DIMAND SOCIETE ANONYME – DEVELOPMENT AND EXPLORATION OF REAL ESTATE AND
CONSTRUCTIONS, SERVICES AND HOLDING
ANNUAL FINANCIAL REPORT FOR THE FINANCIAL PERIOD FROM JANUARY 1 TO DECEMBER 31, 2025
ACCORDING TO INTERNATIONAL REPORTING STANDARDS (“IFRS”) AS ADOPTED BY EUROPEAN UNION
This financial report has been translated from the original report that has been prepared in the Greek
language. Reasonable care has been taken to ensure that this report represents an accurate translation of
the original text. In the event that differences exist between this translation and the original Greek language
financial report, the Greek language financial report will prevail over this document.
APRIL 2026
Contents
A. Independent Auditor’s Report .................................................................................................................................... 1
B. Certifications by Members of the Board of Directors ........................................................................................... 9
C. Annual Report of the Board of Directors ................................................................................................................ 10
Corporate Governance Statement ..................................................................................................................... 40
Supplementary Report ......................................................................................................................................... 67
Annual Activity Report of the Audit Committee of the Company ................................................................. 71
D. Annual Financial Statements .................................................................................................................................... 79
Statement of Financial Position .................................................................................................................................... 79
Statement of Comprehensive Income ......................................................................................................................... 80
Statement of Changes in Equity .................................................................................................................................... 81
Statement of Cash flows ................................................................................................................................................. 83
Notes to the Financial Statements ............................................................................................................................... 85
1. General Information for the Company and the Group ......................................................................................... 85
2. Basis of preparation of the Financial Statements .................................................................................................. 86
3. New standards, amendments to standards and interpretation .......................................................................... 87
4. Material accounting policy information .................................................................................................................. 91
4.1 Consolidation of subsidiary companies ........................................................................................................... 91
4.2 Investment in joint ventures ............................................................................................................................. 92
4.3 Foreign Currency Translation ........................................................................................................................... 93
4.4 Investment property ........................................................................................................................................ 93
4.5 Financial instruments ...................................................................................................................................... 95
4.6 Inventories ...................................................................................................................................................... 98
4.7 Cash and cash equivalents .............................................................................................................................. 98
4.8 Restricted cash ............................................................................................................................................... 98
4.9 Current tax ...................................................................................................................................................... 98
4.10 Deferred tax ................................................................................................................................................... 98
4.11 Share capital and treasury stock reserve ........................................................................................................ 99
4.12 Provisions ...................................................................................................................................................... 99
4.13 Leases ......................................................................................................................................................... 100
4.14 Employee benefits ....................................................................................................................................... 102
4.15 Government grants ...................................................................................................................................... 103
4.16 Recognition of revenues............................................................................................................................... 103
4.17 Recognition of expenses .............................................................................................................................. 106
4.18 Dividend distribution ................................................................................................................................... 106
4.19 Operating segment ...................................................................................................................................... 106
4.20 Earnings per share ....................................................................................................................................... 107
4.21 Related party transactions ........................................................................................................................... 107
5. Financial risk management ..................................................................................................................................... 107
5.1 Financial risk factors ..................................................................................................................................... 107
5.2 Capital management ..................................................................................................................................... 111
5.3 Fair value Measurement of Financial Assets and Liabilities ............................................................................. 111
6. Significant accounting policies and judgements .................................................................................................. 112
6.1 Significant accounting estimates and assumptions ........................................................................................ 112
6.2 Significant accounting judgments in the application of accounting policies .................................................... 113
7. Segment analysis ...................................................................................................................................................... 114
8. Investment property ................................................................................................................................................ 117
9. Property and equipment ......................................................................................................................................... 121
10. Investments in Subsidiaries (Financial assets at fair value through other comprehensive income (FVTOCI),
Financial assets at fair value through profit and loss (FVTPL)) ............................................................................... 123
11. Investments in joint ventures accounted for using the equity method .......................................................... 135
12. Deferred income tax .............................................................................................................................................. 142
13. Trade and other receivables ................................................................................................................................. 145
14. Cash and cash equivalents ................................................................................................................................... 149
15. Share capital ........................................................................................................................................................... 149
16. Other reserves ........................................................................................................................................................ 151
17. Non-controlling interest ........................................................................................................................................ 152
18. Borrowings .............................................................................................................................................................. 152
19. Employee benefit obligations ............................................................................................................................... 156
20. Trade and other payables ..................................................................................................................................... 158
21. Revenue ................................................................................................................................................................... 159
22. Construction cost ................................................................................................................................................... 160
23. Property taxes - levies ........................................................................................................................................... 160
24. Personnel expenses ............................................................................................................................................... 161
25. Gain on disposal of investments in subsidiaries and joint ventures ............................................................... 161
26. Other income .......................................................................................................................................................... 162
27. Other expenses ...................................................................................................................................................... 162
28. Finance costs (net) ................................................................................................................................................. 163
29. Income tax .............................................................................................................................................................. 164
30. Earnings per share ................................................................................................................................................. 166
31. Contingent liabilities .............................................................................................................................................. 166
32. Related party transactions .................................................................................................................................... 167
33. Events after the reporting period ........................................................................................................................ 171
1
TRANSLATION FROM THE ORIGINAL IN THE GREEK LANGUAGE
A. Independent Auditor’s Report
To the Shareholders of the company “DIMAND SOCIETE ANONYME - DEVELOPMENT AND EXPLORATION OF
REAL ESTATE AND CONSTRUCTIONS, SERVICES AND HOLDING»
Report on the Audit of the Separate and Consolidated Financial
Opinion
We have audited the separate and consolidated financial statements of the company “DIMAND SOCIETE
ANONYME - DEVELOPMENT AND EXPLORATION OF REAL ESTATE AND CONSTRUCTIONS, SERVICES AND
HOLDING” (the Company), which comprise the separate and consolidated statement of financial position as
of 31 December 2025, and the separate and consolidated statement of comprehensive income, statement of
changes in equity and statement of 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 the company “DIMAND SOCIETE ANONYME - DEVELOPMENT
AND EXPLORATION OF REAL ESTATE AND CONSTRUCTIONS, SERVICES AND HOLDING” and its subsidiaries
(the Group) as of 31 December 2025, and of 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 the International Standards on Auditing (ISAs) as they have been
incorporated into the Greek Legislation. 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 have been independent of the Company and the Group during the whole period of our
appointment in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for
Professional Accountants as applicable for the audits of the financial statements of public interest entities
and the ethical requirements relevant to the audit of the separate and consolidated financial statements in
Greece and we have fulfilled our ethical requirements in accordance with the applicable legislation and the
above mentioned Code of Ethics. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the separate and the consolidated financial statements of the audited year. These matters and the related
risks of material misstatement were addressed in the context of our audit of the separate and the
consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Deloitte Certified Public
Accountants S.A.
3a Fragkokklisias & Granikou
str. Marousi Athens GR 151-25
Greece
Tel: +30 210 6781 100
www.deloitte.gr
2
Key audit matter
How the key audit matter was addressed
Valuation of the Group’s investment properties at fair value
Investment properties and their development
constitute the main activity of the Group.
As at 31 December 2025, the investment properties
portfolio of the Group included properties at
different stages of completion, in areas all over
Greece, including offices, residential buildings, as
well as hotel complexes, luxurious residencies,
logistics facilities and mixed-use areas.
As analyzed in Note 4.4 of the accompanying
separate and consolidated financial statements,
the Group measures its investment properties at
fair value according to the principles of the
International Accounting Standard 40 (ISA 40).
According to Note 8 of the accompanying separate
and consolidated financial statements, the fair
value of the Group’s investment properties as of 31
December 2025 amounted to € 174.6 m. (31
December 2024: € 141.8 m.), while the Group’s
gains from the measurement of its investment
properties at fair value in 2025 amounted to € 30.3
m. (2024: € 11.3 m.) and have been recognized in
the statement of comprehensive income. The
Group also holds investments in joint ventures with
their principal assets being investment properties,
the fair value of which as of 31 December 2025
amounted in total € 390.3 m. (31 December 2024: €
410.5 m.) as presented in Note 11 of the
accompanying separate and consolidated financial
statements.
Management of the Group uses significant
assumptions and estimates for the valuation of
investment properties at fair value. Based upon
these assumptions and estimates, the
management of the Group engaged independent
certified valuators who determined the fair value of
investment properties as of 31 December 2025.
The valuation methods which have been used for
the measurement of the Group’s investment
portfolio at fair valuer are the following:
• Market approach.
• Income approach based on the direct
capitalization method and / or based on the
discounted cash flow method.
Our audit approach was based on the assessed
audit risk and includes among others the
following procedures:
• We obtained an understanding of the
procedures, and we assessed the design and
implementation of the internal controls
applied by the Group on the valuation of
investment properties at fair value.
• We assessed the professional competence,
independence, objectivity and experience of
the certified independent valuators used by
the Management of the Group.
• We examined on a sample basis that the data
provided by management to the certified
independent valuators (i.e.: the surface area
of the properties in sq.m., the lease data etc.)
and were used for determining the fair value
of investment properties of the Group as of 31
December 2025 are in accordance with the
respective notarial documents, lease
agreements and other information which were
necessary to determine the fair value of
investment properties.
• We traced and agreed on a sample basis the
fair value of the investment properties as
depicted in the valuation reports that were
prepared by the certified independent
valuators with the respective fair value of
investment properties selected as recorded in
the accounting books of the Group.
• With the involvement of real estate valuation
experts of our firm, we have assessed on a
sample basis whether the valuation methods
used by the Management of the Group and
the certified independent valuators are
consistent with generally accepted real estate
valuation techniques in the market, and
whether the estimates and assumptions used
are reasonable, taking into consideration the
particular characteristics of each property.
• We confirmed on a sample basis the accuracy
of specific calculations performed by the
certified independent valuators in the context
3
Key audit matter
How the key audit matter was addressed
Valuation of the Group’s investment properties at fair value
• Residual method.
The main assumptions and estimates used include
the following:
• assumptions regarding rental income from
future leases.
• estimates of market rental values (ERV) for
vacancies.
• estimates of the discount rate used in the
discounted cash flow analysis.
• assumptions related to construction cost
and the project development period.
• estimates of exit yield.
We assessed the fair value measurement of the
investment properties to be a key audit matter,
considering mainly not only the significance of the
caption named “Investment properties” in the
accompanying separate and consolidated financial
statements but also the importance of the portfolio
of investment properties that the Group holds
through its investments in joint ventures, the
subjectivity of the key assumptions and estimates
used by the management of the Group, the
sensitivity of these assumptions and estimations to
any changes and the increased audit procedures
that were required.
The disclosures regarding the fair value
measurement of the investment properties are
included in Notes 4.4, 6.1 (a) and 8 to the separate
and consolidated financial statements.
of the fair value calculation of investment
properties.
• We assessed the adequacy and the
appropriateness of the disclosures in Notes
4.4, 6.1 (a) and 8 of the accompanying
separate and consolidated financial
statements.
4
Other Information
Management is responsible for the other information. The other information, included in the Annual Financial
Report prepared in accordance with Law 3556/2007, comprises the Annual Report of the Board of Directors,
reference to which is made in the “Report on other Legal and Regulatory Requirements” and the Certification
by Members of the Board of Directors, but does not include the 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 and, in doing so, consider whether the other information is materially inconsistent
with the separate and consolidated financial statements, or our knowledge obtained during the audit, or
otherwise appears to be materially misstated. If, based on the procedures performed, we conclude that there
is a material misstatement therein, we are required to communicate this matter. We have nothing to report in
this respect.
Responsibilities of 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 the Group’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern principle of accounting unless management either
intends to liquidate the Company or the Group or to cease operations, or has no realistic alternative but to do
so.
The Audit Committee (art. 44 of Law 4449/2017) of the Company 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 the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs, as these have been incorporated into the Greek
Legislation, 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 they have been incorporated into the Greek Legislation, we
exercise professional judgment and maintain professional skepticism throughout the audit.
5
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.
• 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
financial statements of the Group. We are responsible for the direction, supervision and review of the
audit work performed for 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 those matters that were
of most significance in the audit of the separate and consolidated financial statements of the audited year
end and are therefore the key audit matters.
6
Report on Other Legal and Regulatory Requirements
1) Board of Directors’ Report
Taking into consideration that Management is responsible for the preparation of the Annual Report of the
Board of Directors which also includes the Corporate Governance Statement, according to the
provisions of paragraph 1, sub paragraphs aa), ab) and b) of article 154C of Law 4548/2018, we note the
following:
a) The Annual Report of the Board of Directors includes the Corporate Governance Statement
which provides the information required by article 152 of Law 4548/2018.
b) In our opinion the Annual Report of the Board of Directors has been prepared in accordance
with the applicable legal requirements of articles 150 and 153 of Law 4548/2018 and its
content is consistent with the accompanying separate and consolidated financial
statements for the year ended 31 December 2025.
c) Based on the knowledge we obtained during our audit about the company “DIMAND SOCIETE
ANONYME - DEVELOPMENT AND EXPLORATION OF REAL ESTATE AND CONSTRUCTIONS,
SERVICES AND HOLDING” and its environment, we have not identified any material
inconsistencies in the Annual Report of the Board of Directors.
2) Additional Report to the Audit Committee
Our audit opinion on the accompanying separate and the consolidated financial statements is consistent
with the additional report to the Audit Committee referred to in article 11 of EU Regulation 537/2014.
3) Non-Audit Services
We have not provided to the Company and the Group any prohibited non-audit services referred to in
article 5 of EU Regulation No 537/2014.
The allowed non-audit services provided to the Company and the Group during the year ended 31
December 2025 have been disclosed in Note 27 to the accompanying separate and consolidated
financial statements.
4) Appointment
We were first appointed as the statutory auditors of the Company, following its designation as a public
interest entity, by the resolution of the Annual General Assembly of shareholders held on 7 September
2022. Our appointment has been, since then, uninterruptedly renewed by the Annual General Assembly
of shareholders of the Company for four (4) consecutive years.
5) Operations’ Regulation
The Company has an Operations’ Regulation in accordance with the content prescribed by the provisions
of article 14 of Law 4706/2020.
6) Assurance Report on European Single Electronic Format reporting
Underlying Subject Matter
We have undertaken the reasonable assurance work to examine the digital files of the Company
“DIMAND SOCIETE ANONYME - DEVELOPMENT AND EXPLORATION OF REAL ESTATE AND
CONSTRUCTIONS, SERVICES AND HOLDING” (hereinafter the Company or/and the Group), that were
prepared in accordance with the European Single Electronic Format (ESEF), which include the separate
and consolidated financial statements of the Company and the Group for the year ended 31 December
2025 in XHTML format as well as the prescribed XBRL file (213800DX7SOSSEJBS561-2025-
7
12-31-1-el.zip) with the appropriate tagging on these consolidated financial statements, including the
notes to the financial statements (hereinafter the “Underlying Subject Matter”) in order to ascertain
whether they have been prepared in accordance with the requirements set out in the section
Applicable Criteria.
Applicable Criteria
The Applicable criteria for European Single Electronic Format (ESEF) are set out in the European
Commission Delegated Regulation (EU) 2019/815, as amended by Regulation (EU) 2020/1989 (the
ESEF Regulation) and the 2020/C 379/01 European Commission interpretative communication dated
10 November 2020, as provided by Law 3556/2007 and the relevant announcements of the Hellenic
Capital Market Commission and the Athens Stock Exchange (the “ESEF Regulatory Framework”). In
summary those criteria require, inter alia, that:
- All annual financial reports shall be prepared in XHTML format.
- With regard to the consolidated financial statements prepared in accordance with the
International Financial Reporting Standards, the financial information included in the Statement
of Total Comprehensive Income, in the Statement of Financial Position, in the Statement of
Changes in Equity, the Statement of Cash Flows, as well as financial information included in the
notes to the financial statements shall be tagged with XBRL mark-up (“XBRL tags” and “block
tag”) in accordance with ESEF Taxonomy, as currently in force. The technical specifications of
ESEF, including the related taxonomy, are included in 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 31 December 2025, in
accordance with the Applicable Criteria, and for such internal controls that Management determines
that are 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 in relation to the evaluation of the Underlying Subject Matter,
on the basis of our work performed that is described below in the section “Scope of work performed”.
Our work was performed in accordance with the International Standard on Assurance Engagements
3000 Revised) “Assurance engagements other than audits or reviews of historical financial
information” (hereinafter “ISAE 3000”).
ISAE 3000 requires that we design and perform our work so as to obtain reasonable assurance for the
evaluation of the Underlying Subject Matter against Applicable Criteria. As part of the assurance
procedures, we assess the risk of material misstatement of the information related to the Underlying
Subject Matter.
We believe that the evidence we have obtained is sufficient and appropriate and provide a basis for
our conclusion expressed in this assurance report.
Professional ethics and quality management
We are independent of the Company and the Group, during the whole period of this engagement and
we have complied with the requirements of the International Code of Ethics for Professional
Accountants issued by the International Ethics Standards Board for Accountants (IESBA Code), the
ethical and independence requirements of Law 4449/2017 and EU Regulation 537/2014.
8
Our audit firm applies the International Standard on Quality Management 1 (ISQM 1), “Quality
Management for firms that perform audits or reviews of financial statements, or other assurance or
related services engagements” and accordingly, maintains a comprehensive system of quality
management, including documented policies and procedures regarding compliance and ethical
requirements, professional standards and applicable legal and regulatory requirements.
Scope of work performed
Our assurance work covers exclusively the objectives set out included in the Decision No 214/4/11-
02-2022 of the Board of Hellenic Accounting and Auditing Oversight Board (HAASOB) and in the
“Guidelines in connection with the work and the assurance report of the Certified Public Accountants
on the European Single Electronic Format (ESEF) of issuers with trading securities listed in a
regulated market in Greece” dated 14/02/2022, as issued by the Institute of Certified Public
Accountants, in order to obtain reasonable assurance that the separate and consolidated financial
statements of the Company and the Group that were prepared by management, comply in all
material respects with the Applicable Criteria.
Inherent limitations
Our assurance work covered the objectives set out in the section “Scope of work performed” in order
to obtain reasonable assurance on the basis of the procedures described. In this context, our work
performed could not provide absolute assurance that all the matters that could be considered as
material weaknesses will be revealed.
Conclusion
Based on the procedures performed and the evidence obtained, we conclude that the separate and
the consolidated financial statements of the Company and the Group for the year ended 31
December 2025 prepared in XHTML format as well as the XBRL file (213800DX7SOSSEJBS561-2025-
12-31-1-el.zip) with the appropriate tagging on the abovementioned consolidated financial
statements, including the notes to the financial statements, are prepared, in all material respects, in
accordance with the Applicable Criteria.
Athens, 2 April 2026
The Certified Public Accountant
Theodoros K. Tasioulas
Reg. No. SOEL: 41061
Deloitte Certified Public Accountants S.A.
3a Fragokklisias & Granikou str., 151 25 Marousi
Reg. No. SOEL: E. 120
Certified true translation of the original in the Greek language
Theodoros K. Tasioulas
Certications by Members of the Board of Directors
for the year 2025
9
B. Certifications by Members of the Board of Directors
according to art.4 par.2 of L.3556/2007
We, the members of the Board of Directors of “DIMAND SOCIETE ANONYME – DEVELOPMENT AND
EXPLORATION OF REAL ESTATE AND CONSTRUCTIONS, SERVICES AND HOLDING" (hereinafter the
“Company”), under our abovementioned capacity, certify that to the best of our knowledge:
a) The Consolidated and Separate Financial Statements for the year ended December 31, 2025 have
been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the
European Union and present honestly and accurately the information included in Statement of Financial
Position, Statement of Comprehensive Income, Statement of Changes in Equity and Cash Flow Statement of
the Company, as well as of the companies included in the consolidation (hereinafter the "Group"), in
accordance with article 4 of Law 3556/2007 and the decisions of the Board of Directors of the Hellenic Capital
Market Commission.
b) The Board of Directors Annual Report accurately presents the evolution, the performance and the
position of the Company and of the companies included in the consolidation, including the description of the
main risks and uncertainties they face.
Maroussi, 02.04.2026
The certifiers,
The Vice Chairman of the BOD
and CEO
The Deputy CEO
The Executive Member of the
BOD
Dimitrios Andriopoulos
Nikolaos-Ioannis Dimtsas
Anna Chalkiadaki
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
10
C. Annual Report of the Board of Directors
“DIMAND SOCIETE ANONYME – DEVELOPMENT AND EXPLORATION OF REAL ESTATE AND
CONSTRUCTIONS, SERVICES AND HOLDING”
on the Consolidated and Separate Financial Statements for the year 2025
Dear Shareholders,
The present Report of the Board of Directors of the Company “DIMAND SOCIETE ANONYME –
DEVELOPMENT AND EXPLORATION OF REAL ESTATE AND CONSTRUCTIONS, SERVICES AND HOLDING”
(hereinafter the "Company") relates to the financial year 2025 and has been prepared in accordance with the
relevant provisions of Law 4548/2018, as amended, Law 3556/2007 and the implementing decisions of the
Hellenic Capital Market Commission issued thereon.
FINANCIAL POSITION OF THE GROUP
As of 31.12.2025 and following exits and the investments carried out by the Group during the fiscal year in
accordance with its investment plan, the Group's total portfolio, included 8 investment projects (31.12.2024:
7 investment projects) in various stages of completion, in urban areas throughout Greece, with office,
residential and hotel complexes, logistics facilities as well as mixed-use projects, with a total fair value of
€172,305,892
1
(31.12.2024: €141,784,782) and a total estimated Gross Development Value (GDV) at
completion of €964,348,452 (31.12.2024: €610,350,278), based on the valuations of independent certified
valuers.
Properties held by the Group as of 31.12.2025 relate to the following:
• A plot of land of c. 2,082 sq.m. and the existing multi-storey building of c. 11,653 sq.m., in the Municipality
of Athens, owned by the subsidiary Random S.M.S.A.. The Group implemented the business development
plan for the project, which provided for the renovation and upgrading of the property into a bioclimatic
building of modern offices, for the purpose of lease. On 27.06.2025, following the completion of the works
on the property, the final lease agreement signed with a well-known Greek company for the entirety of
the developing office complex.
• A plot of land with a total surface area of c. 560 sq.m. after the horizontal properties thereon of the
existing multi-storey building of c. 4,778 sq.m. in the Municipality of Athens and specifically in Omonia
Square, which is owned by the subsidiary Dorou Residencies S.M.S.A.. On 27.02.2025, the notarial deed
for the establishment of the subsidiary Dorou Residencies S.M.S.A., the owner of Building A of «MINION»,
was signed in the context of the partial demerger plan of the company Alkanor S.M.S.A.. According to the
1
A fair value of €2,283,765 relating to Bozonio S.M.S.A. is not included. Bozonio S.M.S.A. entered into a lease agreement for c. 2,018 sq.m.
of office space in Thessaloniki.
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
11
business plan, the development of a residential complex is planned, with the purpose of selling and/or
lease.
• A plot of land of c. 1,304 sq.m., in the Municipality of Piraeus, which is owned by the subsidiary Piraeus
Regeneration 138 S.M.S.A.. The Group has prepared a business plan for the investment property, which
envisages the construction of a hotel complex of 97 apartments with a total area of c. 6,170 sq.m. for the
purpose of lease.
• A plot of land with a total area of c. 355,648 sq.m., located at the 15th kilometer of Thessaloniki–Edessa,
formerly owned by the company "BALKAN REAL ESTATE S.A.". The owner of the property is the subsidiary
Agchialos Estate S.M.S.A.. According to the business plan, the development of a Logistics complex with a
total area of c. 120,000 sq.m. is planned, which will be the largest Logistics hub in Northern Greece.
Additionally, photovoltaic panels are planned to be installed on the roof of the facilities for energy
production, following the completion of a special study. On 28.01.2026, the building permit was issued
for the development of Phase A of the project, with a total above-ground construction area of c. 56,798
sq.m..
• A plot of land, with a complex of industrial buildings, located on 26th October Street, Thessaloniki (former
complex of the old FIX factory "FIX Complex"), with a total surface area according to the title deed of c.
17,706 sq.m., which is owned by the subsidiary Filma Estate S.M.S.A.. The subsidiary proceeded with the
establishment of two vertical property divisions of the aforementioned plot in order to achieve its optimal
utilization and exploitation. On 07.08.2025, the subsidiary S.M.S.A. proceeded with the sale of one vertical
property with a total area of 6,900 sq.m., included listed buildings with a total area of 7,715.90 sq.m., to
the the Ministry of Culture, which had designated the said property as a “historic listed monument”. The
transfer was executed pursuant to Ministerial Decision No. 330247/2025 (Government Gazette B’
3971/25.07.2025). According to the business plan, the development of the property includes the
construction of a mixed-use tourist complex comprising hotel and residential uses, with a total area of
51,450 sq.m..
• Industrial complex (former premises of the factory of "Athens Papermill") on a plot of land of c. 49,340
sq.m. located on Hartergakon street, Iera Odos and Agios Polykarpou street of Botanikos, in the block 35
of the Municipality of Athens, which is owned by the subsidiary IQ Athens S.M.S.A.. According to the
business plan, a modern mixed-use complex is developed in accordance with the standards of the LEED
certificate for bioclimatic buildings of high energy class.
• Four land plots with a total area of 936,264 sq.m., located in Nea Sevastia in the Municipality of Drama,
which were acquired by the subsidiary Dramar S.M.S.A.. On 01.08.2025, in execution of the notarial
preliminary agreement dated 26.05.2022 and its extensions, the subsidiary proceeded with the
acquisition of the fourth and final plot, of c. 632,226 sq.m..
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
12
• A land plot of a total area of c. 345,567 sq.m., located in Gournes, Municipality of Hersonissos, Heraklion,
Crete. According to the business plan, the construction of a mixed-use tourist complex is planned,
comprising hotel, residential, and retail uses, with a total area of c. 58,885 sq.m..
Also, as of 31.12.2025, the total portfolio of joint ventures in which the Group participated included 5
investment projects (31.12.2024: 6 investment projects) in various stages of completion, in urban areas
throughout Greece, with office as well as mixed-use projects with a total fair value of €175,230,363
(31.12.2024: €194,102,146) and a total estimated Gross Development Value (GDV) at completion of
€393,057,230 (31.12.2024: €413,344,750), based on the valuations of independent certified valuers.
Based on the above, as of 31.12.2025, the total number of investment projects under management (Assets
under Management - AUM) of the Group (through subsidiaries and joint ventures) amounted to 13
(31.12.2024: 13) with a total fair value of €347,536,255
1
(31.12.2024: €335.886.928) and a total estimated Gross
Development Value (GDV) at completion of €1,357,405,682 (31.12.2024: €1,023,695,028), based on the
valuations of independent certified valuers.
For the structure of the Group, as well as the interests in subsidiaries and joint ventures, refer to notes 10
and 11 of the Annual Financial Statements.
During the fiscal year 2025 the following changes occurred in the Group’s structure:
On 27.02.2025, the notarial deed for the establishment of the subsidiary Dorou Residencies S.M.S.A., the
owner of Building A of «MINION», was signed in the context of the partial demerger plan of the company
Alkanor S.M.S.A. and the separation of the residential from the commercial development of the project.
On 04.08.2025, the Group through its subsidiary Arcela Investments Ltd proceeded with the establishment of
the subsidiary Terra Athena S.M.S.A..
On 10.09.2025, the Group through its subsidiary Arcela Investments Ltd proceeded with the acquisition of
100% of the share capital of the company Gournes Anaptyxi kai Diacheirisi Akiniton S.M.S.A., refer to note 10
of the Annual Financial Statements.
On 04.12.2025, the subsidiary of the joint venture Cante Holdings Ltd, Emid Ltd, proceeded with the sale of
the remaining 10% share of its participation in the company Rinascita S.A., refer to note 11 of the Annual
Financial Statements.
On 30.12.2025, the Group through its subsidiary Arcela Investments Ltd proceeded with the sale of its
participation (100%) in the subsidiary Alkanor S.M.S.A., refer to note 10 of the Annual Financial Statements.
1
A fair value of €2,283,765 relating to Bozonio S.M.S.A. is not included. Bozonio S.M.S.A. entered into a lease agreement for c. 2,018
sq.m. of office space in Thessaloniki.
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
13
Finally, the subsidiaries Propela S.M.S.A., Perdim S.M.S.A., Terra Attiva S.M.S.A., Arcela Finance Ltd, Dimand
Cyprus Ltd and Dimand Real Estate and Services EOOD were liquidated and terminated during the fiscal year
2025.
The key figures in the Statement of Financial Position for the Group are as follows:
31.12.2025
31.12.2024
Variance (%)
Investment property
174,589,657
141,784,782
23%
Investments in joint ventures accounted for using the
equity method
96,350,456
87,061,019
11%
Cash and cash equivalents
50,053,021
38,265,299
31%
Borrowings
98,969,920
73,844,900
34%
Equity attributable to shareholders of the parent company
206,141,431
172,609,053
19%
SIGNIFICANT EVENTS IN 2025
A. Corporate events
Pursuant to the resolution of the Annual General Meeting dated 17.06.2025, a new Share Buyback Program
was approved for any purpose and use permitted under the applicable legislation, for a period of twelve (12)
months from the expiration date of the Program already in force, namely for a period of twelve (12) months
commencing on 22.06.2025 and remaining valid until 22.06.2026. Within the framework of this share buyback
program, the Company acquired, during the period from 22.06.2025 to 31.12.2025, treasury shares
amounting to 29,376 shares with a total value of €299,988, including acquisition costs. As of 31.12.2025, the
Company holds 79,084 treasury shares, representing approximately 0.42% of the Company’s total share
capital.
B. Investments
On 11.04.2025, the Group proceeded with the acquisition, subject to conditions, of properties located in Attica
and Crete. More specifically, it was agreed as follows:
a) The acquisition of 100% of the share capital of the company Gournes Anaptyxi kai Diacheirisi Akiniton
S.M.S.A., owner of a landplot, of a total area of 345,567 sq.m. located in Gournes, Municipality of Hersonissos,
Heraklion, Crete (with building potential area of c. 58,885 sq.m., for mixed-use tourist development).
b) The acquisition of 100% of the share capital of the companies Kantza Emporiki S.M.S.A. and Kantza S.M.S.A.
Anaptyxi Diacheirisi and Ekmetalleusis Akiniton, owners of landplots, of a total area of c. 318,901 sq.m. located
at Camba Estate, Municipalities of Paiania and Pallini, Attica (with a maximum built-up area of c. 90,000 sq.m.
of mixed use buildings, out of which c. 3,729 sq.m. relate to existing listed buildings).
c) The acquisition of a landplot of total area of c. 4,415 sq.m. (with a buildable area of c. 1,800 sq.m. of
residential buildings) and of a landplot of total area of c. 1,324 sq.m. with a listed residence of 685 sq.m.. The
two landplots are located in the area of Trigono Cambas, Municipality of Pallini, Attica.
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
14
Following the above-mentioned agreement dated 11.04.2025, on 10.09.2025, the Group through its
subsidiary Arcela Investments Ltd proceeded with the final acquisition of 100% of the share capital of the
company Gournes S.M.S.A. for a consideration of €40,050,089, of which €1,995,000 had been paid as an
advance within the fiscal year 2025. Moreover, in February 2026, the Group through its subsidiary Arcela
Investments Ltd proceeded with the final acquisition of 100% of the share capital of the company Kantza
Emporiki S.M.S.A. for a consideration of €44,637,349, out of which €7,226,350 had been paid as an advance
until 31.12.2025. Also, the subsidiary Thomais Akinita S.M.S.A. proceeded with the acquisition of a landplot of
an area of c. 4,415 sq.m. and of a landplot of an area of c. 1,324 sq.m. with a listed residence of 685 sq.m., for
a consideration of €1,173,000, out of which €58,650 had been prepaid during the fiscal year 2025.
On 13.05.2025, the subsidiary Dorou Residencies S.M.S.A. in the context of the optimal use and development
of Building A of the property «MINION» proceeded with the lease of six horizontal properties with a total area
of c. 193 sq.m.. The lease term was determined to be 18 years, and the total rent amounted to €525,000,
which was paid in advance for the entire lease term. Also, on 30.06.2025 the subsidiary Dorou Residencies
S.M.S.A. proceeded with the acquisition of one more horizontal property of 26.6 sq.m. for a consideration of
€40,000 plus expenses of €2,052.
On 13.05.2025, the subsidiary Lavax S.M.S.A. proceeded with the signing of an amendment to the sublease
agreement regarding the rent. The subsidiary holds the right to use, under a long-term lease, a four-story
building with a total area of c. 3,153 sq.m. in central Athens, on Apellou Street.
On 01.08.2025, the subsidiary Dramar S.M.S.A., in execution of the notarial preliminary agreement dated
26.05.2022 and its extensions, proceeded with the acquisition of the fourth and final plot of land, with a total
area of c. 632,226 sq.m. in the area of Nea Sevastia, Drama, for a consideration of €4,720,000 plus expenses
of €1,060,691.
On 07.08.2025, the subsidiary Filma S.M.S.A. proceeded with the sale of part of the plot it owned in the
complex of industrial buildings of the former FIX Brewery, located on 26th October Street in Thessaloniki.
More specifically, the subsidiary proceeded with the sale of one vertical property with a total area of 6,900
sq.m., included listed buildings with a total area of 7,716 sq.m., to the the Ministry of Culture, which had
designated the said property as a “historic listed monument”. The transfer was executed pursuant to
Ministerial Decision No. 330247/2025 (Government Gazette B’ 3971/25.07.2025) with a consideration of
€8,232,000.
On 15.09.2025, the subsidiary Bozonio S.M.S.A. proceeded with the signing of a private lease agreement for
a three-storey leased building of c. 2,018 sq.m. in western Thessaloniki for exploitation purposes.
On 30.12.2025, the Group through its subsidiary Arcela Investments Ltd, proceeded with the sale of its 100%
stake in the subsidiary Alkanor S.M.S.A., for a consideration of €36,734,365, refer to note 10 of the Annual
Financial Statements.
The Group, during the fiscal year 2025 completed the aforementioned sales of its participations and its
investment properties and realized a total gain of €13,300,308 from these transactions. Specifically, the line
item “Fair value gains on investment property” includes an amount of €6,658,954, due to the measurement
of investment properties at fair value at the time of their disposal. Moreover, the line item “Gain on disposal
of subsidiaries and joint ventures” includes an amount of €6,082,145, due to the difference between the
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
15
consideration received and the net asset value of the subsidiaries and joint ventures that were transferred.
Finally, the line item “Gain on disposal of investment property” includes amount of €559,209, due to the
difference between the consideration received and the fair value of the investment property which was sold.
C. Financing
On 31.01.2025 and 20.03.2025, the Company proceeded with repayment of an amount of €1,000,000 and
€5,000,000 to Eurobank S.A. and Alpha Bank S.A., respectively, in the context of existing open current
accounts. As of 31.12.2025, the outstanding balance of the open current account with Alpha Bank S.A.
amounts to €1,000,000, while the outstanding balance of the open current account with Eurobank S.A. is zero.
On 11.04.2025, the Group, through its subsidiary Random S.M.S.A., proceeded with the signing of the
amendment of the existing Common Bond Loan Agreement of an amount of €13,700,000, regarding the
construction completion date, the date of calculation of the financial covenants, the availability period, as well
as the loan repayment schedule.
On 09.07.2025, the Group, through its subsidiary Hub 204 S.M.S.A., proceeded with the signing of an open
current account with Alpha Bank S.A. for an amount of up to €2,000,000, which was fully disbursed.
On 28.08.2025, the Company entered into a Common Bond Loan Agreement with Optima Bank S.A., as a
bondholder for an amount of up to €50,000,000. The purpose of the Bond Loan Agreement is the financing
of specific transactions through funding of the Group’s own participation and the financing of the Company’s
working capital needs. As of 31.12.2025, bonds with a value of €5,400,000 had been issued, while as of the
date of this report, bonds with a total value of €47,575,000 have been issued.
On 05.09.2025, the Company entered into a Common Bond Loan Agreement with Eurobank as a bondholder,
for an amount of up to €50,000,000, for the purpose of covering general business needs. As of 31.12.2025
and up to the date of this report, bonds with a total value of €39,900,000 have been issued.
FINANCIAL PERFORMANCE OF THE GROUP
The revenue of the Group for the fiscal year 2025 amounted to €59,867,865 from €28,423,718 in the previous
year, representing an increase of 111%. The table below presents the revenue by category:
From 01.01 to
31.12.2025
31.12.2024
Variance (%)
Revenue from project management
1,970,290
1,991,618
(1%)
Revenue from maintenance services
4,189,712
3,888,634
8%
Revenue from construction
48,420,633
15,483,342
213%
Revenue from sales of residential houses
-
4,000,000
(100%)
Revenue from consulting services
397
1,150,000
(65%)
Rental income
4,780,563
1,690,623
183%
Other revenue
109,667
219,501
(50%)
Total revenue
59,867,865
28,423,718
111%
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
16
The increase in the Group's revenue is mainly attributed to the increase in revenue from construction projects
and rental income. More specifically, the Group, through its subsidiaries Hub 204 S.M.S.A. and Citrus S.M.S.A.
provides construction services in the context of turnkey property according to client specifications, namely
the Judicial Buildings Financing Fund of the Ministry of Justice (hereinafter referred to as " TAHDIK") and the
Black Sea Trade and Development Bank, respectively, and also in the context of the project agreement for the
reconstruction of the building owned by IOVIS S.M.S.A. at 4 Korai and 30 Stadiou Streets, in accordance with
the specifications of Piraeus Bank. During 2025, significant progress was made in construction works,
resulting in a significant increase in revenue from construction projects, while at the same time the
construction of the Black Sea Trade and Development Bank property in Thessaloniki was completed. Finally,
rental income amounted to €4,780,563 from €1,690,623 in the previous fiscal year due to the full leasing of
the properties of the subsidiaries Alkanor S.M.S.A. and Random S.M.S.A.. During the fiscal year 2025, there
were no revenue from the sales of residential houses, which amounted to €4,000,000 in the previous fiscal
year.
The Group’s fair value gains on investment property for the fiscal year 2025 amounted to €30,357,153 from
€11,308,662 during the corresponding fiscal year 2024. The increase is mainly attributable to the fair value
measurement of the investment property acquired during the fiscal year 2025.
Additionally, during fiscal year 2025, the Group recorded a gain on disposal of investment in subsidiaries and
joint ventures, which amounted to €6,082,145 from €14,880,230 during the corresponding fiscal year 2024.
The Group’s operating expenses for the fiscal year 2025 amounted to €59,129,333 from €31,713,983 during
the corresponding fiscal year 2024. The increase in the Group’s operating expenses is mainly attributable to
the construction cost of an amount of €41,266,372 (2024: €14,462,603) within the framework of undertaking
project contracts (refer above for details).
As a result, the Group's operating profits for 2025 increased by 70%, amounting to €39,361,260 from
€23,125,673 during the corresponding fiscal year 2024.
The Group’s finance expenses for 2025 amounted to €3,284,144 from €3,139,766 during the corresponding
fiscal year 2024.
The Group’s share of profit of investments accounted for using the equity method for the fiscal year 2025
amounted to €5,515,025 from €34,471,092 during the corresponding fiscal year 2024. It should be noted that
in the previous fiscal year, the 65% stake in Skyline S.A. was acquired by the joint venture P and E Investments
S.A..
The Group’s profit before tax for 2025 amounted to €42,039,711 from €54,536,863 during the corresponding
fiscal year 2024. Respectively, the Group’s profit for 2025 amounted to €35,047,355 from €51,475,281 during
the corresponding fiscal year 2024.
The Group's profit before tax for the fiscal year 2025 attributable to the shareholders of the parent company
amounted to €40,865,341, representing an increase of 2% (2024: €40,027,337). Respectively, the Group's net
profit for the fiscal year 2025 attributable to the shareholders of the parent company amounted to
€33,872,985 from €36,965,755 during the corresponding fiscal year 2024.
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
17
The main figures of the Statement of Comprehensive Income for the Group are as follows:
From 01.01 to
31.12.2025
31.12.2024
Variance
(%)
Revenue
59,867,865
28,423,718
111%
Fair value gains on investment property
30,357,153
11,308,662
168%
Operating profit
39,361,260
23,125,673
70%
Profit before tax attributable to shareholders of the parent
company
40,865,341
40,027,337
2%
Profit after tax attributable to shareholders of the parent
company
33,872,985
36,965,755
(8%)
KEY PERFORMANCE AND EFFECTIVENESS MEASUREMENT INDICATORS (ESMA)
In the context of the implementation of the Guidelines “Alternative Performance Measures” of the European
Securities and Markets Authority (ESMA/2015/1415el) which apply from 03.07.2016, the Group’s Management
measures and monitors the Group’s performance based on the following Alternative Performance Measures
(APMs) which are used internationally in the sector in which the Group operates. The Management evaluates
the Group’s results and performance at regular intervals identifying deviations from the objectives in a timely
and effective manner and taking corrective actions.
Earnings before interest, taxes, depreciation and amortization (EBITDA)
From 01.01 to
31.12.2025
31.12.2024
Profit before tax
42,039,711
54,536,864
Plus: Depreciation and amortization of tangible and intangible assets
731,274
427,568
Plus: Net finance expenses
2,836,574
3,059,902
Earnings before interest, taxes, depreciation and amortisation
(EBITDA)
45,607,559
58,024,333
Earnings before interest, taxes, depreciation and amortisation
(EBITDA) attributable to Shareholders of the parent company
44,433,189
43,514,807
Adjusted Return on Equity - ROE:
From 01.01 to
31.12.2025
31.12.2024
Net profit attributable to shareholders of the
parent company
33,872,985
36,965,755
Plus: Deferred tax for the year
6,225,183
3,058,914
Adjusted net profit
40,098,168
40,024,669
Average shareholders’ equity attributable to the
Company’s shareholders (adjusted)
198,888,121
160,161,461
Adjusted ROE
20%
25%
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
18
During the current fiscal year, the Group modified the presentation of the Return on Equity (ROE) indicator.
The Adjusted Return on Equity (adjusted ROE) is presented thereon. The Group’s management considers that
the Group’s capital efficiency is more accurately reflected through the adjusted indicator, as the exclusion of
deferred taxes provides a more representative view of the Group’s operational performance. Comparative
figures for the previous fiscal year have been restated for comparability purposes.
Net Asset Value - NAV:
31.12.2025
31.12.2024
Total equity attributable to shareholders of the parent company
206,141,429
172,609,053
(Minus): Deferred tax asset
(625,468)
(431,603)
Plus: Deferred tax liability
11,986,636
8,096,192
Net Asset Value
217,502,597
180,273,642
Net Debt/Total Assets:
31.12.2025
31.12.2024
Debt
98,969,920
73,844,900
(Minus): Cash and cash equivalent
(50,053,021)
(38,265,299)
(Minus): Restricted cash
(3,326,710)
(2,023,850)
Net Debt (a)
45,590,189
33,555,751
Total Assets (b)
365,766,361
299,846,266
Net Debt / Total Assets (a/b)
12%
11%
Net debt / Investment property (Net LTV):
31.12.2025
31.12.2024
Outstanding capital of borrowings
95,534,936
73,078,000
(Minus): Cash and cash equivalent
(50,053,021)
(38,265,299)
(Minus): Restricted cash
(3,326,710)
(2,023,850)
Net Debt (a)
42,155,205
32,788,851
Investment properties
174,589,657
141,784,782
Net LTV (a/b)
24%
23%
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
19
DESCRIPTION AND MANAGEMENT OF THE KEY UNCERTAINTIES AND RISKS
During 2025, the Greek economy continued its positive trajectory, recording strong fiscal performance. Both
in the Eurozone and in Greece, inflation slightly decreased to levels below 3%, while Euribor interest rates
simultaneously eased to around 2%.
Although the Greek economy entered 2026 with stronger growth momentum, the recent (Feb-2026)
geopolitical turmoil from the war in the Middle East and its effects on the energy sector threaten to trigger a
new cycle of rising inflation and interest rates, with adverse consequences.
Management continuously monitors developments in the macroeconomic and financial environment in
Greece, taking into account international economic conditions, with the aim of timely implementing measures
to mitigate any potential adverse effects on the Group’s operations. After reviewing the current financial
information of the Group and the Company, as well as future obligations, agreements, and prospects, and
considering the impact of the macroeconomic environment, management believes that the outlook for the
Group and the Company is positive and that both the Group and the Company have the ability to continue
their operations without disruption in accordance with their business plan. As a result, the annual
Consolidated and Separate Financial Statements have been prepared on the basis of the going concern
assumption.
A. Financial risk factors
The Group and the Company are exposed to financial risks such as market risk, credit risk and liquidity risk.
Financial risks are managed by the Management of the Group and the Company. The Group and Company
Management identifies, evaluates and takes measures to hedge against financial risks.
a) Market risk
i) Price risk
The Group and the Company are indirectly exposed to price risk related to financial instruments to the extent
that the value of subsidiaries and/or joint ventures fluctuates due to changes in the value of the underlying
assets (real estate).
The operation of the real estate market involves risks associated with factors such as the geographical location
and commerciality of the property, the general business activity in the area and the type of use in relation to
future developments and trends. These factors individually or in combination can result in a commercial
upgrading or downgrading of the area and the property with a direct impact on its value.
In addition, fluctuations in the economic climate may affect the return-risk relationship that investors are
seeking for and may lead them to seek other forms of investment, resulting in adverse 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 and the Company focus their investment activity on areas and categories of real estate for which
there is increased demand and commerciality at least in the medium term based on current data and
forecasts.
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
20
The Group closely monitor and evaluate developments in the real estate market, and its properties are valued
by independent certified valuers.
The successful management and utilization of the Group’s portfolio of investment projects depends on
macroeconomic developments in Greece and the international markets (to the extent that the latter affect
the prevailing conditions in Greece), which in turn have the potential to influence the domestic banking sector
and the prevailing trends and conditions in the domestic real estate market. Any extreme adverse changes in
macroeconomic conditions as a consequence of geopolitical, health or other developments, may adversely
affect the time plan of development, cost of development, cost of borrowing, value and disposability of the
properties and, therefore, the Group’s business activity, fair values of the properties, cash flows and Group’s
financial position.
At the level of the domestic real estate market, the sharp increase in inflation and any further increase in
interest rates as a consequence of the above, potentially adversely affects both the cost of construction of
the projects as well as the cost of capital (debt and equity) required for the development of new projects, as
well as the fair value of the properties, to the extent that these macroeconomic variables are used as inputs
in the valuation.
ii) Cash flow risk and risk of changes in fair value due to changes in interest rates
Interest rate risk arises from the Group’s and the Company’s long-term debt. The Group’s and the Company’s
long-term debt on 31.12.2025, includes floating interest rate loans, refer to note 18 of the Annual Financial
Statements, and therefore the Group and the Company are exposed to the risk of changes in fair value due
to changes in floating interest rates and cash flow risk. The Group’s borrowing as of 31.12.2025 amounted to
€67,130,447, out of which the amount of €22,319,588 (2024: €41,938,708) relates to the balances of floating
rate bond loans of the subsidiaries IQ Athens S.M.S.A. and Random S.M.S.A. and amount of €44,810,859 (2024:
10,206,027) relates to the Company's bond loan.
If the borrowing rate, for the loans bearing floating interest rates, had increased/decreased by 1% during the
fiscal year 2025, while all other variables remaining constant, the Group’s profit or loss for 2025 would have
decreased/increased, respectively, by c. €671,304 (31.12.2024: €419,387), while the Company’s profit or loss
for 2025 would have decreased/increased, respectively, by €448,109 (2024: €0). The above sensitivity analysis
has been calculated using the assumption that the balance of the Group’s and the Company’s debt as of
31.12.2025, was the balance of the Group’s and the Company’s borrowings throughout the fiscal year.
The Group’s policy is to minimise this exposure at all times by monitoring market developments with regard
to the interest rate framework and applying the appropriate strategy in each case. For those of the Group’s
long-term euro-denominated loans that are fixed-margin with a floating basis linked to Euribor, the Group
has studied the Euribor fluctuation curve over a five-year horizon during which no significant risk has arisen.
For protection against a potential increase in the base interest rate (Euribor), the Group companies, in
collaboration with the financial institutions that finance them, have introduced clauses in the loan agreements
that provide for the use of interest rate risk hedging products under certain conditions. It should be noted
that the Group has not used the aforementioned instruments to hedge interest rate risk for the fiscal years
2025 and 2024, as their use has not been deemed necessary.
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
21
In note 5.1 (c) of the Annual Financial Statements, an analysis is included detailing the contractual
undiscounted future cash flows from the borrowing of the Group and the Company.
iii) Foreign exchange risk
The Group and the Company operate in Europe, and the main part of their transactions are conducted in
euro. The Group and the Company as of 31.12.2025 did not hold significant amount of bank deposits in
foreign currencies therefore is not exposed to direct risk due to exchange rate fluctuations.
Therefore, due to the fact that transactions are mainly conducted in euro and there are no significant cash
reserves in currency other than the euro, there is no significant foreign exchange risk for the Group and the
Company.
b) Credit risk
The credit risk of the Group and the Company as of 31.12.2025, arises from the Group’s and the Company’s
cash and cash equivalents, receivables mainly from customers, receivables from finance subleases and loans
granted to related parties. The Group's trade receivables mainly relate to the Company's trade receivables
from joint ventures and third parties. The Group and the Company by definition do not create significant
concentrations of credit risk. Contracts are made with customers with a reduced degree of loss. Management
continually assesses the creditworthiness of its customers and the maximum credit limits allowed.
For the Group’s and the Company’s receivables and loans and information on the relevant provision for
impairment made by the Group and the Company, refer to related note 13 of the Annual Financial Statements.
The expected credit losses on the Group’s and the Company’s cash and cash equivalents at the reporting date
are not material as the Group and the Company cooperate only with recognised financial institutions with
high credit ratings.
c) Liquidity risk
Regarding liquidity risk, the Group and the Company are exposed to liquidity risk due to the medium term (2-
4 years) commitments in relation to their investment program and financial liabilities. The Management of
the Group and the Company monitors on a regular basis, the liquidity of the Group and the Company, as well
as each time a future investment and/or project is considered, to ensure that the required liquidity is available
in a timely manner. The Group and the Company manage the risks that may arise from a lack of sufficient
liquidity by ensuring that there are always secured bank facilities available for use, access to investment funds,
but also prudent cash management.
In note 5.1(c) of the Annual Financial Statements, as of the reporting date, the contractual undiscounted future
cash flows for the Group and the Company arising from financial liabilities are presented.
B. Capital Management
The Group’s and the Company’s objective in terms of capital management is to ensure the Group’s and the
Company’s ability to continue their operations profitably, providing a satisfactory return to shareholders and
ensuring an optimal capital structure.
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
22
Management monitors external capital in relation to equity. In order to achieve the desired capital structure,
the Group and the Company may adjust dividends, return capital, or issue new shares.
The gearing ratio as at 31.12.2025 and 31.12.2024 is presented below.
Group
Company
31.12.2025
31.12.2024
31.12.2025
31.12.2024
Total debt
98,969,920
73,844,900
62,975,032
23,223,642
Minus: Cash and cash equivalents
(50,053,021)
(38,265,299)
(2,766,148)
(21,028,443)
Minus: Restricted cash
(3,326,710)
(2,023,850)
-
-
Net Debt
45,590,189
33,555,751
60,208,884
2,195,199
Equity attributable to shareholders of the
parent company
206,141,431
172,609,053
226,270,709
189,475,685
Total capital employed
251,731,620
206,164,803
286,479,593
191,670,884
Gearing ratio
18%
16%
21%
1%
NON-FINANCIAL INFORMATION
CORPORATE GOVERNANCE AND SUSTAINABLE DEVELOPMENT (ESG)
Corporate governance and sustainable development are an integral part of all the Group’s activities. The
Group is committed to a strong set of core values that guide its business practices and serve as guiding
principles underpinning its commitment to sustainable business operations, aligning its course with the
United Nations Sustainable Development Goals (UN SDGs). By integrating these values into daily practices
and decision making, the Group strives to create a positive impact on the environment, society and the
economy, and to contribute to building a better future for everyone.
Through rigorous implementation of policies, responsible governance, strict compliance measures and
thorough audits, the Group consistently strives to maintain best practices that meet sustainability
expectations.
Sustainable Development
The Group is recognized as a leader in the Greek market in the development of sustainable and “green”
buildings and focuses on mixed-use urban regeneration projects that enhance city resilience and create long-
term value for cities and communities. The Group’s approach goes beyond the implementation of individual
projects, emphasizing the broader and lasting impact each development has on the urban environment in
which it is situated.
To this end, the Group creates long-term value by integrating sustainability, innovation, and stakeholder
collaboration into its real estate developments. Through a resilient business model, the Group invests in
green infrastructure, urban regeneration, and high-energy-efficiency buildings, ensuring economic,
environmental, and social impact. By leveraging strategic partnerships, contemporary design, and sustainable
development practices, the Group contributes to the improvement of the urban landscape while maximizing
asset value and returns for stakeholders, aiming to create “the cities we want to live in”.
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
23
By adopting a disciplined cost structure in combination with diversified revenue streams, the Group’s
business model provides flexibility, effective risk management, and sustainable growth. These elements are
closely linked to the Group’s core competitive advantages, strengthening its market position and its ability to
respond effectively to changing economic, regulatory, and social conditions.
At the same time, the business model consistently reinforces the Group’s commitment to sustainable
development. Environmental and social factors are embedded throughout the decision-making and
operational framework, ensuring that the creation of environmental and social value is an integral part of
how the Group develops, invests, and operates.
The Group integrates responsible corporate governance, operational integrity, and meaningful stakeholder
engagement across the organization, embedding ESG principles into strategic decision-making and aligning
its priorities with the United Nations Sustainable Development Goals (SDGs). Since joining the UN Global
Compact in May 2024, the Group has reaffirmed its commitment to upholding human rights, maintaining
labor standards, protecting the environment, and combating corruption.
Corporate values
The core values are an integral part of the Group’s culture and business activities and reflect its belief that
responsible business is key to social welfare and development.
Excellence: The Group invests in continuous learning and development, empowering its people and fostering
new talent. Through expertise and commitment, the Group strives for excellence in every aspect of its
activities.
Innovation: The Group embraces innovation as a driving force for progress and leadership in the real estate
development sector. By adopting new practices and forward-looking innovative solutions, the Group
continues to set industry standards, among others through the implementation of landmark sustainable
development projects.
Quality: The Group approaches each project with particular attention and care, ensuring high standards of
execution and delivery. Its emphasis on quality enables the Group to create added value for clients and
communities, achieving high-performance results within schedule and budget.
Health and Safety: The Group is committed to providing a safe and healthy environment for its employees,
subcontractors, partners, and clients, operating in full compliance with the applicable regulatory framework
and integrating health and safety as a core priority across all its activities.
Environmental protection and responsibility: The Group integrates environmental responsibility at the
core of its development philosophy, systematically incorporating green building practices and internationally
recognized sustainability standards across all its projects.
Information security: The Group safeguards information and personal data, supporting its strategic
objectives while protecting the interests of clients, suppliers, and employees. Data security and privacy
protection constitute fundamental factors for maintaining trust and operational integrity.
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
24
Anti-Corruption and Anti-Bribery: The Group applies strict anti-corruption and anti-bribery standards,
ensuring the integrity of its operations and all relationships with stakeholders. Ethical conduct and
transparency constitute non-negotiable principles governing the way the Group conducts its business
activities.
Sustainable Development Strategy (ESG Strategy)
Sustainable development lies at the core of the Group’s business activity, as sustainability is reflected both in
the buildings it develops and in the way the Group operates as an organization. Within this framework, the
Group designs and delivers environmentally responsible and high-performance investment properties that
contribute to the creation of resilient and sustainable cities, while simultaneously integrating sustainability
principles into its internal processes, workplaces, and corporate governance systems.
The Group’s sustainability strategy focuses on creating long-term value for stakeholders, addressing risks and
impacts related to climate change, and strengthening a structured Environmental, Social and Governance
(ESG) framework. This strategy is implemented across two interrelated levels. At its core are the Group’s own
operations, where responsible practices, strong corporate governance, and robust compliance mechanisms
guide the way the organization operates. Building upon this foundation, the strategy extends to the cities and
communities shaped through the Group’s projects.
By combining sustainable development at the project level with responsible corporate practices, the Group
ensures that environmental protection, social responsibility, and sound corporate governance are
consistently integrated both within the organization and across the broader built environment, strengthening
a cohesive and holistic ESG approach. Overall, this approach is founded on three key pillars: Environmental
Protection, Social Responsibility, and Sound Corporate Governance.
Contribution to United Nations Sustainable Development Goals (SDGs)
The Group aligns its sustainability strategy with the United Nations Sustainable Development Goals (UN
SDGs), placing emphasis on those goals where its activities can generate the most meaningful and measurable
impact. Within this framework, the Group prioritizes goals related to sustainable cities and communities,
climate action, responsible use of natural resources, decent work, and strong corporate governance.
Through the development of green and resilient buildings, as well as large-scale urban regeneration projects,
the Group directly contributes to outcomes that enhance environmental performance, create social value,
and strengthen long-term economic resilience.
The Group contributes to the achievement of 9 Sustainable Development Goals (SDGs):
SDG
Contribution
Good health and well-being
Design and development of buildings that promote
human health and well-being.
Affordable and clean energy
Energy-efficient buildings through smart
technological solutions aiming to minimize
greenhouse gas emissions.
Decent work and economic growth
Contribution to the local economy by providing
direct and indirect employment opportunities.
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
25
Industry, innovation and infrastructure
Application of innovative technologies maximizing
the sustainability and resilience of buildings.
Sustainable cities and communities
• Development of “green” and sustainable
buildings.
• Revitalization of neighbourhoods and public
spaces / urban regeneration.
Responsible consumption and production
• Construction of environmentally friendly
materials.
• Responsible waste management practices.
Climate action
• Increase in the resilience of buildings to the
impacts of climate change.
• Use of low carbon building materials and
operational systems.
Life on land
Enhancement of urban biodiversity through the
development of buildings with green roofs and
pollinator gardens.
Partnerships for the goals
Participation in industry initiatives to promote the
sustainable development agenda.
Sustainability transparency
In 2025, the Group published the ESG Report for the period from 01.01.2024 to 31.12.2024. The report has
been prepared in accordance with the Global Reporting Initiative (GRI) Standards and has been aligned with
the Athens Stock Exchange (ATHEX) ESG Disclosure Guide 2022 and the Global Real Estate Sustainability
Benchmark (GRESB) Reporting Guide. For the period 1.1.2025 to 31.12.2025, the ESG Report is expected to be
published during the first half of 2026.
Moreover, the Group demonstrates a strong commitment to sustainability transparency through
participation in internationally recognised ESG assessment frameworks and capital‑market benchmarks.
During the period 2024-2025, the Group achieved a high performance in the GRESB Development Benchmark,
reflecting the structured integration of sustainability across development activities, governance, and
performance management.
In parallel, the Group attained a high ESG Transparency Score under the ATHEX ESG index, ranking among
the leading companies in the Greek market based on the Athens Stock Exchange’s ESG Disclosure Guide,
underscoring the Group’s commitment to clear, consistent, and high-quality ESG disclosure.
Moreover, the Group is recognized through a broad range of international and domestic awards that reflect
excellence across key areas of Group’s activity, including sustainable mobility, architecture and design,
business performance, and employee wellbeing.
Responsible and Resilient Supply Chain
The Group is committed to developing and maintaining a responsible and resilient supply chain that
prioritizes sustainability, ethical business conduct, and the creation of long-term value. This commitment is
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
26
implemented through comprehensive supplier selection criteria, rigorous evaluation processes, and
structured procurement practices, supported by compliance audits and digital monitoring tools.
By integrating Environmental, Social, and Governance (ESG) factors into procurement decisions and supplier
relationships, the Group ensures that its partners meet its standards for integrity, sustainability performance,
and responsible business conduct across the entire value chain.
Responsible sourcing is further reinforced through a structured procurement process and an annual supplier
evaluation system, under which suppliers are assessed based on ESG criteria, including environmental
performance, labour practices, product quality and safety, occupational health and safety, and compliance
with human rights standards.
In alignment with the guiding principles of ISO 20400, which promotes responsible procurement by
incorporating social, environmental, and ethical considerations into purchasing decisions, the Group
systematically embeds sustainability principles into the management of its suppliers.
Through close collaboration with suppliers who share common values and implement responsible practices
at all stages of the material lifecycle—from extraction and processing to transportation, use, and end-of-life
management—the Group enhances accountability, mitigates environmental and social risks, and ensures that
sustainability principles are incorporated at every stage of project execution.
Stakeholder Engagement
Stakeholder engagement is a fundamental pillar of Group’s strategic framework, enabling the systematic
identification and management of the expectations, needs, and concerns of all parties affected by the Group’s
activities. Through structured, transparent, and ongoing communication, the Group fosters constructive
relationships, builds trust, and proactively mitigates potential risks or conflicts throughout the lifecycle of its
projects.
Group applies a comprehensive and structured stakeholder engagement process that includes stakeholder
identification and analysis, engagement planning, communication, participation, feedback collection, and
reporting. This approach ensures that stakeholder perspectives are meaningfully integrated into strategic
decision-making and that the Group’s actions remain aligned with issues of highest relevance to each
stakeholder group, with particular emphasis on ESG-related performance and impacts.
Grounded in principles of integrity, accountability, and mutual respect, Group’s engagement practices are
based on open dialogue, active listening, and meaningful collaboration. This framework reinforces the
Group’s commitment to responsible and sustainable development, supporting long-term value creation while
responding to evolving stakeholders’ expectations and contributing positively to the communities in which it
operates.
The key stakeholder groups identified by the Group, which may directly or indirectly influence or be influenced
by its activities, either positively or negatively, are as follows:
• Employees
• Shareholders, Investors and capital and finance providers
• Tenants and clients
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
27
• Contractors, suppliers, and business partners
• Business consultants, technical advisors, and designers
• Government and regulatory authorities, local authorities
• Local communities, municipal authorities, and non-governmental organizations (NGOs)
• Rating agencies, banks, and financial institutions
• Academic and scientific community
• Wider society
The Group's key communication channels include press releases, publications, official announcements, as
well as financial and non-financial reports, which are made available through its official website
(https://dimand.gr/en/). Additionally, to ensure prompt response and interaction with stakeholders, meetings,
conferences, workshops, and targeted discussions are held whenever deemed necessary. Furthermore,
participation in events organized by regulatory, institutional, and other bodies provides valuable
opportunities for communication and exchange of views with stakeholder groups.
Double Materiality Assessment
The Group undertook in 2025 a voluntary Double Materiality Assessment to deepen its understanding of
environmental and social impacts and related risk exposure, strengthen strategic direction and long‑term
competitiveness, and further enhance the transparency and credibility of the Group’s sustainability
commitments. The applied methodological approach mirrors the principles of the European Sustainability
Reporting Standards (ESRS), encompassing two complementary lenses: impact materiality and financial
materiality.
The outcomes of the Double Materiality Assessment reflect the structured ESRS-aligned methodology applied
and provide a clear view of the sustainability matters most relevant to Group’s operations and stakeholders.
The results demonstrate that several topics carry double materiality, meaning they are material both in terms
of Group’s impacts on people and the environment and the financial implications these issues may have on
the Group.
Among these, climate change adaptation and mitigation, energy, biodiversity, working conditions (across
Group’s own workforce and the broader value chain), social inclusion of consumers and end-users, water,
waste, and corporate culture emerged as priority matters. Their classification as either impact-material,
financial-material, or both highlights how these sustainability topics influence our broader societal footprint
while also shaping financial resilience, operational performance, and long-term value creation.
E – Environment
- Sustainable and resilient living spaces
Group places the development of sustainable living spaces central to its mission of creating resilient,
future‑ready urban environments. The Group is committed to designing and delivering buildings that not only
withstand the impacts of climate change but also enhance the operational efficiency, long‑term value, and
overall experience of the people and businesses they serve. The Group’s approach integrates sustainability
principles from the earliest stages of concept development through construction and into ongoing asset
management, ensuring that every project contributes meaningfully to a climate‑resilient built environment.
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
28
The Group’s focus lies in reducing lifecycle emissions, sourcing construction materials responsibly, and
promoting high standards of energy and water efficiency throughout a building’s operational phase. By
embedding these practices into each stage of the development process, Group strengthens the adaptive
capacity of its assets and supports the sustainable growth of the communities in which it operates. Group’s
extensive portfolio of green‑certified projects reflects this commitment in practice, demonstrating our ability
to combine technical excellence with environmentally conscious design.
Sustainable development efforts are guided by the Sustainable Development Policy through which the Group
commits to integrate sustainable development principles across the full asset lifecycle (planning, design,
construction, and operation) prioritizing innovative, low‑impact solutions that reduce the environmental
footprint of buildings and urban interventions. To this end, we apply the Leadership in Energy and
Environmental Design (LEED) framework—the world’s most widely recognized green building rating system—
as our primary benchmark for sustainable design and construction excellence. Guided by this framework, we
pursue a portfolio strategy that prioritizes the highest certification levels—LEED Gold and LEED Platinum—,
ensuring that our assets consistently demonstrate superior environmental performance, long‑term resilience
and strong appeal to institutional investors and high‑quality tenants.
By the end of 2025, the Group had developed or managed projects that collectively received 25 LEED
certifications, including 5 LEED Platinum, 18 LEED Gold, and 2 LEED Silver certifications, reflecting the Group’s
strong commitment to internationally recognized standards for sustainable, high-performance buildings.
Notably, 6 of these 25 certifications were achieved during 2025, corresponding to approximately 75,000 sq.m.
of newly certified space. The Group is a market leader in green buildings, having developed 35% of all LEED
BD+C certified buildings in Greece.
At the same time, DIMAND is committed to minimizing the environmental footprint of its own operations
through responsible resource management, regulatory compliance, and continuous environmental
performance improvement. This commitment is underpinned by the implementation and certification of an
Environmental Management System in accordance with ISO 14001:2015, which provides a structured
framework for identifying environmental risks and impacts, setting objectives, monitoring performance, and
embedding environmental responsibility into operational decision-making.
In support of this approach, DIMAND applies the Environmental Policy, which provides a clear and structured
framework for integrating environmental responsibility across project development, operational practices and
supply‑chain management. Moreover, to operationalize the environmental commitments and translate
strategic objectives into action, the Group developed the Environmental Sustainability Framework, which
provides a practical roadmap that guides decision‑making, implementation and monitoring, reinforcing the
Group’s contribution to resilient, low‑carbon and sustainable urban environments.
- Energy and carbon dioxide emissions
The management of energy use and greenhouse gas emissions is a core component of the Group’s approach
to environmental sustainability. The Group’s operational energy consumption primarily relates to electricity
used in office operations and thermal energy associated with the Group’s vehicle fleet.
In this context, the Group’s offices are housed in a LEED-certified building, reflecting its commitment to energy
efficiency and responsible environmental management. Additionally, the Group takes specific measures to
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
29
reduce mobility-related emissions by installing electric vehicle (EV) charging stations at its facilities,
contributing to the broader transition toward a net-zero carbon economy.
To further minimise its environmental impact, the Group implements targeted energy-efficiency measures
across its operations. These include optimising the performance and maintenance of air-conditioning systems,
reducing electricity consumption through the installation of energy-efficient lighting and motion sensors, and
replacing energy-intensive equipment at the end of its lifecycle with more efficient alternatives.
- Water management
The Group recognizes water as a critical shared natural resource, whose availability and quality are increasingly
affected by climate change. Although water consumption within the Group’s own operations is limited, the
Group remains firmly committed to the responsible management of water resources.
This commitment is reflected both in office operations and development projects through the implementation
of sustainable water management practices that focus on efficient use, pollution prevention, and long-term
protection of water resources. In particular, the Group’s headquarters, which are LEED-certified, are equipped
with an advanced rainwater harvesting system, enabling the reuse of collected water and significantly reducing
dependence on the municipal water supply.
- Circular economy
The construction and real estate sectors play a pivotal role in the transition to a circular economy, given the
intensive use of materials, the long lifespan of buildings, and the substantial quantities of construction and
demolition waste generated. In this context, the Group adopts a dual strategy, focusing circular economy
initiatives on areas with the most significant impact, while systematically implementing circular practices
across all operations. Although waste generated from office activities is negligible compared to the volumes
produced on construction sites, circular economy principles are promoted throughout the organization,
fostering responsible consumption and efficient resource use.
At the project level, the application of circular economic principles is most evident during the construction and
demolition phases, where material flows and waste generation are particularly high. The Group implements a
structured waste management hierarchy on its projects, prioritizing prevention and efficient use of resources
from the early stages, followed by reuse, recycling, and recovery, with final disposal used only as a last resort.
This approach ensures that materials are managed responsibly throughout the construction process, reducing
waste generation, maximizing recovery rates, and minimizing reliance on landfills. Through exclusive
collaboration with licensed waste management operators and a strong focus on high levels of recycling and
recovery, DIMAND integrates circularity principles into project execution, aligning construction practices with
long-term environmental performance and regulatory requirements.
- Biodiversity and green spaces
Biodiversity is a fundamental element for ecosystem health and human well-being, and the Group recognizes
its responsibility to protect and enhance the natural environment. Guided by the principles of the U.S. Green
Building Council (USGBC) and the International WELL Building Institute (IWBI), the Group integrates
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
30
biodiversity-related considerations into the design and development activities of its projects, aiming to create
a positive environmental contribution at the project level.
Although the Group’s developments are primarily located in urban areas and outside high-biodiversity zones,
it enhances the urban natural environment through the creation of green infrastructure, the use of native
vegetation, and the implementation of nature-positive design solutions, contributing to the development of
more resilient and sustainable cities.
Taxonomy
Companies required to disclose information under Article 8 of the EU Taxonomy Regulation are those that are
already subject to the non-financial reporting obligations under Article 19a or Article 29a of Directive
2013/34/EU.
According to Articles 151 and 154 of the Greek Companies Law (Law 4548/2018), the obligation to disclose
information under Article 8 of the Taxonomy Regulation applies to: a) Large public-interest entities or parent
companies of large groups that are public-interest entities and
b) Companies that exceed an average of 500 employees during the financial year and either have total assets
exceeding €20 million or total net sales exceeding €40 million at the balance sheet date.
As the Group, on 31.12.2025 and 31.12.2024, did not meet the above criteria, it is not required to disclose
information under the EU Taxonomy.
Finally, it is noted that in December 2025, the Company’s shares, which have been listed on the Athens Stock
Exchange (ATHEX) since July 2022, were included in the ATHEX ESG Index, which tracks the stock performance
of ATHEX-listed companies that adopt and disclose their practices on environmental, social, and corporate
governance (ESG) matters.
S – Social
The Group places people at the center of its approach to sustainable development, recognizing human capital
as a key driver of long-term value creation. In this context, the Group is committed to fostering active
engagement, continuous development, and collaboration among its employees, in line with its strategic goal
of creating better cities. Respect for human rights, the provision of a healthy and safe work environment, and
the promotion of a culture of inclusion are fundamental priorities for the Group, aligned with national labor
legislation, the United Nations Universal Declaration of Human Rights, and the International Labour
Organization (ILO) Conventions.
The Group seeks to attract, develop, and retain a highly skilled, committed, and diverse workforce through a
fair, impartial, and inclusive approach that supports sustainable growth and organizational progress. Its
human capital strategy is grounded in strong labor relations, continuous learning, and the promotion of both
professional and personal development. Employee engagement and continuous improvement are
strengthened through an annual employee survey, providing a structured and confidential platform for
expressing views on key aspects of the work experience, including well-being, development opportunities,
inclusion, health and safety, and organizational culture. At the same time, the Group monitors key human
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
31
capital performance indicators, such as workforce composition, training and development, employee
retention, and gender representation in management positions.
Furthermore, the Group recognizes that employees and partners across its value chain—including contractors,
subcontractors, suppliers, and other business partners—play a critical role in project execution and long-term
value creation. In the real estate and construction sectors, where activities heavily depend on external
partners, the Group places particular emphasis on protecting labor rights, promoting safe and fair working
conditions, and respecting human rights throughout the value chain. Through contractual requirements,
collaboration with licensed and reliable partners, and ongoing oversight mechanisms, the Group seeks to
ensure alignment with its ethical standards, health and safety requirements, and principles of diversity, equity,
and non-discrimination. This approach supports responsible business conduct, mitigates social risks, and
reinforces the Group’s commitment to sustainable and inclusive development across its entire value chain.
Human resources
As of 31.12.2025, the Group employed 68 employees, of which 54% were male and 46% were female
(31.12.2024: 71 employees, of which 61% were male and 39% were female).
Similarly, the Company employed 65 employees as of 31.12.2025, of which 54% were male and 46% were
female (31.12.2024: 63 employees of which 57% were male and 43% were female).
Below is a table with the categorization of the staff of the Group and the Company according to the gender
and age of the personnel for the year ended at 31.12.2025 and 31.12.2024.
2025
Group
Range of age
Males
Females
Total
% Males
% Females
between 20 to 30
2
7
9
22%
78%
between 31 to 40
9
11
20
45%
55%
between 41 to 50
15
9
24
63%
38%
Over 50
11
4
15
73%
27%
Total
37
31
68
54%
46%
2024
Group
Range of age
Males
Females
Total
% Males
% Females
between 20 to 30
6
6
12
50%
50%
between 31 to 40
10
9
19
53%
47%
between 41 to 50
16
10
26
62%
38%
Over 50
11
3
14
79%
21%
Total
43
28
71
61%
39%
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
32
2025
Company
Range of age
Males
Females
Total
% Males
% Females
between 20 to 30
2
7
9
22%
78%
between 31 to 40
9
10
19
47%
53%
between 41 to 50
14
9
23
61%
39%
Over 50
10
4
14
71%
29%
Total
35
30
65
54%
46%
2024
Company
Range of age
Males
Females
Total
% Males
% Females
between 20 to 30
3
6
9
33%
67%
between 31 to 40
9
8
17
53%
47%
between 41 to 50
15
10
25
60%
40%
Over 50
9
3
12
75%
25%
Total
36
27
63
57%
43%
In addition, the Board of Directors of the Company consists of 9 members of which 67% were men and 33%
women, confirming the policy of non-discrimination and equal opportunities regardless of gender adopted
by the Group.
The Group and the Company have as their priorities to attract and retain human resources characterised by
integrity and professionalism, offering them equal opportunities both in terms of remuneration and
opportunities for advancement.
The Group and the Company is interested in the development of employees and therefore supports the
training of employees through external educational institutions, within the scope of its scope and business
activities.
Health and Safety
The Group is committed to providing employees and subcontractor personnel with a safe, protected, and
healthy working environment. In this context, the Group adopts a “zero-accident” approach, aiming to
eliminate workplace accidents, injuries, and incidents of any kind, based on the fundamental principle that
every incident, regardless of severity, can and must be prevented.
To achieve this, the Group operates under a certified Occupational Health and Safety Management System
(OHSMS) in accordance with ISO 45001, which applies to all employees and subcontractors working on the
Group’s construction sites. Through established communication channels, employees receive continuous
guidance from management and are actively encouraged to raise concerns, report potential hazards, and
suggest improvements, fostering a participatory, inclusive, and proactive safety culture grounded in shared
responsibility and continuous learning.
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
33
In parallel, extensive risk assessments are conducted by specialized Health and Safety Officers to
systematically identify potential hazards based on severity, likelihood, and exposure level. Moreover, the
Group places particular emphasis on monitoring employee health and providing preventive medical support,
maintaining an individual health record for each employee and ensuring the conduct of annual medical
examinations through the Company’s Occupational Physician.
Social Initiatives
The Group’s approach to social contribution is founded on the belief that sustainable urban development
must be closely linked to a meaningful and lasting positive impact on local communities. Guided by a strong
sense of responsibility, the Group systematically integrates the creation of social value at all stages of its
activities, ensuring that its projects not only transform the built environment but also contribute positively to
the well-being of the people and communities they serve. This contribution is further reflected in the Group’s
Socioeconomic Impact Study, published in 2024, which highlighted the Group’s significant role in supporting
employment, strengthening the domestic supply chain, generating public revenues, and contributing to
measurable economic value for the Greek economy, alongside targeted investments in social and
environmental initiatives.
The Group’s commitment to promoting positive social change extends beyond its core business activities and
is expressed through a broader range of actions and initiatives. In this context, the Group has developed an
organized and strategic approach to Corporate Social Responsibility (CSR), structured around three key pillars:
Society, Culture, and Environment. Through this framework, the Group systematically designs and
implements initiatives that address the needs of local communities, promote cultural development and social
cohesion, and enhance environmental awareness and protection.
This structured approach ensures that social contribution is delivered in a focused, measurable, and
meaningful manner, reinforcing the Group’s role as a responsible corporate citizen and as a catalyst for
sustainable and inclusive urban development.
G – Corporate Governance
Corporate governance is a fundamental component of the Group’s ESG strategy, ensuring that its activities
are conducted with integrity, accountability, and transparency. The governance framework is designed to
align the interests of management with those of shareholders and other stakeholders, promoting sustainable
practices and ethical decision-making.
This framework includes a diverse Board of Directors, robust systems for regulatory compliance and risk
management, as well as comprehensive stakeholder engagement processes, ensuring that the needs and
concerns of society are considered.
The Group remains committed to the continuous improvement of its corporate governance practices,
conducting regular reviews and updates of its policies to integrate industry best practices and meet
stakeholder expectations.
Through effective corporate governance, the Company aims to enhance trust, mitigate risks, and promote
long-term sustainable growth.
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
34
The Company and its significant subsidiary, Arcela Investments Ltd, have established an Internal Operating
Regulation, which records the key principles, policies, and corporate governance procedures they implement,
including the principles governing the Internal Control System, in compliance with applicable legislation and
the regulatory requirements of supervisory authorities. The Internal Operating Regulation of the Company
and its significant subsidiary, Arcela Investments Ltd, is available on the website https://dimand.gr/en/.
Relevant information is also included below in the Corporate Governance Statement.
• Code of Business Ethics and Conduct
A fundamental principle of the Group is uncompromising compliance with all applicable laws and regulations.
To ensure this commitment, the Group has established the Code of Business Ethics and Conduct, a
comprehensive framework designed to inform employees about the legal and regulatory requirements
relevant to their roles. This Code enables employees to perform their duties in full compliance with the law,
while ensuring alignment with the Group’s ethical principles and legal obligations.
The Code of Business Ethics and Conduct set out the core principles, rules, and values that govern the
Company’s activities, defining the ethical and professional standards that all employees and representatives
of the Group are expected to uphold.
In 2024, the Group undertook a revision of the Code, further strengthening its commitment to integrity,
transparency, and excellence in business ethics across all operations.
The Code serves as a timeless guide for addressing business situations with ethics and professionalism, while
also acting as a critical decision-making tool, supporting the selection of business practices that are aligned
with the Group’s principles and values.
All key aspects of conduct—including the prevention of corruption, bribery, workplace violence, and
harassment, as well as the management of conflicts of interest, business practices, labor relations, social
responsibility, data protection, and quality assurance—are clearly defined in the Code, shaping a strong and
ethically responsible business environment.
• Commitment to Combating Bribery and Corruption
A core value of the Group is fostering a strong compliance culture and preventing bribery and corruption.
This principle is fundamental to building trust and creating long-term value in relationships with clients,
business partners, and public authorities. The Group ensures that all employees and partners are fully
informed about the legal framework governing anti-bribery and anti-corruption practices, in accordance with
national and international legislation.
To this end, the Group has adopted an Anti-Bribery and Anti-Corruption Policy, which fully complies with
applicable national laws and international conventions.
This Policy is binding for all Group employees, regardless of role or hierarchical level. It also applies to
members of the Board of Directors, third parties appointed by the Board, members of Board Committees and
independent Committees, the management team (including General Managers, Directors, and Department
Heads), the major shareholder, and all other Group employees.
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
35
Additionally, the Policy extends to suppliers, consultants, business partners, and other third parties acting on
behalf of the Group.
The Company is also certified under the Anti-Bribery Management System (ELOT ISO 37001:2017),
demonstrating formal recognition of its commitment to ethical business practices.
In 2025, the Group recorded no incidents of bribery or corruption, confirming its dedication to transparency,
ethical business conduct, and compliance with the highest standards of integrity.
• Policy Against Violence and Harassment
The Group applies a zero-tolerance approach toward workplace violence and harassment, following the same
strict standards it applies to bribery and corruption. To prevent and address incidents of violence and
harassment, the Group has established the Policy for the Prevention and Combating of Workplace Violence
and Harassment, supported by a clear and straightforward reporting procedure.
Through this initiative, the Group ensures a safe, inclusive, and dignified work environment, where
relationships among employees, partners, management, and affiliated companies are built on trust,
collaboration, and professionalism.
• Conflict of Interest
Conflicts of interest can affect the Group’s strategy and reputation when an individual’s personal interests
interfere with their professional duties. Such situations arise when personal interests compromise objectivity,
lead to misuse of corporate resources, or create the appearance of inappropriate behaviour.
To mitigate these risks, the Group has incorporated into its Code of Business Ethics and Conduct a framework
prohibiting activities that could harm the Group’s interests or obstruct the proper performance of
professional duties.
Additionally, the Group has implemented the Policy & Procedure for the Prevention and Management of
Conflict of Interest, which defines the requirements for identifying, preventing, and managing conflicts that
may impact the Group.
This Policy provides stakeholders with clear guidance for defining, recognizing, and addressing conflicts of
interest. The Group encourages the reporting of potential conflicts to ensure adherence to the highest ethical
standards.
• Whistleblowing mechanism
The Group promotes transparency and accountability through a robust Whistleblowing Management Policy,
encouraging employees and stakeholders to confidentially report unethical or improper practices.
All reports are thoroughly reviewed and addressed in accordance with the Company’s internal procedures
and policies.
The Group’s commitment to ethical conduct is upheld at all levels of its organizational structure, including the
Board of Directors, management, employees, suppliers, and other stakeholders.
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
36
To manage the reporting process, the Group has appointed the Receiving and Monitoring Reports Officer
(RMRO), responsible for receiving, investigating, and assessing all reports related to unethical or illegal
activities. The RMRO ensures that all reports are handled with strict confidentiality and in full compliance with
the Company’s policies.
The Policy guarantees that employees can express concerns and file complaints without fear of retaliation,
such as dismissal, demotion, or harassment. By implementing this Policy, the Group fosters a culture of open
communication and transparency, promoting a healthy and ethically responsible work environment.
• Protection of Personal Data
The Group recognizes the importance of protecting the personal data of its stakeholders, including
employees, customers, partners, suppliers, shareholders, and prospective employees. The processing of
personal data is carried out strictly in accordance with applicable national legislation and the European
Regulation 2016/679 (GDPR), ensuring its lawful, fair, and secure management.
Respect for, protection, and security of data are core commitments of the Group and the Company. For this
reason, it implements robust security measures and adopts established policies, such as the Data Protection
Policy and the Information Security Policy. These policies create a clear and structured framework that
ensures employees are fully informed about the Company’s procedures, preventive measures, and
commitments regarding data protection.
At the same time, the Company takes proactive and effective measures to prevent any loss, breach, or misuse
of personal and confidential information. Additionally, it implements reporting and incident management
mechanisms to promptly address any privacy violations or data leakage incidents.
Recognizing the importance of continuous training in maintaining compliance and security, the Company
invests in the systematic education of its employees, ensuring they are well-informed about the principles,
requirements, and best practices of the General Data Protection Regulation (GDPR).
Demonstrating its unwavering commitment to the highest standards of data protection and regulatory
compliance, the Company recorded zero incidents of personal data breaches or confidential information
leaks in the fiscal year 2025.
Non-Financial Risks
The Group has identified a range of potential non-financial risks, the effective management of which requires
a coordinated and collective approach.
• Climate Change Risk
Climate change represents one of the most significant global challenges, affecting the Group’s business
activities as well as the natural environment and society at large. Recognizing the importance of this risk, the
Group shapes its strategy with a focus on investments in energy-efficient, sustainable, and resilient buildings.
To safeguard its assets, the Group also secures insurance coverage against natural disasters. Additionally,
management continuously monitors developments in applicable legislative and regulatory frameworks and
adjusts the Group’s strategy and practices as needed.
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
37
• Energy Transition
The global effort to gradually reduce reliance on fossil fuels and shift towards alternative and sustainable
energy sources finds the Group as an active supporter and participant, given that energy efficiency is a critical
factor in mitigating the impacts of climate change. Considering that buildings are among the largest energy
consumers worldwide, the Group implements targeted initiatives and practices to enhance the energy
efficiency of its projects and contribute to reducing their environmental footprint.
• Employee Health and Safety
Ensuring the health and safety of employees is a top priority for the Group. To this end, a comprehensive
occupational health and safety management system is implemented, which includes systematic monitoring
of critical parameters and the execution of all necessary preventive measures.
Confirming its commitment to creating safe and healthy working conditions, the Group has been certified
under the international standard ISO 45001:2018 for occupational health and safety (HSE), which ensures the
application of high standards for the protection of human capital.
• Equal Opportunities and Human Rights
The Group recognizes the fundamental importance of protecting Human Rights and has established a clear
framework of principles and values guiding its operations and activities. With respect for its employees and
partners, the Group takes proactive measures and implements policies aimed at preventing any form of rights
violations.
Ensuring equal opportunities is a key strategic priority for the Group, which enforces a Code of Business Ethics
and Conduct, as well as a zero-tolerance policy against discrimination and harassment.
Within this framework, all forms of discrimination are explicitly prohibited, including those related to gender,
gender identity or expression, sexual orientation, physical abilities, or any other personal characteristic. At
the same time, the Group ensures that all employees have equal opportunities for professional development,
based on objective criteria such as skills and qualifications.
The Group remains committed to fostering a fair, inclusive, and safe workplace culture, creating an
environment based on respect, meritocracy, and equal opportunities for all.
During the fiscal years 2024 and 2025, no fines or observations were imposed by the competent authorities
for violations of labour legislation.
EVENTS AFTER THE DATE OF THE FINANCIAL STATEMENTS
The most significant events after 31.12.2025 are the following:
On 17.02.2026, the Company proceeded with the issuance of bonds with a total value of €42,175,000, within
the framework of the Common Bond Loan dated 28.08.2025, with Optima Bank S.A. as the bondholder.
On 20.02.2026, the Group, through its subsidiary Arcela Investments Ltd, proceeded with the acquisition of
100% of the share capital of the company “Kantza Emporiki S.M.S.A.”, owner of an area of c. 318,901 sq.m.
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
38
located in Camba Estate, Municipalities of Paiania and Pallini, for a consideration of €44,637,349. The financing
of the above-mentioned transaction was carried out through debt.
On 24.02.2026, the Group, through its subsidiary Thomais Akinita S.M.S.A., proceeded with the acquisition of
a land plot of a total area of c. 4,415 sq.m. and a land plot of a total area of c. 1,324 sq.m. with a listed residence
of 685 sq.m., for a consideration of €1,173,000. The two landplots are located in the area of Trigono Cambas,
Municipality of Pallini, Attica. The financing of the above-mentioned transaction was carried out through debt.
On 17.03.2026, the Company entered into a Common Bond Loan Agreement with Credia Bank S.A., for an
amount of up to €13,000,000 and with a seven-year term. The purpose of the bond loan is to repay the balance
of the current account of €3,000,000 with the aforementioned bank and to repay a bond loan held by Ethniki
Insurance S.A. amounting to €10,000,000. The repayments of the above-mentioned loans were completed by
27.03.2026.
No other events, other than the above, have occurred since the date of the Statement of Financial Position
that would have a material impact on the financial statements.
RELATED PARTY TRANSACTIONS
All transactions with related parties have been carried out on an arm’s length basis (in accordance with the
usual commercial terms for corresponding transactions with third parties). Significant transactions with
related parties, as defined by International Accounting Standard 24 "Related Party Disclosures" (IAS 24), are
described in detail in Note 32 of the Financial Statements.
OTHER INFORMATION
• Securities held
On 31.12.2025 the Group and the Company did not have post-dated checks receivable and promissory notes
in the portfolio.
• Bank deposits in foreign currency
The Group and the Company on 31.12.2025 did not hold significant bank deposits and cash in foreign
currency.
• Branches of the Company
The headquarters of the Company are located in Maroussi, Nerantziotissis Street 115, P.C. 15124. In addition
to the headquarters, the Company on 31.12.2025 has the following facilities:
A/A
Area
Use
Address
1
Athens
Construction site
M. Vassiliou and Stratonikis, Kerameikos
2
Athens
Warehouse
Kifisias 65 and Makedonias N. Heraklion
The Group and the Company do not have a research and development department as this is not required
within the scope of their activities.
Board of Directors Report on the Consolidated and Separate
Financial Statement as at December 31, 2025
All amounts are expressed in Euro, unless otherwise stated
39
PROSPECTS FOR 2026
For 2026, the Group anticipates further strengthening of its growth momentum, with a focus on increasing
operational profitability, maintaining a strong capital base and profitability, and creating added value through
the maturation of its investment portfolio and the addition of new large-scale projects.
Specifically, in the year 2026, the Group aims at:
a) the divestment (exit) of investment properties which are fully operational and income producing, as well
as investment properties which are expected to be completed within 2026,
b) continuing of the investment program and commercial exploitation of its secured property pipeline with
a completion horizon over the next four years,
c) the addition of new properties for development, which are preliminary agreed upon and meet the Group's
investment criteria,
d) the maturation, through development or sale, of Skyline's real estate portfolio,
e) investing in new activities related to the management and/or development of real estate portfolios.
At the same time, the Group is examining new investment opportunities in both the field of real estate
development and in the exploitation of hospitality assets it already holds and/or may acquire in the future,
independently or through strategic partnerships with domestic and/or foreign institutional investors, through
alternative capital raising and management structures (fund management).
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
40
Corporate Governance Statement
Introduction
Pursuant to art. 152 and 153 of L. 4548/2018, article 1-24 of L. 4706/2020, as well as the Hellenic Capital
Market Commission Letter with ref. no. 150/29/01/2026, 434/24.02.2025 and 425/21.02.2022 to companies
with securities listed on the Athens Exchange and the relevant Questions and Answers regarding provisions
of Articles 1-24 of L. 4706/2020 on corporate governance, as well as the Guidelines (Part E’) of the HCGC, the
Company has included as a specific section of the Board of Directors annual Management Report, the
Corporate Governance Statement.
In accordance with the provisions above, the Company’s Corporate Governance Statement includes the
following sections:
A. Corporate Governance Code to which the Company is subject and deviations from its Special Practices,
B. Internal Regulation,
C. Composition and operation of the Board of Directors and Other Management, Administrative and
Supervisory Bodies,
D. Main characteristics of the Internal Audit and Risk Management System of the Company with regards to
the preparation of the financial statements process,
E. Suitability Policy and Diversity Policy regarding the composition of the Management, administrative and
supervisory bodies of the Company,
F. Policies ensuring adequate information on all related party transactions,
G. Sustainable Development Policy (ESG)
It is noted that the rest of the information required by Article 4 paras. 7 and 8 of L. 3556/2007 and Article 10
para. 1 of European Directive 2004/25/EC are included in the Explanatory Report to the Ordinary General
Meeting of Shareholders, constituting a specific section of the annual Management Report of the Company’s
Board of Directors.
A. Corporate Governance Code to which the Company is subject and deviations from its Special
Practices
I. The Company has a defined Corporate Governance framework in place, harmonized with Greek legislation
and the decisions of the Hellenic Capital Market Commission and into which recognised practices have been
incorporated, aiming to transparency and sound operation of the Company and its Group in all its business
sectors. Through its corporate structure and governance, the Company aims to the enhancement of dialogue
with its investors for the purpose of achieving the maximisation of its long-term value for its shareholders.
The Company has adopted the Corporate Governance Code of the Hellenic Corporate Governance Council
which has been certified by the Hellenic Capital Market Commission as body of recognised competence, in
accordance with Article 17 of L. 4706/2020 and Article 4 of the Decision of the Hellenic Capital Market
Commission (Decision 2/905/3.3.2021 of the Board of Directors of the Hellenic Capital Market Commission).
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
41
The Corporate Governance Code (hereinafter «CGC») is posted on the Company’s website
(https://dimand.gr/en/), section: About Us / Corporate Governance / Corporate Governance Code (Corporate
Governance). The Company, during the year 2024, fully complied with the existing legislative framework
regarding the corporate governance of companies with securities listed on a regulated market.
II. The Company adopts and complies with the special practices of the CGC, with the following deviations
regarding certain "Special Practices", provided for listed companies, which are due to the specific
characteristics, size and existing structures of the Company, and which are listed in the table below:
Special CGC Practice
Justification of Deviation
PART A΄
1.13. The non-executive members of the Board of
Directors meet at least annually, or on an
extraordinary basis when deemed appropriate
without the presence of executive members in
order to discuss the performance of the latter. At
these meetings the non-executive members do not
act as a de facto body or committee of the Board of
Directors.
The Company in its Internal Regulation regarding
the responsibilities of the non-executive members
includes the supervision of the executive members
and the control of their performance. The practice
followed by the Company in the year 2025 is for the
members of the Board of Directors to exchange
their views during the meetings, with the aim of
open dialogue and constructive criticism of the work
of the executive members. Among the members of
the Board of Directors (executive and nonexecutive)
there is full transparency and thorough discussions
take place, in which the issues presented are
analysed.
However, the Company applies paragraph 5 of
article 9 of L. 4706/2020, as well as the letter of the
Capital Market Commission, number EXE - 428 - 21-
02-2022 - QUESTIONS AND ANSWERS_L. 4706 AR 1-
24, where in points under 20 and 21 it is clarified that
"..the will of the legislator is the independent
nonexecutive members of the Board of Directors to
submit in any case, jointly or individually, reports to
the General Meeting of Shareholders of the
Company." The independent non-executive
members in the content of their report to the
General Assembly include matters on their
obligations.
1.15. The Board of Directors establishes its
Operating Regulation, which describes at least the
way it meets and takes decisions and the
procedures it follows, taking into account the
relevant provisions of the Articles of Association and
the mandatory provisions of the law.
1.16. The Operating Regulation of the Board of
Directors is drawn up in compliance with the
The tenure, composition, operation, responsibilities
of the Board of Directors, as well as the mandatory
provisions of the Law on the operation of the Board
of Directors are described in detail in the Company’s
Internal Regulation, therefore it was not deemed
necessary to draw up a separate Operating
Regulation for the Board of Directors, which would
include the same references.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
42
principles of the CGC or otherwise explaining the
deviations.
B. Internal Regulation
The Company, with the decision of its Board of Directors dated 31.05.2024, has an updated Internal
Regulation.
The Regulation aims to regulate the organization and operation of the Company and includes:
► The responsibilities of the members of the Company’s Board of Directors.
► The organizational structure, the objects of the units, the committees of article 10 of Law 4706/2020
or other permanent committees, as well as the duties of their heads and their lines of reference.
► The determination of the Company’s departments and/or units, their purpose and their operation in
general.
► The report of the main characteristics of the Internal Control System (ICS), which includes the units of
Internal Audit, Risk Management and Regulatory Compliance.
► The process of selecting and hiring senior Management and evaluating their performance.
► The process of compliance of persons exercising managerial duties and persons having close ties with
them, with the obligations of article 19 of Regulation (EU) 596/2014.
► The process of disclosing any dependency relationship of the independent non-executive members
of the Board of Directors and the persons who have close ties with these persons.
► The process of compliance with the obligations arising from the law regarding transactions with
related parties (articles 99 to 101 of L. 4548/2018.
► The policies and procedures for preventing and dealing with situations of conflict of interest.
► The Company’s compliance policies and procedures with the legislative and regulatory provisions that
regulate its organization and operation, as well as its activities.
► The Company’s procedure for managing privileged information and properly informing the public, in
accordance with the provisions of Regulation (EU) 596/2014.
► The policy and procedure for the periodic assessment of the Internal Control System (ICS) by persons
who have relevant professional experience and do not have dependent relationships, in particular
with regard to the adequacy and effectiveness of financial reporting, on a company level as well as on
a consolidated basis, as to risk management and to regulatory compliance, in accordance with
recognised assessment and internal control standards, as well as the application of the corporate
governance provisions of Law 4706/2020.
► The training policy of the members of the Board of Directors, senior Management, as well as the other
executives of the Company, especially those involved in internal control, risk management, regulatory
compliance, and information systems.
► The sustainable development policy (ESG) followed by the Company.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
43
C. Composition and operation of the Board of Directors and Other Management, Administrative and
Supervisory Bodies
C.1. Composition and Operation of the Company’s General Meeting
Pursuant to the Company’s Articles of Association, the General Meeting of Shareholders is the supreme
decision-making body of the Company, convened by the Board of Directors and entitled to resolve on any
matter of the Company, in which the shareholders are entitled to participate, either in person or through of
a legally authorized representative, in accordance with the currently provided for due process.
At the meetings of the General Meeting, the Chairperson of the Board of Directors temporarily presides. One
of the shareholders present or shareholder representatives designated by the Chairperson fulfil temporary
secretary duties. Shareholders, or some of them, can participate in the General Meeting remotely through
audiovisual or other electronic means, if the Board of Directors convening it so resolves. The Board of
Directors may at its discretion resolve that the General Meeting will not meet at some place, rather will meet
solely through participation of shareholders and other people entitled to participate in it by law, remotely via
the electronic means provided for by Article 125 of L. 4548/2018. The Board of Directors determines the
details for the implementation of the above, in compliance with current provisions and taking adequate
measures so that the provisions of Article 125 para. 1 of L. 4548/2018 or any subsequent provision regulating
the same matter are ensured.
C.2. Composition and Operation of the Company’s Board of Directors
The Board of Directors is the competent body that resolves on all matters concerning the representation,
administration, management and in general the pursuit of the Company’s purpose, within the limits of the
law and excluding the matters on which, competent to resolve is the General Meeting of Shareholders.
The Board of Directors effectively exercises its leadership role and directs corporate affairs for the benefit of
the Company and all shareholders, ensuring that Management follows the corporate strategy. In addition, it
ensures fair and equal treatment of all shareholders, including minority shareholders and foreign
shareholders.
According to the Company’s Articles of Association, it is managed by a BoD consisting of seven (7) to thirteen
(13) members, elected by the Ordinary General Meeting, which also determines their term of office.
The Board of Directors consists of executive and independent non-executive members, in accordance with L.
4706/2020 on corporate governance, as applicable. The status of the members of the Board of Directors as
executive or non-executive is defined by the Board of Directors.
The independent non-executive members are elected by the General Meeting of the Company’s Shareholders
or appointed by the Board of Directors, in accordance with paragraph 4 of article 9 of L. 4706/2020, as
applicable, they must not fall short of one third (1/3) of the total number of members of the Board of Directors
and, in any case, cannot be less than two (2). If a fraction occurs, it is rounded to the nearest whole number.
The composition of the Company’s BoD is in accordance with the provisions of Article 5 para. 2 of L.
4706/2020. The members of the Company’s Board of Directors were elected pursuant to the decision of the
Ordinary General Meeting dated 17.06.2025, with a three-year term, which expires on 17.06.2028 and which
is automatically extended until the first Ordinary General Meeting after the end of their term. Thereafter, the
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
44
current Board of Directors was reconstituted in a body (a) by the decision of the Board of Directors dated
17.06.2025 and (b) by the decision of the Board of Directors dated 03.11.2025, during which it was
reconstituted as a board following the resignation on 30.10.2025, effective from 03.11.2025, of the
independent non-executive member of the Company’s Board of Directors, Mrs Polyxeni Kazoli (Xenia)
1
.
The current Board of Directors consists of a total of nine (9) members, three (3) independent non-executive
members and six (6) executive members. The Board of Directors is composed of three (3) women, which is
not less than 25% of the total number of its members in accordance with Article 3 par. 1b of L. 4706/2020.
Independent non-executive members of the Board of Directors meet the independence requirements, in
accordance with the provisions of Article 9 of L. 4706/2020, as detailed in the Company’s Operating
Regulations and in the Procedure for the disclosure of any dependency relationships between independent
non-executive members of the Board of Directors and persons who have close ties with these persons,
ensuring the independency of the independent Board members and for re-evaluating the independence
requirements. The fulfilment of the conditions for the designation of a Board member as an independent
member shall be reviewed by the Board at least on an annual basis per fiscal year and in any case before the
publication of the annual financial report, including a determination to that effect.
In connection with the fiscal year 2025, the Board of Directors, supported by the Remuneration &
Nominations Committee and the Compliance Unit, reaffirmed at its meeting held on 12.02.2026, that the
Independent Non-Executive Members of the Board meet the independence criteria as per Article 9 of Law
4706/2020.
Furthermore, it is noted that the aforementioned composition of the Board of Directors complies with the
provisions set out in the Board Members’ Suitability Policy, which was established in accordance with Article
3 of Law 4706/2020 and the guidelines of the Hellenic Capital Market Commission (Circular no. 60/18.9.2020).
The Policy was approved by the Board of Directors’ resolution dated 22.03.2022, as well as by the resolution
of the Extraordinary Self-Calling Universal General Meeting of the Company on 22.03.2022, and is available
on the Company’s website (Suitability Policy). Furthermore, the Remuneration and Nomination Committee, in
the context of identifying candidates, ensures that diversity criteria apply not only to the members of the
Board of Directors but also to senior and top management executives, with specific gender representation
targets and timelines for achieving them. In the overall evaluation, the composition, diversity, and effective
collaboration of the Board members in fulfilling their duties are considered.
The current BoD was constituted into body at its meeting on 03.11.2025, when the representation of the
Company was also determined in accordance with Article 87 of L. 4548/2018 and Article 20 of the Company’s
Articles of Association, it was decided that it remains as decided during the meeting of the Board of Directors
on 17.06.2025 (relevant entry in the General Commercial Registry (G.E.M.H.) with Registration Number
3839753/05.11.2025). Without prejudice to specific resolutions that can only be passed by the General
Meeting by virtue of law or the Articles of Association, all other corporate resolutions may be passed by the
1
Start of term: 07.11.2023, End of term: 03.11.2025
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
45
BoD. The BoD may assign some of its responsibilities to one or more BoD members, Company employees or
third persons.
Its composition is the following:
Full name
Position in the BoD
Capacity
Start / End of term
Gonticas Constantine,
son of Spyridon
Chairman
Independent
NonExecutive Member
17.06.2025 / 17.06.2028
1
Andriopoulos Dimitrios,
son of Andreas
Vice Chairman and CEO
Executive Member
17.06.2025 / 17.06.2028
1
Dimtsas Nikolaos
Ioannis, son of Petros –
Dimitrios
Deputy CEO
Executive Member
17.06.2025 / 17.06.2028
1
Dagtzi - Giannakaki
Despina, daughter of
Stavros
Member
Chief Legal Officer,
Executive Member
17.06.2025 / 17.06.2028
1
Anastasopoulos
Michael, son of
Dimitrios
Member
Chief Public Affairs and
Land Development
Officer, Executive
Member
17.06.2025 / 17.06.2028
1
Itsiou Olga, daughter of
Anastasios
Member
COO, Executive Member
17.06.2025 / 17.06.2028
1
Chalkiadaki Anna,
daughter of Antonios
Member
Chief Financial Office
(CFO), Executive
Member
17.06.2025 / 17.06.2028
1
Pelidis Emmanuel
(Manos), son of Achilleas
Member
Independent Non-
Executive Member
17.06.2025 / 17.06.2028
1
Haritos Nikolaos, son of
Panagis
Member
Independent Non-
Executive Member
17.06.2025 / 17.06.2028
1
The Board of Directors has elected from its members the Chairperson, the Vice Chairperson and CEO and the
Deputy CEO. The Vice Chairperson replaces the Chairperson at his absence and replaces him in his
presidential duties.
In compliance with CGC, the Board of Directors regularly monitors and evaluates its effectiveness in fulfilling
its duties, as well as that of its committees.
1
End of term on 17.06.2028, which is automatically extended until the first Annual General Meeting following its expiration.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
46
The Remuneration Report of the members of the Board of Directors is posted on the Company’s website.
C.3 Curricula vitae of the members of the Board of Directors and Senior Management of the Company
In accordance with paragraph 3 of Article 18 of Law 4706/2020, detailed curricula vitae of the members of the
Board of Directors, the Board Secretary, and the Head of the Internal Audit Unit are provided. The CVs are
posted on the Company’s website (Curricula vitae of the members of the Board of Directors and Senior
Management). It is noted that no other senior management executives exist besides those who are members
of the Board of Directors and the Head of the Internal Audit Unit. Specifically, for the members of the Board
of Directors, and regarding the assessment of time availability, activities undertaken outside those related to
their position or capacity within the Company have been included:
Constantine Gonticas – Chairman of the BoD
Mr Gonticas is an investor through his own company Green Square Capital that manages personal assets.
Prior to his current role, Constantine was Managing Partner of Novator LLP, which is specializing in direct
investment in Central Europe. Whilst at Novator, Constantine financed and managed a number of
investments in Central Europe, including Play, Poland’s leading mobile telephony company. Prior to Novator
Constantine was head of investment banking of Merrill Lynch for Central and Eastern Europe, Middle East
and Africa and prior to that he spent twelve (12) years at Credit Suisse First Boston. Mr Gonticas was one of
the first finance professionals to be active in Central Europe having been there since 1991. He has been
involved with many of the region’s largest companies both as an investor and as a banker, and he holds a Law
degree from Oxford University.
Dimitrios Andriopoulos – Vice Chairman of the BoD and CEO
Mr Andriopoulos has a diverse professional background and has participated in the top Management of many
well-known organizations in the field of real estate, tourism, shipping and F&B. More specifically, he was the
Managing Director and shareholder of INTRADEVELOPMENT S.A., a real estate development and operations
company of the INTRACOM group (2003-2005), the Managing Director of REDS SA, a real estate development
company of the Ellaktor group (1998-2002), Project Manager at Superfast Ferries S.A. (1994-1997) et.al. In
2005, Mr Andriopoulos founded DIMAND S.A., one of the leading companies in the field of real estate
development, which carries out large-scale projects with emphasis on modern bioclimatic office buildings,
large-scale urban renovations, complex mixed-use projects, and private sports facilities.
Nikolaos - Ioannis Dimtsas - Executive Member of the BoD and Deputy CEO
Mr Dimtsas is an Electrical Engineer and Computer Engineer, a graduate of the National Technical University
of Athens, with a postgraduate degree in Business Administration (MBA) from Manchester Business School.
Mr Dimtsas has extensive experience in financial management of companies as well as in the evaluation and
implementation of investment plans and corporate transformations. In the period between 1997 and 2002
he was the Investor Relations Officer in the listed companies ETANE S.A. and BETANET S.A., while from 2003
to 2005 he held the position of Financial Director of INTRADEVELOPMENT S.A. a member of the INTRACOM
group, and from April 2005 to June 2019 Mr Dimtsas was the CFO of the Company. From June 2019 to May
2024, he served as the Chief Investment Officer of the Company.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
47
Despina Dagtzi - Giannakaki - Executive Member of the BoD and Chief Legal Officer
Mrs Dagtzi - Giannakaki is a legal counsel of the Company since 2005 and head of the Legal Department of
Private Law of the Company. She started her professional career in 1985, collaborating with law firms in
Piraeus, specializing in Shipping Finance, ship sales, founding and setting up Greek and foreign offshore
companies, and more generally in Commercial and Company Law. She has worked as a legal advisor to the
companies REDS S.A. and INTRADEVELOPMENT S.A., involved in the drawing up of commercial leases (offices
and retail) as well as leisure and shopping centers and football stadiums, having the responsibility for the
drawing up of management contracts, maintenance of facilities, drafting of regulations for the operation of
shopping malls, commercial and residential complexes, etc. She is a graduate of the Law School of the
Democritus University of Thrace and a member of the Athens Bar Association.
Michael Anastasopoulos - Executive Member of the BoD and Chief Public Affairs and Land Development
Office
Mr Anastasopoulos is Chief Public Affairs and Land Development Office of the Company, for Legal Services in
Public Law and maturation of real estate assets of the company, which he joined in 2005. He began his career
in 1999 as a Legal Advisor to the General Secretariats for the Olympic Games and Culture, responsible for the
design and implementation of the Olympic works and other projects of 2004 at the Ministry of Culture &
Sports. He specialized in legal maturation of real estate assets and legal oversight of public / private
investments and projects. He has served as a member of the Administration and Legal Advisor for public
entities and private real estate management and development companies. He has also served as a Legal
Advisor at the Ministry of Environment and Energy, Ministry of Tourism, OLYMPIC PROPERTIES S.A., Vice
President of the Green Fund, Executive Member of the BoD of E.T.A.D. S.A, Executive Officer at HELLINIKON
S.A., dealing with the urban maturation matters, Public, Environmental, Spatial and Urban Planning Law. He
is a member of scientific associations, journals and research programs. Michalis Anastasopoulos is a graduate
of Athens Law University, a member of the Athens Bar Association and holds an MSc degree in Public Law.
Olga Itsiou – Executive Member of the BoD and – Chief Operations Officer
Mrs Itsiou held the position of technical director of Dimand S.A., being responsible for realization and
management of all projects of the Group. She has previously worked as a Project Architect at the architectural
practice HOK International Ltd in London, as Consultant and Design Manager at REDS S.A. of the ELLAKTOR
group, and Design Manager at INTRADEVELOPMENT S.A., until joining DIMAND S.A. in 2005. She is an Architect
Engineer, a graduate of the University of Greenwich with BA (Hons) Architecture, holds a Postgraduate
Diploma in Architecture from Kingston University, and a Postexperience Certificate in the Professional
Practice of Architecture (RIBA Part 3) from Kingston University. She is a member of the Royal Institute of British
Architects in the United Kingdom (RIBA).
Anna Chalkiadaki – Executive Member of the BoD and Chief Financial Officer
Mrs Chalkiadaki has long-standing experience in the real estate sector. She joined the Company in June 2022
in the role of Chief Financial Officer. In 2010, she participated in the team that established NBG Pangaea REIC,
which was later merged by way of absorption by PRODEA Investments, in which she held the position of the
Deputy CFO, and she played an important role in the IPO of Grivalia Properties REIC. Prior to Grivalia, she
worked as a senior auditor for Deloitte Greece, providing services in the financial industry. Mrs Chalkiadaki
holds a Bachelor’s Degree in Business Economics from Anglia Ruskin University, a Master’s Degree in Finance
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
48
from the University of Manchester and a Master’s Degree in Statistics with specialization in Real Estate from
the Athens University of Economics and Business.
Emmanuel (Manos) Pelidis – Independent Non-Executive Member of the BoD.
Mr Pelidis has over forty years of professional experience in South Africa, the United Kingdom and Greece
where he settled permanently in 1988. He has served as statutory auditor to some of the largest industrial
and financial companies in Greece, as well as to companies listed in regulated markets in the USA and various
multinational companies. Through this experience he has acquired a deep knowledge in accounting, auditing
and corporate governance matters. Mr Pelidis was one of the initial partners of Deloitte Greece and was a
member of the Executive Committee of Deloitte from 1993 to 2021, as well as Chairman of Deloitte Greece
from December 2015 until May 2019. He was also a member of the Committee of Partners of Deloitte Central
Mediterranean from 2015 to 2020. Mr Pelidis holds a degree in Business, a postgraduate diploma in
Accounting from Natal University in South Africa as well as a Diploma in Corporate Governance from the
Corporate Governance Institute and is a member of the Institute of Certified Public Accountants of Greece
(SOEL) and the South African Institute of Chartered Accountants (SAICA).
Nikolaos Haritos - Independent Non-Executive Member of the BoD.
Mr Haritos is a successful financial management executive with over 20 years of experience in senior
leadership roles in the field of finance and business administration, with direct collaboration with boards,
shareholders, financial institutions and legal advisors. His know-how, amongst others, is in the areas of
financial and strategic business planning, crisis and risk management, IFRS, financial analysis and reporting.
He started his professional career as an auditor at KPMG where he worked for over 10 years before serving
in senior positions in financial services at MultiChoice Hellas and then at EI Papadopoulos (Danone). Until
recently, he served as ABB Chief Financial Officer in Russia and in the Commonwealth of Independent States,
where he was instrumental in accelerating revenue growth through systems transformation and general
business reorganization. Prior to that, he served for 8 years as ABB CFO in Greece and Cyprus. Mr Haritos
holds a BSc (Hons) in Economics from Trent University and a BSc in Economics from Carleton University in
Canada.
Valasia (Valia) Konstantinidou – Secretery of the BoD
Mrs. Konstantinidou is a lawyer, member of the Athens and London Bar Associations, Legal Advisor at
DIMAND since 2019 and she has been appointed as Secretary of the Board of Directors since March 2022.
During her career she has handled transactions and tenders involving sales/conveyances of real estate and
real estate packages, corporate, commercial, and financial law issues and since the Company’s listing she has
been involved in corporate governance issues. He was a legal advisor to ALPHA BANK, on real estate
management and financing issues (Real Estate Investments Unit) and legal advisor to the Hellenic Republic
Asset Development Fund (HRADF) on concession and share sale projects, while in the past he worked in law
firms in Greece and London, amongst others. She graduated from the Law School of the Aristotle University
of Thessaloniki and holds a Master’s degree (LLM) in European Law from the University of Maastricht.
Georgios Thivaios – Head of Internal Audit Unit
Mr. Thivaios has been the Head of the Internal Audit Unit of DIMAND since 2019. He graduated from the
Department of Business Organization and Management at the University of Piraeus and holds a Master’s
degree in Applied Economics and Finance from the Athens University of Economics and Business. After
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
49
graduation, he worked as an auditor in areas including tax compliance, costing, internal audit, corporate
governance, regulatory compliance, and risk management (EY, Inform P. Lykos S.A., PwC). He holds
professional certifications as a Certified Internal Auditor (CIA), Certification in Risk Management Assurance
(CRMA), and Certified Fraud Examiner (CFE). Additionally, he is a member of the Hellenic Institute of Internal
Auditors (HIIA), the Institute of Internal Auditors (IIA), the Association of Certified Fraud Examiners (ACFE), and
the Economic Chamber of Greece (OEE).
C.4 Participation of members in companies and organisations outside the Group of the Company
In accordance with the current Board of Directors’ Suitability Policy, all directors are required to devote
sufficient time to the performance of their duties based on their job description, role, and duties.
In determining the sufficiency of time, the capacity and duties assigned to the Board member, the number of
positions held as a member of other Boards of Directors, and other capacities held by the members, as well
as other professional or personal commitments and circumstances shall be taken into account.
Further to the above, the external professional commitments of the Directors are presented:
Full name
S/N
Name of legal person
Capacity
%
Participation
as
Shareholder /
Partner
Constantine
Gonticas, son of
Spyridon
1
MILLWALL HOLDINGS PLC
Director,
Shareholder
3%
2
THE MILLWALL FOOTBALL AND
ATHLETIC COMPANY (1985) LIMITED
Director,
Shareholder
3%
3
GREEN SQUARE CAPITAL (CYPRUS)
LIMITED
Director,
Shareholder
100%
Dimitrios
Andriopoulos, son
of Andreas
1
DPN S.A.
Member of the
BoD,
Shareholder
95%
2
DAMEN HOLDINGS LIMITED
Shareholder
95%
3
WISELIVE SERVICES LIMITED
Shareholder
95%
4
LANOGREBE HOLDINGS LIMITED
Shareholder
95%
5
TIERRA NOBLE SINGLE MEMBER
PRIVATE COMPANY
Shareholder
95%
6
MURRIS LTD
Shareholder
95%
7
VINEYARD S.A.
Shareholder
95%
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
50
Full name
S/N
Name of legal person
Capacity
%
Participation
as
Shareholder /
Partner
8
DIMPER SPORTS and EVENTS
MANAGEMENT LTD
Shareholder
100%
9
VEROZION S.M.S.A.
Member of the
BoD,
Shareholder
100%
10
RAVENTUS S.A.
Member of the
BoD,
Shareholder
50%
11
VLEDIA LTD
Shareholder
100%
12
SIPAURA LTD
Shareholder
100%
13
HALKI ESΤATE S.M.S.A.
Member of the
BoD,
Shareholder
100%
Nikolaos - Ioannis
Dimtsas, son of
Petros - Dimitrios
1
DPN S.A.
Member of the
BoD,
Shareholder
5%
2
DAMEN HOLDINGS LIMITED
Shareholder
5%
3
WISELIVE SERVICES LIMITED
Shareholder
5%
4
LANOGREBE HOLDINGS LIMITED
Shareholder
5%
5
MURRIS LTD
Shareholder
5%
6
VINEYARD S.A.
Shareholder
5%
7
TIERRA NOBLE SINGLE MEMBER
PRIVATE COMPANY
Shareholder
5%
8
RAVENTUS S.A.
Member of the
BoD
-
9
HALKI ESΤATE S.M.S.A.
Member of the
BoD
-
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
51
Full name
S/N
Name of legal person
Capacity
%
Participation
as
Shareholder /
Partner
Despina Dagtzi -
Giannakaki,
daughter of Stavros
1
DPN S.A.
Member of the
BoD
-
2
RAVENTUS S.A.
Member of the
BoD
-
3
VEROZION S.M.S.A.
Member of the
BoD
-
4
HALKI ESΤATE S.M.S.A.
Member of the
BoD
-
Olga Itsiou,
daughter of
Anastasios
1
VINEYARD S.A.
Member of the
BoD
-
Anna Chalkiadaki,
daughter of
Antonios
1
VINEYARD S.A.
Member of the
BoD
-
Michael
Anastasopoulos,
son of Dimitrios
1
MICHALIS D. ANASTASOPOULOS LAW
FIRM
Administrator,
Shareholder
98.5%
Nikolaos Haritos,
son of Panagis
1
N. HARITOS L.P.
Administrator,
Shareholder
90%
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
52
As of 31.12.2025 the members of the BoD and senior Management of the Company below held the following
common shares issued by the Company:
Member of the BoD / Senior
Management
Number of common
shares
% of the Share Capital
Andriopoulos Dimitrios, son of Andreas
10,188,936
54.5437%
Dimtsas Nikolaos - Ioannis, son of Petros -
Dimitrios
607,000
3.2494%
Anastasopoulos Michael, son of Dimitrios
1
10,846
0.0581%
Constantine Gonticas, son of Spyridon
8,300
0.0444%
Dagtzi - Giannakaki Despina, daughter of
Stavros
6,550
0.0351%
Itsiou Olga, daughter of Anastasios
6,546
0.0350%
Chalkiadaki Anna, daughter of Antonios
1,919
0.0103%
Pelidis Emmanuel (Manos), son of
Achilleas
600
0.0032%
Haritos Nikolaos, son of Panagis
300
0.0016%
Thivaios Georgios, son of Panagiotis
1,065
0.0057%
In addition, the company Damen Holdings Limited, which is controlled by Mr. Andriopoulos Dimitrios, held
on 31.12.2025 11,650 ordinary shares, representing 0.0624% of the Company’s share capital.
C.5. Meetings of the Board of Directors
The Board of Directors meets either at the Company’s headquarters, or off-site, or by teleconference in
accordance with the Articles of Association, whenever the Law or the needs require it. During 2025, the Board
of Directors of the Company held eight (8) meetings, in which all the members of the Board of Directors have
attended in person (in person or via teleconference). It is noted that in addition to the above eight (8)
meetings, the Board of Directors took 7 decisions without a previous meeting but with countersignatures by
all members of the relevant minutes (article 94 par. 1 of L. 4548/2018).
1
Mr. Anastasopoulos’ shares are held through a joint investment account (JIA).
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
53
C.6 Committees of the Board of Directors
C.6.1 Audit Committee
The Audit Committee has been established in accordance with the provisions of article 44 of L.4449/2017, as
amended by L.4706/2020 and is in force, and in particular by the decision of the Ordinary General Meeting of
the Shareholders of the Company dated 17.06.2025, according to which the Audit Committee was designated
as a three-member committee consisting of three (3) independent non-executive members of the Board of
Directors, with a term corresponding to the term of office of the members of the Company’s Board of
Directors. Subsequently, with the resolution of the BoD of the Company dated 17.06.2025, following the above
decision of the Ordinary General Meeting of the Shareholders, the members of the Audit Committee were
appointed and the constitution of the Audit Committee into a body and the appointment of the independent
non-executive member, Mr. Pelidis Emmanuel (Manos), as Chairperson was decided by the resolution of the
Audit Committee dated 17.06.2025. It is noted that the Company had established an optional Audit
Committee as an independent committee on 14.02.2022.
Therefore, the composition of the Company’s Audit Committee is as follows:
Full Name
Position
Capacity
Pelidis Emmanuel, son of
Achilleas
Chairman
Independent Non - Executive Member
Gonticas Constantine, son of
Spyridon
Member
Independent Non - Executive Member
Haritos Nikolaos, son of Panagis
Member
Independent Non - Executive Member
The above composition of the Audit Committee is in accordance with the provisions of article 44 of L.
4449/2017, as is force, as it consists of three non-executive members of the Board of Directors, of which all
of the three (3) of them, meet the independence requirements of article 9 of Law 4706/2020, both on the date
of their election and on the date of the annual Management Report of the Board of Directors, have sufficient
knowledge in the field in which the Company operates, and at least one member of the Audit Committee has
sufficient knowledge in auditing or accounting and who must be present at the meetings of the Audit
Committee concerning the approval of the financial statements. The Chairman of the Audit Committee is an
independent non-executive member of the Board of Directors.
Specifically, according to the resolution of the Company’s Board of Directors dated 17.06.2025, and
furthermore as evidenced by their CVs, it is established that they have sufficient knowledge in the Company’s
field of activity (Real Estate, Real Estate Investment and Services Development). In particular, Mr Gonticas is a
Business Consultant with significant international experience in investments and investment banking as well
as structured finance, among others in the real estate development sector (GTC/Poland, Fotex/Hungary). Mr.
Pelidis has many years of knowledge and experience in auditing and accounting, due to his capacity as a
certified auditor (AM SOEL 12021) in the audit company DELOITTE Certified Public Accountants SA for a
number of years, including in Real Estate companies such as Sonae Charagioni Group and Trivillage
Developments. Mr Haritos is an economist with extensive experience in accounting and finance as he was for
a number of years CFO of ABB Russia, Greece and Cyprus with a strong presence in the area of network
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
54
construction and supplier of electrical installations in large properties, industries and infrastructures. In
addition, Mr Haritos was a manager in the audit department of the KPMG during the period 1985-1997.
The Audit Committee, by its minutes dated 17.06.2025, was reconstituted with its new composition. The Audit
Committee operates under a set of rules, which detail its composition, responsibilities, and functioning, and
which are published on the Company’s website (Audit Committee Regulation), in accordance with applicable
legislation. The current Audit Committee Rules were approved at the Audit Committee meeting held on
03.05.2023 and by the Company’s Board of Directors at its meeting on 03.05.2023.
In accordance with the Audit Committee’s Regulation:
► The Committee aims to support the Board of Directors of the Company with the objective of the more
effective supervision regarding the process of mandatory audit and financial information, the
operation of the Internal Audit System (IAS) and the Corporate Governance System (CGS), as well as
in matters of sustainable development policy.
► The Committee meets at least four (4) times a year. The Committee may be convened either by
invitation or unsolicited, as long as all its members are present. The Audit Committee has a quorum
and meets validly when there is a majority of its members in the meetings that are held either in
person or remotely (via teleconference or video call), while participation by proxy is not allowed.
Decisions are taken by an absolute majority of the members present, while in case of a tie, the vote
of the President prevails. In addition, it may organize meetings with the Head of the Internal Audit
Unit, with the top Management and with the statutory auditors, as well as with any person it deems
capable of assisting in its work. The Committee prepares and submits to the Board of Directors the
Annual Activity Report, addressed to the annual General Meeting of shareholders. When required the
Committee submits extraordinary reports on important issues.
► The main responsibilities of the Committee concern, among others, the monitoring of the statutory
audit and the review of the Company’s financial statements, informing the Board of Directors
accordingly, the examination of the risks affecting the financial statements, the selection process of
the statutory auditors, accountants or audit firms and the review of their independence. In addition,
the Committee supports the Board of Directors in ensuring the adequate and effective operation of
the Company’s Internal Audit System (IAS) and Corporate Governance System (CGS), with specific
responsibilities while at the same time monitoring and inspecting the proper functioning of the
Internal Control Unit, the Regulatory Compliance Unit and the Risk Management Unit.
On an annual basis, the Committee carries out a self-evaluation of its work, its operation, and the overall
qualifications of its members. The Committee’s Regulation of Operation is evaluated on a regular basis (and
at least every 3 years) regarding its appropriateness and effectiveness. If required, it is updated and submitted
to the Board of Directors for approval.
In the context of its responsibilities according to the existing legislation and its Regulation of Operation, the
Committee met eight (8) times during 2025. The Committee’s meetings were attended by all its members (in
person or via teleconference), and its decisions are reflected in the relevant minutes, which are signed by all
its members. There was no disagreement on any issue.
It is noted that apart from the meetings, the member of the Committee are in regular contact and cooperate
closely and in a coordinated manner with the senior Management of the Company, the Head of the Internal
Audit Unit, the Statutory Auditors of the Company, the company “Deloitte Certified Public Accountants S.A”
(hereinafter “Deloitte”), which was appointed by the Ordinary General Meeting of the Company’s shareholders
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
55
of 17.06.2025, as the certified auditor for the audit of the financial statements for the fiscal year from
01.01.2025 to 31.12.2025 and for the issuance of the annual tax certificate, as well as the independent valuers.
Brief description of the work and activities of the Audit Committee is included in its Annual Activity Report,
which has been distinctively integrated in the Annual Consolidated Financial Report of the Company.
C.6.2 Remuneration and Nomination Committee
The Remuneration and Nomination Committee has been established in accordance with the requirements of
the provisions of L.4706/2020 (par. 1, 2 and 3 of article 10 and articles 11 and 12), in accordance with the
resolution of the Board of Directors dated 22.03.2022 on the merger of the two separate committees provided
for in the law (Remuneration on the one hand and Nomination on the other) and the appointment of the
members of the single, newly established Committee as well as the resolution of the Remuneration and
Nomination Committee dated 17.06.2025 on its reconstitution as a body and the appointment of independent
non-executive member, Mr. Nikolaos Haritos, as its Chairperson. The Board of Directors on 03.11.2025, having
taken note of the resignation dated on 31.10.2025 (with effect from 03.11.2025) of the independent non-
executive member of the Board of Directors and the member of the Remuneration and Nominations
Committee, Mrs Polyxeni (Xenia) Kazoli, as a member of the Board of Directors and of the Remuneration and
Nominations Committee, decided the election of Mr. Gonticas Constantine, who is also an Independent Non-
Executive Member of the Board of Directors, as a new member of the Committee to replace the resigned
member Mrs Polyxeni (Xenia) Kazoli.
The Remuneration and Nominations Committee, in its minutes dated 23.03.2022, recommended the approval
by the Board of Directors of its Rules of Procedure, which the Board of Directors approved at its meeting
dated 24.03.2022. Additionally, the Remuneration and Nominations Committee, through its meeting dated
03.05.2023, recommended to the Board of Directors the update of its Rules of Procedure, which was approved
by the Board during its meeting dated 03.05.2023.
It is noted that the Remuneration Policy followed by the Company has been approved by the resolution of
the Annual General Meeting of the Company held on 17.06.2025.
The Remuneration and Nominations Committee is composed by the following members:
Full name
Position
Capacity
Haritos Nikolaos, son of Panagis
Chairperson
Independent Non - Executive Member
Gonticas Constantine, son of
Spyridon
Member
Independent Non - Executive Member
Pelidis Emmanuel, son of
Achilleas
Member
Independent Non - Executive Member
The above composition of the Remuneration and Nomination Committee is in accordance with the provisions
of L.4706/2020, as in force, and all the members of the Remuneration and Nomination Committee, in
accordance with the meeting of the Company’s Board of Directors on 17.06.2025 and 03.11.2025, are
nonexecutive members of the Company’s Board of Directors, all of them, meet the conditions of
independence of article 9 of L.4706/2020, both on the date of their election and on the date of the annual
Management Report of the Board of Directors. The term of office of the members of the Committee is three
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
56
years, i.e. proportional to the term of office of the members of the Board of Directors of the Company and
lasts until the end of the term of the Board of Directors, with the possibility of being extended until the first
Ordinary General Meeting of shareholders, which will be convened after the end of its tenure. The Chairman
of the Committee is an independent non-executive member of the Board of Directors. Participation in the
Committee does not exclude the possibility of participation in other committees of the Board of Directors, as
long as this participation is not incompatible with the purpose of the Committee and does not affect the
proper performance of the person’s duties as a member of the Committee.
The operation of the Remuneration and Nominations Committee is governed by an independent Rules of
Procedure, which is published on the Company’s website (Regulation of the Remuneration and Nomination
Committee) in accordance with applicable legislation.
In accordance with the Regulation of the Remuneration and Nomination Committee:
► The Committee meets at the invitation of its President at least 4 times a year and, exceptionally and
in any case, before the preparation and approval by the Board of Directors of the annual
remuneration report provided for in article 112 of L. 4548/2018. In any case, the Committee can meet
at any time, even without an invitation having been sent, as long as all its members are present, and
no one opposes the meeting and the taking of decisions. The CFO and the HR Director must attend
the meetings of the Committee if duly invited. The Committee may invite to its meetings any member
of the Board of Directors, an executive of the Company or the Group to which the Company belongs,
or any other person it deems capable of assisting in its work, provided that issues related to their own
remuneration or with their own position and development in the Company.
► The role of the Committee, on the basis of the individual responsibilities assigned to it, consists in the
assistance, help and support of the Board of Directors of the Company with regard to a) the
remuneration issues of the members of the Board of Directors and the persons who fall under the
scope of application of the remuneration policy, in accordance with article 110 of L. 4548/2018, as well
as of the Company’s managers, and in particular the head of the internal control unit and in matters
related to the preparation of the remuneration policy and the remuneration report, provided by the
provisions of articles 110 to 112 of L. 4548/2018 and b) in the process of nominating candidates, in
the planning of the succession plan for the members of the Board of Directors and the senior
executives, taking into account factors and the criteria determined by the Company, in accordance
with the Eligibility Policy it adopts.
► The main responsibilities of the Committee are, among others, submission of proposals to the Board
of Directors regarding the Board of Directors’ Remuneration Policy and the remuneration of the
persons who fall under it, supervision of its implementation, examination of the annual remuneration
report, identification of persons suitable for the BoD membership and the implementation of the
nomination procedure defined in the Regulation of Operation, the preparation and monitoring of the
implementation of the Board Member Eligibility Policy of the Company, assistance in evaluating the
body of the Board of Directors and the performance of the CEO, monitoring of the implementation of
the training process for the members of the Board of Directors, the senior Management, as well as
the other executives of the Company.
On an annual basis, the Committee itself conducts an overview of its work and prepares a relevant report,
which submits to the Company’s Board of Directors. The Regulations are revised exclusively by decision of
the Board of Directors, after a relevant recommendation by the Committee.
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57
During 2025, the Remuneration and Nomination Committee held ten (10) meetings, in which all its members
attended in person (in person or via teleconference), and its decisions are reflected in the relevant minutes,
which are signed by all its members. There was no disagreement on any issue.
With reference to the actions of the Remuneration and Nomination Committee, it is noted that during the
above meetings, the Committee dealt with issues related to its responsibilities, the main ones of which are
summarized as follows:
1. Proposal to the Board of Directors for submission for pre-approval by the Annual General Meeting of the
Company’s shareholders of the annual gross remuneration for the year 2025 and the monthly gross
remuneration from 01.01.2026 until the Annual General Meeting of the year 2025 to the non-executive
members of the Board of Directors.
2. Review of the budget for the training of members of the Board of Directors and employees of the
Company for 2026 and submission for approval by the Company’s Board of Directors in the context of
the Company’s budget.
3. Submission of proposals to the Board of Directors regarding remuneration of persons covered by the
Remuneration Policy.
4. Recommendation to the Board of Directors regarding the approval of a new Share Buyback Program.
5. Examination of the annual remuneration report.
6. Assessment of the fulfilment of the independence requirements of the independent non-executive
members of the Board of Directors of the Company in accordance with article 9 of Law 4706/2020.
7. Evaluation of the fulfilment of independence requirements for the independent non-executive members
of the Company’s Board of Directors in accordance with Article 9 of Law 4706/2020.
8. Self-evaluation process of the Board of Directors and the Chairman of the Board of Directors.
9. Report of the CEO’s evaluation to the Board of Directors.
10. Self-evaluation of the Committee.
C.6.3 Evaluation of the Board of Directors and its Committees
The self-evaluation of the effectiveness of the Board of Directors and its committees (at the collective and
individual level) was completed on 23.09.2025, with the support of an external advisor, without material
findings. The evaluation was conducted for the third time and includes the evaluation of the Chairman of the
Board, the CEO, the Deputy CEO, and the Board of Directors’ committees.
C.7 Remuneration of Board of Directors Members
The Company has a Remuneration Policy prepared based on articles 110 and 111 of Law 4548/2018 and the
provisions of Law 4706/2020, establishing the basic principles and rules regarding the remuneration of the
members of the Board of Directors, including the Chief Executive Officer and the Deputy Chief Executive
Officer.
The Policy aims to determine the remuneration of the members of the Board of Directors, the Chief Executive
Office and the Deputy CEO in a transparent manner and, further, to attract and retain executives of
recognized prestige, with experience in the sector in which the Company operates and with formal and
substantive qualifications so that they can contribute effectively to the development of the Company and its
business strategy.
The Policy takes into account the Company's salary and working conditions (through regular updates on the
broader structure and practical remuneration of the Company's employees in order to ensure that the
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
58
practices and structure of remuneration are as consistent as possible), so that they are maintained at
competitive levels. Maintaining competitiveness is ensured by monitoring the remuneration levels prevailing
in the sector to which the Company belongs, always taking into account the financial data and the general
course of the Company, the prevailing market and economic conditions.
The current Remuneration Policy, as approved by the Annual Ordinary General Meeting of Shareholders of
17.06.2025, is posted on the Company's official website.
In application of the letter of the current Remuneration Policy and in compliance with the requirements of
article 112 of Law. 4548/2018, the Company has prepared a Remuneration Report in relation to the fiscal year
2024, which has been approved by the Annual Ordinary General Meeting of Shareholders of 17.06.2025 and
is posted on the Company's official website.
D. Main characteristics of the Internal Audit and Risk Management System of the Company with
regards to the preparation of financial statements process.
D.1 Introduction to the Internal Audit System
The BoD has established appropriate policies, so that the conduct of the internal audit of the Company and
the companies of the Group is efficient and has established the Audit Committee to supervise the
implementation of such policies.
The Audit Committee supervises internal financial audits of the Company and monitors the efficiency of the
internal audit and risk management systems of the Company and the companies of the Group.
The internal audit system of the Company and the companies of the Group include the first, second and third
line of defence as provided for by the Three Lines Model.
The first line of defence includes the Company’s Departments/Divisions/Units, which are responsible for
implementing the recorded Procedures, monitoring, evaluating and minimizing the risk deriving from their
activities, in accordance with the Risk Management Strategy of the Company and the companies of the Group
and the guidelines of the Board of Directors.
Risk Management Unit and Compliance Unit constitute the second line of the Company, which support the
development of processes and safeguards and contribute to their monitoring, which are developed and
implemented by the first line, the business units. The Internal Audit Unit of the Company constitutes the third
line. This Unit operates in the manner defined by the Code of Conduct and the International Professional
Practices Framework (IPPF) of the Institute of Internal Auditors, L. 4706/2020, and the relevant decisions of
the Hellenic Capital Market Commission and has its relevant Rules of Operation. The Internal Audit Unit
reports to the Board of Directors through the Audit Committee.
D.2 Risk Management Unit
The Company’s Risk Management Unit was established and operates in accordance with L. 4706/2020
following the resolution of the Company’s Board of Directors dated 22.03.2022.
The Risk Management Unit operates as an independent organizational unit with administrative reporting to
the CEO and operational reporting to the Audit Committee, and through it to the Board of Directors.
The Risk Management Unit is headed by the Risk Management Officer.
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59
The Company has established the Regulation of Operation of the Risk Management Unit, which includes in
detail the responsibilities of the Unit, as well as its head and the reporting lines.
The Risk Management Officer is appointed by the Board of Directors and is responsible for the effective
operation of Risk Management in the Company. The Risk Management Officer assists the Board of Directors
and the Company’s Management in identifying, evaluating and dealing with those events that may create a
risk to the smooth operation of the Company.
The Risk Management Officer has indicatively the following responsibilities:
► Support of the Board of Directors in matters of risk management, controls, and corporate governance.
► Collection and coordination of the identification and identification of risks and the security measures
to limit them, from all departments, units, and operations of the Company and the companies of the
Group. Their prioritization, based on the probability of their occurrence and the effects they will cause,
if they occur. In particular, it recognises, evaluates, controls, and monitors:
o Operational Risks,
o Financial Risks,
o Strategic Risks,
o Regulatory Compliance Risks,
o Information Systems Security Risks,
o Data Protection Risks,
o Risks of the Quality Management System,
o Business Continuity Plans-BCP/ Disaster Recovery Plans - DRP.
► Formulation and recommendation to the Management, Departments, Divisions and Units of the
Company and the companies of the Group, of appropriate policies and procedures in order for the
units of the Company and the Group to recognise, assess and deal with operational risks associated
with their work, as well as the drafting of Business Continuity Plans.
► Ensuring the disclosures related to the risks during the preparation of the Annual Report relating to
the financial information of the Company and the Group.
► Prevention, treatment, and suppression of possible risks related to fraud, in cooperation with other
relevant departments, divisions, or services of the Company and the companies of the Group.
► Organizing training programs related to risk management.
► Compilation of written updates to the Management on "Risk Management" issues when required and
the compilation of an annual activity report to the CEO and the Board of Directors. through the Audit
Committee, regarding the activities of the Unit, including any proposals.
D.3 Regulatory Compliance Unit
The Company’s Regulatory Compliance Unit was established and operates in accordance with L. 4706/2020
following the resolution of the Company’s Board of Directors dated 22.03.2022.
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60
The Regulatory Compliance Unit operates as an independent organizational unit with administrative reporting
to the CEO and operational reporting to the Audit Committee and through it to the Company’s Board of
Directors.
The Regulatory Compliance Unit is headed by the Compliance Office.
The Company has established the Regulation of Operation of the Regulatory Compliance Unit, which includes
in detail the responsibilities of the Unit as well as its head and the reporting lines.
The Compliance Officer is appointed by the Board of Directors and has indicatively the following
responsibilities:
► Support of the Board of Directors in matters of risk management, controls, and corporate governance.
► Monitoring of the risks of non-compliance with the legislation, both Greek and of the countries where
the Company and the Group operate and their regulatory frameworks, as well as the monitoring of
compliance with the individual regulatory provisions of entities (e.g. the Capital Market Commission),
the competent ministries (e.g., Development, Finance, Environment and Energy, etc.) as well as with
the regulatory provisions of any other body affecting the operation of the Company and the Group.
► Implementation and continuous compliance, through the execution of specific audit tasks with the:
► Regulation of Operation,
► Policies of the Company and the Group,
► Procedures of the Company and the Group,
► Directives of the Company and the Group.
► Ensuring the compliance of the content of the Annual Report regarding the financial information of
the Company and the Group, in accordance with the regulatory framework, which is in force each
time.
► Assessment of whether the internal Policies, Procedures, and Directives of the Management are
consistent with the existing institutional and regulatory framework and recommendation of any
modifications whenever required.
► Prevention, treatment, and suppression of possible risks related to fraud, in cooperation with other
relevant departments, divisions, or units of the Company and the Group.
► Update and collection of every law and decisions of the supervisory and regulatory authorities and
bodies, and the development of an appropriate monitoring system for compliance with them, in
accordance with the obligations arising for the Company and the Group.
► Organization of educational programs related to regulatory compliance.
► Resolving, initially opining and referring, where there is weakness or doubt, to the Board of Directors,
issues related to the interpretation of Policies, Procedures and Directives of Management, in
particular, "Conflict of Interest" and "Related Party Transactions" issues.
► Compilation of written updates to the Management on "Regulatory Compliance" issues when required
and the compilation of an annual activity report to the CEO and the Board of Directors, through the
Audit Committee, regarding the activities of the Unit, including any proposals.
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61
D.4 Internal Audit Unit
The Company’s Internal Audit has been operating in the Company since September 2019 and constitutes an
independent and objective certifying and consulting organizational unit, with the aim of adding value and
monitoring and improving the Company’s operations.
Internal Audit aims to actively contribute to the achievement of the Company’s strategic goals by adopting a
systematic and professional approach in evaluating and improving the corporate governance system, risk
management framework and internal control system of the Company.
The Company’s Internal Audit Unit operates in accordance with L. 4706/2020 following the resolution of the
Company’s Board of Directors dated 22.03.2022, following the relevant unanimous resolution of the Audit
Committee dated 23.03.2022.
The Head of the Internal Audit Unit is appointed by the BoD which is responsible for his/her replacement,
reports to the Audit Committee, and is administratively subject to the CEO.
The Head of the Internal Audit Unit is a full-time employee of the Company, personally and functionally
independent and objective in the performance of his duties, possesses the appropriate knowledge and
relevant professional experience, meets the independence criteria provided for in Article 9 of L.4706/2020
and does not have close ties with any member of the Board of Directors of the Company, as well as any
company of the Group, or a member with the right to vote in committees of a permanent nature.
The Internal Audit Unit complies with the International Standards for the Professional Practice of Internal
Auditing, as well as those defined in the Code of Ethics of the International Institute of Internal Auditors and
operates in accordance with a detailed Operating Regulation, which has been approved by the decision of the
Board of Directors of the Company dated 24.03.2022 and was subsequently updated with the decision of the
Board of Directors on 28.11.2024, which includes in detail the responsibilities of the Unit and its head and the
reporting lines.
D.5 Main characteristics of the Internal Audit System and Risk Management in relation to the process
of financial statements.
The Company’s Board of Directors maintains an effective internal audit system, with the aim of safeguarding
the assets of the Company and the Group, as well as identifying and addressing of the most significant risks.
It monitors the implementation of the corporate strategy and reviews it regularly. It regularly reviews the
main risks that the company faces and the effectiveness of the internal audit system in terms of managing
these risks. The review is considered to cover all material audits, including financial and operational audits,
compliance audit, and risk management system audits.
The Board of Directors of the Company, supported by its Committees, within the framework of reviewing the
corporate strategy and main business risks, adopts suitable policies aiming to safeguard a sufficient and
efficient internal audit system for the Company and the Group. The Management is responsible for
developing and integrating suitable auditing mechanisms and processes depending on the nature of works
and risks taken, evaluating weaknesses arising, and taking necessary corrective measures.
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62
D.6 Code of Business Conduct and Ethics
The Company, by resolution of its Board of Directors, has implemented a Code of Business Ethics and
Conduct, which is published on the Company’s website (Code of Business Conduct and Ethics). Among other
provisions, the Code includes safeguards to protect the Company’s reputation, aiming to preserve the assets
of both the Company and the Group.
D.7 Information systems
The Company operates information systems to support its corporate purposes by following security
procedures and in particular: creation of backup copies (daily, monthly and annually), restore process,
disaster recovery plan, incident log file, as well as antivirus security, email security and firewall.
Also, the Company maintained in 2025 the certification for the information security management system it
implements according to the ISO/IEC 27001:2013 standard. This certification is the result of the independent
audit and evaluation process, which was carried out by EUROCERT S.A. and certified that all specifications are
met, based on the standard. With the ISO 27001:2013 certification, the Company adopts the strict
requirements of the international information security management system standard. Additionally, during
the year 2025, the Company implemented Security Operations Center (SOC) services to enhance
cybersecurity, providing continuous 24/7 network monitoring and ensuring immediate response to any
potential threats. The above are a practical recognition of the Company’s commitment to continuous
development and evaluation of its processes, to the application of high-quality standards in its services, as
well as to its commitment to the secure management of the data of its customers and partners.
D.8 Monitoring the Financial Reporting Procedure
Reports are regularly (at least on a quarterly basis) submitted to the Management of the Company, the Audit
Committee, and the Board of Directors regarding the Group’s activities and its financial performance.
The Audit Committee supervises the financial reporting process and assists the Board of Directors on relevant
matters. In particular, the Audit Committee has responsibilities with regards to the financial statements and
relevant notifications of the Group and Company, such as, but not limited to:
• Monitors the processes of preparing the annual and interim consolidated and individual financial
statements of the Company, as well as any other financial notifications published,
• Reviews the consolidated and individual financial statements prior to their submission for approval to the
Board of Directors and expresses its opinions to it,
• Supervises matters of compliance of the Company with its regulatory obligations,
• Cooperates with the statutory auditor and the internal audit in order to evaluate the efficiency of the
Company’s works and submits recommendations for the improvement of the monitoring framework, as
required.
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63
D.9 Results of the Assessment Process of the Company’s Internal Control System (ICS) and Corporate
Governance System (CGS) for the period 01-01-2023 to 31-12-2025, in accordance with Article 14,
paragraph 3, case (i) and paragraph 4 of Law 4706/2020 and the relevant Decisions of the Board of
Directors of the Hellenic Capital Market Commission.
Assessment of the Internal Control System (ICS)
By decision of its Board of Directors dated 27.11.2025, the Company assigned ERNST & YOUNG (HELLAS)
Certified Auditors – Accountants S.A. to conduct the second periodic assessment of the Internal Control
System (ICS) for the period 01.01.2023 – 31.12.2025 of the Company and its significant subsidiary, Arcela
Investments Limited, in accordance with the provisions of case (i) of paragraph 3 and paragraph 4 of Article
14 of Law 4706/2020 and Decision 1/891/30.09.2020 of the Board of Directors of the Hellenic Capital Market
Commission, as in force (hereinafter “Regulatory Framework”).
The second ICS assessment was successfully completed in March 2026 and covered the subjects specified in
Decision 1/891/30.09.2020 of the Board of Directors of the Hellenic Capital Market Commission. A limited
assurance report was prepared in accordance with the audit program included in the decision of the Hellenic
Auditing Standards and Oversight Board (ELTE) No. 278/16.01.2026 and the International Standard on
Assurance Engagements 3000 (Revised) “Assurance Engagements Other than Audits or Reviews of Historical
Financial Information.” The Assessment Report on the adequacy and effectiveness of the Internal Control
System, dated 31.03.2026, was signed by the Certified Public Accountant, Ms. Kyriaki Katsani, SOEL Reg. No.
44231, who meets the independence and objectivity requirements under the applicable regulatory
framework.
Based on the work performed by the independent assessor regarding the evaluation of the adequacy and
effectiveness of the Company’s ICS and that of its significant subsidiary, it is reported that no material
weaknesses were identified. Specifically, the conclusion included in the above-mentioned report on the
adequacy and effectiveness of the ICS states:
«Based on the work we performed, as described above under the section 'Scope of Work Performed,' and the
evidence obtained, regarding the evaluation of the adequacy and effectiveness of the Company’s ICS and that
of its significant subsidiary for the period 01/01/2023–31/12/2025, with reference date 31 December 2025,
nothing has come to our attention that could be considered a material weakness of the ICS of the Company
and its significant subsidiary, in accordance with the Regulatory Framework.»
The same report, under “Scope of Work Performed,” states: «Our work exclusively covers the assurance
procedures outlined in the Program, as designed to assess the adequacy and effectiveness of the ICS of the
Company and its significant subsidiary according to the Regulatory Framework, for the period 01/01/2023–
31/12/2025, with reference date 31 December 2025, in order to identify any material weaknesses in the ICS.
A material weakness in the ICS is a deficiency, or a combination of deficiencies, in the ICS controls that pertains
to their design adequacy or operational effectiveness, such that there is a reasonable possibility that a
significant risk identified by the Company’s management may not be prevented or detected in a timely
manner (according to the requirements of the Regulatory Framework) and relates to the operations of the
Company and its significant subsidiary. The scope of the assessment has been determined by the Company’s
Board of Directors as provided in the Company’s recorded policy in its operating regulations»
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
64
The Company will submit the relevant summary report on the ICS assessment to the Hellenic Capital Market
Commission within the prescribed timeframe, in accordance with the applicable provisions.
Assessment of the Corporate Governance System (CGS)
In accordance with its obligations under paragraph 1 of Article 4 of Law 4706/2020, the Board of Directors
evaluated the implementation and effectiveness of the Company’s Corporate Governance System as of 31
December 2025, and no material weaknesses were identified. As part of this evaluation, the Board of Directors
also assigned ERNST & YOUNG (HELLAS) Certified Auditors – Accountants S.A. to assess the implementation
and effectiveness of the Corporate Governance System, with reference date 31 December 2025. This
evaluation was conducted in accordance with the limited assurance procedures program included in Decision
No. I’73/08b/14.02.2024 of the Supervisory Council of the Body of Certified Auditors Accountants, pursuant
to the International Standard on Assurance Engagements 3000 (Revised) “Assurance Engagements Other than
Audits or Reviews of Historical Financial Information. Based on the above work performed by the Certified
Auditors, no material weaknesses were identified in the Company’s Corporate Governance System.
Following this evaluation, and in accordance with the letter No. 434/24.02.2025 of the Hellenic Capital Market
Commission, the Board of Directors confirms that, as of 31 December 2025, no material weaknesses exist.
E. Suitability Policy and Diversity Policy in the composition of administrative, management and
supervisory bodies of the Company
The Company has established a Suitability Policy of the members of the Board of Directors, in accordance
with the provisions of article 3 of L. 4706/2020 and the Guidelines of circular no. 60 of the Hellenic Capital
Market Commission. The Policy was approved by the resolution of the Board of Directors dated 22.03.2022,
and subsequently with the resolution of the Extraordinary General Meeting of the Company’s Shareholders
dated 22.03.2022, and it becomes effective from the date of its approval by the General Meeting, and this also
applies to any material amendment thereof.
The Policy ensures qualitative staffing, more efficient operation, and achievement of the role of the Company’s
BoD based on the overall strategy, as well as medium and long-term business purposes of the Company,
aiming to ensure and promote its interests.
It includes the principles concerning the selection or replacement of the members of the Board of Directors
and the renewal of the term of office of the existing members, as well as the criteria for the evaluation of the
collective and individual suitability of the members of the Board of Directors.
In addition, the Company has adopted diversity principles and criteria in the context of evaluating the
suitability of candidates before their selection as members of the Board of Directors, which are analysed
within the Suitability Policy. Additionally, issues of diversity in the composition of the management,
administrative, and supervisory bodies of the Company are provided for in the Code of Professional Conduct
and Ethics that the Company has adopted. Based on the above Code, discriminatory behaviour based on
gender, age, or any other characteristic is not permitted, amongst others. The same principle is also adhered
to with respect to the composition of the administrative, management, and supervisory bodies of the
Company, considering, however, the regulatory framework to which the Company is subject, due to which
specific suitability criteria must be met by, inter alia, the members of the Company’s Board of Directors.
Corporate Governance Statement
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65
In this context, the Company, through its Compliance Unit, periodically examines whether any potential or
existing Member of the Board of Directors qualifies as an Excluded Director, in compliance with Law
5122/2024.
F. Policies ensuring adequate information on all related party transactions
The Company has “Compliance Procedure with the obligations arising from Articles 99-101 of L.4548/2018,
regarding transactions with related parties”, which aims to document the actions carried out regarding the
monitoring of transactions with related parties and their appropriate disclosure to the competent bodies and
shareholders of the Company.
The Company, within the framework of its activities, may enter into capital, as well as commercial transactions
with its related parties.
The relevant process applies to the Company and its Greek Group subsidiaries. For the Company’s
transactions with related parties, special agreements are executed with terms not affected by their
“intragroup” and overall corporate relationship but rather protect the Company and shareholders’ interests
(arm’s length transactions) and all necessary legislative requirements, including those of Articles 99 et. seq. of
L.4548/2018 are adhered to. Company’s related party transactions, as well as guarantee and security
provision to third persons in favor of these parties, within the meaning of Articles 99-101 of L.4548/2018 are
allowed and valid solely upon their approval by the Board of Directors or the General Meeting (as per the
Law) and provided the requirements of L. 4548/2018 are met. The above restriction applies with some
exceptions, which are analysed in the process.
Additionally, the Company has a "Procedure for Compliance with the obligations arising from articles 99 to
101 of Law 4548/2018, regarding transactions with related parties", which aims to record the actions
performed regarding the monitoring of transactions with related parties and their appropriate disclosure to
the competent bodies and shareholders of the Company.
G. Sustainable Development Policy (ESG)
The Company has a “Sustainable Development Policy”, which summarizes its commitment to responsible
management of the economic, social and environmental impacts, resulting from all of its activities, to its
stakeholders, as well as more broadly, towards the economy, society and the environment, with the aim of
reducing any negative effects (e.g. greenhouse gas emissions) and increasing positive effects (e.g. job
creation), in the framework of the United Nations Sustainable Development Goals.
In 2025 the Company published the Environmental, Social and Governance (ESG) Report for the period from
1.1.2024 to 31.12.2024. The report has been prepared in accordance with the Global Reporting Initiative (GRI)
Standards and has been aligned with the 2022 ESG Disclosure Guide of the Athens Stock Exchange (ATHEX)
as well as the Global Real Estate Sustainability Benchmark (GRESB) Reporting Guide.
The ESG report presents the Company’s approach, actions, and performance across a vast array of
nonfinancial aspects. Sustainable development is at the heart of the Company’s business model as
Management strives to create fairly distributed and long-lasting value for the Company, business partners
and the society in which the Company operates. The scope of the report is to demonstrate the responsible
manner in which the Company operates across the wider ESG spectrum, increasing transparency and
reinforcing the trust of the stakeholders in the Company’s philosophy and actions.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
66
Finally, it should be noted that in December 2025, the Company’s shares, which are listed on the Athens Stock
Exchange since 06.07.2022, were included in the ATHEX ESG (ATHEX ESG Index), which monitors the stock
market performance of companies listed on ATHEX that adopt and promote their environmental, social, and
corporate governance (ESG) practices.
Maroussi, 02.04.2026
The Vice Chairman of the BOD
and CEO
The Deputy CEO
The Executive Member of the
BOD
Dimitrios Andriopoulos
Nikolaos-Ioannis Dimtsas
Anna Chalkiadaki
Supplementary Report of the Board of Directors for the year 2025
All amounts are expressed in Euro, unless otherwise stated
67
Supplementary Report
To the Annual General Meeting of the Company’s Shareholders “DIMAND SOCIETE ANONYME -
DEVELOPMENT AND EXPLOITATION OF REAL ESTATE AND CONSTRUCTIONS, SERVIVES AND HOLDING”
in accordance with Article 4 of Law 3556/2007
According to article 4 of Law 3556/2007, companies whose shares are listed on a regulated market in Greece,
in this case on the Athens Stock Exchange, are obliged to submit a supplementary report to the Annual
General Meeting of Shareholders with detailed information on specific issues. This supplementary report of
the Board of Directors to the Ordinary General Meeting of Shareholders of the Company contains detailed
information regarding these matters.
A) Structure of the Company’s share capital
The share capital of the Company as of 31.12.2025 amounted to €934,015 divided in total into 18,680,300
ordinary registered shares with voting rights, with a nominal value of €0.05 each.
The Company’s shares are listed and traded on the Main Market of the Athens Exchange.
Each share carries with it all the rights and obligations defined by the Law and the Company’s Articles of
Association.
B) Restrictions on the transfer of shares of the Company
The transfer of the Company’s shares is carried out as required by the Law and there are no restrictions on
the transfer of shares under the Company’s Articles of Association.
C) Significant direct or indirect participation within the meaning of the provisions of articles 9 to 11 of
Law 3556/2007
The shareholders who, as of 31.12.2025, directly or indirectly hold more than 5% of the Company’s share
capital, within the meaning of articles 9 to 11 of Law 3556/2007, are as follows:
Full name / Company name
No. of Shares
%
Andriopoulos Dimitrios
10,200,586
1
54.6061%
1
LATSCO HELLENIC HOLDINGS SARL
1,100,155
5.8894%
It is noted that the above information is based on the notifications received from the aforementioned
individuals in accordance with the applicable legislation.
1
Included 11,650 ordinary shares, representing 0.0624% of the Company’s share capital, held as of 31.12.2025 by the company Damen
Holdings Limited, which is controlled by Mr.Andriopoulos Dimitrios.
Supplementary Report of the Board of Directors for the year 2025
All amounts are expressed in Euro, unless otherwise stated
68
D) Holders of any type of shares conferring special control rights and a description of the rights
involved
According to the Company’s Articles of Association, there are no shares of the Company which confer special
control rights to their holders.
E) Restrictions on voting rights
The Company’s Articles of Incorporation do not provide for any restrictions on the voting rights attached to
the Company’s shares.
F) Agreements between shareholders which are known to the Company, and which involve
restrictions on the transfer of shares or restrictions on the exercise of voting rights
The Company is not aware of any shareholder agreements that involve restrictions on the transfer of its
shares or restrictions on the exercise of voting rights attached to its shares.
G) 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
members of the Board of Directors and for the amendment of the Company’s Articles of Association do not
differ from those provided for in Law 4548/2018, as amended.
H) Authority of the Board of Directors or certain members of the Board of Directors to issue new
shares or to purchase treasury shares
The Board of Directors has no authority to issue new shares or to purchase own shares.
There is no pending resolution of the General Meeting of Shareholders of the Company to issue new shares.
Pursuant to the provisions of article 49 of Law 4548/2018, as amended, following approval by the General
Meeting of Shareholders, the Company, under the responsibility of the Board of Directors, may acquire,
through the Athens Exchange, its own shares, provided that the nominal value of the shares acquired,
including the shares previously acquired and retained by the Company, does not exceed 10% of its paid-up
share capital.
The Annual General Meeting dated 07.09.2022 passed a resolution for the acquisition by the Company of up
to one hundred and fifty thousand (150,000) treasury shares (common registered shares with voting rights),
in accordance with paragraphs 1 and 3 of article 49 of Law no. 4548/2018, with a minimum acquisition value
of €10.00 per share and a maximum acquisition value of €17.50 per share, and the free allocation of these
shares to members of the Board of Directors and/or the Company’s staff, including freelancers or self-
employed persons who provide services exclusively to the Company on a continuous basis and whose
insurance contributions are paid by the Company, in accordance with the provisions of article 114 of Law
4548/2018. The purchase of treasury shares started and was completed in the first half of 2023. The Company
acquired a total of 150,000 treasury shares, representing 0.8030% of the total share capital of the Company,
at an average purchase price of €13.1875 per share (in accordance with the terms approved by the
aforementioned Annual General Meeting). It is noted that the terms of the free allocation of treasury shares
were modified by the Ordinary General Meeting of the Company’s shareholders on 22.06.2023. More
Supplementary Report of the Board of Directors for the year 2025
All amounts are expressed in Euro, unless otherwise stated
69
specifically, it was decided to modify the deadline within which the allocation of treasury shares will be
completed, with the latest date being 30.06.2024, while it was also decided that the treasury shares that will
not be allocated under the existing Free Share Allocation Plan, for any reason, may be allocated for any
purpose and use permitted by the applicable legislation.
In addition, the Annual General Meeting dated 22.06.2023 approved the establishment of a new Equity Share
Acquisition Plan for any purpose and use permitted by the applicable legislation (including, but not limited to,
the purpose of reducing the Company’s share capital and cancelling the treasury shares to be acquired by the
Company, and/or the allocation of such shares to the Company’s staff and/or members of the management
of the Company and/or an affiliated company, always in accordance with the Company’s applicable
Compensation Policy), up to 0.803% of the Company’s paid-up share capital, i.e. up to a total of one hundred
and fifty thousand (18.680.300 X 0.803 %) shares (in addition to the treasury shares already held by the
Company under the existing plan, i.e. up to 300,000 shares in total at any given time, representing (1.61%) of
the Company’s share capital), at a price range between €10.00 (minimum price) and €20.00 (maximum price)
per share, for a period of twelve (12) months from the date of the decision and beyond, approved to authorize
the Board of Directors to determine at its sole discretion any other details and to take all necessary actions
to implement this resolution, including the possibility of further delegation of some or all of these powers.
The Annual General Meeting dated 13.06.2024 approved the extension of the duration of the Share Buyback
Program in accordance with Article 49 of Law 4548/2018, as applicable, and specifically the duration of the
Program was extended by twelve (12) additional months, thereby making the total duration twenty-four (24)
months from the date of its inception, i.e., the resolution of the Annual General Meeting of shareholders on
22.06.2023, resulting in a new expiration date of 22.06.2025.
The Ordinary General Meeting held on 17.06.2025 approved the establishment of a new Share Buyback
Program for any purpose and use permitted under applicable law (including, but not limited to, the purpose
of reducing the Company’s share capital and cancelling the treasury shares acquired by the Company, and/or
their allocation to employees and/or members of the Company’s management and/or of a related company,
always in accordance with the Company’s then-applicable Remuneration Policy), up to 1.07221% of the
Company’s paid-up share capital, i.e., a total of up to 200,292 shares (in addition to the treasury shares already
held by the Company under the existing program, i.e., up to 250,000 shares in total at any given time,
representing 1.33831% of the Company’s share capital), at a price range between €5.00 (minimum price) and
€20 (maximum price) per share, for a period of twelve (12) months from the expiry date of the existing
program, i.e., for twelve (12) months from 22.06.2025, valid until 22.06.2026. In the context of the above-
mentioned program, the Company acquired 29,376 shares during the fiscal year 2025.
I) A significant agreement entered into by the Company that becomes effective, is amended or
terminated in the event of a change in control of the Company following a public offering and the
effects of such agreement.
The Company has not entered into any such agreement.
Supplementary Report of the Board of Directors for the year 2025
All amounts are expressed in Euro, unless otherwise stated
70
J) Any agreement that the Company has entered into with its directors or employees that provides for
severance pay in the event of resignation or dismissal without just cause or termination of their term
of office or employment due to the public offering.
The Company does not have any agreements with its directors or personnel that provide for the payment of
compensation, specifically in the event of resignation or dismissal without just cause or termination of their
term of office or employment due to a public offering.
Maroussi, 02.04.2026
The Vice Chairman of the BOD
and CEO
The Deputy CEO
The Executive Member of the
BOD
Dimitrios Andriopoulos
Nikolaos-Ioannis Dimtsas
Anna Chalkiadaki
Annual Activity Report of the Audit Committee of the Company
for the year 2025
All amounts are expressed in Euro, unless otherwise stated
71
Annual Activity Report of the Audit Committee of the Company
“DIMAND SOCIETE ANONYME - DEVELOPMENT AND EXPLOITATION OF REAL ESTATE AND
CONSTRUCTIONS, SERVIVES AND HOLDING”
This Activity Report of the Audit Committee (hereinafter “Committee”) of the Company “DIMAND SOCIETE
ANONYME - DEVELOPMENT AND EXPLOITATION OF REAL ESTATE AND CONSTRUCTIONS, SERVIVES AND
HOLDING” with the distinctive title «DIMAND S.A.» (hereafter «Company») refers to the fiscal year 2025 and
has been prepared in accordance with the provisions of Article 44 of L. 4449/2017 as amended by Article 74
of L. 4706/2020. The purpose of this report is to present a brief but overall picture of the Committee’s work
during the fiscal year 2025 and up to the approval by the Board of Directors of the annual financial statements.
1. Purpose and Responsibilities
Main purpose of the Audit Committee is to assist the Board of Directors in fulfilling its supervisory obligation
regarding: a) safeguarding the integrity of the financial reporting process and information through the timely
preparation of reliable financial statements, b) ensuring independent, objective and efficient conduct of
internal and external audits of the Company, c) ensuring and supervising the compliance of the Company
with the legal, institutional and regulatory framework that govern its operation and d) ensuring and
supervising the growth and implementation of a suitable and efficient Internal Audit System.
The responsibilities and operations of the Committee for fulfilling its purpose are described in detail in its
current Rules of Procedure, which have been posted on the Company’s website (Audit Committee Charter) in
accordance with the applicable legislation.
2. Composition
The Audit Committee has been established in accordance with the provisions of article 44 of L.4449/2019, as
amended by L.4706/2020, and in force. The type, the composition, and term of office were determined by
virtue of the resolution of the Ordinary General Meeting of the Company’s Shareholders dated 09.06.2022. In
particular, a committee of the Board of Directors was designated, consisting of three (3) members of the
Board of Directors, two (2) independent non-executive members and one (1) non-executive member, in
accordance with the criteria of article 9 of L. 4706/2020, and with a term similar to the term of office of the
members of the Company’s Board of Directors, which lasts until the end of the term of the Board of Directors
(21.03.2025), with the possibility of being extended until the first Ordinary General Meeting, dated on
17.06.2025. The type, the composition and term of office were determined by virtue of the resolution of the
Ordinary General Meeting of the Company’s Shareholders dated 17.06.2025. In particular, a committee of the
Board of Directors was designated, consisting of three (3) members of the Board of Directors, in accordance
with the criteria of article 9 of L. 4706/2020, and with a term similar to the term of office of the members of
the Company’s Board of Directors, which lasts until the end of the term of the Board of Directors (17.06.2028),
with the possibility of being extended until the first Ordinary General Meeting. Subsequently, with the
resolution of the Board of Directors of the Company dated 17.06.2025, following the above decision of the
Ordinary General Meeting of the Shareholders, the members of the Audit Committee were appointed and
with the resolution of the Audit Committee dated 17.06.2025, Audit Committee was constituted into a body
and the independent non-executive member, Mr. Pelidis Emmanuel, was appointed as Chairperson. It is
Annual Activity Report of the Audit Committee of the Company
for the year 2025
All amounts are expressed in Euro, unless otherwise stated
72
noted that the Company had on its own initiative has established an Audit Committee since 14.2.2022, which
had operated as an independent committee until 22.03.2022, when it was converted into a committee of the
Board of Directors by virtue of a decision of the Extraordinary General Meeting of the Company’s
shareholders.
Therefore, the composition of the Company’s Audit Committee is as follows:
Full Name
Position
Capacity in the Board of Directors
Pelidis Emmanuel, son of Achilleas
Chairman
Chairman, Independent Non - Executive
Member
Haritos Nikolaos, son of Panagis
Member
Independent Non - Executive Member
Gonticas Constantine, son of Spyridon
Member
Independent Non - Executive Member
Each member of the Committee meets the requirements provided for by the current regulatory framework
necessary for its appointment in the Committee.
In particular, the members of the Committee have sufficient knowledge in the Company’s business (Real
Estate, Real Estate Holding and Development), while all members are independent of the Company, within
the meaning of the provisions of paras. 1 and 2 of Article 9 of L. 4706/2020.
Out of the Committee members, Messrs Nikolaos Haritos and Emmanuel Pelidis have by law (article 44 par.
1 point f(b)) of L. 4449/2017) adequate knowledge in auditing and/or accounting and Mr. Emmanuel Pelidis,
being independent of the Company, is the member that will be obligatorily present in the Committee
meetings regarding approval of the financial statements.
The curricula vitae of the Committee members have been posted on the Company’s website (Curricula Vitae).
3. Meetings
The Committee meets at least four (4) times per year. The Chairperson of the Committee decides on the
frequency and schedule of the meetings. The statutory auditors are entitled to request a meeting with the
Committee if they consider this to be necessary.
The Committee met eight (8) times during 2025, in which all members attended in person (either physically
or via teleconference). Also, within 2026 and until the approval by the Board of Directors of the annual
financial statements, the Committee met four (4) times. All of its members participated in the Committee
meetings, and its resolutions are reflected in the relevant minutes, signed by all its members. There was no
disagreement on any item.
It is noted that apart from the meetings, the members of the Committee are in regular contact and cooperate
closely and in a coordinated manner with the senior Management of the Company, the Head of the Internal
Audit Unit, the Statutory Auditors of the Company, the company “Deloitte Certified Public Accountants S.A.”
(hereinafter “Deloitte”), which was appointed by the Ordinary General Meeting of the Company’s shareholders
of 17.06.2025 as statutory certified auditor for the audit of financial statements for the fiscal year from
01.01.2025 to 31.12.2025 and for the issuance of the annual tax certificate, as well as the independent valuers.
Annual Activity Report of the Audit Committee of the Company
for the year 2025
All amounts are expressed in Euro, unless otherwise stated
73
4. Activities of the Committee for the year 2025 until the approval by the Board of Directors of the
annual financial statements
The Committee at the above meetings dealt with matters within its competence and in particular:
A. Statutory audit / Financial Reporting process
• Monitored, reviewed, and evaluated the process of financial reporting preparation in terms of its accuracy,
completeness, and consistency. In particular, the Committee reviewed and evaluated the annual and
periodical, individual and consolidated, financial statements and financial reports in accordance with the
applicable accounting standards, in terms of their accuracy, completeness and consistency, prior to their
submission to the Board of Directors for approval and recommended their approval to the Board of
Directors. In addition, the Committee verified the compliance with their publicity rules, as well as the
possibility of direct, uninterrupted access to them. In accordance with the above, the Committee
confirmed the Company’s compliance with the relevant laws and regulations governing the issuance and
disclosure of the financial statements.
• Cooperated with the competent executives of the Financial Services Directorate of the Company and the
Statutory Auditors, in order to be informed and confirm the adequacy and efficiency of the processes of
preparing the financial statements and any other financial notifications published.
• Was updated by the statutory auditors on the annual program of statutory audit of the Company and the
Group’s financial statements for the year 2025 prior to its implementation, and evaluated it, certifying
that this would cover the major audit fields and systems on financial reporting, taking into consideration
the main sectors of business and financial risk of the Group.
• In the context of monitoring the process and the performance of the statutory audit of the separate and
consolidated financial statements, the Company’s statutory auditor, Deloitte, received and evaluated the
Supplementary Report with the results of the statutory audit performed for the fiscal year 2024,
confirming that it met the specific requirements of Article 11 of Regulation (EU) No 537/2014 of the
European Parliament and of the Council of 16 April 2014. On these matters, the statutory auditors have
assured the Committee that, as a result of their audit for the fiscal year 2024, they did not identify any
material misstatement in the separate and consolidated financial statements, whether due to fraud or
error, nor was there any finding that would have a material effect on the financial statements and the
normal operation of the Group and the Company.
• Evaluated the auditors’ work and took into account, among others, the opinion of the Financial Services
Department, it recommended to the Board of Directors the reappointment of the firm of auditors
"Deloitte Certified Public Accountants S.A." and the distinctive title "Deloitte S.A." for the audit of the
financial statements for the fiscal year from 01.01.2025 to 31.12.2025. Further, the Committee has
submitted a proposal to the Board of Directors to determine the remuneration of Deloitte S.A. for the
fiscal year 2025.
• Updated by the external auditors that their review of the interim financial statements for the period ended
30.06.2025 has not brought to their attention anything that would cause them to believe that interim
condensed financial statements has not been prepared, in all material respects, in accordance with IAS
34.
• Updated by the statutory auditors on the annual program of statutory audit of the financial statements
of the Company and the Group for the year 2025 prior to its implementation, and evaluated it, certifying
that this would cover the major audit fields and systems on financial reporting, taking into consideration
the main sectors of business and financial risk of the Group.
Annual Activity Report of the Audit Committee of the Company
for the year 2025
All amounts are expressed in Euro, unless otherwise stated
74
• Received from the Company’s statutory auditor, Deloitte, and evaluated the Supplementary Report with
the results of the statutory audit carried out for the fiscal year 2024, confirming that it met the specific
requirements of article 11 of Regulation (EU) No 537/2014 of the European Parliament and of the Council
of 16 April 2014. On these matters, the statutory auditors have assured the Committee that, from the
audit carried out for the fiscal year 2025, they did not identify any material misstatement to the separate
and consolidated financial statements due to either fraud or error, nor was there any finding that would
have a material impact on the financial statements and the smooth operation of the Group and the
Company.
• Held meetings with the Company’s independent valuers prior to the publication of the interim and annual
financial statements in order to be informed about the development of the real estate market and the
most important assumptions of the valuations.
• Confirmed the independence of the statutory auditor, the objectivity and effectiveness of the audit
process, based on the relevant professional and regulatory requirements. The statutory auditor in this
context was called by the Committee, before which the auditor confirmed his independence and the
nonexistence of any external direction or directive or recommendation during the exercise of his duties.
Monitoring and ensuring the completeness, objectivity and effectiveness of the audit by the regular
auditor is a key priority of the Committee.
• Assessed the extent to which the engagement of the Company’s Certified Public Accountants to perform
agreed-upon procedures regarding the assurance of compliance with the terms of the bond loan is in
accordance with the provisions of Law 4449/2017 (Article 44) and Regulation (EU) 537/2014 (Article 5).
• Updated the Board of Directors on the external audit results.
It is noted that in 2025 and within 2026 until the approval by the Board of Directors of the annual financial
statements, the Audit Committee met six (6) times with the external auditors, overseeing the process of the
relevant audit of the financial statements.
B. Internal Audit System and Risk Management / Internal audit
Internal Audit Unit
The Committee:
• Monitored and reviewed the proper operation of the Internal Audit Unit in accordance with international
standards on professional implementation of internal audit, as well as applicable legal and regulatory
framework and evaluated its work, adequacy and efficiency, without breaching its independence.
• Was informed in writing by the Head of the Internal Audit Unit, on the annual audit program of the year
2025 of the Internal Audit Unit, is amendments and the annual audit program of the year 2025, as
prepared on the basis of risks. The Committee, prior to the implementation of the program, evaluated it,
taking into consideration the main sectors of business and financial risks as well as the results of the
previous internal audits and expressed its opinion. The Committee then recommended to the Board of
Directors the approval of each Annual Audit Plan.
• Received from the Internal Audit Unit, reviewed and evaluated the Annual Reports for the fiscal years
2024 & 2025, the three-monthly activity reports of the Unit, as well as the reports on the audits conducted
based on the approved annual audit program. Moreover, the Committee informed the Board of Directors
on their content, communicating its opinions thereon.
Annual Activity Report of the Audit Committee of the Company
for the year 2025
All amounts are expressed in Euro, unless otherwise stated
75
• Was informed by the Internal Audit Unit on the progress of corrective actions regarding previous audits’
identified weaknesses.
• Was informed by the Head of the Internal Audit Unit regarding the independence of the Internal Audit
Unit.
• Was informed by the Head of the Internal Audit Unit regarding the update of the Internal Audit Unit’s
Operating Manual.
• Evaluated the work of the Internal Audit Unit, taking into account the requirements of Law 4706/2020.
• Evaluated and recommended to the Remuneration and Nomination Committee the modification of the
terms of employment of the Head of the Internal Audit Unit, in compliance with the Company’s
Remuneration Policy according to article 110 of L. 4548/2018, which has been approved by the
Extraordinary General Meeting of the Company’s shareholders on 22.03.2022.
Regulatory Compliance Unit
The Committee:
• Approved the Annual Action Plan of the Compliance Unit for the years 2025 & 2026.
• Evaluated and approved the quarterly reports and Activity Reports of the Compliance Unit for the years
2024 & 2025.
• Recommended the above documents to the Board for discussion and approval.
• Evaluated the work of the Compliance Unit, taking into account the requirements of L. 4706/2020.
Risk Management Unit
The Committee:
• Approved the Risk Management Unit’s Annual Action Plan for the years 2025 & 2026.
• Reviewed and approved the Risk Management Unit’s quarterly reports and Activity Reports for the years
2024 & 2025.
• Was made aware of the results of the 2025 Risk and Control Self-Assessment (RCSA) and the updated Risk
Register.
• Recommended the above documents to the Board for discussion and approval.
• Evaluated the work of the Risk Management Unit, considering the requirements of L. 4706/2020.
Internal Audit System
• Recommended to the Board of Directors, by submitting a relevant proposal, the appointment of the
auditing company "Ernst & Young (HELLAS) Certified Public Accountants SA" (hereinafter referred to as
"EY") as independent evaluator with regard to the evaluation of the Internal Audit System for the period
from 01.01.2023 to 31.12.2025, based on the requirements of Law 4706/2020. Furthermore, the
Committee submitted a relevant proposal to the Board of Directors of the Company for the determination
of EY’s fee for the provision of the above service.
Annual Activity Report of the Audit Committee of the Company
for the year 2025
All amounts are expressed in Euro, unless otherwise stated
76
• Monitored the progress of the evaluation of the Company’s Internal Audit System by the independent
evaluator EY, ensuring, in cooperation with the Internal Audit, Compliance, Risk Management and other
organizational units of the Company, the smooth and timely implementation of the project.
• Informed by the independent evaluator, EY, on the assessment of the adequacy and effectiveness of the
Internal Control System of the Company and its significant subsidiary, Arcela, and that no material
weaknesses were identified.
C. Corporate Governance System
• Recommended to the Board of Directors, by submitting a relevant proposal, the appointment of the
auditing company "Ernst & Young (HELLAS) Certified Public Accountants S.A." (hereinafter referred to as
"EY") as an independent evaluator with regard to the assessment of the implementation and effectiveness
of the Corporate Governance System until 31.12.2025 based on the requirements of Law 4706/2020.
Furthermore, the Committee submitted a proposal to the Board of Directors of the Company for the
determination of the remuneration of EY for the provision of the aforementioned service.
• Monitored the progress of the evaluation of the implementation and effectiveness of the Company’s
Corporate Governance System by the independent evaluator EY, ensuring, in cooperation with the
Internal Audit, Compliance, Risk Management and other organizational units of the Company, the smooth
and timely implementation of the project.
• Informed by the independent evaluator, EY, on the assessment of the implementation and effectiveness
of the Company’s Corporate Governance System, and that no material weaknesses were identified.
D. Other matters
The Audit Committee in the context of the Corporate Governance Law 4706/2020:
• Proceeded with its self-assessment and submitted the results of this to the Board of Directors for
discussion.
The Committee recognises the constant and timely update that its members receive from the Internal Audit
Unit in every meeting regarding the conduct of internal audits, their progress and results ensuring compliance
of the Company with the required processes.
In accordance with the above, the Committee found the adequate and constant update from the internal and
external audit of the Company through their notes and suggestions, for ensuring the smooth operation of
the Company.
The cooperation of the Committee with the Company’s Management, the Head of the Internal Audit Unit and
the Statutory Auditors was completely satisfactory and no problem in its operation arose. During the exercise
of its work, the Committee had and has unhindered and full access to all the information it needs, while the
Company provides the Committee with the necessary infrastructure and spaces to effectively perform its
duties.
Annual Activity Report of the Audit Committee of the Company
for the year 2025
All amounts are expressed in Euro, unless otherwise stated
77
5. Sustainable Development Policy (ESG)
In accordance with article 44 par. 1 point i of L. 4449/2017, the Audit Committee’s annual report includes a
description of the sustainable development policy followed by the Company.
The Company has a “Sustainable Development Policy”, which is posted on its website (Sustainable
Development Policy) and summarizes its commitment to the responsible management of economic, social,
and environmental impacts arising from all of its activities, both towards its stakeholders and, more broadly,
towards the economy, society, and the natural environment. The Policy aims, on one hand, to minimize
potential negative impacts (e.g., greenhouse gas emissions) and, on the other hand, to maximize positive
impacts (e.g., job creation), in alignment with the United Nations Sustainable Development Goals (SDGs).
Within 2025, the Company published the Environmental, Social and Governance (ESG) Report for the period
from 1.1.2024 to 31.12.2024. The following standards and frameworks were taken into account for the
preparation of the report: Global Reporting Initiative (GRI) Standards and has been aligned with the Athens
Stock Exchange (ATHEX) ESG Reporting Guide 2022 and Global Real Estate Sustainability Benchmark (GRESB)
Reference Guide.
The report presents the Company’s approach, actions and performance across a wide range of nonfinancial
factors. Sustainable development is at the core of the Company’s business model as management seeks to
create equitably distributed and long-term value for the Company, its business partners and the society in
which it operates. The aim of the report is to highlight the responsible way in which the Company operates
across the broader ESG spectrum, increasing transparency and enhancing stakeholder confidence in the
Company’s philosophy and actions.
Finally, it should be noted that since December 2025 the Company’s shares, which are listed on the Athens
Stock Exchange since 06.07.2022, are included in the ATHEX ESG Index, which monitors the stock market
performance of companies listed on ATHEX that adopt and promote their environmental, social and corporate
governance (ESG) practices.
Maroussi, 02.04.2026
The Chairman
The members
Emmanuel (Manos) Pelidis
Nikolaos Haritos
Constantine Gonticas
78
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Statement of Financial Position
as at December 31, 2025
All amounts expressed in Euro, unless otherwise stated
The accompanying notes on pages 85 – 171 form an integral part of the Annual Financial Statements.
79
D. Annual Financial Statements
Statement of Financial Position
Group
Company
Note
31.12.2025
31.12.2024
31.12.2025
31.12.2024
Assets
Non-current assets
Investment property
8
174,589,657
141,784,782
-
-
Property, equipment
9
1,255,363
908,326
1,167,057
755,194
Intangible assets
9,716
5,485
9,716
5,485
Financial assets at fair value through other
comprehensive income
10
-
-
173,047,228
160,700,277
Financial assets at fair value through profit or
loss
10
-
-
28,484,890
23,758,509
Investments in joint ventures accounted for
using the equity method
11
96,350,456
87,061,019
-
-
Deferred tax assets
12
625,468
431,603
336,272
431,394
Trade and other receivables
13
16,469,969
6,843,018
39,937,065
1,426,104
Total non-current assets
289,300,629
237,034,233
242,982,228
187,076,963
Current assets
Trade and other receivables
13
26,412,711
24,498,934
50,383,587
11,654,875
Inventories
-
47,800
-
-
Cash and cash equivalents
14
50,053,021
38,265,299
2,766,148
21,028,443
Total current assets
76,465,732
62,812,033
53,149,735
32,683,318
Total assets
365,766,361
299,846,266
296,131,963
219,760,281
Equity
Share capital
15
934,015
934,015
934,015
934,015
Share premium
15
92,158,255
92,158,255
92,158,255
92,158,255
Treasury stocks reserve
15
(962,043)
(662,055)
(962,043)
(662,055)
Other reserves
16
2,800,395
2,800,395
84,315,123
81,394,172
Retained earnings
111,210,809
77,378,443
49,825,359
15,651,298
Equity attributable to shareholders of the
parent company
206,141,431
172,609,053
226,270,709
189,475,685
Non-controlling interests
17
23,646,396
20,262,126
-
-
Total equity
229,787,827
192,871,179
226,270,709
189,475,685
Liabilities
Non-current liabilities
Long-term borrowings
18
70,084,885
53,029,589
45,516,854
10,562,288
Deferred tax liabilities
12
11,986,636
8,096,192
-
-
Employee benefit obligations
19
385,564
295,293
385,301
294,214
Government grants
1,610,269
1,579,107
-
-
Trade and other payables
20
3,819,963
1,431,713
250,159
1,025,904
Total non-current liabilities
87,887,317
64,431,894
46,152,314
11,882,406
Current liabilities
Trade and other payables
20
18,443,362
21,727,703
6,250,762
5,740,836
Short-term borrowings
18
28,885,035
20,815,311
17,458,178
12,661,354
Tax liabilities
762,820
179
-
-
Total current liabilities
48,091,217
42,543,193
23,708,940
18,402,190
Total liabilities
135,978,534
106,975,087
69,861,254
30,284,596
Total equity and liabilities
365,766,361
299,846,266
296,131,963
219,760,281
Statement of Comprehensive Income
for the year ended December 31, 2025
All amounts expressed in Euro, unless otherwise stated
The accompanying notes on pages 85 – 171 form an integral part of the Annual Financial Statements.
80
Statement of Comprehensive Income
Group
Company
From 01.01 to
From 01.01 to
Note
31.12.2025
31.12.2024
31.12.2025
31.12.2024
Revenue
21
59,867,865
28,423,718
19,233,795
13,481,184
59,867,865
28,423,718
19,233,795
13,481,184
Fair value gains on investment property
8
30,357,153
11,308,662
-
-
Construction cost
22
(41,266,372)
(14,462,603)
(5,739,720)
(682,855)
Gain on disposal of investment property
8
559,209
-
-
-
Property taxes – levies
23
(762,281)
(1,017,411)
-
(1,828)
Personnel expenses
24
(4,478,062)
(4,291,778)
(4,398,780)
(4,139,370)
Depreciation of property and equipment and
amortisation of intangible assets
(731,274)
(427,568)
(664,461)
(360,356)
Net change in inventory property
-
(4,039,534)
-
(1,054,852)
Impairment losses (including reversals of
impairment losses) on trade and other
receivables
(6,248)
(19,500)
7,417
27,976
Gain on disposal of subsidiaries and joint
ventures
25
6,082,145
14,880,230
-
-
Other income
26
1,624,221
227,046
35,526,739
311,004
Other expenses
27
(11,885,096)
(7,455,589)
(10,506,729)
(8,288,245)
Gain on financial assets at fair value through
profit or loss
10
-
-
2,306,735
19,749,790
Operating Profit
39,361,260
23,125,673
35,764,996
19,042,448
Share of profit of investments accounted for
using the equity method
11
5,515,025
34,471,092
-
-
Finance income
28
447,570
79,864
674,453
1,821,456
Finance expenses
28
(3,284,144)
(3,139,766)
(2,116,743)
(1,578,700)
Profit before tax
42,039,711
54,536,863
34,322,706
19,285,204
Income tax
29
(6,992,356)
(3,061,582)
(106,897)
(278)
Profit for the year
35,047,355
51,475,281
34,215,809
19,284,926
Attributable to:
Shareholders of the parent company
33,872,985
36,965,755
34,215,809
19,284,926
Non-controlling interests
17
1,174,370
14,509,526
-
-
Other comprehensive income:
Items that will not be reclassified
subsequently to profit or loss
Gain on financial assets at fair value through
other comprehensive income - before tax
10
-
-
2,920,951
22,963,187
Actuarial gains/(losses) on defined benefit plans
- before tax
(52,076)
15,070
(53,523)
14,937
Actuarial gains/(losses) on defined benefit plans
- income tax
11,457
(3,315)
11,775
(3,286)
Other comprehensive income for the year,
after tax
(40,619)
11,755
2,879,203
22,974,838
Total comprehensive income for the year
35,006,736
51,487,036
37,095,012
42,259,764
Attributable to:
Shareholders of the parent company
33,832,366
36,977,510
37,095,012
42,259,764
Non-controlling interests
17
1,174,370
14,509,526
-
-
Earnings per share-in Euro
30
1.82
1.99
Statement of Changes in Equity – Group
for the year ended December 31, 2025
All amounts expressed in Euro, unless otherwise stated
The accompanying notes on pages 85 – 171 form an integral part of the Annual Financial Statements.
81
Statement of Changes in Equity
Note
Share
capital
Share
premium
Treasury
stocks
reserve
Other
reserves
Retained
earnings
Equity
attributable to
shareholders
of the parent
company
Non-
controlling
interests
Total
equity
Balance January 1, 2024
934,015
92,158,255
(1,984,661)
2,800,395
39,724,760
133,632,764
-
133,632,764
Profit for the year
-
-
-
-
36,965,755
36,965,755
14,509,526
51,475,281
Other comprehensive income for
the year
-
-
-
-
11,755
11,755
-
11,755
Total comprehensive income for
the year
-
-
-
-
36,977,510
36,977,510
14,509,526
51,487,036
Transactions with non-controlling
interests
-
-
-
-
1,170,366
1,170,366
-
1,170,366
Share capital increase of non-
controlling interests
17
-
-
-
-
-
-
5,752,600
5,752,600
Equity-settled share-based payment
15
-
-
1,322,606
-
(494,193)
828,413
-
828,413
Total transactions with
shareholders
-
-
1,322,606
-
676,173
1,998,779
5,752,600
7,751,379
Balance December 31, 2024
934,015
92,158,255
(662,055)
2,800,395
77,378,443
172,609,053
20,262,126
192,871,179
Balance January 1, 2025
934,015
92,158,255
(662,055)
2,800,395
77,378,443
172,609,053
20,262,126
192,871,179
Profit for the year
-
-
-
-
33,872,985
33,872,985
1,174,370
35,047,355
Other comprehensive income for
the year
-
-
-
-
(40,619)
(40,619)
-
(40,619)
Total comprehensive income for
the year
-
-
-
-
33,832,366
33,832,366
1,174,370
35,006,736
Share capital increase of non-
controlling interests
15
-
-
-
-
-
-
2,209,900
2,209,900
Purchase of treasury stocks
-
-
(299,003)
-
-
(299,003)
-
(299,003)
Expenses related to purchase of
treasury stocks
-
-
(985)
-
-
(985)
-
(985)
Total transactions with
shareholders
-
-
(299,988)
-
-
(299,988)
2,209,900
1,909,912
Balance December 31, 2025
934,015
92,158,255
(962,043)
2,800,395
111,210,809
206,141,431
23,646,396
229,787,827
Statement of Changes in Equity - Company
for the year ended December 31, 2025
All amounts expressed in Euro, unless otherwise stated
The accompanying notes on pages 85 – 171 form an integral part of the Annual Financial Statements.
82
Note
Share capital
Share
premium
Treasury
stocks
reserve
Other
reserves
Retained earnings
Retained earnings
Balance January 1, 2024
934,015
92,158,255
(1,984,661)
58,430,985
(3,151,086)
146,387,508
Profit for the year
-
-
-
-
19,284,926
19,284,926
Other comprehensive income for
the year
-
-
-
22,963,187
11,651
22,974,838
Total comprehensive income for
the year
-
-
-
22,963,187
19,296,577
42,259,764
Equity-settled share-based payment
15
-
-
1,322,606
-
(494,193)
828,413
Total transactions with
shareholders
-
-
1,322,606
-
(494,193)
828,413
Balance December 31, 2024
934,015
92,158,255
(662,055)
81,394,171
15,651,298
189,475,685
Balance January 1, 2025
934,015
92,158,255
(662,055)
81,394,172
15,651,298
189,475,685
Profit for the year
-
-
-
-
34,215,809
34,215,809
Other comprehensive income for
the year
-
-
-
2,920,951
(41,748)
2,879,203
Total comprehensive income for
the year
-
-
-
2,920,951
34,174,061
37,095,012
Purchase of treasury stocks
-
-
(299,003)
-
-
(299,003)
Expenses related to purchase of
treasury stocks
-
-
(985)
-
-
(985)
Total transactions with
shareholders
-
-
(299,988)
-
-
(299,988)
Balance December 31, 2025
934,015
92,158,255
(962,043)
84,315,123
49,825,359
226,270,709
Statement of Cash Flow – Group
for the year ended December 31, 2025
All amounts expressed in Euro, unless otherwise stated
The accompanying notes on pages 85 – 171 form an integral part of the Annual Financial Statements.
83
Statement of Cash flows
From 01.01 to
Note
31.12.2025
31.12.2024
Profit before tax
42,039,711
54,536,863
Adjustments for:
Net fair value (gain) on investment property
8
(30,357,153)
(11,308,662)
Depreciation of property and equipment
9
635,862
424,748
Amortisation of intangible assets
95,412
2,820
(Gain) on disposal of investments on subsidiaries and joint ventures
25
(6,082,145)
(14,880,230)
(Gain) on disposal of investment property
8
(559,209)
-
Share of (profit) of investements accounted for using the equity method
11
(5,515,025)
(34,471,092)
Finance (income)/costs – net
28
2,857,825
3,059,902
Free distribution of treasury stocks
-
828,413
(Gain) / Loss on finance subleases
(1,352,827)
34,919
Other
-
(24,837)
1,762,451
(1,797,156)
Changes in working capital
(Increase) / decrease in trade and other receivables
(15,764,592)
(123,128)
(Increase) / decrease in inventories
47,800
(8,620,534)
Increase / (decrease) in trade and other payables
(885,998)
15,100,221
Increase / (decrease) provisions
91,087
18,720
(16,511,703)
6,375,279
Cash flows from operating activities
(14,749,252)
4,578,123
Interest paid and related expenses
(4,035,779)
(4,355,481)
Income taxes paid
(4,346)
(3)
Net cash flows from operating activities
(18,789,377)
222,639
Cash flows from investing activities
Payments for acquisition/incorporation/contribution to investments in subsidiaries
and joint ventures, net of cash acquired
(8,049,375)
(16,959,800)
Proceeds from decrease of share capital and other reserves
2,800,032
-
Purchase of property and equipment
(118,757)
(42,990)
Purchase of intangible assets
(99,642)
-
Purchase of investment properties
(49,368,359)
(3,382,652)
Payments for additions to existing investment properties and related to investment
properties
(14,631,654)
(20,180,612)
Proceeds from disposal of investment properties
8,232,000
-
Proceeds on disposal of investments in subsidiaries and joint ventures net of cash
sold
40,235,729
29,726,805
Interest received
167,213
59,351
Interest received from borrowings/subleases to related parties
11,372
8,447
Loans granted to related parties
32
-
(4,494,000)
Capital receipts of subleases
65,150
31,687
Proceeds from loans granted to related parties
4,474,000
-
Net cash flows from investing activities
(16,282,291)
(15,233,764)
Cash flows from financing activities
Repayment of borrowings
(6,966,664)
(40,840,000)
Proceeds from borrowings
55,122,000
82,104,000
Purchase of treasury stocks
(299,988)
-
Capital repayments of leases
(995,958)
(388,083)
Net cash flows from financing activities
46,859,390
40,875,917
Net increase/(decrease) in cash and cash equivalents
11,787,722
25,864,792
Cash and cash equivalents at the beginning of the year
38,265,299
12,400,507
Cash and cash equivalents at the end of the year
50,053,021
38,265,299
Statement of Cash Flow – Company
for the year ended December 31, 2025
All amounts expressed in Euro, unless otherwise stated
The accompanying notes on pages 85 – 171 form an integral part of the Annual Financial Statements.
84
From 01.01 to
Note
31.12.2025
31.12.2024
Profit before tax
34,322,706
19,285,204
Adjustments for:
Depreciation of property and equipment
9
569,049
357,537
Amortisation of intangible assets
95,412
2,820
(Gain)/loss on financial assets at fair value through profit or loss
10
(2,306,735)
(19,749,790)
Dividend income
(35,000,000)
-
Finance (income)/costs – net
28
1,442,290
(242,756)
Free distribution of treasury stocks
-
828,413
(Gain) / Loss on finance subleases
(200,114)
78,502
(1,077,392)
559,930
Changes in working capital
(Increase) / decrease in trade and other receivables
(1,761,021)
113,013
(Increase) / decrease in inventories
-
895,000
Increase / (decrease) in trade and other payables
(319,346)
3,041,862
Increase / (decrease) provisions
91,087
18,436
(1,989,280)
4,068,310
Cash flows from operating activities
(3,066,672)
4,628,240
Interest paid and related expenses
(2,031,825)
(1,676,438)
Income taxes paid
-
-
Net cash flows from operating activities
(5,098,497)
2,951,802
Cash flows from investing activities
Payments for acquisition/incorporation/contribution to investments in
subsidiaries and joint ventures, net of cash acquired
(11,911,100)
(21,141,125)
Proceeds from decrease of share capital and other reserves
-
2,585,000
Purchase of property and equipment
(117,477)
(39,540)
Purchase of intangible assets
(99,642)
-
Proceeds on disposal of investments in subsidiaries and joint ventures net of cash
sold
65,454
7,280,857
Interest received
92,697
104,635
Interest received from borrowings/subleases to related parties
18,738
19,666
Loans granted to related parties
32
(39,900,000)
-
Capital receipts of subleases
106,044
73,803
Proceeds from loans granted to related parties
-
23,905,184
Net cash flows from investing activities
(51,745,286)
12,788,480
Cash flows from financing activities
Repayment of borrowings
(6,000,000)
(4,650,000)
Proceeds from borrowings
45,300,000
8,650,000
Purchase of treasury stocks
(299,988)
-
Capital repayments of leases
(418,524)
(262,957)
Net cash flows from financing activities
38,581,488
3,737,043
Net increase/(decrease) in cash and cash equivalents
(18,262,295)
19,477,325
Cash and cash equivalents at the beginning of the year
21,028,443
1,551,118
Cash and cash equivalents at the end of the year
2,766,148
21,028,443
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
85
Notes to the Financial Statements
1. General Information for the Company and the Group
The parent company "DIMAND SOCIETE ANONYME - DEVELOPMENT AND EXPLOITATION OF REAL ESTATE
AND CONSTRUCTIONS, SERVICES AND HOLDING" (hereinafter the "Company" or "DIMAND S.A.") with the
distinctive title DIMAND S.A., headquartered in the Municipality of Maroussi, Greece has as its main object
the realisation of investments in real estate, the purchase, sale, lease and rental of real estate for the purpose
of its development. It also manages and exploits in any way the properties of the Company or third parties
and provides services in the field of real estate development and management through the preparation of
studies, surveys and business plans for the development of real estate. Finally, the operation of all types of
construction projects, whether public or private, the construction of buildings of all types and uses on land
owned by the Company or by third parties, for the purpose of selling them in whole or in part or exploiting
them, and, in general, the operation of real estate businesses. The Company has the legal form of a societe
anonyme and is registered in the General Commercial Register under the number 004854501000. The
duration of the company is set at fifty years. The address of the Company’s registered office is 115
Neratziotisis street, 15124, Maroussi, Greece. The Company and the subsidiaries consolidated by the
Company using the full consolidation method by the Company constitute the Group (hereinafter referred to
as the "Group").
For the Group structure, as well as the investments in subsidiaries and joint ventures, see notes 10 and 11.
As of 31.12.2025, the Group’s and the Company’s number of employees was 68 and 65 respectively
(31.12.2024: 71 employees for the Group and 63 employees for the Company). It should be noted that only
the Company (65 employees), the subsidiary Arcela Investments Ltd (2 employees) and the subsidiary Bridged
- T Ltd (1 employee) employed staff as of 31.12.2025, as the other property development companies and their
holding companies do not employee staff.
The members of the Board of Directors of the Company were elected by virtue of the decision of the Ordinary
General Meeting of the Company’s shareholders of 17.06.2025, for a three-year term of office, which expires
on 17.06.2028, and may be automatically extended until the expiry of the period within which the next Annual
General Meeting may be convened.
Subsequently, the Board of Directors was reconstituted (a) by virtue of the Board of Directors’ decision of dated 17.06.2025 and (b) by virtue of the Board of Directors’ decision of dated 03.11.2025, following the resignation on 30.10.2025, with force from 03.11.2025, of the independent non-executive member of the 1Board of Directors, Mrs Polyxeni (Xenia) Kazoli.
1
Start of term: 07.11.2023, End of term: 03.11.2025
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
86
The composition of the Board of Directors as of 31.12.2025 is as follows:
Full name Position in the Board of Directors / Capacity Chairman of the BoD, Independent non-executive Gonticas Constantine member Vice Chairman of the BoD and CEO, Executive Andriopoulos Dimitrios member Dimtsas Nikolaos - Ioannis Deputy CEO, Executive member Dagtzi - Giannakaki Despoina Executive member Anastasopoulos Michael Executive member Itsiou Olga Executive member Chalkiadaki Anna Executive member Pelidis Emmanuel (Manos) Independent - Non-Executive Member Haritos Nikolaos Independent - Non-Executive Member
During the Board of Directors’ independent non-executive members’ election by the General Meeting, the completeness of the criteria for their independence in relation to the Company was verified.
Additionally, in accordance with the provisions of Law 4706/2020 article 9, the Board of Directors, within the framework of the continuous assessment of the independence criteria of its independent non-executive members, ascertained at its meeting on 12.02.2026, prior to the publication of the annual financial report, that the aforementioned independent members continue to meet the independence criteria.
These Consolidated and Separate Financial Statements for 31.12.2025, have been approved for issue by the
Company’s Board of Directors on 02.04.2026, and are available, along with the independent auditor’s report
and the Board of Directors’ Annual Report on the website address https://dimand.gr/en/ and are subject to
approval by the Annual General Meeting of Shareholders.
2. Basis of preparation of the Financial Statements
The financial statements have been prepared by Management in accordance with International Financial
Reporting Standards (IFRS) and the Interpretations of the Interpretations Committee of IFRS, as adopted by
the European Union (EU).
The accounting policies are consistent with those used in the previous fiscal year.
The financial statements have been prepared under the historical cost convention, except for investment
property and investments. Moreover, in Company level, subsidiaries and joint ventures, which are measured
at fair value.
The preparation of the financial statements in accordance with IFRS requires the use of certain significant
estimates, judgments and assumptions by Management in applying the accounting policies. Areas involving
complex transactions and involving a high degree of subjectivity, or assumptions and estimates that are
significant to the financial statements of the Group and the Company are referred to in note 6.
The amounts in the financial statements are presented in euros, unless expressly stated otherwise.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
87
Going Concern Assumption The Management, after reviewing the current financial data of the Group and the Company as well as future obligations, agreements, and prospects, and considering the impact of the macroeconomic environment, assesses that the prospects of the Group and the Company are positive and that the Group and the Company have the ability to continue their operations without disruption in accordance with their business plan. Given that the Group's working capital is positive, meaning that current assets exceed short-term liabilities by €28,374,513 (2024: €20,268,840), the Management of the Group and the Company believes that the Group and the Company have sufficient resources to continue their economic activities for the twelve months following the date of approval of the financial statements. As a result, the Annual Financial Statements have been prepared in accordance with the going concern principle for the Group and the Company.
The Company's Management closely monitors and evaluates developments to take necessary measures and adjust its business plans (if required) in order to ensure business continuity and mitigate any potential negative impacts.
3. New standards, amendments to standards and interpretation
The Financial Statements have been prepared in accordance with the accounting policies used to prepare the
Financial Statements for the fiscal year 2024, adapting new Standards, and the revisions to the Standards
required by IFRS.
New standards, amendments to standards and interpretation: Certain new standards, amendments to
standards and interpretations have been issued that are mandatory for periods beginning on or after January
1, 2025. The amendments and interpretations adopted for the first time in 2025 did not have a material impact
on these financial statements, unless otherwise stated.
Standards and Interpretations effective for the current financial year
• IAS 21 (Amendments) “The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability”:
The amendments specify when a currency is exchangeable into another currency and how to determine the
exchange rate when it is not. Applying the amendments, a currency is exchangeable when an entity is able to
exchange that currency for the other currency through market or exchange mechanisms that create
enforceable rights and obligations without undue delay at the measurement date and for a specified purpose.
However, a currency is not exchangeable into the other currency if an entity can only obtain no more than an
insignificant amount of the other currency at the measurement date for the specified purpose. When a
currency is not exchangeable at the measurement date, an entity is required to estimate the spot exchange
rate as the rate that would have applied to an orderly exchange transaction at the measurement date
between market participants under prevailing economic conditions. In that case, an entity is required to
disclose information that enables users of its financial statements to evaluate how the currency’s lack of
exchangeability affects, or is expected to affect, the entity’s financial performance, financial position and cash
flows.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
88
Standards and Interpretations effective for subsequent periods
A number of new standards and amendments to standards and interpretations are effective for subsequent
periods and have not been applied in preparing these consolidated and separate financial statements. The
Group is currently investigating the impact of the new standards and amendments on its financial statements.
• IFRS 9 (Amendments) “Financial Instruments” and IFRS 7 (Amendments) “Financial Instruments:
Disclosures” (effective for annual periods beginning on or after January 1, 2026): Application guidance is
added to IFRS 9 “Financial Instruments” to address specifically whether a contract to buy electricity generated
from a source dependent on natural conditions is held for the entity’s own-use expectations. The
amendments also permit an entity to designate a variable nominal amount of electricity as the hedged item
when an entity applies the hedge accounting requirements in IFRS 9 and designates a contract referencing
nature-dependent electricity with a variable nominal amount as the hedging instrument. In addition,
disclosure requirements are introduced in IFRS 7 about contracts for nature-dependent electricity with
specified characteristics. Under the amendments, an entity is required to disclose in a single note in its
financial statements information about contracts to buy nature-related electricity that meet the own use
requirements in IFRS 9. In particular, the entity is required to disclose information that enables users of its
financial statements to understand the effects these contracts have on the amount, timing and uncertainty
of its future cash flows and on its financial performance. The Group and the Company does not expect these
amendments to have a material impact on its financial statements.
• IFRS 9 (Amendments) “Financial Instruments” and IFRS 7 (Amendments) “Financial Instruments:
Disclosures” ((effective for annual periods beginning on or after January 1, 2026): The application guidance
in IFRS 9 is amended to clarify the date of initial recognition or derecognition of financial assets and financial
liabilities.
The amendments permit an entity to deem a financial liability (or part of it) that will be settled in cash using
an electronic payment system to be discharged before the settlement date if, and only if, the entity has
initiated a payment instruction that has resulted in:
• the entity having no practical ability to withdraw, stop or cancel the payment instruction
• the entity having no practical ability to access the cash to be used for settlement
• the settlement risk associated with the electronic payment system being insignificant.
The application guidance in IFRS 9 is amended to provide guidance on how an entity assesses whether
contractual cash flows of a financial asset are consistent with a basic lending arrangement. The amendments
clarify that contractual cash flows are inconsistent with a basic lending arrangement if they are indexed to a
variable that is not a basic lending risk or cost or if they represent a share of the debtor’s revenue or profit,
even if such contractual terms are common in the market in which the entity operates.
IFRS 9 is amended to enhance the description of the term “non-recourse”. Under the amendments, a financial
asset has non-recourse features if an entity’s ultimate right to receive cash flows is contractually limited to
the cash flows generated by specified assets.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
89
The amendments in IFRS 9 clarify the characteristics of contractually linked instruments that distinguish them
from other transactions. The amendments also note that not all transactions with multiple debt instruments
meet the criteria of transactions with multiple contractually linked instruments.
The amendments in IFRS 7 require an entity that derecognises investments in equity instruments measured
at FVTOCI during the reporting period to disclose any transfers of the cumulative gain or loss within equity
during the reporting period related to the investments derecognized during that reporting period. Also, an
entity is no longer required to disclose the reporting date fair value of each equity instruments designated at
FVTOCI, this information can be provided by class of instruments.
The amendments in IFRS 7 introduce disclosure requirements for financial instruments that include
contractual terms that could change the timing or amount of contractual cash flows on the occurrence (or
non-occurrence) of a contingent event that does not relate directly to changes in a basic lending risks and
costs (such as the time value of money or credit risk). The entity is required to make these disclosures by class
of financial assets measured at amortized cost or FVTOCI and by class of financial liabilities measured at
amortized cost. The Group and the Company does not expect these amendments to have a material impact
on its financial statements.
• IFRS 18 “Presentation and Disclosure in Financial Statements” (effective for annual periods beginning
on or after January 1, 2027): The standard replaces IAS 1 “Presentation of Financial Statements”. The standard
requires companies to report subtotals for operating profit and profit before financing and income taxes in
the statement of profit or loss. In addition, the standard requires companies to disclose reconciliations
between reported management-defined performance measures and totals or subtotals required by IFRS
Accounting Standards. The standard also introduces enhanced requirements for grouping of information in
the financial statements and the presentation of operating expenses in the statement of profit or loss and
the notes. The Group and the Company are in the process of assessing the impact of the above amendment.
• IAS 21 (Amendments) “The Effects of Changes in Foreign Exchange Rates: Translation to a
Hyperinflationary Presentation Currency” (effective for annual periods beginning on or after January 1,
2027): The amendments require an entity translating financial statements from a functional currency that is
the currency of a non-hyperinflationary economy to a presentation currency that is the currency of a
hyperinflationary economy, to translate all amounts (including comparatives) using the closing rate at the
date of the most recent statement of financial position. In addition, when an entity with a functional and
presentation currency that is the currency of a hyperinflationary economy translates a foreign operation,
whose functional currency is that of a non-hyperinflationary economy, it restates comparative amounts of
that foreign operation by applying the general price index it uses to restate corresponding figures under IAS
29 Financial Reporting in Hyperinflationary Economies. Entities are required to disclose that they have applied
the new translation method, including summarised financial information about its foreign operations
translated applying the new translation method. The amendments have not yet been endorsed by the EU.
• IFRS 19 “Subsidiaries without Public Accountability: Disclosures” (effective for annual periods beginning
on or after January 1, 2027): The standard permits an eligible subsidiary to provide reduced disclosures when
applying IFRS accounting standards in its financial statements. A subsidiary is eligible for the reduced
disclosures if it does not have public accountability and its ultimate or any intermediate parent produces
consolidated financial statements available for public use that comply with IFRS Accounting Standards. IFRS
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
90
19 is optional for subsidiaries that are eligible and sets out the disclosure requirements for subsidiaries that
elect to apply it. The standard has not yet been endorsed by the EU.
Annual improvements to International Financial Reporting Standards (IFRS) (effective for annual periods
beginning on or after January 1, 2026):
• IFRS 1 “First-time Adoption of International Financial Reporting Standards”: The amendment
addresses a potential confusion arising from an inconsistency in wording between paragraph B6 of IFRS 1
and requirements for hedge accounting in IFRS 9 “Financial Instruments”.
• IFRS 7 “Financial Instruments: Disclosures”: The amendment addresses a potential confusion in
paragraph B38 of IFRS 7 arising from an obsolete reference to a paragraph that was deleted from the standard
when IFRS 13 “Fair Value Measurement” was issued.
• IFRS 7 “Financial Instruments: Disclosures” (implementation guidance only): The amendment
addresses an inconsistency between paragraph 28 of IFRS 7 and its accompanying implementation guidance
that arose when a consequential amendment resulting from the issuance of IFRS 13 was made to paragraph
28, but not to the corresponding paragraph in the implementation guidance.
• IFRS 7 “Financial Instruments: Disclosures” (implementation guidance only): The amendment
addresses a potential confusion by clarifying in paragraph IG1 that the guidance does not necessarily illustrate
all the requirements in the referenced paragraphs of IFRS 7 and by simplifying some explanations.
• IFRS 9 “Financial Instruments”: The amendment addresses a potential lack of clarity in the application of
the requirements in IFRS 9 to account for an extinguishment of a lessee’s lease liability that arises because
paragraph 2.1(b)(ii) of IFRS 9 includes a cross-reference to paragraph 3.3.1, but not also to paragraph 3.3.3 of
IFRS 9.
• IFRS 9 “Financial Instruments”: The amendment addresses a potential confusion arising from a reference
in Appendix A to IFRS 9 to the definition of “transaction price” in IFRS 15 “Revenue from Contracts with
Customers” while term “transaction price” is used in particular paragraphs of IFRS 9 with a meaning that is
not necessarily consistent with the definition of that term in IFRS 15.
• IFRS 10 “Consolidated Financial Statements”: The amendment addresses a potential confusion arising
from an inconsistency between paragraphs B73 and B74 of IFRS 10 related to an investor determining
whether another party is acting on its behalf by aligning the language in both paragraphs.
• IAS 7 “Statement of Cash Flows”: The amendment addresses a potential confusion in applying paragraph
37 of IAS 7 that arises from the use of the term “cost method” that is no longer defined in IFRS Accounting
Standards.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
91
4. Material accounting policy information
4.1 Consolidation of subsidiary companies
a) Subsidiaries
Subsidiaries are all companies under the control of the Group. The Group has control over an entity when is
exposed to or has rights to variable returns from its participation in the entity and has the ability to affect
those returns through its power over the entity. Subsidiary companies are consolidated using the full
consolidation method from the date the Group obtains control on them and cease to be consolidated from
the date the Group loses control on them.
Business combinations are accounted for using the acquisition method. The consideration price is calculated
as the fair value of the assets transferred, the liabilities assumed towards the former shareholders and the
shares issued by the Group. The consideration price also includes the fair value of any asset or liability
resulting from any contingent consideration arrangement. Assets and liabilities acquired, as well as
contingent liabilities assumed in a business combination, are initially measured at their fair value on the
acquisition date. On a case-by-case basis, the Group recognises any non-controlling interest in the subsidiary
either at fair value or at the value of the share of the non-controlling interest in the net asset value of the
subsidiary.
The expenses related to the acquisition are accounted for at profit or loss.
If the business combination is achieved in stages, the fair value of the interest held by the Group in the
acquired company is remeasured at fair value at the acquisition date. The gain or loss resulting from the
remeasurement is recognised in profit or loss.
Intercompany transactions, balances, and unrealized profits from transactions between Group companies
are eliminated. Unrealised losses are also eliminated. The Company’s financial statements and its subsidiaries’
financial statements used to prepare the consolidated financial statements are compiled with the same
reporting date. The accounting policies applied by the subsidiaries have been adjusted, where deemed
necessary, to comply with those adopted by the Group.
The fair value of subsidiaries is determined using valuation techniques and assumptions based on market
data and the financial position of the subsidiaries at the date of preparation of their financial statements.
For acquisitions of subsidiaries that do not fall within the definition of a business combination, the Group
identifies and recognises the individual identifiable assets and individual identifiable liabilities of the acquiree
based on the consideration paid for the acquisition, which is allocated to those assets and liabilities based on
their relative fair values at the date of acquisition. No goodwill and deferred tax arise from such transactions
due to the initial recognition exemption provided by IAS 12, the costs directly attributable to the transaction
are included in the acquisition cost of the acquired assets. In the case of a variable consideration, the Group
recognises the variable portion as a liability or asset when it becomes final.
b) Changes in the Group’s ownership interest in subsidiaries that do not result in loss on control
Changes in the Group’s ownership interests in subsidiaries that do not result in losing control of the
subsidiaries are accounted for as equity transactions. Any difference between the amount by which the
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
92
noncontrolling interests are adjusted and the fair value of the consideration paid is recognised directly in
equity and attributed to owners of the Company. Gains or losses arising from the sale to the minority
shareholders are also recognised in equity.
Non-controlling interests represent the portion of a subsidiary’s equity that is not attributable, directly or
indirectly, to the parent company. Losses related to a subsidiary’s non-controlling interests (minority interests)
may exceed their share in the subsidiary’s equity. Profits or losses, as well as each component of other
comprehensive income, are allocated to both the parent company's owners and the non-controlling interests,
even if this results in the non-controlling interests showing a deficit.
c) Sale of subsidiaries
When the Group loses control of a subsidiary, the remaining interest is remeasured at its fair value, while any
differences arising in relation to the carrying amount are recognised in profit or loss. Then, this interest is
recognised as an associate, joint venture, or financial asset at that fair value.
d) Goodwill
Goodwill arises from the acquisition of subsidiaries and is recognized as the excess amount between: a) the
sum of the consideration paid, any non-controlling interests in the acquired entity, and the fair value of any
previously held interest in the acquired entity, and b) the fair value, at the acquisition date, of the assets
acquired and the liabilities assumed. However, if the under a) above is less than the fair value, this difference
is immediately recognized in the income statement.
If, after re-evaluation, the fair value at the acquisition date of the acquired assets and assumed liabilities
exceeds the sum of the consideration paid, any non-controlling interests in the acquired entity, and the fair
value of any previously held interest in the acquired entity, the difference is immediately recognized in the
income statement.
For the purpose of impairment testing, the goodwill acquired in a business combination is allocated to each
cash-generating unit or groups of cash-generating units that are expected to benefit from the synergies of
the combination. Each unit or group of units to which goodwill is allocated represents the lowest level within
the Group at which goodwill is monitored for internal management purposes.
Goodwill is subject to an impairment test on an annual basis or more frequently if events or changes in
circumstances indicate that it may be impaired. The carrying amount of goodwill is compared with its
recoverable amount, which is the higher of its value in use and fair value less costs to sell. Any impairment
loss is recognized directly as an expense and cannot be reversed subsequently.
4.2 Investment in joint ventures
A joint arrangement is an arrangement in which two or more parties have joint control. Joint control is the
contractually agreed sharing of control of an arrangement, which exists only when the decisions on the
relevant activities require the unanimous consent of the parties sharing control. Investments in join
arrangements are classified as either joint ventures, whereby the parties that have joint control, have rights
to the net assets of the arrangement, or joint operations, whereby two or more parties have rights to the
assets and obligations for the liabilities of the arrangement.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
93
The Group examines the contractual terms of the joint arrangements in which it participates, in order to
determine whether they are joint ventures or joint operations. The joint arrangements in which the Group
participates are joint ventures.
Joint ventures are accounted for using the equity method. Under the equity method, investments in joint
ventures are initially recognised at cost, which is subsequently increased or decreased by recognising the
Group’s share of the joint ventures’ profits or losses and changes in other comprehensive income after the
acquisition. In the event that the Group’s share of the joint ventures’ losses exceeds the value of the
investment (which includes any long-term investment that is substantially part of the Group’s net investment
in the joint ventures), no additional losses are recognised unless payments or further commitments have
been made on behalf of the joint ventures.
Unrealised profits from transactions between the Group and the joint ventures are eliminated according to
the percentage of the Group’s participation in the joint ventures. Unrealised losses are also eliminated, unless
the transaction provides evidence of impairment of the transferred asset. The accounting policies of joint
ventures have been amended, where necessary, to be consistent with those adopted by the Group.
4.3 Foreign Currency Translation
(a) Functional and presentation currency
Items included in the Financial Statements of the Group and the Company are measured using the currency
of the primary economic environment in which the Group and the entity operate (“the functional currency”).
The consolidated Financial Statements of the Group are presented in Euro (€), which is the functional currency
and the presentation currency of the Group and the Company.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency at the exchange rates prevailing at
the dates of the transactions or valuation when items are revalued. Foreign exchange gains and losses
resulting from the settlement of such transactions and from the translation of monetary assets and liabilities
in foreign currencies at the exchange rates prevailing on the reference date, are recognised in profit or loss.
4.4 Investment property
Properties that are held with the long-term intention of earning rentals or / and for capital appreciation are
included in investment property. These properties are not used by the Group and the Company. Investment
properties include owned or leased land and buildings under construction that are being developed for future
use as investment properties.
Investment property is measured initially at its cost, including related transaction costs and borrowing costs.
General borrowing costs as well as borrowing costs incurred specifically for the acquisition or construction of
an investment property are capitalized, as part of the cost of that item, for the time required until the
investment property is ready for use or sale. Interest income from the temporary placement of borrowing
undertaken specifically for the acquisition or construction of an investment property is deducted from
borrowing costs that are allowed to be capitalized. All other borrowing costs are recorded in profit or loss as
they are incurred.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
94
After initial recognition, investment properties are recognised at fair value. Fair value is based on prices
prevailing in an active market, adjusted, where necessary, due to differences in the nature, location or
condition of the respective asset. If this information is not available, then alternative valuation methods are
applied. These valuations are appraised as of June 30 and December 31 of each year by an independent
certified professional valuer in accordance with the guidance issued by the International Valuation Standards
Committee.
The fair value method for properties under construction is only applied when it can be measured reliably.
Subsequent expenditure is charged to the asset’s carrying amount only when it is probable that future
economic benefits associated with the asset will flow to the Group and the Company and that costs can be
measured reliably. Repairs and maintenance costs are charged to profit or loss during the financial period in
which they are incurred.
Changes in fair values are recorded in profit or loss. Investment property is derecognised when disposed or
when use of investment property is ended and there is no future economic benefit expected from the
disposal.
When the Group and the Company sell an investment property that is measured at fair value in a transaction
under the common commercial terms, the carrying amount of the investment property immediately before
the sale is adjusted to the transaction price and any difference is recognised in profit or loss in the line “Fair
value gains on investment property”.
The difference between the net proceeds from the sale and the carrying amount of the asset is recognized in
the profit or loss for the period of derecognition. When determining the consideration to be included in the
gain or loss from the derecognition of an investment property, the Group takes into account the effects of
deferred consideration, the existence of a significant financing component, non-cash consideration, and any
consideration paid to the buyer (if applicable), in accordance with the requirements for determining the
transaction price under IFRS 15.
If an investment property becomes owner-occupied, it is reclassified as property and equipment and its fair
value at the date of reclassification becomes its cost for accounting purposes.
If an item of property and equipment becomes an investment property because its use has changed, any
difference between the carrying amount and the fair value of this item at the date of the transfer is recognised
in the same way as revaluation of property and equipment under IAS 16.
If the use of an investment property changes, such as commencing construction with a view to sale, then it is
reclassified to inventories and its fair value at the date of reclassification is defined as its acquisition cost for
accounting purposes.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
95
4.5 Financial instruments
Initial recognition
A financial asset or a financial liability is recognised in the Group and Company’s Statement of Financial
Position when the Group and Company become party to the contractual provisions of the instrument.
(a) Financial assets
Classification and measurement of financial assets
The Group and the Company classify financial assets in the following measurement categories:
• Financial assets measured at fair value (either through other comprehensive income either through
profit and loss).
• Financial assets measured at amortised cost.
Financial assets are initially measured at fair value plus transaction costs directly attributable to the
acquisition of the financial assets, for financial assets not at fair value through profit or loss. Transaction costs
directly attributable to the acquisition of financial assets at fair value through profit or loss are recognised in
profit or loss.
Financial assets, other than investments in equity investments, are classified into one of the following
measurement categories based on the Group’s and the Company’s business model for managing financial
assets and the characteristics of their contractual cash flows.
• Amortized cost: The financial asset that are held within a business model whose objective is to hold
financial assets in order to collect contractual cash flows that are solely payments of principal and
interest are measured at amortised cost.
• Fair value through other comprehensive income: Financial assets that are held within a business
model whose objective is collecting the contractual cash flows and selling them, where the cash flows
consist solely of payments of principal and interest, are measured at fair value through other
comprehensive income.
• Fair value through profit or loss: All other financial assets are subsequently measured at fair value
through profit or loss.
The Group and the Company can, upon initial recognition of a financial asset, except for investments in equity
instruments, irrevocably designate the financial asset as measured at fair value through profit or loss if doing
so eliminates or significantly reduces a measurement or recognition inconsistency.
Investments in equity instruments are subsequently measured at fair value through profit or loss, unless the
Company has irrevocably chosen at initial recognition of an investment in an equity instrument not held for
trading, to measure it at fair value through other comprehensive income.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
96
The Group and the Company reclassify financial assets only if the business model for managing them
changes. Financial assets for which irrevocable choices/designations have been made at initial recognition, as
stated above, cannot be reclassified.
Financial assets are derecognized when the right to the cash flows expires or is transferred, and the Group
and the Company have transferred substantially all the risks and rewards of ownership.
When a financial asset measured at fair value through other comprehensive income, other than investments
in equity instruments, is derecognized, the accumulated gain or loss previously recognized in other
comprehensive income is reclassified from equity to profit or loss. When an investment in an equity
instrument measured at fair value through other comprehensive income is derecognized, the accumulated
gain or loss previously recognized in other comprehensive income is transferred to profit or loss.
When a financial asset at fair value through profit or loss is derecognised, the gains and losses arising between
the last reporting period and the date of derecognition do not constitute a separate gain or loss on disposal.
Those gains and losses have already arisen before the disposal and while the item continues to be measured
at fair value through profit or loss (FVTPL) shall be recognised in profit or loss at the time they arise.
As of the reporting date, the Group and the Company hold receivables and loans that are measured at
amortized cost, see note 13. Additionally, the Company's investments in subsidiaries are measured at fair
value through profit or loss under IFRS 9, except for the investment in the subsidiary Arcela Investments Ltd,
for which the Company has irrevocably chosen, under IFRS 9, to measure it at fair value through other
comprehensive income, see note 10.
Impairment
Financial assets, other than investments in equity instruments, measured at amortised cost or fair value
through other comprehensive income are subject to impairment.
IFRS 9 requires impairment to be calculated on the basis of expected credit losses, using the following 3
stages:
Stage 1: Measurement of expected credit losses for the next 12 months. It includes all financial assets with
an insignificant increase in credit risk since initial recognition and usually concerns financial assets that have
not exceeded their due date by more than 30 days. The proportion of expected credit losses for the total life
of the items that will result from credit events (default events) that are likely to occur during the next 12
months is recognised.
Stage 2: Measurement of lifetime expected credit losses - without credit impairment. If a financial asset has
a significant increase in credit risk since initial recognition but is not yet impaired, it is classified as Stage 2
and measured at its lifetime expected credit losses defined as the expected credit loss resulting from all
possible credit events of his expected life.
Stage 3: Measurement of lifetime expected credit losses - with credit impairment. If a financial asset is
designated as credit impaired, it is transferred to Stage 3 and measured at its lifetime expected credit loss.
Objective evidence for a credit-impaired financial asset is more than 90 days late from the due date and other
information about significant financial difficulties of the debtors.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
97
The Group and the Company have adopted the simplified approach for the estimation of expected credit
losses for trade and other receivables. The Group and the Company at each reporting date measures the
allowance for impairment of trade and other receivables at an amount equal to the expected lifetime credit
losses. Accordingly, all of the Group’s and the Company’s trade and other receivables are classified at Stage
2 and Stage 3 as described above.
The following are the key inputs to the application of the Group’s accounting policies in respect of estimates
of expected credit losses:
• Exposure at default ("EAD"): represents the amount of the exposure at the reporting date.
• Probability of Default (”PD”): The probability of default is an estimate of the probability within the
specified time horizon. The Group and the Company calculate PD using historical data, assumptions
and forward-looking estimates.
• Loss Given Default ("LGD"): represents an estimate of the loss that will be incurred at the date of
default. LGD is calculated as the difference between the contractual cash flows of the instrument due
and the expected future cash flows of the instrument expected to be received. The determination of
Loss on Default also considers the effect of the recovery of expected cash flows arising from collateral
held by the Group and the Company.
As of 31.12.2025 and 31.12.2024, the Group and the Company did not hold any receivables from customers
for which no expected credit loss has been recognised due to the effect of any related collateral.
At the centre of the measurement of expected credit loss is the definition of default. The Group and the
Company considers an event of default when the debtor is in arrears for more than 90 days or is not likely to
repay its obligations to the Group and the Company due to financial difficulties. The Group and the Company
measures expected credit losses on a collective basis for portfolios of receivables from customers with similar
credit characteristics. Specifically, the Group and the Company estimate expected credit losses by grouping
receivables based on common risk characteristics and days past due.
The expected credit losses for the receivables and loans held by the Group and the Company at the reporting
date are discussed in note 13.
(b) Financial liabilities
Financial liabilities are initially measured at fair value less, in the case of financial liabilities not measured at
fair value through profit or loss, transaction costs directly attributable to their incurrence. Subsequently, they
are measured at amortised cost or fair value through profit or loss. Financial liabilities are subsequently
measured at amortised cost unless they are held for trading or designated as at fair value through profit or
loss. For financial liabilities measured at amortised cost, interest is calculated using the effective interest
method and recognised as an expense in profit or loss, unless it is charged to cost of assets.
A financial liability shall be derecognised when the contractual obligation is discharged, cancelled or expires.
Financial liabilities are classified as current liabilities if payment is due within one year or less. Otherwise, they
are classified as non-current liabilities.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
98
The Group’s and the Company’s financial liabilities include trade and other payables and debt that are
subsequently measured at amortised cost.
4.6 Inventories
The Group’s inventories relate to properties that are being developed with a view to being sold on completion.
Where inventories arise from a change in the use of investment properties, such as commencement of
construction with a view to sale, the properties are reclassified to inventories at their deemed cost, which is
their fair value at the date of reclassification.
Inventories are subsequently measured at the lower of cost and net realisable value.
Net realisable value is the estimated selling price in the ordinary course of business, less selling costs.
4.7 Cash and cash equivalents
Cash and cash equivalents include cash on hand, demand deposits, term deposits, bank overdraft accounts,
and other highly liquid investments that are readily convertible to specific amounts of cash that are subject
to an insignificant risk of changes in value.
For the purpose of preparing the Consolidated Statements of Cash Flows, cash and cash equivalents consist
of cash and deposits with banks and cash on hand as identified above.
4.8 Restricted cash
Restricted cash refers to amounts that cannot be used by the Group until a specific point in time or event
occurs in the future and do not constitute cash equivalents. Restricted deposits are classified under the item
“Trade and other receivables” in the line “Restricted cash”.
If restricted cash are expected to be used within one year from the date of the statement of financial position,
they are classified as current assets. If they are not expected to be used within one year from the date of the
statement of financial position, they are classified under other long-term receivables.
4.9 Current tax
The income tax for the year includes the current tax. Income tax is recognised in profit or loss, except to the
extent that it relates to items recognised in other comprehensive income or directly in equity. In this case,
income tax is also recognised in other comprehensive income or directly in equity, respectively.
Current income tax is calculated in accordance with tax laws enacted or substantively enacted at the reporting
date. The Group’s Management periodically assesses the positions in tax returns relating to situations where
tax laws are subject to interpretation and makes provisions, where necessary, based on the amounts
expected to be paid to the tax authorities.
4.10 Deferred tax
The deferred tax for the year is included in the income tax for the year.
Deferred income tax arises from temporary differences between the carrying amount of assets and liabilities
in the financial statements and their tax base. No deferred tax liability is recognised from the initial
recognition of goodwill. Also, deferred tax is not recognised if it arises from the initial recognition of an asset
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
99
or liability in a transaction other than a business combination that, when the transaction occurred, affected
neither the accounting nor taxable profit or loss.
Deferred tax is measured using tax rates (and tax laws) that have been enacted or substantively enacted by
the reporting date and are expected to apply when the deferred tax asset is recovered, or the deferred tax
liability is settled. Deferred tax assets are recognised to the extent that there will be a future taxable profit for
the utilization of the temporary difference that gives rise to the deferred tax asset.
A deferred tax liability is recognised for all taxable temporary differences relating to investments in
subsidiaries, associates and joint arrangements, unless the parent, investor or participant in a joint
arrangement is able to control the timing of the reversal of the temporary difference and it is probable that
the temporary difference will not reverse in the foreseeable future.
A deferred tax asset is recognised for deductible temporary differences arising from investments in
subsidiaries, associates and joint arrangements to the extent that it is expected that the temporary difference
will reverse in the future and there will be a future taxable profit for the utilization of the temporary difference.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax
assets and liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same
taxation authority.
4.11 Share capital and treasury stock reserve
Share capital corresponds to the nominal value of the Company’s ordinary shares. The increase in share
capital by cash payment includes any premium in excess of the nominal value at the initial issue of share
capital. Direct costs of issuing new shares are shown, net of tax, abstract in Equity as a reduction in the
proceeds of the issue. On the acquisition of treasury stocks, the consideration paid, including related costs, is
recorded as a deduction from equity in a separate line "Treasury Stock Reserve". Treasury stocks do not carry
voting rights.
4.12 Provisions
Provisions are recognised when the Group and the Company have a present obligation (legal or constructive)
as a result of past events, and it is probable that an outflow of resources will be required to settle the
obligation and the amount of the obligation can be reliably estimated. If the effect of the time value of money
is significant, provisions are recognised on a discounted basis using a pre-tax rate that reflects current market
assessments of the time value of money and the risks associated with the liability. When provisions are
discounted, the increase in the provision due to the passage of time is recognised as a financial cost.
Provisions are reviewed at each financial statement date and if it is no longer probable that an outflow of
resources will be required to settle the obligation, they are offset. No provisions for future losses are
recognised. Contingent assets and contingent liabilities are not recognised in the financial statements.
The Group and the Company recognise provisions for onerous revenue contracts with customers. An onerous
contract is a contract in which the unavoidable costs of fulfilling the obligations under the contract exceed the
economic benefits expected to be received under it. The Group and the Company recognises as a provision
the expected losses on a customer contract as soon as they become probable, based on estimates of the total
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
100
revenue and total expense of the contract. At the reporting date, the Group and the Company have not
recognised any related provisions.
4.13 Leases
The Group as lessee
The Group assesses whether a contract is, or contains, a lease at inception and recognises, as appropriate, at
the inception date of each lease, a right-of-use asset and a corresponding lease liability for all leases in which
it is a lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases
of a low-value underlying asset. For these leases, the Group recognises rentals as operating expenses using
the straight-line method over the lease term. Expired leases that have been "tacitly" renewed are considered
to be unenforceable, i.e., no enforceable rights and obligations arise from them. The Group recognises the
rentals relating to these leases as operating expenses in profit or loss.
The lease liability is initially measured at the present value of the lease payments that remain outstanding at
the commencement date of the lease term, which are discounted at the imputed interest rate of the lease. If
this rate cannot be readily determined, the Group uses its incremental borrowing rate. Rentals included in
the measurement of the lease liability consist of:
• fixed rents (including substantially fixed rents), less any lease incentives,
• variable rents that are dependent on an index or interest rate, initially measured using the index or
interest rate at the commencement date of the lease term,
• amounts that the lessee is expected to pay under residual value guarantees,
• the exercise price of the call option if it is reasonably certain that the lessee will exercise that option;
and
• the payment of a termination penalty if the lease term reflects the exercise of the lessee’s right to
terminate the lease.
The lease liability is subsequently measured by increasing the carrying amount to recognise interest on the
lease liability (using the effective interest method) and decreasing the carrying amount to recognise lease
payments. The Group remeasures the lease liability (and makes the corresponding adjustments to the related
right-of-use assets) if:
• there is a change in the term of the lease or a change in the valuation of the purchase option. In this
case, the lease liability is remeasured by discounting the revised lease payments at the revised
discount rate.
• if there is a change in the rents because of a change in the index or interest rate or in the amounts
expected to be paid under the residual value guarantee. In such cases, the lease liability is remeasured
by discounting the revised lease payments at the original discount rate.
• a lease is modified, and the lease modification is not accounted for as a separate lease. In this case,
the lease liability is remeasured by discounting the revised lease payments using the revised discount
rate.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
101
Variable rents that are not index-linked or interest rate dependent are not included in the measurement of
the lease liability and therefore are not a component of the carrying amount of the right-of-use asset. The
related payments are recognised as an expense in the period in which the event or condition triggering those
payments occurs.
As required by IFRS 16, the Group has applied the practical expedient in IFRS 16 whereby the lessee is not
required to separate non-lease elements, and therefore accounts for each lease and related non-lease
element as a single contract.
Lease liabilities are included in the line item “Borrowings” in the Statement of Financial Position.
The right-of-use asset includes the initial measurement of the related lease liability, the rents paid at or before
the commencement date of the lease term, and any initial direct costs. Subsequently measured at cost less
any accumulated depreciation and impairment losses. The Group applies IAS 36 to determine whether the
right-of-use asset is impaired.
Where the Group has a contractual obligation to dismantle and remove the underlying asset, to restore the
site to its original condition or to restore the underlying asset to the condition required by the terms and
conditions of the lease, the Group recognises a provision which is measured in accordance with 37. These
costs add to the carrying amount of the right-of-use asset. The Group did not incur any of these costs during
fiscal year 2025 and 2024.
The right-of-use assets are depreciated over the shorter period between the lease term and the useful life of
the respective underlying asset. If the lease agreement results in the transfer of ownership of the underlying
asset or if the purchase price of the underlying asset is included in the cost of the right-of-use asset, given
that the Group expects to exercise the purchase option, the right-of-use asset is depreciated over the useful
life of the respective underlying asset. Depreciation begins at the commencement of the lease term.
If the right-of-use assets meet the definition of investment property, the related right-of-use assets are
subsequently measured at fair value.
Right-of-use assets are included in "Property and equipment" and "Investment property" in the Statement of
Financial Position.
The Group as lessor
Leases in which the Group is the lessor are classified as either finance or operating leases. When the terms
of the lease transfer substantially all the risks and rewards incidental to ownership of the asset to the lessee,
the lease is classified as a finance lease. All other leases are classified as operating leases.
When the Group is an intermediate lessee, it accounts for the master lease and the sublease as two separate contracts. A sublease is classified as either a finance lease or an operating lease depending on the right-of use asset arising from the master lease.
Amounts due from lessees under finance leases are recognised as a receivable in the amount of the Group’s
net investment in the finance lease. The finance income from the lease is allocated to the reporting periods
to reflect the Group’s constant periodic rate of return on its remaining net investment in the finance leases.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
102
Revenue from operating leases is recognised on a straight-line basis over the term of each lease. The initial
direct costs of negotiating and executing an operating lease agreement are added to the carrying amount of
the underlying asset and recognised using the straight-line method over the term of the lease.
4.14 Employee benefits
(a) Short term benefits
Short-term benefits to personnel in cash and in kind are recognised as an expense when considered accrued.
(b) Retirement benefits
Post-employment benefits include both defined contribution plans and defined benefit plans.
The Group and the Company has an obligation to a defined benefit plan under Greek legislation that
determines the amount of retirement benefit an employee will receive upon retirement, which depends on
more than one factor such as age, years of service and compensation.
The liability recognised in the statement of financial position for the defined benefit plan is the present value
of the defined benefit obligation at the reporting date less the fair value of the assets of the plan. The defined
benefit obligation is calculated annually by an independent actuary using the projected unit credit method.
The present value of the defined benefit obligation is calculated by discounting the expected future cash
outflows using interest rates of high-quality corporate bonds denominated in euro with a maturity
approximating the duration of the related pension obligation.
The current service cost of the defined benefit plan is recognised in profit or loss except the case when it is
included in the cost of an asset. Current service cost reflects the increase in the defined benefit obligation
resulting from employee service during the year and changes due to curtailments or settlements.
Current service costs are recognised directly in profit or loss.
Net interest cost is calculated as the net amount between the defined benefit obligation and the fair value of
plan assets multiplied by the discount rate. This cost is included in the results under employee benefits.
Actuarial gains and losses arising from empirical adjustments and from changes in actuarial assumptions are
recognised in other comprehensive income in the year in which they arise.
For defined contribution plans, the Group and the Company pay contributions to public or private insurance
funds, either mandatory, contractual or voluntary. Once the contributions have been paid, there is no further
obligation for the Group and the Company. Contributions are recognised as employee benefit costs when
they become payable. Prepaid contributions are recognised as an asset to the extent that the prepayment
will result in a reduction in future payments or a refund of cash.
(c) Termination benefits
Termination benefits are payable when the Group and the Company either terminate the employment of
employees before retirement or following an employee’s decision to accept an offer of benefits in exchange
for termination of employment. The Group and the Company recognise termination benefits as a liability and
expense on the earlier of (a) when the Group and the Company can no longer withdraw the offer of those
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
103
benefits and (b) when the Group and the Company recognises restructuring costs that fall within the scope
of IAS 37 and involve the payment of termination benefits. Termination benefits due 12 months after the date
of the statement of financial position are discounted.
4.15 Government grants
The Group recognizes government grants that cumulatively meet the following criteria: a) there is reasonable
assurance that the entity has complied or will comply with the conditions of the grant, and b) It is probable
that the grant amount will be received. Grants are recorded at fair value and systematically recognized as
income based on the matching principle, aligning the grants with the corresponding costs they subsidize.
Grants related to assets are included in long-term liabilities as deferred income and are systematically and
rationally recognized as revenue over the useful life of the related fixed asset.
4.16 Recognition of revenues
The sources of revenue for the Group and the Company are the following:
- Project management services
- Facility maintenance services
- Building construction services
- Consulting services
- Revenue from sales of residential houses
- Rental income
- Provision of administrative services
- Dividend income
Revenue is measured on the basis of the consideration specified in the contract with the customer and does
not include amounts received on behalf of third parties. The Group recognises revenue when control of the
good or service is transferred to the customer.
The Group does not enter into contracts where the period between the transfer of goods or services promised
to the customer and payment by the customer exceeds one year. Accordingly, the Group does not adjust the
transaction price for the time value of money.
Revenue from project management
The Company’s relevant contracts with its customers include two performance obligations: a) the services of
preparation and overall management of the project (preliminary studies, studies, preparation of business
plans, licensing, construction, financing, organization of operation and general coordination) and b) the
services of achieving exploitation agreements for the projects.
Project preparation and overall project management services involve the coordination of the project, from
the planning of the development of the property to its delivery and include a number of individual
tasks/services. The Company has concluded that the individual tasks/services may have the potential to be
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
104
distinct, but the Company’s promise to convey each service to the client cannot be identified separately from
the other promises contained in the contract, as the overall promise to the client is the overall management
of the project. Project preparation and overall project management services are performance obligations that
are fulfilled over time and the measurement of progress towards the complete fulfillment of the performance
obligations, i.e. the measurement of the percentage of completion of the service, is performed using the input
method, specifically based on the costs incurred up to the reporting date in relation to the total estimated
costs for each project. The Company excludes from the input method the effects of any costs that do not
reflect performance on the part of the Company in transferring control of services to the customer, such as,
but not limited to, cost overruns. The fee for project preparation and overall project management services is
defined in the relevant contracts as a percentage of construction costs, and the relevant contracts also set a
maximum fee amount (which has been calculated based on the project cost budget). The Company during
the provision of services recognises revenue based on the maximum (budgeted) fee amount, as this is the
most probable amount that the Company will receive for the specific services during the entire project. The
Company proceeds with the relative invoicing to customers generally on a monthly basis.
Services for the achievement of exploitation agreements (lease, sale, concession) constitute separate
potential performance obligations, which are fulfilled at a given point in time, i.e., at the time of the
achievement of exploitation agreements, which coincides with the signing of the preliminary or final
agreements. In the case of a pre-contract, part of the fee for the specific performance obligation is invoiced
at the signature of the pre-contracts, while the remaining part is invoiced at the signature of the definitive
agreement/contract. The part of the fee paid upon signature of the final agreement/contract shall constitute
variable remuneration. The related amount is not recognised as revenue by the Company until the time of
signing the definitive agreement / contract, as until that time the Company believes that there is increased
probability that a reversal of the recognised revenue will occur in the future.
Facility Maintenance Services
In the relevant contracts, the Company undertakes to provide preventive and corrective maintenance services
for buildings, infrastructure and facilities as well as security systems, using the necessary consumables in
each case. Preventive maintenance services are carried out systematically during the term of the contract on
the basis of an agreement with the customer, while corrective maintenance services are carried out upon the
customer’s request during the term of the contract. The Company has concluded that the provision of
preventive maintenance services is a series of distinct services that are essentially the same and are
transferred in the same way to the customer and therefore constitute a performance obligation that is fulfilled
over time as the customer receives and simultaneously assumes the benefits of performance of the Company.
The Company has concluded that the provision of corrective maintenance services for buildings re fulfilled at
a given moment as they are carried out at a specific time following a relevant request from the client.. The
relevant contracts specify a specific amount per preventive maintenance service and the Company invoices
customers for the maintenance work performed no later than every quarter, whereas for corrective
maintenance services, the Company invoices upon the provision of the service. The Company has decided to
use the practical expedient provided by the standard for the related contracts and recognise revenue equal
to the amount it is entitled to invoice.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
105
Construction Services
After assessing construction contracts, the Group and the Company concluded that these contracts include a
single performance obligation: the construction of the undertaken project. The construction of each project
constitutes a performance obligation that is satisfied over time, as the execution by the Group and the
Company creates or enhances an asset controlled by the customer (the project owner) as it is being created
or enhanced. The measurement of the percentage of completion of the service is performed using the input
method, specifically based on the costs incurred up to the reporting date in relation to the total estimated
costs for each project. The Group and the Company estimate the amount of consideration to which they are
entitled in exchange for transferring the project to the customer and include in the transaction price part or
all of the estimated variable consideration only to the extent that it is highly probable that there will not be a
significant reversal of the cumulative revenue recognized when the uncertainty related to the variable
consideration is resolved. At the end of each reporting period, the Group and the Company update the
estimated transaction price, as well as their assessment of the variable consideration, to accurately reflect the
conditions prevailing at the reporting date and any changes in conditions during the reporting period. The
Group and the Company issue invoices to customers in accordance with the applicable contract.
Consulting services
The Company provides consulting services regarding the acquisition/realization of properties of thirdparty
clients. The provision of these services is a series of discrete services that are essentially the same and are
transferred in the same manner to the client and therefore constitute a performance obligation that is fulfilled
over time. As the Company’s efforts are expended evenly throughout the period of performance of the related
services, the Company has determined that the related revenue should be recognised using the straight-line
method over the term of each contract.
Revenue from sales of residential houses
The Group and the Company may sell properties that are classified as Inventories. This sale constitutes a
single performance obligation and the Group and the Company have determined that it is satisfied at the
time control is transferred and, more specifically, when legal title is transferred to the customer and the
customer obtains control of the asset.
Rental income
Rental income is recognized in the income statement on a straight-line basis over the lease period. When the
Group and the Company provide incentives to its customers, the cost of these incentives is recognized over
the lease period on a straight-line basis, reducing the rental income accordingly.
Provision of administrative services
The Company provides accounting services, as well as secretarial, tax, legal and administrative support to its
clients. The provision of these services is a series of discrete services that are essentially the same and are
transferred in the same way to the client and therefore constitute a performance obligation that is fulfilled
over time. As the Company’s efforts are expended evenly throughout the period of performance of the related
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
106
services, the Company has determined that the related revenue should be recognised using the straight-line
method over the term of each contract.
Dividend income
Dividend income is recognised when the right to receive payment is established, which is generally when the
distribution is approved by the competent governing body of the distributing entity. Recognition is made
provided that the inflow of the related economic benefits is probable and the amount can be measured
reliably.
Contractual assets, receivables and contractual liabilities
A contractual asset is the Company’s right to consideration in exchange for goods or services that it has
transferred to a customer.
A receivable is the Company’s right to consideration that is unconditional. A right to consideration is
considered unconditional if only the passage of time is required for payment of that consideration to become
due.
A contractual obligation is an obligation of the Company to transfer to a customer goods or services for which
the Company has received consideration (or an amount of consideration is receivable) from the customer.
For the Group and the Company, contractual assets relate to the revenue receivable from contracts with
customers that have not been invoiced in each reporting period. Contractual assets of the Group and the
Company are included in the line item "Trade and other receivables", refer to relevant note 13.
Contractual liabilities of the Group and the Company relate to deferred revenue from contracts with
customers and are included in the line item "Trade and other payables", refer to relevant note 20.
4.17 Recognition of expenses
Expenses are recognised on an accrual basis.
4.18 Dividend distribution
Dividends on ordinary shares are recognised as a liability in the period in which they are approved by the
Company’s Shareholders at the Annual General Meeting.
4.19 Operating segment
The business segments in the Financial Statements are presented in a manner consistent with the business
segments in the internal reports used by the chief operating decision maker or the competent body for
making operating decisions. The relevant chief or the relevant body is responsible for making decisions about
the allocation of resources by business segment and for assessing its performance.
The Group has designated the Chief Executive Officer as the chief operating decision maker. All transactions
between business segments are conducted on an arm’s length basis, while transactions between segments
are eliminated. Revenues and expenses directly related to each segment are considered in assessing its
performance. Geographical segments include revenues from assets located or managed in the respective
geographical area.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
107
4.20 Earnings per share
Earnings per share (EPS) ratio is calculated by dividing the net profit or loss for the period attributable to
ordinary shareholders by the weighted average number of ordinary shares outstanding during the period,
excluding the average number of ordinary shares purchased by the Company and held as treasury shares.
Diluted earnings per share ratio is calculated using the same method as the basic EPS, but the determinants
are adjusted to reflect the potential dilution that could occur if convertible debt securities, share options, or
other contracts to issue ordinary shares were converted or exercised into ordinary shares.
4.21 Related party transactions
Related parties include the company’s shareholders, refer to Note 32, as well as the companies in which the
abovementioned shareholders and the Company have the control or have significant influence in the
management and financial decision making. Additionally, related parties include the members of the Board
of Directors, the members of the Management of the Company and the Group’s subsidiaries, their close
relatives, companies owned or controlled by them and companies over which they have significant influence
in the management and the financial decision making. 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).
5. Financial risk management
5.1 Financial risk factors
The Group and the Company are exposed to financial risks such as market risk, credit risk and liquidity risk.
Financial risks are managed by the Management of the Group and the Company. The Group and Company
Management identifies, evaluates and takes measures to hedge against financial risks.
a) Market risk
i) Price risk
The Group and the Company are indirectly exposed to price risk related to financial instruments to the extent
that the value of subsidiaries and/or joint ventures fluctuates due to changes in the value of the underlying
assets (real estate).
The operation of the real estate market involves risks associated with factors such as the geographical location
and commerciality of the property, the general business activity in the area and the type of use in relation to
future developments and trends. These factors individually or in combination can result in a commercial
upgrading or downgrading of the area and the property with a direct impact on its value.
In addition, fluctuations in the economic climate may affect the return-risk relationship that investors are
seeking for and may lead them to seek other forms of investment, resulting in adverse developments in the
real estate market that could affect the fair value of the Group’s properties and consequently its performance
and financial position.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
108
The Group and the Company focus their investment activity on areas and categories of real estate for which
there is increased demand and commerciality at least in the medium term based on current data and
forecasts.
The Group closely monitor and evaluate developments in the real estate market, and its properties are valued
by independent certified valuers.
The successful management and utilization of the Group’s portfolio of investment projects depends on
macroeconomic developments in Greece and the international markets (to the extent that the latter affect
the prevailing conditions in Greece), which in turn have the potential to influence the domestic banking sector
and the prevailing trends and conditions in the domestic real estate market. Any extreme adverse changes in
macroeconomic conditions as a consequence of geopolitical, health or other developments, may adversely
affect the time plan of development, cost of development, cost of borrowing, value and disposability of the
properties and, therefore, the Group’s business activity, fair values of the properties, cash flows and Group’s
financial position.
At the level of the domestic real estate market, the sharp increase in inflation and any further increase in
interest rates as a consequence of the above, potentially adversely affects both the cost of construction of
the projects as well as the cost of capital (debt and equity) required for the development of new projects, as
well as the fair value of the properties, to the extent that these macroeconomic variables are used as inputs
in the valuation.
ii) Cash flow risk and risk of changes in fair value due to changes in interest rates.
Interest rate risk arises from the Group’s and the Company’s long-term debt. The Group’s and the Company’s
long-term debt on 31.12.2025, includes floating interest rate loans, refer to note 18 of the Annual Financial
Statements, and therefore the Group and the Company are exposed to the risk of changes in fair value due
to changes in floating interest rates and cash flow risk. The Group’s borrowing as of 31.12.2025 amounted to
€67,130,447, out of which the amount of €22,319,588 (2024: €41,938,708) relates to the balances of floating
rate bond loans of the subsidiaries IQ Athens S.M.S.A. and Random S.M.S.A. and amount of €44,810,859 (2024:
10,206,027) relates to the Company's bond loan.
If the borrowing rate, for the loans bearing floating interest rates, had increased/decreased by 1% during the
fiscal year 2025, while all other variables remaining constant, the Group’s profit or loss for 2025 would have
decreased/increased, respectively, by c. €671,304 (31.12.2024: €419,387), while the Company’s profit or loss
for 2025 would have decreased/increased, respectively, by €448,109 (2024: €0). The above sensitivity analysis
has been calculated using the assumption that the balance of the Group’s and the Company’s debt as of
31.12.2025, was the balance of the Group’s and the Company’s borrowings throughout the fiscal year.
The Group’s policy is to minimise this exposure at all times by monitoring market developments with regard
to the interest rate framework and applying the appropriate strategy in each case. For those of the Group’s
long-term euro-denominated loans that are fixed-margin with a floating basis linked to Euribor, the Group
has studied the Euribor fluctuation curve over a five-year horizon during which no significant risk has arisen.
For protection against a potential increase in the base interest rate (Euribor), the Group companies, in
collaboration with the financial institutions that finance them, have introduced clauses in the loan agreements
that provide for the use of interest rate risk hedging products under certain conditions. It should be noted
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
109
that the Group has not used the aforementioned instruments to hedge interest rate risk for the fiscal years
2025 and 2024, as their use has not been deemed necessary.
In note 5.1 (c) of the Annual Financial Statements, an analysis is included detailing the contractual
undiscounted future cash flows from the borrowing of the Group and the Company.
iii) Foreign exchange risk
The Group and the Company operate in Europe, and the main part of their transactions are conducted in
euro. The Group and the Company as of 31.12.2025 did not hold significant amount of bank deposits in
foreign currencies therefore is not exposed to risk due to exchange rate fluctuations.
Therefore, due to the fact that transactions are mainly conducted in euro and there are no significant cash
reserves in currency other than the euro, there is no significant foreign exchange risk for the Group and the
Company.
b) Credit risk
The credit risk of the Group and the Company as of 31.12.2025, arises from the Group’s and the Company’s
cash and cash equivalents, receivables mainly from customers, receivables from finance subleases and loans
granted to related parties. The Group's trade receivables mainly relate to the Company's trade receivables
from joint ventures and third parties. The Group and the Company by definition do not create significant
concentrations of credit risk. Contracts are made with customers with a reduced degree of loss. Management
continually assesses the creditworthiness of its customers and the maximum credit limits allowed.
For the Group’s and the Company’s receivables and loans and information on the relevant provision for
impairment made by the Group and the Company, refer to related note 13 of the Annual Financial Statements.
The expected credit losses on the Group’s and the Company’s cash and cash equivalents at the reporting date
are not material as the Group and the Company cooperate only with recognised financial institutions with
high credit ratings.
c) Liquidity risk
Regarding liquidity risk, the Group and the Company are exposed to liquidity risk due to the medium term (2-
4 years) commitments in relation to their investment program and financial liabilities. The Management of
the Group and the Company monitors on a regular basis, the liquidity of the Group and the Company, as well
as each time a future investment and/or project is considered, to ensure that the required liquidity is available
in a timely manner. The Group and the Company manage the risks that may arise from a lack of sufficient
liquidity by ensuring that there are always secured bank facilities available for use, access to investment funds,
but also prudent cash management.
The table below presents, as at the reporting date, the contractual undiscounted cash flows of financial
liabilities, based on the date on which the Group and the Company are required to settle the obligation, and
includes cash flows relating to both interest and principal.
As the amount of contractual undiscounted cash flows related to bank borrowings is based on floating
interest rates, the amount disclosed is determined by reference to the conditions prevailing at the financial
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
110
year-end. Specifically, the calculation of the relevant undiscounted cash flows is based on the actual interest
rates in effect at the end of the reporting period.
Group More Total Less than 12 than 5 contractual Contractual liabilities months 2-5 years years cash flows Book value December 31, 2025 Trade and other payables 16,207,022 3,819,964 - 20,026,985 20,026,985 Lease liabilities 1,127,155 2,917,137 4,602,022 8,646,313 5,071,048 Borrowings (except for lease liabilities) 30,490,756 54,768,564 21,113,096 106,372,417 93,898,872 Total 47,824,933 61,505,665 25,715,118 135,045,715 118,996,905 More Total Less than 12 than 5 contractual Contractual liabilities months 2-5 years years cash flows Book value December 31, 2024 Trade and other payables 9,252,376 1,431,713 - 10,684,089 10,684,089 Lease liabilities 531,037 1,278,272 5,218,025 7,027,335 3,087,558 Borrowings (except for lease liabilities) 22,519,509 45,516,082 18,726,137 86,761,728 70,757,342 Total 32,302,922 48,226,067 23,944,162 104,473,152 84,528,989
Company More than Total Less than 12 5 contractual Book Contractual liabilities months 2-5 years years cash flows value December 31, 2025 Trade and other payables 4,511,027 250,159 - 4,761,186 4,761,187 Lease liabilities 544,855 681,562 - 1,226,417 1,226,865 Borrowings (except for lease liabilities) 18,705,001 47,184,834 - 65,889,835 61,748,166 Total 23,760,883 48,116,555 - 71,877,438 67,736,218 More than Total Less than 12 5 contractual Book Contractual liabilities months 2-5 years years cash flows value December 31, 2024 Trade and other payables 2,053,044 - - 2,053,044 2,053,044 Lease liabilities 319,644 509,346 - 828,989 881,144 Borrowings (except for lease liabilities) 13,142,499 10,600,000 - 23,742,499 22,342,499 Total 15,515,187 11,109,346 - 26,624,532 25,276,687
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
111
5.2 Capital management
The Group’s and the Company’s objective in terms of capital management is to ensure the Group’s and the
Company’s ability to continue their operation uninterruptedly and profitably, providing a satisfactory return
to shareholders by maintaining an optimal capital structure.
The Management monitors debt in relation to total equity. In order to achieve the desired capital structure,
the Group and the Company may adjust the dividend, make a return of capital, or issue new shares.
The gearing ratio as at 31.12.2025 and 31.12.2024 is presented below.
Group Company 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Total debt 98,969,920 73,844,900 62,975,032 23,223,642 Minus: Cash and cash equivalents (50,053,021) (38,265,299) (2,766,148) (21,028,443) Minus: Restricted cash (3,326,710) (2,023,850) - - Net Debt 45,590,189 33,555,751 60,208,884 2,195,199 Equity attributable to shareholders of the parent company 206.141.431 172.609.053 226.270.709 189.475.685 Total capital employed 251.731.620 206.164.804 286.479.593 191.670.884 Gearing ratio 18% 16% 21% 1%
5.3 Fair value Measurement of Financial Assets and Liabilities
The Group and the Company use the following hierarchy for determining and disclosing the fair value of
financial instruments:
Level 1: Financial assets that are traded in active markets whose fair value is determined based on published
market prices at the reporting date for similar assets and liabilities.
Level 2: Financial assets that are not traded in active markets whose fair value is determined using valuation
techniques and assumptions based either directly or indirectly on market data at the reporting date.
Level 3: Financial assets that are not traded in active markets whose fair value is determined using valuation
techniques and assumptions that are not substantially based on market data.
Transfers between the levels of the fair value hierarchy are deemed to have occurred at the end of the
reporting period. During the year, no transfers between the levels of the fair value hierarchy took place. All
relevant items are classified within Level 3.
The Company’s financial instruments measured at fair value relate to investments in subsidiaries. Due to the
fact that the subsidiaries are not listed companies and therefore there is no active market under IFRS 13 "Fair
Value Measurement", other valuation methods were used to measure them, namely the net asset value ("Net
Asset Value"), excluding deferred tax assets/liabilities, as it is considered to represent the fair value of the
subsidiaries at the reporting date. The above method falls within level 3 of the hierarchy as described above.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
112
6. Significant accounting policies and judgements
Management’s estimates and judgments are continually reviewed and are based on historical data and
expectations of future events that are considered to be reasonable under current circumstances.
6.1 Significant accounting estimates and assumptions
The Group and the Company make estimates and assumptions about the development of future events. The
resulting accounting estimates, by definition, rarely equal the relevant actual results.
The estimates and assumptions that have a significant risk of causing material adjustments to the carrying
amounts of assets and liabilities within the next financial year are as follows:
a) Fair value measurement of the Group’s investment properties
The Group collaborate with independent certified valuers to carry out fair value valuations of investment
properties. 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, value is determined through
a range of reasonable fair value estimates. In making such a decision, the independent valuers consider inputs
from a variety of sources, including:
(i) Current prices in an active real estate market of a different nature, condition or location (or subject to
different leases or other contracts), adjusted for these differences,
(ii) Current prices of similar properties in less active markets, adjusted to reflect any changes in economic
conditions that have occurred since the date of the respective transactions at those prices, and
(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 inputs such as, current rental rates
for similar properties in the same location and condition, using discount rates that reflect the current market
assessment regarding the uncertainty of the amount and timing of those cash flows.
Disclosures relating to the calculation of the fair value of investment property are detailed in notes 8 and 10.
b) Fair value measurement of the Company’s investments in subsidiaries
The Company’s financial instruments measured at fair value relate to investments in subsidiaries, which are
unlisted companies. The fair values of investments in subsidiaries are determined using other valuation
methods, and specifically with the net asset value ("Net Asset Value"), excluding deferred tax assets/liabilities,
as it is considered to represent the fair value of the subsidiaries at the reporting date, refer to relevant note
10.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
113
c) Income tax
The provision for income tax under IAS 12 "Income Taxes" relates to the amounts of taxes expected to be
paid to the tax authorities and includes the provision for current income tax and the provision for any
additional taxes that may arise as a result of an audit by the tax authorities. The Group companies are subject
to different income tax jurisdictions and therefore significant judgement is required by Management in order
to determine the Group’s provision for income tax. The reported income taxes may differ from these
estimates due to future changes in tax legislation, significant changes in the laws of the countries in which the
Group and the Company operate, or unforeseen effects of the final determination of the tax liability for each
financial year by the tax authorities. These changes may have a significant impact on the financial position of
the Group and the Company. In the event that the resulting final additional taxes are different from the
amounts originally recorded, these differences will affect income tax and deferred tax provisions in the year
in which the tax differences are determined. Further details are included in note 29.
d) Deferred Tax Assets
Deferred tax assets and liabilities are recognized in cases of temporary differences between the accounting
basis and the tax basis of assets and liabilities, using the tax rates that have been enacted and are expected
to be enacted in the periods during which these differences are expected to be settled. Deferred tax assets
are recognized for all deductible temporary differences and carried-forward tax losses, to the extent that it is
probable that there will be available taxable income against which the deductible temporary differences and
carried-forward unused tax losses can be utilized.
The Group and the Company consider the existence of future taxable income and follow a continuous
conservative tax planning strategy when assessing the recovery of deferred tax assets. The accounting
estimates related to deferred tax assets require the management to make assumptions regarding the timing
of future events, such as the likelihood of expected future taxable income and available tax planning
opportunities. Further details are provided in note 12.
6.2 Significant accounting judgments in the application of accounting policies
Joint arrangements
With regard to the Group’s investments as of 31.12.2025 and 31.12.2024, as presented in note 11 of the
Annual Financial Statements, the Group has concluded that it exercises joint control over these companies,
as all significant related activities require the unanimous consent of both parties. Additionally, the
investments are classified as joint ventures, as these specific arrangements grant the parties a right to the net
assets of the respective companies.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
114
7. Segment analysis
The Group’s core business is investment activity and relates to real estate development. In addition to its
investment activity, the Group also offers a wide range of services including project management and
construction services, technical and consulting support services, and facility management.
The Group separately monitors the following segments:
- Real estate related services segment.
The segment’s operations mainly concern the provision of project management services, technical and
consulting support, and facilities management services. Additionally, this sector includes the provision of
construction services to clients, as it resembles for business purposes the provision of project management
services.
- Real estate investment segment.
Through the real estate investment segment, the Group, through subsidiaries or joint ventures, acquires
properties in which it constructs or reconstructs buildings for the purpose of operating them or subsequently
selling the interest in the relevant subsidiary or joint venture.
It is noted that the revenue of all the sectors analysed below is derived from activity in Greece.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
115
Segment analysis by sector is analysed in the tables below: Real estate services Real estate investments Unallocated Eliminations Eliminations From 01.01 to From 01.01 to From 01.01 to From 01.01 to From 01.01 to 31.12.2025 31.12.2024 31.12.2025 31.12.2024 31.12.2025 31.12.2024 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Revenue from maintenance services and 4,299,378 4,108,135 - - - - - - 4,299,378 4,108,135 other services Revenue from project managemen 5,719,779 7,492,627 - - - - (3,352,488) (4,351,009) 2,367,291 3,141,618 Revenue from sales of residential houses - - - 4,000,000 - - - - - 4,000,000 Rental income - - 4,780,563 1,690,623 - - - - 4,780,563 1,690,623 Revenue from construction 48,420,633 15,483,342 - - - - - - 48,420,633 15,483,342 Revenue 58,439,790 27,084,104 4,780,563 5,690,623 - - (3,352,488) (4,351,009) 59,867,865 28,423,718 - - 31,013,208 12,410,695 - - (656,055) (1,102,033) 30,357,153 11,308,662 Fair value gains on investment property Construction cost (41,266,372) (14,462,603) - - - - - - (41,266,372) (14,462,603) Gain on disposal of investment property - - 559,209 - - - - - 559,209 - Property taxes - levies - - (762,281) (1,017,411) - - - - (762,281) (1,017,411) Personnel expenses - - - - (4,478,062) (4,291,778) - - (4,478,062) (4,291,778) Depreciation of property and equipment - - - - (731,274) (427,568) - - (731,274) (427,568) and amortisation of intangible assets Net change in inventory property - - - (4,039,534) - - - - - (4,039,534) Impairment losses (including reversals of impairment losses) on trade and other - - - - (19,623) (27,293) 13,375 7,793 (6,248) (19,500) receivables Gain on disposal of subsidiaries and joint - - 6,082,145 14,880,230 - - - - 6,082,145 14,880,230 ventures Other income - - 334,159 296,251 2,799,709 438,216 (1,509,647) (507,421) 1,624,221 227,046 Other expenses (6,277,511) (5,373,267) (2,583,049) (4,164,704) (4,391,778) (3,076,508) 1,367,242 5,158,890 (11,885,096) (7,455,589) Operating Profit 10,895,907 7,248,234 39,423,954 24,056,151 (6,821,028) (7,384,931) (4,137,573) (793,781) 39,361,260 23,125,673 Share of profit of investments accounted for - - 5,515,025 34,471,092 - - - - 5,515,025 34,471,092 using the equity method Finance income - - 1,120,834 1,986,110 - - (673,264) (1,906,246) 447,570 79,864 Finance expenses (581,310) (778,699) (4,111,117) (4,262,119) - - 1,408,283 1,901,052 (3,284,144) (3,139,766) Profit before tax 10,314,597 6,469,535 41,948,696 56,251,234 (6,821,028) (7,384,931) (3,402,554) (798,975) 42,039,711 54,536,863 Income tax (325,694) - (6,559,522) (3,061,675) (107,140) 93 - - (6,992,356) (3,061,582) Profit for the year 9,988,903 6,469,535 35,389,174 53,189,559 (6,928,168) (7,384,838) (3,402,554) (798,975) 35,047,355 51,475,281 EBITDA 10,895,907 7,248,234 44,938,979 58,527,243 (6,089,754) (6,957,363) (4,137,573) (793,780) 45,607,559 58,024,333
Revenue from the real estate services segment includes revenues from services to three customers of €31,907,582, €8,934,696 and €6,758,437
representing 53%, 15% and 11% respectively, of the Group’s total revenue.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
116
Unallocated income and expenses consist of personnel expenses, depreciation of property and equipment and amortisation of intangible assets,
Impairment losses (including reversals of impairment losses) on trade and other receivables, other income, other expenses and income taxes.
Real estate services Real estate investments Unallocated Total 31.12.2025 31.12.2024 31.12.2025 31.12.2024 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Investment properties - - 174,589,657 141,784,782 - - 174,589,657 141,784,782 Investment properties - - 174,589,657 141,784,782 - - 174,589,657 141,784,782 Investments in joint ventures accounted for - - 24,838,281 24,738,087 - - 24,838,281 24,738,087 using the equity method, established in Cyprus Investments in joint ventures accounted for - - 71,512,175 62,322,934 - - 71,512,175 62,322,934 using the equity method, established in Greece Investments in joint ventures accounted for - - 96,350,456 87,061,021 - - 96,350,456 87,061,021 using the equity method Total liabilities 4,299,155 8,123,782 122,941,957 85,596,392 8,737,422 13,254,914 135,978,534 106,975,088
Additions to non-current assets for the “Real estate services” segment amounted to €218,400 (2024: €42,990) and mainly relate to acquisitions of
property, plant and equipment and intangible assets of the Company. Respectively, additions to non-current assets for the “Real estate investments”
segment amounted to €63,159,661 (2024: €71,325,345), of which an amount of €46,154,154 mainly relates to acquisitions of new investment
properties and an amount of €17,005,507 relates to capitalised expenditures for improvements to existing investment properties.
The unallocated liabilities mainly consist of the Company's borrowings through open current accounts and other liabilities (actuarial obligations,
accrued expenses, guarantees, tax and duty obligations, social security contributions, and deferred income).
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
117
8. Investment property
Investment properties of the Group and the Company are presented as follows:
Group Note 31.12.2025 31.12.2024 Opening balance 141,784,782 117,103,629 Acquisition of investment property 45,934,154 51,502,652 Acquisition of right of use of investment property 2,945,207 46,983 Additions to existing investment property 17,005,507 19,574,338 (Disposals)/(Reductions) (64,216,355) (55,090,000) Net fair value gains on investment property 30,357,153 11,308,662 Gain on disposal of investment property 559,209 - Transfer from trade and other receivables-Other 13 220,000 248,355 non-current assets Transfer to trade and other receivables - Net - (2,909,837) investment in the lease - excluding related parties Closing balance 174,589,657 141,784,782
Investment property acquired by the Group during the fiscal year 2025 are related to the following: • A land plot with a total surface area of c. 345,567 sq.m., located in the Gournes area of the Municipality of Hersonissos, Heraklion, Crete, was acquired through the purchase of 100% of the share capital of the owning company “Gournes S.M.S.A.”, for a consideration of €40,050,089. • A land plot with a total surface area of c. 632,226 sq.m. (owned by “Athens Papermill”), located in the Nea Sevasteia area of the Regional Unit of Drama, was acquired on 01.08.2025 by the subsidiary “Dramar S.M.S.A.” for a consideration of €4,720,000, plus taxes and transaction costs amounting to €1,060,691. Out of the total consideration of €4,720,000, an amount of €220,000 was paid as an advance under a preliminary agreement by 31.12.2022, €500,000 was paid upon signing of the final notarial deed, €1,000,000 will be paid during 2026, and €3,000,000 will be paid during 2027. • A leased three-storey building of c. 2,018 sq.m., located in western Thessaloniki, was acquired for exploitation purposes. The subsidiary “Bozonio S.M.S.A.” signed, on 15.09.2025, a private lease agreement for the above building with a duration of six (6) years, intended for use as an office building.
A. Acquisition of investment property
• The subsidiary Filma S.M.S.A. proceeded with the establishment of two vertical property divisions of its existing land plot to achieve its optimal utilization and exploitation. On 07.08.2025, it completed the sale of one vertical property with a total land area of 6,900 sq.m., which included listed buildings with a total surface area of 7,715.90 sq.m., to the Ministry of Culture, which had designated the property as a “historic listed monument.” The sale was carried out in execution of Ministerial Decision No. 330247/2025 (Government Gazette B’ 3971/25.07.2025). • On 30.12.2025, the investment property held by the subsidiary Alkanor S.M.S.A. was sold through the disposal of 100% of the shares of the subsidiary company, refer to note 10. Upon derecognition, the value of the investment property amounted to €55,984,355, based on a valuation performed by independent certified valuers.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
118
B. Disposals
The disposals/reductions of investment properties by the Group during the fiscal year 2025 relate to the
following:
Moreover, on 27.02.2025, the notarial deed for the establishment of the subsidiary Dorou Residencies
S.M.S.A. was signed, as the owner of Building A of “MINION”, within the framework of the partial demerger
plan of Alkanor S.M.S.A.. Dorou Residencies S.M.S.A. owns a plot of land with a total surface area of
approximately 560 sq.m., together with the multi-storey building constructed thereon with a total area of
approximately 4,778 sq.m., located in the Municipality of Athens, specifically at Omonia Square.
Mortgage pre-notations amounting to €16,440,000 and €163,592,000 have been registered over the
investment properties of the subsidiaries Random S.M.S.A. and IQ Athens S.M.S.A., respectively, as collateral
for bank financing granted to the subsidiaries.
The Group capitalized borrowing costs attributable to the construction period for the period from 01.01.2025
to 31.12.2025 amounting to €2,045,757 (31.12.2024: €1,903,420), in accordance with the provisions of IAS 23
“Borrowing Costs”. The relevant amount is included in the line “Cost of works on existing properties” in the
above table.
During 2025, the Group recognized rental income from the investment property of the subsidiary Random
S.A. amounting to €649,998, while for the period from 01.01.2025 until the date of sale of the shares of the
subsidiary Alkanor S.M.S.A., namely 30.12.2025, the Group recognized rental income from the subsidiary’s
investment property amounting to €4,130,565.
Investment properties are measured at fair value by independent certified valuers using methods accepted
under IFRS. In determining the fair value of investment properties, their highest and best use has been
considered, taking into account their legal status, technical characteristics, and permitted uses.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
119
The table below shows the fair value agreement of the investment properties recognised in the Group by the
subsidiaries Dorou Residencies S.M.S.A. and Bozonio S.M.S.A., in accordance with IAS 40 paragraph 77:
31.12.2025 31.12.2024 5,859,000 55,270,000 Valuation report by an independent valuer Plus: Lease liabilities 2,376,657 692,782 Fair value of investment properties 8,235,657 55,962,782
The valuation methods used by the independent valuers to determine the fair value of the Group’s investment
properties as of 31.12.2025, are presented below.
Hierarchy Company Type of relation Method level IFRS 13 AGHIALOS ESTATE S.M.S.A. Subsidiary Residual Method 3 IQ ATHENS S.M.S.A. Subsidiary Residual Method 3 DOROU RESIDENCIES S.M.S.A. Subsidiary Residual Method 3 Subsidiary Market Approach, Income Approach BOZONIO S.M.S.A. based on the Discounted Cashflows 3 Method Subsidiary Market Approach, Income Approach RANDOM S.M.S.A. based on the Discounted Cashflows 3 Method Subsidiary Market Approach, Income Approach – FILMA S.M.S.A. Discounted Cashflows (DCF) Method, 3 Profit Method and Residual Method Subsidiary Market Approach, Income Approach – GOURNES S.M.S.A. Discounted Cashflows (DCF) Method, 3 Profit Method and Residual Method Subsidiary Market Approach, Income Approach – PIRAEUS REGENERATION 138 S.M.S.A. Discounted Cashflows (DCF) Method, 3 Profit Method and Residual Method DRAMAR S.M.S.A. Subsidiary Market Approach 3
The valuation method applied to the property of the subsidiary Random S.M.S.A. has been modified
compared to that used as at 31.12.2024, as its reconstruction has been completed during the fiscal year 2025
and, as at 31.12.2025, the property is fully leased and operational.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
120
Below is presented, by usage category of the Group’s investment properties, the range of the key assumptions
used for their fair value measurement.
Variation in Monthly construction Selling price Average daily Use market rent cost per per sq.m. per sq.m. Charge sq.m. Offices - 16.9-19.2 - - Mixed-use 800-2,200 15.5-22.6 - - Residential 625-3,000 - 5,800-11,000 - Hotels 500-3,700 - - 45.4-549 Logistics 850 6.6-7.0 - -
The sensitivity analysis on the carrying value of the Group’s investment properties in relation to the main
assumptions used is presented below:
Sensitivity analysis of properties valued using the Residual Method - Fair value of investment properties: €59,679,891 Variation in construction cost per Variation to discount Rental price per sq.m. sq.m. rate Discount rate +5%/-5% +5%/-5% +0.5%/-0.5% Highest / Lowest Lowest / Highest Lowest / Highest 11,702,000 / 11,349,000 8,726,000 / 8,725,000 5,675,000 / 6,024,000 8%-9.70%
Sensitivity analysis of properties valued using the Market Approach, Income Approach – Discounted Cashflows (DCF) Method, Profit Method and Residual Method - Fair value of investment properties: €80,571,000 Variation to Average Variation in Daily rate (during the Rental price per Variation to construction cost Discount rate 1st year of sq.m. discount factor per sq.m. operation) 5%/-5% 5%/-5% 5%/-5% 0,5%/-0,5% Highest / Lowest Highest / Lowest Lowest / Highest Lowest / Highest 8,228,000 / 8,228,000 1,690,000 / 1,747,000 6,786,000 / 6,785,000 7,438,000 / 7,948,000 7%-13%
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
121
Sensitivity analysis of properties valued using Market Approach - Fair value of investment properties: €6,177,000 Selling price / rental price per sq.m. +10%/-10% Highest / Lowest 759,000 / 759,000
Sensitivity analysis of properties valued using the Market Approach, Income Approach – Discounted Cashflows (DCF) Method - Fair value of investment properties: €28,161,765 Variation to discount rate Discount rate +0.5%/-0.5% Lowest / Highest 983,000 / 1,036.000 7.25%-8.30%
During 2025, a gain was recognised in the Group’s results from revaluation of investment property at fair
value of €30,357,153 (2024: €11,308,662).
The revaluation gain on investment properties is mainly derived from the amendment in conditions
compared to the previous year on existing investment property (urban maturation, progress of projects,
commercial maturation, etc.) and the conditions that existed at the first valuation of newly acquired
investment properties. The main conditions that affected the fair value revaluation gain on investment
properties are the signing of lease agreements, the progress of the projects, and the acquisition of investment
properties at a lower price than the market value.
9. Property and equipment
The Group’s and the Company’s property and equipment are detailed in the following tables:
Group Leasehold Machinery and Motor Other Right-of-use Total improvements equipment vehicle equipment asset Cost January 1, 2024 72,692 2,699 16,079 823,009 1,926,634 2,841,113 Additions - - 3,895 39,095 140,256 183,246 Disposals, reductions, write-offs - - - - (54,871) (54,871) December 31, 2024 72,692 2,699 19,974 862,104 2,012,019 2,969,488 January 1, 2025 72,692 2,699 19,974 862,104 2,012,019 2,969,488 Additions - 10,875 - 107,882 991,619 1,110,376 Disposals, reductions, write-offs - - - - (397,529) (397,529) December 31, 2025 72,692 13,574 19,974 969,986 2,606,109 3,682,335
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
122
Accumulated depreciation January 1, 2024 (65,372) (1,991) (8,484) (753,427) (825,443) (1,654,716) Depreciation charge (3,396) (708) (1,683) (59,514) (359,448) (424,749) Disposals, reductions, write-offs - - - - 18,303 18,303 December 31, 2024 (68,768) (2,699) (10,167) (812,941) (1,166,588) (2,061,162) January 1, 2025 (68,768) (2,699) (10,167) (812,941) (1,166,588) (2,061,163) Depreciation charge (1,941) (234) (1,546) (104,135) (528,007) (635,863) Disposals, reductions, write-offs - - - - 270,054 270,054 December 31, 2025 (70,709) (2,933) (11,713) (917,076) (1,424,541) (2,426,972) Net book value as of January 7,320 708 7,595 69,582 1,101,192 1,186,397 1, 2024 Net book value as of 3,924 - 9,807 49,163 845,431 908,326 December 31, 2024 Net book value as of 1,983 10,641 8,261 52,910 1,181,568 1,255,363 December 31, 2025
Company Leasehold Machinery and Motor Other Right-of-use Total improvements equipment vehicle equipment asset Cost January 1, 2024 72,692 2,699 16,079 804,617 1,597,967 2,494,054 Additions - - 3,895 35,645 141,373 180,912 Disposals, reductions, write-offs - - - - (54,871) (54,871) December 31, 2024 72,692 2,699 19,974 840,261 1,684,469 2,620,095 January 1, 2025 72,692 2,699 19,974 840,261 1,684,469 2,620,095 Additions - 10,875 - 106,602 991,619 1,109,096 Disposals, reductions, write-offs - - - - (397,530) (397,530) December 31, 2025 72,692 13,574 19,974 946,863 2,278,558 3,331,661 Accumulated depreciation January 1, 2024 (65,372) (1,991) (8,484) (736,647) (713,172) (1,525,667) Depreciation charge (3,396) (708) (1,683) (57,873) (293,877) (357,537) Disposals, reductions, write-offs - - - - 18,303 18,303 December 31, 2024 (68,768) (2,699) (10,167) (794,520) (988,746) (1,864,901) January 1, 2025 (68,768) (2,699) (10,167) (794,520) (988,746) (1,864,900) Depreciation charge (1,941) (234) (1,546) (102,509) (462,820) (569,050) Disposals, reductions, write-offs - - - - 269,346 269,346 December 31, 2025 (70,709) (2,933) (11,713) (897,029) (1,182,220) (2,164,604)
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
123
Net book value as of January 7,320 708 7,595 67,970 884,794 968,387 1, 2024 Net book value as of 3,924 - 9,807 45,742 695,723 755,194 December 31, 2024 Net book value as of 1,983 10,641 8,261 49,834 1,096,338 1,167,057 December 31, 2025
Right-of-use assets relate to the following categories of assets:
Group Company 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Buildings 676,547 418,659 594,393 268,949 Motor vehicles 368,118 274,972 368,118 274,972 Other equipment 136,904 151,800 133,827 151,802 1,181,569 845,431 1,096,338 695,723
As of 31.12.2025, the Group’s right-of-use assets include two leases of Company’s office spaces, with a total
lease term of 9 and 3 years, respectively, lease of other equipment with a total lease term of 10 years, the
lease of subsidiary Arcela Investments Ltd office space, with a total lease term of 3 years, the lease of
warehouse space of subsidiary Hub 204 S.M.S.A., with a total lease term of 3 years and leases of the
Company’s vehicles.
10. Investments in Subsidiaries (Financial assets at fair value through other comprehensive income
(FVTOCI), Financial assets at fair value through profit and loss (FVTPL))
Financial assets at fair value through other comprehensive income and financial assets at fair value through
profit or loss relate to investment in subsidiaries.
The Company measures investments in subsidiaries under IFRS 9, at fair value through profit or loss, except
for the investment in the subsidiary Arcela Investments Ltd, for which the Company has irrevocably elected
to measure at fair value through other comprehensive income.
The Company made this irrevocable election as this investment is held by the Company as a long-term
strategic investment and is not expected to be sold in the short to medium term.
The Group and the Company use the following hierarchy for determining and disclosing the fair value of
financial instruments:
Level 1: Financial instruments that are traded in active markets, the fair value of which is determined based
on published market prices that are in effect on the reporting date for similar assets and liabilities.
Level 2: Financial instruments that are not traded in active markets, the fair value of which is determined
using valuation techniques and assumptions that are based either directly or indirectly on market data at the
reporting date.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
124
Level 3: Financial instruments that are not traded in active markets, the fair value of which is determined
using valuation techniques and assumptions that are primarily not based on market data.
The Company’s financial assets that are measured at fair value relate to investments in subsidiaries. Due to
the fact that the subsidiaries are unlisted companies and therefore there is no active market based on IFRS
13 'Fair Value Measurement,' other valuation methods were used for their measurement, specifically the Net
Asset Value, excluding deferred tax assets/liabilities, as it is considered to represent the fair value of the
subsidiaries as of the reporting date. The aforementioned method falls within Level 3 of the hierarchy, as
described above.
The following table sets out details of the subsidiaries consolidated by the Group:
December 31, 2025 December 31, 2024 Country of Direct % of Indirect % of Direct % of Indirect % of main ConsolidatioConsolidation Company name ownership ownership ownership ownership establishment n method method interest interest interest interest & incorporation Parent Full Parent Full DIMAND S.A. Greece - - company consolidation company consolidation Greece Full Full LAVAX S.M.S.A. 100% - 100% - consolidation consolidation Greece Full PERDIM S.M.S.A. - - - 100% - consolidation Greece Full TERRA ATTIVA S.M.S.A. - - - 100% - consolidation Greece Full PROPELA S.M.S.A. - - - 100% - consolidation Greece Full Full BOZONIO S.M.S.A. 100% - 100% - consolidation consolidation Greece Full Full CITRUS AKINITA S.M.S.A. - 100% - 100% consolidation consolidation AGCHIALOS ESTATE Greece Full Full - 100% - 100% S.M.S.A. consolidation consolidation Greece Full Full IQ ATHENS S.M.S.A. - 100% - 100% consolidation consolidation Greece Full Full DRAMAR S.M.S.A. - 100% - 100% consolidation consolidation Greece Full Full BRIDGED -T LTD - 100% - 100% consolidation consolidation Greece Full Full FILMA ESTATE S.M.S.A. - 100% - 100% consolidation consolidation Greece Full ALKANOR S.M.S.A. - - - - 100% consolidation Greece Full Full HUB 204 S.M.S.A. - 100% - 100% consolidation consolidation Greece Full Full RANDOM S.M.S.A. - 100% - 100% consolidation consolidation PIRAEUS Greece Full Full REGENERATION 138 - 100% consolidation - 100% consolidation S.M.S.A. THOMAIS AKINITA Greece Full Full - 100% - 100% S.M.S.A. consolidation consolidation Greece Full TERRA ATHENA S.M.S.A. - 100% - - consolidation - Greece Full GOURNES S.M.S.A. - 100% - - consolidation - DOROU RESIDENCIES Greece Full - 100% - - S.M.S.A. consolidation -
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
125
December 31, 2025 December 31, 2024 Country of Direct % of Indirect % of Direct % of Indirect % of main ConsolidatioConsolidation Company name ownership ownership ownership ownership establishment n method method interest interest interest interest & incorporation DIMAND REAL ESTATE Full Cyprus - - - 100% - (CYPRUS) LTD consolidation VENADEKTOS Full Full Cyprus 100% - 100% - HOLDINGS LTD consolidation consolidation DIMAND REAL ESTATE Full Bulgaria - - - - 100% AND SERVICES EOOD consolidation ARCELA INVESTMENTS Full Full Cyprus 100% - 100% - LTD consolidation consolidation Full Full MAGROMELL LTD Cyprus - 100% - 100% consolidation consolidation DARMENIA HOLDINGS Full Full Cyprus - 100% - 100% LTD consolidation consolidation Full Full AFFLADE LTD Cyprus - 100% - 100% consolidation consolidation MANDALINAR Full Full Cyprus - 100% - 100% HOLDINGS LTD consolidation consolidation Full ARCELA FINANCE LTD Cyprus - - - - 100% consolidation Full Full Cyprus - 100% - 100% GRAVITOUSIA LTD consolidation consolidation Full Full KARTONERA LTD Cyprus - 100% - 100% consolidation consolidation Full Full ALABANA LTD Cyprus - 100% - 100% consolidation consolidation PAVALIA ENTERPRICES Full Full Cyprus - 100% - 100% LTD consolidation consolidation Full Full RODOMONDAS LTD Cyprus - 100% - 100% consolidation consolidation OBLINARIUM Full Full Cyprus - 100% - 100% HOLDINGS LTD consolidation consolidation Full Full METRINWOOD LTD Cyprus 51% - 51% - consolidation consolidation
The movement of the Company’s investment in the subsidiary Arcela Investments Ltd, classified as " Financial
assets at fair value through other comprehensive income", is analysed in the table below:
31.12.2025
31.12.2024
Opening balance
160,700,277
125,210,365
Additions (Increase share capital of
subsidiaries)
9,426,000
12,526,725
Gain on financial assets at fair value
through other comprehensive income
2,920,951
22,963,187
Closing balance
173,047,228
160,700,277
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
126
Especially for the fair value measurement of the subsidiary Arcela Investments Ltd, the net asset value ("Net
Asset Value"), excluding deferred tax assets/liabilities is materially affected by the fair value measurement of
investment property or rights of use investment properties classified as investment property or property and
equipment or inventory of its direct and indirect interests in the joint ventures 3V S.A., Cante Holdings Ltd
(valuation of investment property and rights of use on investment property of the joint venture of Cante
Holdings Ltd, Piraeus Tower S.A.), YITC European Trading Ltd (valuation of the investment property of the
subsidiary Evgenia Homes S.M.S.A.), IQ Karela S.A. and the subsidiaries Piraeus Regeneration 138 S.M.S.A.,
Random S.M.S.A., Filma S.M.S.A., Agchialos Estate S.M.S.A., Dramar S.M.S.A., Dorou Residencies S.M.S.A.,
Gournes S.M.S.A. and IQ Athens S.M.S.A..
The valuation methods used by independent certified valuers to determine the fair value of the investment
properties of the above subsidiaries and joint ventures as of 31.12.2025, are presented below.
Hierarchy Company Type of relation % of ownership interest Method level IFRS 13 AGCXIALOS AKINITA S.M.S.A. Subsidiary 100% Residual Method 3 IQ ATHENS S.M.S.A. Subsidiary 100% Residual Method 3 DOROU RESIDENCIES S.M.S.A. Subsidiary 100% Residual Method 3 Market Approach, Income Approach BOZONIO S.M.S.A. Subsidiary 100% based on the Discounted Cash Flow 3 Method Market Approach, Income Approach RANDOM S.M.S.A. Subsidiary 100% based on the Discounted Cash Flow 3 Method Market Approach, Income Approach – FILMA S.M.S.A. Subsidiary 100% Discounted Cashflows (DCF) Method, 3 Profit Method and Residual Method Market Approach, Income Approach – GOURNES S.M.S.A. Subsidiary 100% Discounted Cashflows (DCF) Method, 3 Profit Method and Residual Method Market Approach, Income Approach – PIRAEUS REGENERATION 138 S.M.S.A. Subsidiary 100% Discounted Cashflows (DCF) Method, 3 Profit Method and Residual Method DRAMAR S.M.S.A. Subsidiary 100% Market Approach 3 3V S.A. Joint venture 57% Residual Method 3 IQ KARELA S.A. Joint venture 60% Residual Method 3
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
127
Hierarchy Company Type of relation % of ownership interest Method level IFRS 13 EVGENIA HOMES S.A. Other related parties 20% Residual Method 3 Market Approach, Income Approach PIRAEUS TOWER S.A. Other related parties 45.50% based on the Discounted Cash Flow 3 Method
Below is a breakdown by property use category of the range of key assumptions used to value the Group's
investment properties at fair value.
Variation in Monthly market Selling price per Average daily Use construction cost rent per sq.m. sq.m. charge per sq.m. Offices 700-1,650 13.4-34.6 - - Mixed-use 800-2,200 13.1-28.5 - - Residential 625-3,000 - 5,800-11,000 - Hotels 500-3,700 - - 45.4-549 Logistics 850 6.6-7.0 - -
The following tables present a sensitivity analysis on the carrying value of the Company’s investment in the
subsidiary Arcela Investments Ltd with respect to the main assumptions used for the fair value measurement
of the investment properties of the above subsidiaries and joint ventures, as the value of the investment is
mainly affected by any changes in investment properties.
Sensitivity analysis of properties valued using the Residual Method - Fair value of investment properties: €
79,978,224
Rental price per sq.m.
Variation in
construction cost per
sq.m.
Variation to discount
rate
Discount rate
5%/-5%
5%/-5%
0.5%/-0.5%
Highest / Lowest
Lowest / Highest
Lowest / Highest
15,743,000 / 15,371,000
11,155,000 / 11,155,000
7,131,000 / 7,520,000
8.0%-10.05%
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
128
Sensitivity analysis of properties valued using the Market Approach, Income Approach – Discounted
Cashflows (DCF) Method, Profit Method and Residual Method - Fair value of investment properties:
€80,571,000
Variation to Average
Daily rate (during the
1st year of operation)
Rental price per
sq.m.
Variation in
construction cost per
sq.m.
Variation to discount
factor
Discount
rate
5%/-5%
5%/-5%
5%/-5%
0.5%/-0.5%
Highest / Lowest
Highest / Lowest
Lowest / Highest
Lowest / Highest
8,228,000 / 8,228,000
1,690,000 / 1,747,000
6,786,000 / 6,785,000
7,438,000 / 7,948,000
7%-13%
Sensitivity analysis of properties valued using the Market Approach Method- Fair value of investment
properties: €6,177,000
Selling prices / Rental price per sq.m.
+10%/-10%
Highest / Lowest
759,000 / 759,000
Sensitivity analysis of properties valued using the Income Approach based on the Discounted Cash Flow Method - Fair value
of investment properties: € 91.666.735
Variation to discount factor
Discount rate
+0.5%/-0.5%
Lowest / Highest
3,622,000 / 4,000,000
7.25%-9.75%
The movement in the Company’s investments in subsidiaries, classified as "Financial assets at fair value
through profit or loss", is detailed in the table below:
31.12.2025
31.12.2024
Opening balance
23,758,509
6,785,176
Additions (Increase share capital of
subsidiaries)
2,485,100
8,089,400
Reductions (Share capital decrease of subsidiary)
-
(2,585,000)
Reductions (Disposals of
subsidiaries)
-
(8,280,857)
Reductions (Liquidation of
subsidiaries)
(65,454)
-
Fair value gains through profit or
loss
2,306,735
19,749,790
Closing balance
28,484,890
23,758,509
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
129
During the fiscal year 2025, the Company participated in the share capital increases of the subsidiaries
Metrinwood Ltd, Bozonio S.M.S.A. and Lavax S.M.S.A. by €2,300,100, €180,000 and €5,000, respectively.
For the fair value measurement of subsidiaries classified as "Financial assets at fair value through profit or
loss", the net asset value, excluding deferred tax assets/liabilities, is materially affected by the fair value
measurement of their investment properties.
Below is presented the sensitivity analysis of the carrying amount of the Company’s investment, through
which, via its subsidiary Metrinwood Ltd, it holds 55% of the share capital of the joint venture P and E
Investments S.A., in relation to the key assumptions used for the fair value valuations of the investment
properties of Skyline Real Estate S.A., in which P and E Investments S.A. holds a 65% participation, as the value
of the investment is mainly affected by potential changes in the investment properties.
Sensitivity analysis of properties for the company Skyline S.A. €39,228,318 (215,156,000*0.65*0.55*0.51)
Variation in discount rate
Variation in yield rate
+0.5%/-0.5%
+0.5%/-0.5%
Lowest / Highest
Highest / Lowest
1,771,105 / 1,924,076
2,227,100 / 2,756,754
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
130
The analysis of investments in subsidiaries of the parent company Dimand S.A. for the fiscal year 2025 and 2024 is analysed as follows:
LAVAX
S.M.S.A.
PERDIM
S.M.S.A.
PROPELA
S.M.S.A.
BOZONIO
S.M.S.A.
TERRA
AΤTIVA
S.M.S.A.
VENADEKTOS
HOLDINGS
LIMITED
METRINWOOD
LTD
IOVIS
S.M.S.A.
Total
ARCELA
INVESTMENTS
LTD
Total
January 1, 2024
3,784,899
1,527,320
509,163
74,754
394,343
-
10,269
484,428
6,785,176
125,210,365
125,210,365
Incorporation of
subsidiary
-
-
-
-
-
-
-
-
-
-
-
Additions (Increase share
capital of subsidiaries)
58,000
180,000
-
79,000
160,000
-
7,112,400
500,000
8,089,400
12,526,725
12,526,725
Decreases (Share capital
decrease of subsidiary)
-
(1,620,000)
(480,000)
-
(485,000)
-
-
-
(2,585,000)
-
-
Disposals
-
-
-
-
-
-
(1,170,365)
(7,110,492)
(8,280,857)
-
-
Fair value gains on
financial assets at fair
value through other
comprehensive income
-
-
-
-
-
-
-
-
-
22,963,187
22,963,187
Fair value gains / (losses)
on financial assets at
subsidiaries and joint
ventures
(2,375,014)
(62,310)
(7,059)
(33,453)
(43,502)
-
16,145,065
6,126,064
19,749,790
-
-
December 31, 2024
1,467,885
25,010
22,104
120,301
25,841
-
22,097,369
-
23,758,509
160,700,277
160,700,277
Incorporation/Acquisition
of subsidiary
-
-
-
-
-
-
-
-
-
-
-
Additions (Increase share
capital of subsidiaries)
5,000
-
-
180,000
-
-
2,300,100
-
2,485,100
9,426,000
9,426,000
Disposals/Reductions
-
(23,463)
(22,035)
-
(19,956)
-
-
-
(65,454)
-
-
Dividend distribution
-
-
-
-
-
-
-
-
-
(35,000,000)
(35,000,000)
Fair value gains on
financial assets at fair
value through other
comprehensive income
-
-
-
-
-
-
-
-
-
37,920,951
37,920,951
Fair value gains / (losses)
on financial assets at
subsidiaries and joint
ventures
1,281,748
(1,547)
(68)
(130,362)
(5,885)
-
1,162,849
-
2,306,735
-
-
December 31, 2025
2,754,633
-
-
169,939
-
-
25,560,318
-
28,484,890
173,047,228
173,047,228
The subsidiary Venadektos Holdings Limited participates in Dimand Real Estate and Services EOOD with a nil value as of 31.12.2024, while it
was liquidated and dissolved during 2025.
The subsidiary Arcela Investments Ltd participates in the following subsidiaries as follows:
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
131
MAGROMELL
LTD
SEVERDOR
LTD
ARCELA
FINANCE
LTD
KARTONERA
LTD
AFFLADE
LTD
ALABANA
LTD
PAVALIA
ENTERPRICES
LTD
MANDALINAR
HOLDINGS LTD
RODOMONDAS
LTD
OBLINARIUM
HOLDINGS
LTD
RANDOM
S.M.S.A.
January 1, 2024
21,633,384
26,304,510
5,160
6,472,321
-
11,949,374
3,920,828
-
19,933
3,851,193
8,552,460
Additions (Increase
share capital of
subsidiaries)
-
-
-
1,600,000
-
-
-
-
-
-
377,000
Decreases (Share
capital decrease of
subsidiary)
-
-
-
(2,215,042)
-
-
(1,942,400)
-
-
(1,300,000)
-
Disposals
-
(27,810,919)
-
-
-
-
-
-
-
-
-
Fair value gains /
(losses) on
financial assets at
subsidiaries and
joint ventures
1,495,814
1,506,409
(5,160)
700,748
-
3,121,358
(1,967,696)
-
(8,388)
(403,687)
965,608
December 31,
2024
23,129,198
-
-
6,558,027
-
15,070,731
10,732
-
11,545
2,147,506
9,895,068
Additions (Increase
share capital of
subsidiaries)
3,470,000
-
-
600,000
-
-
-
-
-
-
-
Decreases (Share
capital decrease of
subsidiary)
-
-
-
-
-
(1,850,000)
-
-
-
-
-
Fair value gains /
(losses) on
financial assets at
subsidiaries and
joint ventures
1,735,151
-
-
518,878
-
338,435
(9,708)
-
(10,222)
80,745
5,243,083
December 31,
2025
28,334,349
-
-
7,676,905
-
13,559,166
1,024
-
1,323
2,228,251
15,138,151
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
132
GRAVITOUSIA
LTD
AGCHIALOS
AKINITA
S.M.S.A.
FILMA
ESTATE
S.M.S.A.
ALKANOR
S.M.S.A.
DARMENIA
LTD
DRAMAR
S.M.S.A.
GOURNES
S.M.S.A.
DOROU
RESIDENCIES
S.M.S.A.
CITRUS
S.M.S.A.
TERRA
ATHENA
S.M.S.A.
Total
January 1, 2024
10,112,970
10,738,201
14,130,729
20,122,721
-
328,095
-
-
3,779,624
-
141,921,502
Additions (Increase share
capital of subsidiaries)
-
-
1,050,000
5,840,000
70,000
755,000
-
-
-
-
9,692,000
Decreases (Share capital
decrease of subsidiary)
(10,865,800)
-
-
-
-
-
-
-
(2,000,000)
-
(18,323,242)
Disposals
-
-
-
-
-
-
-
-
-
-
(27,810,919)
Fair value gains / (losses)
on financial assets at
subsidiaries and joint
ventures
6,830,782
437,963
468,357
5,685,560
(24,689)
(158,555)
-
-
(1,110,380)
-
17,534,044
December 31, 2024
6,077,952
11,176,164
15,649,086
31,648,280
45,311
924,540
-
-
669,244
-
123,013,384
Incorporation of
subsidiary
-
-
-
-
-
-
-
4,440,000
-
25,000
4,465,000
Additions (Acquisition of
subsidiary)
-
-
-
-
-
-
40,050,089
-
-
-
40,050,089
Additions (Increase share
capital of subsidiaries)
-
300,000
1,130,000
-
-
1,900,000
-
520,000
-
-
7,920,000
Decreases (Share capital
decrease of subsidiary)
-
-
-
(4,440,000)
-
-
-
-
-
-
(6,290,000)
Disposals
-
-
-
(33,158,191)
-
-
-
-
-
-
(33,158,191)
Fair value gains / (losses)
on financial assets at
subsidiaries and joint
ventures
(5,899,218)
372,563
2,487,342
5,949,911
(10,994)
(680,354)
15,664,115
845,170
719,435
(7,857)
27,336,475
December 31, 2025
178,734
11,848,727
19,266,428
-
34,317
2,144,186
55,714,204
5,805,170
1,388,679
17,143
163,336,757
The subsidiary Arcela Investments Ltd holds an investment in Afflade Ltd and Mandalinar Ltd with a nil value as of 31.12.2025 and 31.12.2024.
Each of the above subsidiaries participate in the respective subsidiaries as detailed below:
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
133
Subsidiaries of Arcela Investments
Ltd
MAGROMELL
LTD
KARTONERA
LTD
OBLINARIUM
HOLDINGS LTD
OBLINARIUM
HOLDINGS
LTD
OBLINARIUM
HOLDINGS
LTD
DARMENIA LTD
SEVERDOR LTD
Company
IQ ATHENS
S.M.S.A.
HUB 204
S.M.S.A.
PIRAEUS
REGENERATION
138 S.M.S.A.
KALLIGA
ESTATE
S.M.S.A.
THOMAIS
AKINITA
S.M.S.A.
BRIDGED T LTD
INSIGNIO
S.M.S.A.
Total
January 1, 2024
21,024,410
4,210,015
1,770,421
1,475,891
-
-
26,270,265
54,751,002
Additions (Increase share capital of
subsidiaries)
500,000
1,500,000
-
2,122,055
5,000
-
-
4,127,055
Disposals
-
-
-
(3,504,334)
-
-
(27,818,585)
(31,322,919)
Fair value gains / (losses) on financial
assets at subsidiaries and joint
ventures
1,509,085
712,989
68,161
(93,612)
(5,000)
-
1,548,320
3,739,944
December 31, 2024
23,033,495
6,423,004
1,838,582
-
-
-
-
31,295,082
Additions (Increase share capital of
subsidiaries)
3,555,000
1,500,000
-
-
70,000
-
-
5,125,000
Fair value gains / (losses) on financial
assets at subsidiaries and joint
ventures
1,751,049
537,310
152,088
-
(56,613)
-
-
2,383,834
December 31, 2025
28,339,544
8,460,314
1,990,670
-
13,387
-
-
38,803,916
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
134
During the fiscal year 2025, the following changes occurred in the Group’s structure compared to the
previous fiscal year:
On 27.02.2025, the notarial deed for the establishment of the subsidiary Dorou Residencies S.M.S.A., the
owner of Building A of «MINION», was signed in the context of the partial demerger plan of the company
Alkanor S.M.S.A. and the separation of the residential from the commercial development of the project.
On 04.08.2025, the Group through its subsidiary Arcela Investments Ltd proceeded with the establishment
of the subsidiary Terra Athena S.M.S.A..
Finally, the subsidiaries Propela S.M.S.A., Perdim S.M.S.A., Terra Attiva S.M.S.A., Arcela Finance Ltd, Dimand
Cyprus Ltd and Dimand Real Estate and Services EOOD were liquidated and terminated during the fiscal
year 2025.
On 10.09.2025, the Group through its subsidiary Arcela Investments Ltd proceeded with the acquisition of
100% of the share capital of the company Gournes S.M.S.A., owner of a land plot, of a total area of 345,567
sq.m. located in Gournes, Municipality of Hersonissos, Heraklion, Crete. The consideration for the above-
mentioned acquisition amounted to €40,050,089 and was calculated taking into account the company’s
financial position at completion of the transaction, using the adjusted net asset value method, while the
transaction was financed with debt.
At the acquisition date, namely 10.09.2025, the company Gournes S.M.S.A. held an investment property,
as well as limited working capital balances. Additionally, the company did not have personnel, significant
processes, or the ability to generate outputs on a standalone basis. Taking the above into account, the
Group’s Management concluded that the acquired set of activities and assets does not constitute a
business combination under IFRS 3, as substantially all of the fair value is concentrated in a single
identifiable asset, namely the investment property held by the acquired subsidiary Gournes S.M.S.A..
Accordingly, the transaction was accounted for as an asset acquisition.
As at the acquisition date, since there are no other significant assets or liabilities in the acquired company,
the small-value working capital items (cash, receivables, and payables) are recognised at their carrying
amounts, while the remaining portion of the consideration is allocated to the investment property. The
table below summarises the fair value of the net assets recognised as a result of the acquisition of the
subsidiary Gournes S.M.S.A.: Gournes S.M.S.A. Fair value of net assets 10.09.2025 Investment property 39,900,000 Other assets 151,065 Cash and cash equivalent 884 Liabilities (1,860) Total 40,050,089
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
135
On 30.12.2025, the Group through its subsidiary Arcela Investments Ltd, proceeded with the sale of its
100% stake in the subsidiary Alkanor S.M.S.A., for a consideration of €36,734,365, while the Group
recognized a gain from the sale amounting to €6,093,321, which was recognised under the line item “Gain
on disposal of subsidiaries and joint ventures”. It is noted that, from holding its interest in Alkanor S.M.S.A.,
the Group has cumulatively recorded profits of €14,991,743 over all years (including the gain on the
disposal of the interest).
The table below summarises the fair value of the net assets derecognised as a result of the disposal of the
subsidiary Alkanor S.M.S.A., as well as the result of the transaction:
Alkanor S.M.S.A. Fair value of net assets 30.12.2025 Investment property 55,984,355 Other assets 2,083,574 Cash and cash equivalent 2,053,132 Liabilities (29,480,017) Total 30,641,044 Consideration (cash) 36,734,365 Gain on disposal of subsidiary 6,093,321
It is noted that the annual financial statements of the consolidated non-listed subsidiaries of the Group
are posted on the Company's website (https://dimand.gr/en/) in accordance with decision
12A/889/31.08.2020 of the Board of Directors of the Hellenic Capital Market Commission.
11. Investments in joint ventures accounted for using the equity method
The table below presents the movement of investments in joint ventures for the Group:
Group 31.12.2025 31.12.2024 Opening balance 87,061,019 49,300,182 Additions (increases of share capital in 10,019,445 22,454,500 joint ventures) /Acquisition Return of share capital / share premium (6,245,032) - reserve Share of profit of investments accounted 5,515,024 34,471,092 for using the equity method Disposals - (19,164,755) Closing balance 96,350,456 87,061,019
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
136
The table below presents the Group’s investments in joint ventures, whose financial information is
included in the consolidated financial statements using the equity method:
Investments in joint ventures accounted for % of ownership interest using the equity method Company name Country 31.12.2025 31.12.2024 31.12.2025 31.12.2024 CANTE HOLDINGS LTD Cyprus 65% 65% 24,838,281 24,738,087 YITC EUROPEAN TRADING LTD Cyprus 20% 20% - - 3V S.A. Greece 57% 57% 12,164,834 13,792,407 IQ KARELA S.A. Greece 60% 60% 4,690,007 4,494,384 P and E S.A. Greece 55% 55% 47,027,743 40,027,461 DI Terna S.A. Greece 51% 51% 7,629,591 4,008,680 Total 96,350,456 87,061,019
The joint venture 3V S.A., in which the Group participates at 57.26% through its subsidiary Alabana Ltd,
owns a property (plot of land) of approximately 10,642 sq.m. in Neo Faliro, where a mixed-use
development is planned. During 2025, the Group, through its subsidiary Alabana Ltd, received €1,890,032
from the reduction of share capital carried out by the joint venture.
The Group participates through its subsidiary Metrinwood Ltd (51% ownership) in the joint venture P and
E Investments S.A., which holds 55% and owns 65% of the shares of the company Skyline Real Estate S.A.
(“Skyline”). During 2025, the joint venture P and E Investments S.A. carried out a share capital increase of
€8,240,000, with the Group’s participation, proportional to the ownership of Metrinwood Ltd in P and E
Investments S.A., amounting to €4,501,745, and the proportion attributable to minority shareholders
amounting to €3,738,255.
The joint venture IQ Karela S.A., in which the Group participates at 60% through its subsidiary Arcela
Investments Ltd, owns a plot of land with a total area of approximately 22,957 sq.m., located in the
Municipality of Paiania. During 2025, the Group, through its subsidiary Arcela Investments Ltd, participated
in the share capital increase of the joint venture IQ Karela S.A., amounting to €186,000.
The joint venture Cante Holdings Ltd, in which the Group participates at 65% through its subsidiary Arcela
Investments Ltd, is a corporate group comprising the parent company Cante Holdings Ltd, the subsidiaries
Stivaleous Holdings Ltd and Emid Holdings Ltd, and the joint venture Piraeus Tower S.A. On 04.12.2025,
the Group sold its 10% interest in the joint venture Rinascita S.A. for €1,609,125. During 2025, the Group,
through its subsidiary Arcela Investments Ltd, participated in the share capital increase of the joint venture
Cante Holdings Ltd, amounting to €1,506,700, and in the return of share premium reserve amounting to
€4,355,000. It should be noted that the cash balance had been returned to Arcela Investments Ltd in prior
periods; therefore, during the current year, the related liability was settled in connection with the issuance
of the court (approving) decision regarding the above reduction.
• The Group’s share of profit from participation in the joint venture Cante Holdings Ltd of €2,948,495 for the period 01.01.2025 to 31.12.2025. • The Group’s share of profit from participation in the joint venture 3V S.A. of €262,459 for the period 01.01.2025 to 31.12.2025. • The Group’s share of profit from participation in the joint venture IQ Karela S.A. of €9,623 for the period 01.01.2025 to 31.12.2025. • The Group’s share of profit from participation in the joint venture P and E Investments S.A. of €2,498,537 for the period 01.01.2025 to 31.12.2025. • The Group’s share of loss from participation in the joint venture DI Terna S.A. of €204,089 for the period 01.01.2025 to 31.12.2025.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
137
The joint venture DI Terna S.A., in which the Group participates at 51% through its subsidiary Arcela
Investments Ltd, has undertaken the development project of the property owned by the Technical
Chamber of Greece (“TEE”) in the Marousi area of Attica, under a build-and-transfer agreement. Under this
agreement, the construction of a high-quality office complex with basements and new infrastructure
featuring bioclimatic characteristics is underway. Two (2) independent buildings will be constructed on the
plot, one of which will be transferred in full ownership to TEE (as the landowner), and the other will be
transferred in full ownership to DI Terna S.A. (as the project contractor) as consideration. During the 2025
financial year, the Group, through its subsidiary Arcela Investments Ltd, participated in the share capital
increase of the DI Terna S.A. joint venture amounting to €3,825,000, proportional to the ownership of
Arcela Investments Ltd in DI Terna S.A..
The joint venture YITC European Trading Ltd, in which the Group participates through its subsidiary Arcela
Investments Ltd, is a corporate group comprising the parent company YITC European Trading Ltd and its
subsidiary Evgenia S.M.S.A.. The Group participates in YITC European Trading Ltd at 20% through Arcela
Investments Ltd. YITC European Trading Ltd, in turn, owns 100% of the shares of Evgenia S.M.S.A, which
owns a plot with a building in the Municipality of Piraeus, Attica.
The total portfolio of investment projects under management (Assets under Management – AUM), in which
the Group participates through its joint ventures, includes, as of 31.12.2025, 5 investment projects with a
total fair value of €175,230,363 (2024: €194,102,146). Additionally, the Company participates through the
joint venture P and E Investments S.A. in Skyline S.A., which, as of 31.12.2025, holds properties with fair
value of €215,156,000 (31.12.2024: €216,397,000).
The share of profit/(loss) from investments in joint ventures accounted for using the equity method by the
Group during the fiscal year 2025, includes the following:
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
138
The following tables present summary financial information for each of the Group’s joint ventures as of 31.12.2025, and 31.12.2024:
Statement of Financial Position CANTE HOLDINGS LTD YITC EUROPEAN TRADING LTD 3V S.A. 31.12.2025 31.12.2024 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Cash and cash equivalents 202,793 94,325 20,195 22,927 91,161 3,478,727 Other current assets 1,400,000 7,519,000 78,417 75,897 63,418 79,518 Total current assets 1,602,793 7,613,325 98,611 98,825 154,579 3,558,245 Non-current assets 38,268,516 32,175,972 1,136,467 1,065,900 23,532,806 22,821,517 Total assets 39,871,309 39,789,297 1,235,078 1,164,725 23,687,385 26,379,762 Financial liabilities (excl.trade paybles) - - 1,838,429 1,789,313 3,300 3,000 Other current liabilities 159,175 977,657 64,598 65,990 46,321 47,606 Total current liabilities 159,175 977,657 1,903,027 1,855,303 49,621 50,605 Financial liabilities (excl.trade paybles) 762,000 - 3,476 6,412 3,605 6,649 Other non-current liabilities - - - - 2,559,011 2,409,141 Total non-current liabilities 762,000 - 3,476 6,412 2,562,616 2,415,791 Total Liabilites 921,175 977,657 1,906,503 1,861,716 2,612,237 2,466,396 Net assets 38,950,134 38,811,641 (671,425) (696,990) 21,075,148 23,913,366 Reconciliation to carrying amounts: Opening net assets 1 January 38,811,644 35,082,192 (696,966) (678,476) 23,913,366 18,917,475 Share capital and share premium (4,382,000) 3,080,000 - - (3,300,800) - increase/(decrease) Profit / (loss) for the year 4,543,152 649,451 25,671 (18,490) 458,598 4,995,891 Other comprehensive income for the year - - - - - - Closing net assets 31 December 38,972,796 38,811,642 (671,295) (696,966) 21,071,164 23,913,366 Group’s share in % 65% 65% 20% 20% 57% 57% Group’s share in € 25,332,317 25,227,567 (134,259) (139,393) 12,066,008 13,693,542 Group share from unrealized profit /(loss) (494,035) (489,481) - - (1,231) (1,191) from transactions with the Joint Venture Difference at the initial acquisition - - - - 100,057 100,057 Reversal of share of loss on investment in - - 134,259 139,393 - - joint venture Carrying amount 24,838,282 24,738,088 - - 12,164,834 13,792,408
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
139
Statement of Financial Position IQ KARELA S.A. Group P&E S.A. DI TERNA S.A. 31.12.2025 31.12.2024 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Cash and cash equivalents 45,967 123,803 104,305,373 25,685,344 6,804,361 497,444 Other current assets 124,846 466,621 32,549,295 115,026,909 2,909,542 4,967,115 Total current assets 170,813 590,424 136,854,668 140,712,253 9,713,903 5,464,559 Non-current assets 11,005,393 10,107,850 221,498,492 216,686,665 26,180,186 7,023,342 Total assets 11,176,206 10,698,274 358,353,160 357,398,918 35,894,089 12,487,901 Financial liabilities (excl.trade paybles) 1,941,621 1,966,779 520,541 124,084 363,886 2,847 Other current liabilities 93,072 111,911 5,088,766 14,068,246 6,447,642 4,540,350 Total current liabilities 2,034,693 2,078,690 5,609,307 14,192,330 6,811,528 4,543,197 Financial liabilities (excl.trade paybles) 3,408 6,287 102,987,231 100,674,306 13,796,100 6,114 Other non-current liabilities 1,318,412 1,120,381 81,403,422 88,949,679 61,511 - Total non-current liabilities 1,321,820 1,126,668 184,390,653 189,623,985 13,857,611 6,114 Total Liabilites 3,356,513 3,205,358 189,999,960 203,816,315 20,669,139 4,549,311 Net assets 7,819,693 7,492,916 168,353,200 153,582,603 15,224,950 7,938,589 Reconciliation to carrying amounts: Opening net assets 1 January 7,494,236 7,056,032 72,114,097 (125,797) 7,938,589 3,000,035 Share capital and share premium 310,000 440,000 8,184,990 23,842,845 7,500,000 5,000,000 increase/(decrease) Profit / (loss) for the year 17,707 (1,796) 4,543,804 48,397,049 (213,639) (61,445) Closing net assets 31 December 7,821,943 7,494,236 84,842,891 72,114,097 15,224,950 7,938,589 Group’s share in % 60% 60% 55% 55% 51% 51% Group’s share in € 4,694,084 4,497,694 46,664,689 39,663,852 7,786,145 4,070,101 Group share from unrealized profit /(loss) from (4,077) (3,309) 363,054 363,609 (157,213) (62,079) transactions with the Joint Venture Difference at the initial acquisition - - - - 658 658 Carrying amount 4,690,007 4,494,385 47,027,743 40,027,462 7,629,590 4,008,680
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
140
Statement of comprehensive income CANTE HOLDINGS LTD OURANIA EPENDITIKI S.A. YITC EUROPEAN TRADING LTD 1.1.2025 to 1.1.2024 to 1.1.2024 to 1.1.2025 to 1.1.2024 to 1.1.2025 to 31.12.2025 31.12.2025 31.12.2024 22.10.2024 31.12.2025 31.12.2024 Revenue - - - 243,165 - - Fair value gains on investment property - - - 9,783,713 73,000 30,000 Gain on disposal of subsidiaries and joint 609,271 - - - - - ventures Share of profit of investments accounted for 3,995,003 861,717 - - - - using the equity method Other expenses (49,411) (201,145) - (561,271) (22,001) (24,347) Other income - - - - - - Property taxes - levies - - - (90,160) (13,075) (12,807) Depreciation - - - (2,173) (2,645) (2,385) Finance income - - - - - - Finance expenses (11,711) (11,121) - (96,902) (9,547) (9,347) Income tax - - - (2,294,247) (60) 396 Profit/(Loss) for the year 4,543,152 649,451 - 6,982,124 25,672 (18,490) Other comprehensive income for the year, after - - - - - - tax Total comprehensive income for the year 4,543,152 649,451 - 6,982,124 25,672 (18,490) Attributable to: Shareholders of the parent company 4,543,152 649,451 - 6,982,124 25,672 (18,490) Non-controlling interests - - - - - - Group’s share in % 65% 65% 65% 65% 20% 20% Consolidation adjustments (reversal of share of loss on investment in joint venture and (4,554) (61,337) - 168,868 (5,134) 3,698 other consolidation adjustments) Share of net profit / (loss) of investments 2,948,495 360,806 - 4,707,249 - - accounted for using the equity method
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
141
Statement of comprehensive income 3V S.A. IQ KARELA S.A. Group P&E S.A. DI TERNA S.A. 1.1.2025 to 1.1.2024 to 1.1.2025 to 1.1.2024 to 1.1.2025 to 1.1.2024 to 1.1.2025 to 1.1.2024 to 31.12.2025 31.12.2024 31.12.2025 31.12.2024 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Revenue - - - - 27,964,925 282,045 - - Fair value gains on investment property 681,202 5,557,817 900,000 453,812 4,205,430 262,246 - - Gain on disposal of investment property - - - - 2,709,600 - - - Direct costs related to investment property - - - - (3,003,759) - - - Cost of sale of properties - - - - (15,452,355) - - - Other expenses (45,236) (15,041) (540,343) (182,676) (3,876,732) (3,602,055) (74,141) (55,598) Other income - - - - 435,384 23,700 - - Property taxes - levies (43,824) (80,599) (22,370) (22,370) (1,768,444) - - - Gain from purchase at bargain price - - - - 2,582,047 52,080,835 - - Personnel expenses - - - - (466,495) (247,444) - - Depreciation (2,993) (2,905) (2,723) (2,640) (55,394) (62,801) (3,038) (2,952) Finance income 24,548 7,460 - - - 7,120 - - Finance expenses (1,427) (769) (118,826) (148,389) (6,058,877) (299,681) (74,881) (2,963) Income tax (153,671) (470,071) (198,030) (99,534) (1,325,528) (56,868) (61,579) 68 Profit/(Loss) for the year 458,598 4,995,891 17,707 (1,796) 5,889,799 48,387,098 (213,639) (61,445) Other comprehensive income for the year, after tax - - - - 763,051 164,837 - - Total comprehensive income for the year 458,599 4,995,891 17,708 (1,796) 6,652,853 48,551,935 (213,639) (61,445) Attributable to: Shareholders of the parent company 458,599 4,995,891 17,708 (1,796) 4,543,804 48,397,049 (213,639) (61,445) Non-controlling interests - - - - 2,109,047 154,886 - - Group’s share in % 57% 57% 60% 60% 55% 55% 51% 51% Consolidation adjustments (reversal of share of loss on investment in joint venture and other (149) (68) (1,002) (1,304) (555) (4,415) (95,134) (37,941) consolidation adjustments) Share of net profit / (loss) of investments accounted 262,459 2,860,736 9,622 (2,382) 2,498,537 26,613,962 (204,089) (69,278) for using the equity method
The above financial information for P and E Investments S.A., Cante Holdings LTD and Yitc European Trading LTD relates to their consolidated
financial statements.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
142
12. Deferred income tax
The Group and the Company recognised the following amounts for deferred income tax as of the reporting
dates.
Group Company 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Deferred tax (net) (11,361,168) (7,664,589) 336,272 431,394
The total change in deferred income tax is as follows:
Group Company Note 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Opening Balance (7,664,589) (6,416,516) 431,394 434,959 (Debit)/Credit to Profit or Loss 29 (6,225,183) (3,058,914) (106,897) (279) (Debit)/Credit to Other 11,457 (3,315) 11,775 (3,286) Comprehensive Income Disposal of companies 2,517,147 1,814,154 - - Closing Balance (11,361,168) (7,664,589) 336,272 431,394
The changes in deferred tax assets and liabilities during the year, excluding the netting of balances within the
same tax authority, are as follows:
Deferred tax asset
Accrued pension and Group Borrowings Tax losses Total retirement obligations January 1, 2024 - 60,846 374,288 435,133 (Debit)/Credit to Profit or Loss (1,048) 832 - (215) (Debit)/Credit to Equity - (3,315) - (3,315) December 31, 2024 (1,048) 58,363 374,288 431,603 January 1, 2025 (1,048) 58,363 374,288 431,603 (Debit)/Credit to Profit or Loss (115,161) 8,264 - (106,897) (Debit)/Credit to Equity - 11,457 - 11,457 December 31, 2025 (116,209) 78,084 374,288 336,163
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
143
Accrued pension and Company Borrowings Tax losses Total retirement obligations January 1, 2024 - 60,672 374,288 434,960 (Debit)/Credit to Profit or Loss (1,048) 769 - (279) (Debit)/Credit to Equity - (3,286) - (3,286) December 31, 2024 (1,048) 58,155 374,288 431,394 January 1, 2025 (1,048) 58,155 374,288 431,394 (Debit)/Credit to Profit or Loss (115,161) 8,264 - (106,897) (Debit)/Credit to Equity - 11,775 - 11,775 December 31, 2025 (116,209) 78,194 374,288 336,272
Group Company Deffered tax asset 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Recoverable after 12 336,163 431,603 336,272 431,394 months Recoverable within 12 - - - - months 336,163 431,603 336,272 431,394
The income tax rate for 2025 and the previous fiscal year is 22%.
The Group recognized a deferred tax asset on the carried-forward tax losses of the subsidiary Hub 204
S.M.S.A. amounting to €1,067,608 of the subsidiary Random S.M.S.A. amounting to €1,314,527, and of the
Company amounting to €1,701,305, as it is considered sufficiently probable that future taxable profits will be
adequate to utilize the deferred tax asset. The Company’s tax losses for which a deferred tax asset was
recognized can be utilized in the amount of €944,779 by 2026 and €756,526 by 2027. The tax losses of the
subsidiary Random S.M.S.A. for which a deferred tax asset was recognized can be utilized as follows: €29,324
by 2025, €62,202 by 2026, €327,495 by 2027, €439,853 by 2028, and €455,653 by 2029. Similarly, the tax losses
of the subsidiary Hub 204 S.M.S.A. for which a deferred tax asset was recognized can be utilized as follows:
€105,778 by 2026, €150,228 by 2027, €51,461 by 2028, €341,229 by 2029, and €418,912 by 2030. The Group
did not recognize a deferred tax asset on carried-forward tax losses of the Company and the other Group
companies totalling €5,649,680 and €7,504,227, respectively, as it assessed that the recognition criteria of IAS
12 were not met.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
144
Deferred tax liabilities
Trade and Investment Government Tax Accrued Group other Borrowings Total Property grant losses income receivables January 1, 2024 (6,119,956) - - (40,684) (21,746) (669,261) (6,851,647) (Debit)/Credit to Profit or Loss (2,025,562) 347,403 71,387 - (806,221) (645,707) (3,058,699) Disposal of companies 1.521.365 - - - 292.789 - 1.814.154 December 31, 2024 (6,624,153) 347,403 71,387 (40,684) (535,178) (1,314,968) (8,096,192) January 1, 2025 (6,624,153) 347,403 71,387 (40,684) (535,178) (1,314,968) (8,096,192) (Debit)/Credit to Profit or Loss (6,480,345) 6,856 918,242 (479,831) (19,004) (64,204) (6,118,285) Disposal of companies 2,782,116 - (538,633) 215,124 58,541 - 2,517,148 December 31, 2025 (10,322,382) 354,259 450,996 (305,391) (495,641) (1,379,172) (11,697,329)
Group Company Deffered tax liabilities 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Payable after 12 months (11,697,329) (8,096,192) - - Payable within 12 months - - - - (11,697,329) (8,096,192) - -
The Company has not recognized a deferred tax liability on a taxable temporary difference, of €81,514,729,
relating to its investment in the subsidiary Arcela Investments Ltd, as Management has assessed that no
related income tax will arise in the future. Additionally, the Company has not recognized a deferred tax liability
on a taxable temporary difference, of €17,446,357, relating to investments in subsidiaries measured at fair
value through profit or loss, as Management has assessed that no related income tax will arise in the future.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
145
13. Trade and other receivables
Trade and other receivables of the Group and the Company are analysed as follows:
Group Company Note 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Trade receivables excluding related parties 5,549,973 1,992,076 5,495,768 1,886,324 Minus: Provisions for expected credit loss (50,483) (60,499) (50,483) (60,499) Trade receivables from related parties 32 1,910,229 4,074,545 3,280,395 5,887,935 Minus: Provisions for expected credit loss 32 (35,782) (44,507) (60,873) (56,591) Trade receivables (net) 7,373,937 5,961,616 8,664,807 7,657,169 Accrued income - excluding related parties – 4,145,040 1,175,349 914,904 1,134,401 Contractual assets Minus: Provisions for expected credit loss - - - - Accrued income - related parties – Contractual 32 148,527 325,536 1,161,963 617,443 assets Minus: Provisions for expected credit loss 32 - - (8) (2) Accrued income (net) 4,293,567 1,500,884 2,076,859 1,751,841 Net investment in the lease - related parties 32 156,111 97,401 250,106 212,956 Other receivables from related parties 32 120,853 842,990 66,520 75,775 Loans granted to related parties 32 987,781 4,706,381 42,206,867 1,733,996 Minus: Provisions for expected credit loss 32 (309) - (1,623) (951) Other receivables and loans granted to 1,264,436 5,646,772 42,521,870 2,021,777 related partied (net) Guarantees 1,473,658 1,519,108 1,288,527 1,273,040 Restricted cash 3,326,710 2,023,850 - - Net investment in the lease - excluding related 4,305,947 2,919,170 19,044 9,333 parties Receivables from Greek State (taxes etc.) 422,704 11,837 248,301 11,738 Other Receivables from Greek State (VAT, 1,405,654 1,819,150 4,779 3,956 Property tax etc.) Prepaid expenses 207,450 259,888 142,552 117,236 Prepayments to suppliers 16,134,744 1,992,827 253,018 147,634 Other receivables 2,168,436 7,745,278 101,694 90,416 Dividends receivable - - 35,000,000 - Other non-current assets 588,545 - - - Minus: Provisions for expected credit loss (83,108) (58,430) (799) (3,161) Total 42,882,680 31,341,950 90,320,652 13,080,979 Non-current assets 16,469,969 6,843,018 39,937,065 1,426,104 Current assets 26,412,711 24,498,934 50,383,587 11,654,875
For loans granted to related parties, refer to note 32.
The Group’s “Trade receivables – excluding related parties” as of 31.12.2025, amounting to €5,549,973, mainly
includes €4,096,389 from the Company, which relates to a receivable of the Company under the construction
contract executed by the Group through the Company.
The Company’s “Dividends receivable” as at 31.12.2025 includes an amount of €35,000,000, relating to a
dividend receivable from the subsidiary Arcela Investments. The dividend distribution was approved by the
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
146
competent body of the distributing company during the 2025. It should be noted that the subsidiary Arcela
Investments Ltd paid the above dividend to the Company on 12.01.2026.
The Group’s “Prepayments to suppliers” as at 31.12.2025, amounting to €16,134,744, includes €7,226,350
relating to advances paid by the subsidiary Arcela Investment Ltd under the agreement for the acquisition of
the Cambas estate in Paiania. The final contract was signed in February 2026. Additionally, this balance
includes advances to suppliers of €8,333,314, which have been granted mainly to subcontractors within the
framework of the building construction contracts executed by the Group.
“Net investment in the lease - excluding related parties” as at 31.12.2025, amounting to €4,305,947, mainly relate
to €4,286,903 from the sublease of a property of the subsidiary Lavax S.M.S.A.. The subsidiary Lavax S.M.S.A.
leases a four-story building of approximately 3,153 sq.m. in central Athens at 4 Apellou Street and on
30.12.2025 proceeded with the sublease of the aforementioned property.
“Restricted Cash” as at 31.12.2025, amounting to €3,326,710, mainly include €3,114,710 from the subsidiary
Hub 204 S.M.S.A., which has been allocated to the cooperating bank to secure the letter of guarantee issued
under the agreement signed with the Judicial Buildings Financing Fund of the Ministry of Justice (hereinafter
“TAHDIK”) for the construction of the Piraeus courthouse.
The Group’s “Guarantees” as at 31.12.2025 in the above table include guarantees related to leases and other
guarantees amounting to €273,658, as well as a guarantee provided by the Company under the bond loan
with “Ethniki Insurance” amounting to €1,200,000, refer to note 18 for further details.
“Accrued income - excluding related parties – Contractual assets” as at 31.12.2025, amounting to €4,145,040,
mainly includes accrued income from construction projects executed by the Group for third parties. Invoicing
for the above works will be completed during 2026. It should be noted that a contractual liability arising from
a customer contract of €1,818,750 (2024: €0) has been offset within the above amount.
“Other receivables” as at 31.12.2025, amounting to €2,168,436, mainly consist of a receivable of €2,050,000
from the sale of the subsidiary Alkanor S.M.S.A., which is expected to be collected by 31.12.2026.
The following tables illustrate the credit risk profile of customer and other receivables based on the relevant
table of provisions of the Group and the Company.
Group 31.12.2025 0 - 30 30 - 60 60 - 90 Trade and other receivables Non past due 90+ days Total days days days Percentage of expected credit loss 0.60% 0.58% 0.79% 0.92% 3.20% 0.81% Balance of trade receivables prior to impairment 4,604,827 399,289 397,398 483,057 1,575,631 7,460,202 Balance of accrued income receivable prior to 4,293,567 - - - - 4,293,567 impairment Balance of receivables from leases prior to 4,462,058 - - - - 4,462,058 impairment Balance of loans granted to related parties prior 987,781 - - - - 987,781 to impairment Balance of other receivables and guarantees 3,772,602 - - - - 3,772,602 prior to impairment Impairment provision 109,425 2,297 3,132 4,455 50,374 169,683 20,806,527
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
147
Company 31.12.2025 Trade and other receivables - excluding 0 - 30 30 - 60 60 - 90 Non past due 90+ days Total related parties days days days Percentage of expected credit loss 0.39% 0.75% 1.02% 1.23% 15.85% 0.66% Balance of trade receivables prior to impairment 4,422,635 308,097 307,343 362,510 95,184 5,495,769 Balance of accrued income receivable prior to 914,904 - - - - 914,904 impairment Balance of receivables from leases prior to 19,044 - - - - 19,044 impairment Balance of other receivables and guarantees 1,390,221 - - - - 1,390,221 prior to impairment Impairment provision 26,321 2,296 3,131 4,453 15,083 51,284 7,768,654 31.12.2025 0 - 30 30 - 60 60 - 90 Trade and other receivables - related parties Non past due 90+ days Total days days days Percentage of expected credit loss 0.00% 0.00% 0.00% 0.00% 2.43% 0.13% Balance of trade receivables prior to impairment 290,218 101,822 135,380 256,376 2,496,598 3,280,394 Balance of accrued income receivable prior to 1,161,963 - - - - 1,161,963 impairment Balance of receivables from leases prior to 250,106 - - - - 250,106 impairment Balance of loans granted to related parties prior 42,206,867 - - - - 42,206,867 to impairment Balance of other receivables and guarantees 12,681 - - - 3,839 16,520 prior to impairment Impairment provision 1,633 1 1 2 60,866 62,503 46,853,347
Group 31.12.2024 0 - 30 30 - 60 60 - 90 Trade and other receivables Non past due 90+ days Total days days days Percentage of expected credit loss 0.39% 1.72% 0.94% 0.62% 1.92% 0.64% Balance of trade receivables prior to impairment 1,493,737 571,058 303,452 46,082 3,652,292 6,066,622 Balance of accrued income receivable prior to 1,500,884 - - - - 1,500,884 impairment Balance of receivables from leases prior to 3,016,571 - - - - 3,016,571 impairment Balance of loans granted to related parties prior 4,706,381 - - - - 4,706,381 to impairment Balance of other receivables and guarantees 10,114,118 - - - - 10,114,118 prior to impairment Impairment provision 80,484 9,817 2,867 285 69,983 163,436 25,241,141
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
148
Company 31.12.2024 Trade and other receivables - excluding 0 - 30 30 - 60 60 - 90 Non past due 90+ days Total related parties days days days Percentage of expected credit loss 0.68% 2.06% 2.33% 6.29% 23.76% 1.45% Balance of trade receivables prior to impairment 1,174,317 477,246 122,995 4,514 107,251 1,886,323 Balance of accrued income receivable prior to 1,134,401 - - - - 1,134,401 impairment Balance of receivables from leases prior to 9,333 - - - - 9,333 impairment Balance of other receivables and guarantees 1,363,456 - - - - 1,363,456 prior to impairment Impairment provision 25,215 9,815 2,866 284 25,480 63,660 4,329,853 31.12.2024 0 - 30 30 - 60 60 - 90 Trade and other receivables - related parties Non past due 90+ days Total days days days Percentage of expected credit loss 0.03% 0.00% 0.00% 0.00% 1.26% 0.68% Balance of trade receivables prior to impairment 340,538 434,805 296,711 308,663 4,507,218 5,887,935 Balance of accrued income receivable prior to 617,443 - - - - 617,443 impairment Balance of receivables from leases prior to 212,956 - - - - 212,956 impairment Balance of loans granted to related parties prior 1,733,996 - - - - 1,733,996 to impairment Balance of other receivables and guarantees 25,775 - - - - 25,775 prior to impairment Impairment provision 954 2 1 1 56,586 57,544 8,420,562
The change in the impairment provision is analysed as follows: Group Company Accrued Accrued Trade Other Trade Other income income receivables receivables receivables receivables receivables receivables January 1, 2024 120,635 20,634 163,459 125,882 20,634 2,665 Impairment provision 361 -55,269 8,150 - 498Reversal of unused provisions (15,990) (20,634) (160,297) (15,990) (20,634) -December 31, 2024 105,006 - 58,431 118,041 - 3,163 Impairment provision - - 24,679 - - -Reversal of unused provisions (18,432) - - (5,062) - (2,354)December 31, 2025 86,574 - 83,110 112,979 - 809
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
149
Accrued revenue for the year by source of revenue is analyzed as follows:
Group Company 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Revenues from construction services 3,325,598 1,054,401 306,368 1,054,401 Revenues from project management services 110,546 320,628 513,654 452,534 Revenues from maintenance services 5,297 80,000 5,297 80,000 Other 852,126 45,856 1,251,548 164,909 Impairment provision - - (8) (2) Balance of accrued income receivable 4,293,567 1,500,884 2,076,859 1,751,841 after impairment
14. Cash and cash equivalents
The cash and cash equivalents of the Group and the Company are analysed as follows:
Group Company 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Cash in hand 4,427 4,396 1,775 938 Cash at bank 50,048,594 27,260,903 2,764,373 15,027,504 Time deposits - 11,000,000 - 6,000,000 Total 50,053,021 38,265,299 2,766,148 21,028,443
Bank deposits include deposits in foreign currency (GBP) of immaterial value, which have been measured
based on the exchange rate as at 31.12.2025.
15. Share capital
The share capital is analysed as follows:
Treasury Number Ordinary Share stocks Total of shares shares premium reserve January 1, 2024 18,680,300 934,015 92,158,255 (1,984,661) 91,107,609 Equity-settled share-based payment - - - 1,322,606 1,322,606 December 31, 2024 18,680,300 934,015 92,158,255 (662,055) 92,430,214 January 1, 2025 18,680,300 934,015 92,158,255 (662,055) 92,430,215 Purchase of treasury stocks - - - (299,003) (299,003) Expenses for purchase of treasury stocks - - - (985) (985) December 31, 2025 18,680,300 934,015 92,158,255 (962,043) 92,130,227
The total number of issued ordinary shares is eighteen million six hundred and eighty thousand three
hundred (18,680,300) shares with a nominal value of €0.05 per share, which have been traded on the
regulated market of the Athens Stock Exchange since 06.07.2022.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
150
The Annual General Meeting of the Company's shareholders dated 07.09.2022 resolved on the distribution of
free shares of the Company in recognition of the contribution of the members of the Board of Directors and
the Company's personnel, as well as the persons who provide the Company with services on a stable basis in
its development that led to a successful Public Offering and the listing of its shares for trading on the Main
Market of the Athens Stock Exchange. The purchase of the treasury shares commenced and was completed
in the first half of 2023. The Company acquired a total of 150,000 treasury shares, representing 0.8030% of
the Company’s total equity, at an average acquisition price of €13.1875 per share (according to the approved
terms by the aforementioned Annual General Meeting of the shareholders). The expenses for the purchase
of the treasury shares amounted to €6,529 and are included in the Treasury Stock Reserve of the above table.
The allocation of 100,292 shares took place on 11.06.2024, following the resolutions of the Annual General
Meetings of Shareholders dated 07.09.2022, and 22.06.2023, and the resolution of the Board of Directors
dated 02.04.2024. This allocation was aimed at rewarding executives and associates of the Company for their
contributions to achieving its medium-term and long-term goals, while also strengthening their dedication
and trust in the Company, thereby addressing its operational needs. The cost of the aforementioned free
allocation of the Company's own shares amounted to €828,412, determined using the market value of the
shares granted (i.e., the closing price of the Company’s shares on the Athens Stock Exchange at the date of
allocation). The beneficiaries received the shares without any monetary compensation and with an obligation
to retain them for six (6) months, until 11.12.2024. Following this allocation, the Company holds a total of
49,708 own shares, representing 0.266% of the total number of shares.
It is noted that by the resolution of the Annual General Meeting dated 13.06.2024, the extension of the
duration of the Share Buyback Program was approved in accordance with Article 49 of Law 4548/2018, as
amended, and specifically the duration of the Program was extended by twelve (12) additional months,
thereby making the total duration twenty-four (24) months from the date of its inception, i.e., from the
resolution of the Annual General Meeting of shareholders on 22.06.2023, resulting in a new expiration date
of 22.06.2025.
The Ordinary General Meeting held on 17.06.2025 approved the establishment of a new Share Buyback
Program for any purpose and use permitted under applicable law (including, but not limited to, the purpose
of reducing the Company’s share capital and cancelling the treasury shares acquired by the Company, and/or
their allocation to employees and/or members of the Company’s management and/or of a related company,
always in accordance with the Company’s then-applicable Remuneration Policy), up to 1.07221% of the
Company’s paid-up share capital, i.e., a total of up to 200,292 shares (in addition to the treasury shares already
held by the Company under the existing program, i.e., up to 250,000 shares in total at any given time,
representing 1.33831% of the Company’s share capital), at a price range between €5.00 (minimum price) and
€20 (maximum price) per share, for a period of twelve (12) months from the expiry date of the existing
program, i.e., for twelve (12) months from 22.06.2025, valid until 22.06.2026. In the context of the above-
mentioned program, the Company acquired 29,376 shares during the fiscal year 2025.
From the above share buyback programs, as at 31.12.2025 the Company held 79,084 treasury shares, with a
purchase cost of €962,043, including acquisition costs.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
151
16. Other reserves
Other reserves for the Group and the Company are analysed as follows:
Group Statutory Special Tax free Other reserve Revaluation reserve Total reserve reserve reserve January 1, 2024 317,065 1,500,000 49,278 934,052 - 2,800,395 December 31, 2024 317,065 1,500,000 49,278 934,052 - 2,800,395 January 1, 2025 317,065 1,500,000 49,278 934,052 - 2,800,395 December 31, 2025 317,065 1,500,000 49,278 934,052 - 2,800,395
All the above reserves relate to the Company.
Company Statutory Other Special Tax free Revaluation reserve Total reserve reserve reserve reserve January 1, 2024 317,065 1,500,000 49,278 934,052 55,630,590 58,430,985 Fair value gains on financial assets at fair value through other - - - - 22,963,187 22,963,187 comprehensive income - after tax December 31, 2024 317,065 1,500,000 49,278 934,052 78,593,777 81,394,172 January 1, 2025 317,065 1,500,000 49,278 934,052 78,593,777 81,394,172 Fair value gains on financial assets at fair value through other - - - - 2,920,951 2,920,951 comprehensive income - after tax December 31, 2025 317,065 1,500,000 49,278 934,052 81,514,728 84,315,123
In accordance with the legislation on societe anonnymes, 5% of the profit for the fiscal year must be used to
form an ordinary reserve until it reaches 1/3 of the paid-up share capital. The distribution of the ordinary
reserve is prohibited during the life of the company.
The “Other Reserves” refer to taxed reserves formed by resolution of the Ordinary General Meeting dated
30.06.2013.
“Special Reserve” refers to taxed reserves resulting from a subsidy received by the Company from the Greek
State and formed by decision of the Extraordinary General Meeting dated 30.12.2008.
The “Tax Free Reserve” refers to reserves from dividend income paid by REICs which dividends taxed in a
special way and are not subject to further taxation in case of their distribution or capitalization.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
152
Finally, the “Revaluation Reserve” relates to a reserve formed by the measurement of the investment in the
subsidiary Arcela Investments Ltd, for which the Company has irrevocably elected under IFRS 9 to measure it
at fair value through other comprehensive income, refer to relevant note 4.5.
17. Non-controlling interest
Non-controlling interest for the Group as of 31.12.2025 amounted to €23,646,396 (31.12.2024: €20,262,126)
and relate exclusively to the subsidiary Metrinwood Ltd. On 17.12.2024, the Company sold a minority
shareholding representing 49% of the subsidiary’s share capital, without resulting in a loss of control. During
2025, share capital increases took place in which the minority participated with an amount of €2,209,900. The
results of the year attributable to non-controlling interests amount to €1,174,370 (31.12.2024: €14,509,526)
and arise from the joint venture P and E Investments S.A., in which the subsidiary Metrinwood Ltd held 55%
of the shares as at 31.12.2025, refer to note 11 for further details.
18. Borrowings
The total borrowings of the Group and the Company are analysed as follows:
Group Company 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Long-term borrowings Bond loans 65,919,512 50,342,753 44,810,859 10,000,000 Lease liabilities 4,165,373 2,686,836 705,995 562,288 Total long-term borrowings 70,084,885 53,029,589 45,516,854 10,562,288
Group Company 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Short-term borrowings Overdrafts 15,907,509 18,612,607 6,076,392 12,136,472 Short term of long-term loans 1,210,935 1,801,983 - 206,027 Bond loans 10,860,916 - 10,860,916 - Lease liabilities 905,675 400,72 520,87 318,855 Total short-term borrowings 28,885,035 20,815,311 17,458,178 12,661,354 Total borrowings 98,969,920 73,844,900 62,975,032 23,223,642
During the fiscal year 2025, the Company executed repayments of €6,000,000 from existing credit agreements
through open current accounts with Greek banks. As of 31.12.2025, the outstanding balance of bank open
current accounts amounts to €6,000,000, compared to €12,000,000 as of 31.12.2024.
On 28.08.2025, the Company entered into a Common Bond Loan agreement with Optima Bank as
bondholder, for an amount of up to €50,000,000. The purpose of the loan is to finance specific transactions
through the funding of the Group’s own participation and the financing of the Company’s working capital
needs. As at 31.12.2025, bonds with a total nominal value of €5,400,000 had been issued.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
153
On 05.09.2025, the Company entered into a Common Bond Loan agreement with Eurobank as bondholder,
for an amount of up to €50,000,000, aimed at covering general corporate needs. As at 31.12.2025, bonds with
a total nominal value of €39,900,000 had been issued.
On 30.12.2025, the Group, through its subsidiary Arcela Investments Ltd, proceeded with the sale of its 100%
share in the subsidiary Alkanor S.M.S.A. (Minion), refer to note 10 for further details. As at the date of the
share sale, i.e., 30.12.2025, the outstanding balance of the subsidiary’s bond loan amounted to €25,698,400
(31.12.2024: €24,494,000).
During 2025, the Group, through its subsidiary Random S.M.S.A., issued bonds amounting to €5,000,000 from
an existing Common Bond Loan while simultaneously repaying principal of €665,064. On 11.04.2025, the
subsidiary signed an amendment to the existing secured common bond loan regarding the construction
completion date, the date for the calculation of financial covenants, the availability period, as well as the loan
repayment schedule. As at 31.12.2025, the outstanding balance of the bond loan amounted to €11,534,936.
On 09.07.2025, the subsidiary Hub 204 S.M.S.A. entered into an open current account agreement with Alpha
Bank S.A. for an amount of €2,000,000, with a floating interest rate of Euribor 3M + 3%, aimed at covering
working capital needs. The outstanding balance as at 31.12.2025 amounted to €2,000,000.
As at 31.12.2025, the Common Bond Loan with bondholder “THE ETHNIKI HELLENIC GENERAL INSURANCE
COMPANY S.A.” (ETHNIKI INSURANCE) and the Company as the issuer, for an amount of up to €10,000,000,
has been classified under short-term borrowings as it is payable within the 2026. A cash guarantee of
€1,200,000 has been given to secure the above-mentioned bond loan, refer to note 13.
The contractual revaluation dates are limited to a period of up to 6 months.
The Group has entered into loan agreements that include financial covenants, specifically the ratios of Net
Debt/Total Assets, Total Debt to Market Capitalization, Net LTV (Net Debt/Investments in properties), LTV (loan
obligations to the commercial value of the property upon project completion), and LTC (loan obligations to
the completed portion of the construction project), with which the Group is required to comply on a semi-
annual basis. As at 31.12.2025, loan obligations amounting to €38,695,811 are subject to these covenants.
Management continuously monitors compliance with the terms of the loan agreements and estimates that
the Group was in compliance as at the reporting date and does not anticipate any difficulty in complying over
the next twelve months.
It should be noted that the shares of the subsidiaries Hub 204 S.M.S.A., Random S.M.S.A., Piraeus
Regeneration 138 S.M.S.A., Filma S.M.S.A., and IQ Athens S.M.S.A. have been fully pledged under their active
loan agreements as at 31.12.2025.
The Company’s lease obligations relate to leases of office space, other equipment and car leases. The Group’s
lease obligations also relate to the lease of office premises of Arcela Investments Ltd, lease of a warehouse
by subsidiary Hub 204 S.M.S.A., lease of a 4-storey building by the subsidiary Lavax S.M.S.A. in the Municipality
of Athens, lease of a property from the subsidiary Bozonio S.M.S.A. in Thessaloniki and lease of premises near
the investment property of the subsidiary Dorou Residencies S.M.S.A.
During the fiscal years 2025 and 2024 there were no leases of the underlying asset of low value. There are no
commitments under lease agreements that have not entered into force by the end of the reporting period.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
154
The maturity of the Group's and the Company's debt as of 31.12.2025 and 31.12.2024 is presented in note
5.1.c. and the weighted average margin of the Group’s borrowings was 3.3% as of 31.12.2025 (31.12.2024:
3.6%).
For the finance expense recognised during the fiscal year 2025 and the previous fiscal year 2024, refer to note
28.
The total cash outflow for leases for the fiscal year 2025 amounted to €544,135 (2024: €357,295) for the
Company and to €1,297,772 (2024: €563,606) for the Group. For the expense recognized during the fiscal
years 2025 and 2024, refer to notes 9 and 28.
The fair value of the Group’s and the Company’s borrowings is considered to approximate their carrying value.
The outstanding principal amount of the Group’s borrowings for the year ended 31.12.2025, and 31.12.2024,
is €95,534,936 and €73,078,000, respectively. The table below presents the Group’s borrowings as of
31.12.2025, and 31.12.2024.
31.12.2025 31.12.2024 Borrowing (Long-term and short-term borrowing) 98,969,920 73,844,900 Plus: Unamortized balance of capitalized loan costs (effective interest rate method) 1,233,657 1,253,815 Plus: Transfer to Government grants 1,610,269 1,579,107 Minus: Leases (5,071,046) (3,087,556) Minus: Accrued loan interests (1,207,864) (512,264) Outstanding balance of borrowings 95,534,936 73,078,000
The change in liabilities from financing activities for the fiscal years 2025 and 2024 is as follows:
Long-term Short-term Group Lease liabilities Total borrowings borrowings January 1, 2025 50,342,753 20,414,590 3,087,556 73,844,900 Proceeds for issued/disbursed 50,300,000 3,316,000 - 53,616,000 loans Loan repayments (665,064) (6,000,000) - (6,665,064) Disposal of companies/Transfers (23,811,791) (426,196) - (24,237,987) Payments of lease liabilities - - (1,297,772) (1,297,772) Changes in liabilities from 25,823,145 (3,110,196) (1,297,772) 21,415,177 financing activities Other Changes Lease agreements - - 3,790,115 3,790,115 Reductions of leases - - (766,260) (766,260) Loan issuance costs (457,806) - - (457,806) Interest expense 190,789 3,396,126 - 3,586,916 Interests paid - (2,700,529) - (2,700,529) Lease interests - - 257,407 257,406 Reclassification (9,979,369) 9,979,369 - - Total of other changes (10,246,386) 10,674,966 3,281,262 3,709,842 December 31, 2025 65,919,512 27,979,360 5,071,046 98,969,920
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
155
Long-term Short-termCompany Lease liabilities Total borrowings borrowings January 1, 2025 10,000,000 12,342,499 881,143 23,223,642 Proceeds for issued / disbursed 45,300,000 - - 45,300,000 loans Loan repayments - (6,000,000) - (6,000,000) Payments of lease liabilities - - (544,135) (544,135) Changes in liabilities from 45,300,000 (6,000,000) (544,135) 38,755,865 financing activities Other Changes Lease aggrements - - 991,112 991,112 Reductions of leases - - (179,905) (179,905) Loan issuance costs (435,141) - - (435,141) Interest expense - 2,163,729 - 2,163,729 Interests paid - (1,622,921) - (1,622,921) Lease interests - - 78,651 78,651 Reclassification (10,054,000) 10,054,000 - - Total of other changes (10,489,141) 10,594,808 889,858 995,525 December 31, 2025 44,810,859 16,937,307 1,226,866 62,975,032
Long-term Short-term Lease Group Total borrowings borrowings liabilities January 1, 2024 35,145,229 43,022,586 3,304,639 81,472,455 Proceeds for issued / disbursed 45,414,000 15,334,000 - 60,748,000 loans Loan repayments (720,000) (36,880,000) - (37,600,000) Disposal of companies/Transfers (24,939,202) (2,559,316) - (27,498,518) Payments of lease liabilities - - (545,470) (545,470) Changes in liabilities from 19,754,798 (24,105,316) (545,470) (4,895,987) financing activities Other Changes Lease aggrements - - 116,174 116,174 Loan issuance costs (1,289,446) - - (1,289,446) Interest expense 35,632 3,443,428 - 3,479,060 Interests paid - (3,670,464) - (3,670,464) Lease interests - - 212,214 212,214 Reclassification to government (1,579,107) - - (1,579,107) grants Reclassification (1,724,354) 1,724,354 - - Total of other changes (4,557,275) 1,497,319 328,387 (2,731,569) December 31, 2024 50,342,753 20,414,590 3,087,556 73,844,900
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
156
Long-term Short-term Company Lease liabilities Total borrowings borrowings January 1, 2024 10,206,027 8,107,645 1,087,358 19,401,030 Proceeds for issued / - 8,250,000 - 8,250,000 disbursed loans Loan repayments - (4,250,000) - (4,250,000) Payments of lease liabilities - - (385,921) (385,921) Changes in liabilities from - 4,000,000 (385,921) 3,614,079 financing activities Other Changes Lease aggrements - - 117,291 117,291 Interest expense - 1,473,212 - 1,473,212 Interests paid - (1,444,386) - (1,444,386) Lease interests - - 62,416 62,416 Reclassification (206,027) 206,027 - - Total of other changes (206,027) 234,854 179,707 208,533 December 31, 2024 10,000,000 12,342,499 881,143 23,223,642
19. Employee benefit obligations
The post-employment benefit obligations in the Group’s Statement of Financial Position relate to the
Company and the subsidiary Bridged T Ltd.
Group Company Liabilities in the Statement of Financial Position 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Defined benefit plan 385,564 295,293 385,301 294,214 Total 385,564 295,293 385,301 294,214
The amounts recognised in profit or loss are as follows:
Group Company Debit / (Credit) in statement profit and loss: 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Defined benefit plan 58,595 55,483 57,963 55,063 Total 58,595 55,483 57,963 55,063
Group Company Debit / (Credit) in other comprehensive income: 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Defined benefit plan 52,076 (15,071) 53,523 (14,937) Total 52,076 (15,071) 53,523 (14,937)
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
157
The amounts recognised in other comprehensive income are as follows:
Group Company From 01.01 to From 01.01 to 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Current service cost 29,986 25,549 29,384 25,153 Interest expenses 8,209 8,242 8,179 8,218 Gain and loss reductions/ settlements/ termination of Service 20,400 21,692 20,400 21,692 58,595 55,483 57,963 55,063
The change in the defined benefit obligation during the year is as follows:
Group Company 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Opening balance 295,293 276,572 294,214 275,780 Current service cost 29,987 25,549 29,385 25,153 Interest expenses 8,208 8,242 8,179 8,218 Actuarial (gains)/losses for the year 52,076 (15,071) 53,523 (14,937) Benefits paid (20,400) (21,692) (20,400) (21,692) Gain and loss reductions/ settlements/ termination of Service 20,400 21,692 20,400 21,692 Closing balance 385,564 295,293 385,301 294,214
The main assumptions used are detailed below:
Group Company 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Discount rate 2.80% 2.78% 2.80% 2.78% Expected rate of salary increase 2.10% 2.10% 2.10% 2.10% Inflation 2.00% 2.10% 2.00% 2.10%
The sensitivity analysis for the actuarial assumption relating to the discount rate that shows how the defined
benefit obligation would have been affected by changes in that actuarial assumption is as follows:
Change in Increase in Decrease in Group and company actuarial actuarial actuarial assumptions assumption assumption Discount rate 0.5% (1.5%) 1.5% Inflation 0.5% 1.5% (1.5%)
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
158
20. Trade and other payables
The liabilities to suppliers and other liabilities of the Group and the Company are as follows:
Group Company Note 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Trade payables 9,293,209 3,537,120 4,151,167 1,783,553 Other payables due to related parties 32 922,495 5,150,452 692,094 1,475,220 Guarantees 911,843 1,193,032 262,610 12,452 Consideration payable for the 4,000,000 - - - acquisition of assets Accrued expenses 5,616,764 5,026,341 303,065 137,073 Taxes – Levies 832,844 503,714 570,814 305,751 Social security insurance 146,188 224,782 144,997 218,559 Deferred income 199,322 34,772 199,322 34,772 Prepayments of customers 147,988 7,126,090 145,013 2,685,000 Other payables 192,672 363,115 31,839 114,360 Total 22,263,325 23,159,416 6,500,921 6,766,740
Group Company 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Long-term borrowings 3,819,963 1,431,713 250,159 1,025,904 Short-term borrowings 18,443,362 21,727,703 6,250,762 5,740,836 Total 22,263,325 23,159,416 6,500,921 6,766,740
“Guarantees” mainly relate to performance guarantees received by subcontractors in relation to the
construction of building projects.
“Other payables due to related parties” as of 31.12.2025, mainly consist of an amount of €910,000 paid by the
joint venture Cante Holdings Ltd in the context of the decision for a share capital reduction. The process is
expected to be completed during the 2026 and will not affect the Group’s Statement of Comprehensive
Income.
“Prepaid expenses” for the Group as of 31.12.2025, amounting to €5,616,764, includes an amount of
€4,641,802 (31.12.2024: €2,858,944) relating to subcontractor fees for works performed under the Group’s
construction contracts and on the Group’s properties that had been completed as at 31.12.2025 but had not
yet been invoiced.
“Trade payables” for the Group as of 31.12.2025, amounting to €9,293,209, includes an amount of €7,157,378
relating to subcontractor fees for works performed on the Group’s investment properties and works carried
out within the framework of construction contracts.
“Consideration payable for the acquisition of assets” as of 31.12.2025, relates to the outstanding
consideration payable following the property acquisition agreement dated 01.08.2025 by the subsidiary
Dramar S.M.S.A. for a total consideration of €4,720,000, refer to note 8 for further details. Out of the total
consideration, an amount of €1,000,000 will be paid during the 2026 and an amount of €3,000,000 will be
paid during the 2027 and, therefore, has been classified under long-term liabilities.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
159
21. Revenue
The table below presents the Group's and the Company's revenue resulting from the most significant
contracts with customers:
Group Company From 01.01 to From 01.01 to 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Revenue from project management 1,970,290 1,991,618 5,182,778 6,182,627 Revenue from maintenance services 4,189,712 3,888,634 4,579,321 3,888,634 Revenue from construction 48,420,633 15,483,342 8,934,696 1,052,923 Revenue from sales of residential houses - 4,000,000 - 1,047,000 Revenue from consulting services 397,000 1,150,000 537,000 1,310,000 Rental income 4,780,563 1,690,623 - - Other 109,667 219,501 - - Total revenue 59,867,865 28,423,718 19,233,795 13,481,184
The table below presents a breakdown of the Group's and the Company's turnover by source of revenue and
by the way the revenue is recognised (over time / at a given point in time). Rental income of €4,780,563
(31.12.2024: €1,690,623) is not presented in the following analysis of the revenue.
Group From 01.01 to 31.12.2025 31.12.2025 31.12.2024 31.12.2024 At a point in At a point in Over time Over time time time Revenue from project management 1,898,999 71,292 1,431,051 560,567 Revenue from maintenance services 2,916,627 1,273,085 2,494,285 1,394,349 Revenue from construction 48,420,633 - 15,483,342 - Revenue from sales of residential houses - - - 4,000,000 Revenue from consulting services 397,000 - 1,150,000 - Other 109,666 - 219,501 - Total revenue 53,742,925 1,344,377 20,778,179 5,954,915
Company From 01.01 to From 01.01 to 31.12.2025 31.12.2025 31.12.2024 31.12.2024 At a point At a point Over time Over time in time in time Revenue from project management 4,944,747 238,031 4,810,635 1,371,992 Revenue from maintenance services 3,306,236 1,273,085 2,494,285 1,394,349 Revenue from construction 8,934,696 - 1,052,923 - Revenue from sales of residential houses - - - 1,047,000 Revenue from consulting services 537,000 - 1,310,000 - Total revenue 17,722,679 1,511,116 9,667,844 3,813,340
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
160
The following table presents the total amount of the transaction price that has been allocated to performance
obligations that have not been fulfilled (or have been partially fulfilled) as of 31.12.2025 and 31.12.2024.
Group Company 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Revenue from project management 18,900,457 8,679,274 49,393,125 38,764,640 Revenue from maintenance services 7,583,177 5,967,982 7,583,177 7,017,729 Revenue from construction 94,562,356 105,429,605 16,062,382 24,997,077 Revenue from consulting services 1,250,000 1,640,000 1,250,000 1,640,000 Other 21,870 69,167 - - 122,317,860 121,786,028 74,288,684 72,419,446
The amount of 31.12.2025 will be recognized as income in subsequent years by the Group and the Company,
as follows:
Group 2026 2027 2028 2029 Total Revenue from project management 2,895,409 8,444,563 5,919,603 1,640,882 18,900,457 Revenue from maintenance services 2,659,813 2,453,401 1,581,455 888,507 7,583,176 Revenue from construction 81,826,032 12,736,324 - - 94,562,356 Revenue from consulting services 360,000 890,000 - - 1,250,000 Other 21,870 - - - 21,870 Total 87,763,124 24,524,288 7,501,058 2,529,389 122,317,859
Company 2026 2027 2028 2029 Total Revenue from project management 9,941,908 18,067,525 14,848,670 6,535,022 49,393,125 Revenue from maintenance services 2,659,813 2,453,401 1,581,455 888,507 7,583,176 Revenue from construction 15,259,262 803,119 - - 16,062,381 Revenue from consulting services 360,000 890,000 - - 1,250,000 Other - - - - - Total 28,220,983 22,214,045 16,430,125 7,423,529 74,288,682
22. Construction cost
The construction cost consists solely of the construction expenses for the properties on behalf of the clients
TAHDIK, BSTDB and IOVIS S.M.S.A. and corresponds to construction revenue, refer above to note 21.
23. Property taxes - levies
Property taxes - levies consist exclusively of the Uniform Real Estate Property Tax on the Group's investment
properties and inventories. As of 31.12.2025, Unified Property Tax (ENFIA) amounting for the Group to
€762,281 (31.12.2024: €1,017,411) and for the Company to €0 (31.12.2024: €1,828). The decrease is primarily
attributed to the sale of properties owned by the subsidiaries during the fiscal year 2024.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
161
24. Personnel expenses
Personnel expenses for the Group and the Company are analysed as follows:
Group Company From 01.01 to From 01.01 to 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Salaries 3,601,108 3,019,001 3,532,344 2,889,890 Social security costs 680,811 639,500 670,925 616,623 Other short-term benefits 145,727 586,012 145,727 586,012 Cost of defined-benefit pension schemes 50,416 47,265 49,784 46,845 Total 4,478,062 4,291,778 4,398,780 4,139,370
The number of personnel employed by the Group and the Company during the year ended 31.12.2025 and
31.12.2024 is as follows:
Group Company 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Personnel 68 71 65 63
25. Gain on disposal of investments in subsidiaries and joint ventures
During 2025, the Group realized gains amounting to €6,093,321 from the sale of its participation (100%) in
the subsidiary Alkanor S.M.S.A. Furthermore, within the same fiscal year, the settlements relating to the sale
of the participation (65%) in the joint venture Ourania Investment S.A. were completed, resulting in an
additional gain of €43,647 for the Group, as well as the settlement of the sale of the participation (100%) in
the subsidiary Severdor Ltd, the sole shareholder of Insignio S.M.S.A., which resulted in a loss of €54,823 for
the Group, respectively.
Gain (Loss) on disposal of subsidiaries and joint ventures Subsidiary/Joint venture 2025 2024 Alkanor S.M.S.A. (100%) 6,093,321 - Iovis S.A. (100%) - 5,092,365 Kalliga Estate S.M.S.A. (100%) - (53,530) Group Severdor (100%) (54,823) 6,704,258 P and E Investments S.A. (20%) - 626,000 Ependitiki Chanion S.A. (60%) - 183,212 Ourania Ependitiki S.A. (65%) 43,647 2,327,925 Total 6,082,145 14,880,230
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
162
26. Other income
Other income for the Group and the Company is analysed as follows:
Group Company From 01.01 to From 01.01 to 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Income from provision of 110,400 114,600 320,040 363,600 administrative support services Dividend income from Group companies - - 35,000,000 - Income from leases 67,092 101,997 - - Gain/(Loss) from finance 1,352,826 (34,919) 200,102 (78,502) subleases Other 93,903 45,368 6,597 25,906 Other income 1,513,821 112,445 35,206,699 (52,596) Total 1,624,221 227,045 35,526,739 311,004
The gain from finance subleases resulted from the remeasurement of the receivable from finance subleases
of the subsidiary Lavax S.M.S.A., within the framework of an amendment to the relevant sublease agreement,
refer to note 13 for further details. The Company recognized dividend income amounting to €35,000,000
during the 2025, which originated from the subsidiary Arcela Investments Ltd, refer to note 13 for further
details.
27. Other expenses
The other expenses of the Group and the Company is analysed as follows:
Group Company From 01.01 to From 01.01 to 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Direct costs related to investment property 215,104 228,249 474 394 Third party fees 8,955,062 4,644,051 8,367,450 6,599,932 Expenses relating to advertising, publication, etc 1,092,350 586,995 821,117 491,527 Expenses relating to subscriptions 106,274 194,449 102,202 187,801 Travel expenses 270,634 158,932 239,859 150,933 Taxies – levies 259,353 342,902 82,413 106,472 Other 986,319 1,300,011 893,214 751,187 Total 11,885,096 7,455,589 10,506,729 8,288,245
The line item "Third-party fees" consists of the following: a) third-party fees relating to the provision of
maintenance services, b) auditor’s fees, c) fees for legal services, and d) other third-party fees relating to the
activity of the Group and the Company.
The audit firm "Deloitte SA" was the statutory independent auditor for the fiscal years ended 31.12.2025 and
31.12.2024.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
163
The table below shows the total fees for audit and other professional services provided to the Group by the
audit firm " Deloitte Certified Public Accountants S.A." for the fiscal years 2025 and 2024, respectively.
Group Company From 01.01. to From 01.01. to 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Fees for audit services & other assurance services 197,200 188,500 132,000 131,000 Fees for issuing Tax Compliance Report 73,000 64,000 25,000 24,000 Other permitted non-audit services 6,800 14,500 3,400 9,400 Total 277,000 267,000 160,400 164,400
Additionally, beyond the aforementioned fees of the audit firm “Deloitte Certified Public Accountants S.A.”,
audit services for the fiscal year 2025 were provided by an independent audit firm amounting to €43,680
(2024: €46,800), relating to the statutory audit of the Group’s subsidiary companies based in Cyprus.
28. Finance costs (net)
The financial costs of the Group and the Company are analysed as follows:
Group Company From 01.01 to From 01.01 to Note 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Interest expense Bank interest 485,970 820,297 454,784 646,730 Lease interest 257,406 212,214 78,651 62,416 Bond loans interest 2,135,307 1,622,620 1,535,433 800,000 Cost of letters of guarantee 80,200 101,913 11,503 15,072 Other 325,261 382,722 36,372 54,482 Finance expense 3,284,144 3,139,766 2,116,743 1,578,700 Finance income - Deposit interest income (123,619) (59,313) (82,845) (59,293) Finance income - Interest income from loans -(58)-(58)Finance income - Interest income from loans 32 (48,393) (12,047) (572,871) (1,742,439) granted to related parties Finance income from leases (275,558) (8,447) (18,737) (19,666) Finance income (447,570) (79,864) (674,453) (1,821,456) Finance cost - net 2.836.574 3.059.902 1.442.290 (242.756)
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
164
29. Income tax
The amounts of taxes charged to the results of the Group and the Company are as follows: Group Company From 01.01 to From 01.01 to 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Current income tax 762,821 3 - - Prior year adjustments 4,352 2,665 - - Total current income tax 767,173 2,668 - - Deferred tax 6,225,183 3,058,914 106,897 278 Total deferred tax 6,225,183 3,058,914 106,897 278 Total 6,992,356 3,061,582 106,897 278
The tax on the Group’s and the Company’s profit before tax differs from the theoretical amount that would
result using the tax rate applicable in Greece on profits.
The difference is as follows:
Group Company From 01.01 to From 01.01 to 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Profit/(Loss) before tax 42,039,711 54,536,861 34,322,706 19,285,204 Τax calculated on the basis of the tax rates 9,248,736 11,998,109 7,550,995 4,242,745 applicable in Greece Effect of different tax rates in Cyprus (197,971) (3,337,322) - - Non-taxable income (4,224,861) (7,992,139) (8,611,388) (4,139,917) Non-tax-deductible expenses 2,155,378 1,682,131 693,106 755,865 Losses of the year for which was not 1,131,768 1,651,274 474,184 - recognised deferred tax asset Nonrecognition of deferred tax asset on investment property due to the recognition 76,795 (104,157) - - criteria are not met Use of tax losses of previous years for which (279,246) (836,314) - (858,415) no deferred tax asset had been recognised Derecognition of deferred tax asset that had (918,243) - - - been recognised in previous years Income tax 6,992,356 3,061,582 106,897 278
According to Law 4799/2021, income for the tax year 2025 is taxed at a tax rate of 22%. The tax rate was 22%
in the previous fiscal year as well.
The corporate income tax rate in Cyprus is 12.5%. It is noted that the corporate income tax rate in Cyprus
increased from 12.5% to 15% for taxable profits arising after 01.01.2026.
As far as Cyprus based subsidiaries are concerned, according to the Cyprus Tax Law the tax authorities have
the right to audit the last six (6) years.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
165
The tax audit by the Certified Public Accountants for the companies of the Group that are subject to it for the
fiscal year 2025, as provided by the provisions of Article 78 of Law 5104/2024, is currently in progress and the
relevant tax certificate is expected to be issued after the publication of the annual financial statements for
the fiscal year 2025. However, the Group’s Management does not expect any significant changes either in the
tax obligations for this fiscal year upon completion of the tax audit or in the other unaudited tax years.
In detail, the unaudited fiscal years (either by Certified Public Accountants or by the tax authorities) for the
Group’s subsidiaries and the Company are as follows:
Country of Company Unaudited fiscal years incorporation DIMAND S.A. Greece - BOZONIO S.M.S.A. Greece 2020 & 2024-2025 ARCELA INVESTMENTS LTD Cyprus 2020-2025 VENADEKTOS HOLDINGS LIMITED Cyprus 2020-2025 LAVAX S.M.S.A. Greece 2021 AFFLADE LTD Cyprus 2020-2025 ALABANA LTD Cyprus 2020-2025 AGCHIALOS AKINITA S.M.S.A. Greece - FILMA ESTATE S.M.S.A. Greece 2021 MAGROMELL LTD Cyprus 2020-2025 METRINWOOD LTD Cyprus 2022-2025 GRAVITOUSIA LTD Cyprus 2020-2025 PIRAEUS REGENERATION 138 S.M.S.A. Greece - RANDOM S.M.S.A. Greece - TERRA ATHENA AKINITA S.M.S.A. Greece 2025 PAVALIA ENTERPRICES LTD Cyprus 2020-2025 RODOMONDAS LTD Cyprus 2020-2025 OBLINARIUM HOLDINGS LIMITED Cyprus 2020-2025 IQ ATHENS S.M.S.A. Greece 2020 HUB 204 S.M.S.A. Greece - CITRUS S.M.S.A. Greece 2022 DRAMAR S.M.S.A. Greece 2021-2022 & 2024-2025 THOMAIS AKINITA S.M.S.A. Greece 2022 & 2024 BRIDGED T LTD Greece 2020-2021 DOROU RESIDENCIES S.M.S.A. Greece - GOURNES S.M.S.A. Greece 2022-2024 DARMENIA LTD Cyprus 2020-2025 MANDALINAR LTD Cyprus 2021-2025 KARTONERA LTD Cyprus 2020-2025
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
166
The unaudited fiscal years (either by Certified Public Accountants or by the tax authorities) for the joint
ventures in which the Group participates, as well as for the other companies it participates indirectly through
the joint ventures, are as follows:
Country of Company Unaudited fiscal years incorporation CANTE HOLDINGS LTD Cyprus 2020-2025 EMID HOLDINGS LTD Cyprus 2020-2025 STIVALEUS HOLDINGS LTD Cyprus 2020-2025 P and E INVESTMENTS S.A. Greece 2022 PIRAEUS TOWER S.A. Greece - YITC EUROPEAN TRADING LTD Cyprus 2020-2025 IQ KARELLA S.A. Greece - EVGENIA HOMES S.M.S.A. Greece - DI TERNA S.A. Greece 2023-2025 3V S.A. Greece 2022
30. Earnings per share
Earnings per share for the Group are analysed as follows:
From 01.01 to 31.12.2025 31.12.2024 Profit attributable to shareholders of the parent 33,872,985 36,965,755 company Weighted average number of ordinary shares in issue 18,621,764 18,586,079 Earnings per share (Euro/share) 1.82 1.99
Diluted earnings per share are equal to basic earnings per share.
31. Contingent liabilities
Tax liabilities
The Group's companies have not been tax audited for certain financial years, and therefore, their tax liabilities
for these years have not become final. As a result of these audits, additional fines and taxes may be imposed,
the amounts of which cannot be accurately determined at present. As of 31.12.2025 and 31.12.2024, the
Group and the Company have not made provisions for unaudited years. It is estimated that any potential tax
amounts that may arise will not have a significant impact on the financial position of the Group and the
Company. For further details on the unaudited years, refer to note 29.
Pending litigation
here are no litigated or pending disputes or decisions of courts or arbitration bodies that have an impact on
the financial position or operations of the Group and the Company.
Letters of guarantee and guarantees
The letters of guarantee and guarantees granted by the Company are presented as follows:
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
167
Letters of Guarantee issued by Banks for Assurance of Good Performance of Contracts
The letters of guarantee issued by banks to secure the performance of contracts for the Group as of
31.12.2025 amount to €7,715,506 (31.12.2024: €6,474,836).
Other Guarantees given to Third Parties to Secure Obligations A/A ITEM FOR 31.12.2025 31.12.2024 1 Securitiy of obligation DPN S.A. 2,153 2,153 2 Securitiy of obligation FILMA S.M.S.A. - 370,000 2,153 372,153
Mortgage pre-notations and mortgages on properties owned by subsidiaries
The investment properties of the subsidiaries Random S.M.S.A. and IQ Athens S.M.S.A. have mortgage pre-
notations of €16,440,000 and €163,592,000, respectively, to secure bank financing granted to the subsidiaries.
Capital Commitments
As of 1.12.2025, the Group has capital commitments for investment property improvements of €313,517
(excluding VAT).
32. Related party transactions
The Company’s shareholder composition as of 31.12.2025, is set out below:
Shareholders % Participation Andriopoulos Dimitrios 54.54% 1Damen Ltd0.06% Latsco Hellenic Holdings S.à r.l. 5.89% Treasury stocks 0.42% Other shareholders 39.09% % Shareholders 100.00%
It is noted that the above percentages are derived in accordance with the notifications received by the above
persons under the applicable legislation.
Transactions with related parties are carried out on an arm’s length basis within the framework of the
Company’s operations and in accordance with the usual commercial terms for corresponding transactions
with third parties.
1
Person closely associated as defined in article 3 par. 1 (26) of the Market Abuse Regulation (EU) No 596/2014 to Mr. Andriopoulos
Dimitrios
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
168
Group Company From 01.01. to From 01.01. to Sales of services 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Subsidiaries - - 3,742,097 4,351,009 Joint ventures 1,308,243 656,365 - - Other related parties 1,500,765 1,467,431 2,809,008 2,123,796 Total 2,809,008 2,123,796 6,551,105 6,474,805
Sales of services mainly relate to the provision of project management service.
Group Company From 01.01. to From 01.01. to Other income 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Subsidiaries - - 209,640 254,753 Joint ventures 52,800 76,747 - - Other related parties 45,647 43,200 98,447 119,947 Total 98,447 119,947 308,087 374,700 Other income mainly pertains to the provision of administrative support services as well as expenses that
were re-invoiced to joint ventures.
Group Company From 01.01. to From 01.01. to Finance Income except for 31.12.2025 31.12.2024 31.12.2025 31.12.2024 finance income from subleases Subsidiaries - - 572,871 1,742,439 Joint ventures 48,393 12,047 - - Total 48,393 12,047 572,871 1,742,439
Group Company From 01.01. to From 01.01. to Finance income from subleases 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Subsidiaries - - 7,366 11,219 Joint ventures 2,052 3,493 - - Other related parties 8,673 4,955 10,725 8,447 Total 10,725 8,447 18,091 19,666
Group Company Trade receivables from related 31.12.2025 31.12.2024 31.12.2025 31.12.2024 parties Subsidiaries - - 2,412,661 2,156,963 Joint ventures 312,259 1,000,565 - - Other related parties 1,831,568 4,197,999 2,035,337 4,367,598 Total 2,143,827 5,198,565 4,447,998 6,524,561
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
169
Group Company Trade payables to related parties 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Subsidiaries - - 679,589 1,243,112 Joint ventures 910,000 5,149,314 - - Other related parties 12,494 1,137 12,505 232,107 Total 922,494 5,150,452 692,094 1,475,220
Group Company Loans granted to related parties except for net investment of 31.12.2025 31.12.2024 31.12.2025 31.12.2024 sublease Subsidiaries - - 42,206,867 1,733,996 Joint ventures 987,781 4,706,381 - - Total 987,781 4,706,381 42,206,867 1,733,996
The movement of loans granted to related parties is analysed as follows:
Group Company Loans granted to related parties except for net investment of 31.12.2025 31.12.2024 31.12.2025 31.12.2024 sublease Opening balance 4,706,381 200,334 1,733,997 23,942,025 Loans granted to related partied 762,000 4,494,000 39,900,000 - during the year Repayments of loans (4,474,000) - - (23,905,184) Charge of interest income 48,393 12,047 572,871 1,733,996 Interest income received (54,993) - - (36,841) Closing balance 987,781 4,706,381 42,206,868 1,733,996
On 08.09.2025, the Company entered into a bond loan agreement with the subsidiary Arcela Investments Ltd,
for an amount of up to €39,900,000, maturing on 08.03.2027 with an interest rate of 6M Euribor + 2.5%, which
was fully drawn during 2025.
The balance of loans granted to related parties of the Group relates to a loan granted by Arcela Investments
Ltd in 2019 of €141,000 to the joint venture YITC European Trading Ltd, maturing on 30.06.2026 after its
amendment, with an interest rate of 0.5%. Also, on 13.12.2024 the subsidiary Arcela Investments Ltd
proceeded with the issuance of a bond loan with the joint venture P and E Investments S.A. (issuer) for an
amount of up to €5,000,000, maturing on 31.12.2025 with an interest rate of 5.90%, and within 2024, an
amount of €4,474,000 was disbursed, while during 2025 the said loan was repaid. Finally, on 09.10.2025 the
subsidiary Arcela Investments Ltd entered into a bond loan with the joint venture Cante Holdings Ltd (issuer)
of an amount of up to €3,170,000, maturing on 31.12.2027 with an interest rate of Euribor 3Μ+3.30%, of which
during 2025 an amount of €762,000 was disbursed.
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
170
Group Company Net investment of sublease from 31.12.2025 31.12.2024 31.12.2025 31.12.2024 related parties Subsidiaries - - 93,995 115,556 Joint ventures 25,353 45,161 - - Other related parties 130,758 52,239 156,111 97,400 Total 156,111 97,401 250,106 212,956
Sublease receivables relate to subleases of the Company’s office space to subsidiaries, joint ventures and
other related parties of the Group.
Group Company Net investment of sublease from 31.12.2025 31.12.2024 31.12.2025 31.12.2024 related parties Opening balance 97,401 145,331 212,956 359,101 Net investment of sublease during 133,552 22,465 155,982 22,464 the year Remeasurement due to CPI changes 1,961 2,220 5,238 5,889 Transfer to Net investment of (17,388) (43,605) (20,939) (103,338) sublease from third parties Capital receipts of subleases (59,415) (29,010) (103,131) (71,161) Interest income 10,328 7,738 18,112 18,957 Interest income received (10,328) (7,738) (18,112) (18,957) Closing balance 156,111 97,401 250,106 212,956
Group Company From 01.01. to From 01.01. to Key management compensation 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Remuneration of members of the Board and its committees and 1,728,760 1,293,354 1,647,858 1,264,096 senior executives Cost of free allocation of shares - 167,315 - 167,315 Total 1,728,760 1,460,669 1,647,858 1,431,411 Group Company Due to key management 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Employee benefit obligations 286,563 225,634 286,563 225,634 Total 286,563 225,634 286,563 225,634
Notes to the Financial Statements
Group and Company
All amounts expressed in Euro, unless otherwise stated
171
33. Events after the reporting period
The most significant events after 31.12.2025 are the following:
On 17.02.2026, the Company proceeded with the issuance of bonds with a total value of €42,175,000, within
the framework of the Common Bond Loan dated 28.08.2025, with Optima Bank S.A. as the bondholder.
On 20.02.2026, the Group, through its subsidiary Arcela Investments Ltd, proceeded with the acquisition of
100% of the share capital of the company “Kantza Emporiki S.M.S.A.”, owner of an area of c. 318,901 sq.m.
located in Camba Estate, Municipalities of Paiania and Pallini, for a consideration of €44,637,349. The financing
of the above-mentioned transaction was carried out through debt.
On 24.02.2026, the Group, through its subsidiary Thomais Akinita S.M.S.A., proceeded with the acquisition of
a land plot of a total area of c. 4,415 sq.m. and a land plot of a total area of c. 1,324 sq.m. with a listed residence
of 685 sq.m., for a consideration of €1,173,000. The two landplots are located in the area of Trigono Cambas,
Municipality of Pallini, Attica. The financing of the above-mentioned transaction was carried out through debt.
On 17.03.2026, the Company entered into a Common Bond Loan Agreement with Credia Bank S.A., for an
amount of up to €13,000,000 and with a seven-year term. The purpose of the bond loan is to repay the balance
of the current account of €3,000,000 with the aforementioned bank and to repay a bond loan held by Ethniki
Insurance S.A. amounting to €10,000,000. The repayments of the above-mentioned loans were completed by
27.03.2026.
No other events, other than the above, have occurred since the date of the Statement of Financial Position
that would have a material impact on the financial statements.
Maroussi, 02.04.2026
The Vice Chairman of the
BOD and CEO
The Deputy CEO
The CFO
The Finance Director
Dimitrios Andriopoulos
Nikolaos-Ioannis Dimtsas
Anna Chalkiadaki
Dimitrios Dimakakos
ID No A01124980
ID No AΗ 002049
ID No. AN 603900
PERM. No. 78785 A’
ID No. AΖ 736252
PERM. No. 131615 A
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