Commission and the Athens Stock
Exchange of the Use of Funds Raised Report, related to the issuance of a Common Bond Loan through payment in cash. The
aforementioned Report has been prepared in accordance with the provisions of paragraphs 4.1.2 and 4.2 of the Athens Stock
Exchange Regulation, the Decision 25/17.07.2008 of the Athens Stock Exchange Steering Committee, and the Decision
8/754/14.04.2016 of the Board of Directors of the Hellenic Capital Market Commission, as amended and currently in effect by
Decision 10A/1038/30.10.2024 of the Board of Directors of the Hellenic Capital Market Commission (the "Subject Matter"). The
issuance of the Common Bond Loan through payment in cash took place on 25.01.2022 in accordance with the decision of the
Company's Board of Directors dated 07.01.2022 and the approval of the Prospectus by the Hellenic Capital Market Commission
dated 13.01.2022.
This report is not suitable for any other purpose and is intended solely for the Management of the Company; therefore, we
assume no responsibility in relation to the performance of the following agreed-upon procedures to any third party, other than
the Company. Consequently, this report should not be used or distributed to any other party, except to be provided for
informational purposes only to the Hellenic Capital Market Commission and the Athens Stock Exchange.
Responsibilities of Management
The Company’s management, as the engaging party, has acknowledged that the agreed-upon procedures are appropriate for
the purpose of the engagement and meet the informational needs of the Hellenic Capital Market Commission and the Athens
Stock Exchange.
Furthermore, the Company’s management, as the responsible party, is responsible for the Subject Matter on which the agreed-
upon procedures are performed.
Responsibilities of the Auditor
We performed the agreed-upon procedures in accordance with the International Standard on Related Services (ISRS) 4400
(Revised), Agreed-Upon Procedures Engagements. An agreed-upon procedures engagement involves the performance of
procedures that have been agreed with the management of the Company and the reporting of findings, which are the actual
results of the agreed-upon procedures performed. We do not provide any assurance regarding the appropriateness of these
procedures.
This agreed-upon procedures engagement is not an assurance engagement. Therefore, we do not express an opinion or an
assurance conclusion. Had we performed additional procedures, other matters might have come to our attention that would
have been reported.
Professional Ethics and Quality Management
We have complied with the requirements of the Code of Ethics for Professional Auditors issued by the International Ethics
Standards Board of Accountants, as incorporated into Greek legislation, and with the ethical and independence requirements
of Law 4449/2017 and Regulation (EU) 537/2014.
A member firm of Ernst & Young Global Limited
Legal Name: ERNST & YOUNG (HELLAS) Certified Auditors-Accountants S.A.
Distinctive title: ERNST & YOUNG
Legal form: Societe Anonyme
Registered seat: Chimarras 8Β, Maroussi, 15125
General Commercial Registry No: 000710901000
Our auditing firm applies International Standard on Quality Management (ISQM) 1 Quality Management for Firms that Perform
Audits or Reviews of Financial Statements, and Other Assurance or Related Services Engagements, and accordingly designs,
implements and operates a comprehensive system of quality management, including documented policies and procedures
regarding compliance with ethical requirements, professional standards, and applicable legal and regulatory requirements.
Procedures performed and findings
Based on the engagement agreement signed on September 17, 2024, we performed the procedures described below for the
Subject Matter:
Procedures
Findings
1
Comparison, for completeness purposes, of the information
contained in the Report on the Use of Funds Raised, in
accordance with the provisions of paragraphs 4.1.2 and 4.2 of
the Athens Stock Exchange Regulation, the Decision
25/17.07.2008 of the Athens Stock Exchange Steering
Committee and the Decision 8/754/14.04.2016 of the Board of
Directors of the Hellenic Capital Market Commission, as
amended and currently in effect by Decision
10A/1038/30.10.2024 of the Board of Directors of the Hellenic
Capital Market Commission
We compared, for completeness purposes, the information
contained in the Report on the Use of Funds Raised, in accordance
with the provisions of paragraphs 4.1.2 and 4.2 of the Athens Stock
Exchange Regulation, the Decision 25/17.07.2008 of the Athens
Stock Exchange Steering Committee, and the Decision
8/754/14.04.2016 of the Board of Directors of the Hellenic Capital
Market Commission, as amended and currently in effect by
Decision 10A/1038/30.10.2024 of the Board of Directors of the
Hellenic Capital Market Commission, with no exceptions noted.
2
Comparison, for consistency purposes, of the content of the
Report on the Use of Funds Raised with what is referred to in
the Prospectus issued by the Company on 13/01/2022, as well
as with the relevant decisions of the Company’s responsible
bodies.
We confirmed that the content of the Report on the Use of Funds
Raised is consistent with what is referred to in the Prospectus
issued by the Company on 13/01/2022, as well as with the relevant
decisions of the Company’s responsible bodies.
3
Comparison of the amount of the Bond Loan that has been
included in the Report on the Use of Funds Raised with: (a) the
respective amount that was approved by the Company’s Board
of Directors Meeting on January 7, 2022, (b) the amount
included in the Prospectus referred above(c) the amount
deposited in the Company’s bank account in Alpha Bank with
reference number 110-00-2320-023292.
We compared the amount of the Bond Loan that has been included
in the Report on the Use of Funds Raised with: (a) the respective
amount that was approved by the Company’s Board of Directors
Meeting on January 7, 2022, (b) the amount included in the
Prospectus referred above and (c) the amount deposited in the
Company’s bank account in Alpha Bank with reference number
110-00-2320-023292, with no exceptions noted.
4
Reconciliation of the funds raised included in the column
“Amount of Funds Raised disposed 01.01 – 31.12.2024” of the
Report on the Use of Funds Raised, with the acquisition
contracts or invoices as applicable, the minutes and the
decisions of the responsible bodies of the Company as
applicable, the intra-group agreements as applicable and the
relevant journal entries.
The funds raised included in the Column “Amount of Funds Raised
disposed 01.01 – 31.12.2024” of the Report on the Use of Funds
Raised, reconcile with the acquisition contracts or invoices as
applicable, the minutes and the decisions of the responsible bodies
of the Company as applicable, the intra-group agreements as
applicable and the relevant journal entries.
Athens, April 3, 2025
The Certified Auditor Accountant
Eleonora Seka
SOEL R.N. 50131
ERNST &YOUNG (HELLAS)
CERTIFIED AUDITORS ACCOUNTANTS S.A.
CHIMARRAS 8B, MAROUSSI
151 25 GREECE
SOEL R.N. 107
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