“TECHNICAL OLYMPIC”

GROUP OF COMPANIES"

ANNUAL FINANCIAL REPORT

For the period ended as at December 31, 2022

Under Article 4, Law 3556/2007

 
ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022  Page  1 
 
TABLE OF CONTENT   
Α. REPRESENTATIONS OF THE MEMBERS OF THE BOARD OF DIRECTORS ................................................................................... 4 
Β. ANNUAL BOARD OF DIRECTOR’S MANAGEMENT REPORT ......................................................................................................... 5 
C.  Independent Auditor’s Report ................................................................................................................................................... 65 
 SEPARATE AND CONSOLIDATED STATEMENT OF FINANCIAL POSITION........................................................................ 71 
 SEPARATE AND CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME ................................................................ 72 
 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY .................................................................................................... 75 
 SEPARATE STATEMENT OF CHANGES IN EQUITY .............................................................................................................. 77 
 SEPARATE AND CONSOLIDATED STATEMENT OF CASH FLOWS ....................................................................................... 79 
1.  General information  about the Company ............................................................................................................................... 80 
2.  Framework for preparation of financial statements and accounting principles ........................................................................... 82 
2.1.  Basis for Presentation ........................................................................................................................................................... 82 
2.2.  Basis for measurement ......................................................................................................................................................... 82 
2.3.  Presentation Currency........................................................................................................................................................... 83 
2.4.  Use of Estimates .................................................................................................................................................................. 83 
3.  New Standards, Interpretations, Revisions and Amendments to existing Standards that are effective and have been adopted by 
the European Union .............................................................................................................................................................. 83 
4.  New Standards, Interpretations, Revisions and Amendments to existing Standards that have not been applied yet or have not 
been adopted by the European Union .................................................................................................................................... 84 
5.  Significant accounting judgements, estimates and assumptions ............................................................................................... 87 
5.1.  Judgements, estimates and assumptions ............................................................................................................................... 87 
 Key Accounting Policies....................................................................................................................................................... 90 
1.  Segment Reporting .............................................................................................................................................................. 90 
2.  Group Structure ................................................................................................................................................................... 94 
3.  Foreign currency translation ............................................................................................................................................... 96 
4.  Property, plant and equipment ........................................................................................................................................... 96 
5.  Investment property ........................................................................................................................................................... 98 
6.  Right-of-use – Leases .......................................................................................................................................................... 99 
6.1.  Recognition and initial measurement of right-of-use assets ........................................................................................... 99 
6.2.  Initial measurement of lease liability................................................................................................................................. 99 
6.3.  Subsequent measurement of the right‐of‐use asset ...................................................................................................... 100 
6.4.  Subsequent measurement of lease liability .................................................................................................................... 100 
7.  Intangible assets .............................................................................................................................................................. 101 
8.  Impairment of non-current assets (intangible and tangible assets) ............................................................................ 101 
9.  Investments in subsidiaries (Separate Financial Statements) ...................................................................................... 102 
10.  Financial Instruments ...................................................................................................................................................... 102 
10.1. Recognition and derecognition ........................................................................................................................................ 102 
10.2. Classification and initial recognition of financial assets ................................................................................................ 103 
10.3. Subsequent measurement of financial assets ................................................................................................................ 103 
10.4. Impairment of financial assets ........................................................................................................................................ 104 
10.5. Classification and measurement of financial liabilities .................................................................................................. 105 
10.6. Offsetting financial assets and financial liabilities ......................................................................................................... 106 
11.  Inventories ........................................................................................................................................................................ 106 
12.  Cash and cash equivalents ............................................................................................................................................... 106 
13.  Share capital, reserves and distribution of dividends .................................................................................................... 107 
14.  Income tax & deferred tax ............................................................................................................................................... 108 
15.  Provisions for employee benefits due to retirement ...................................................................................................... 109 
16.  Government Grants .......................................................................................................................................................... 111 
17.  Provisions, Contingent Liabilities and Contingent Assets .............................................................................................. 111 

 
ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022  Page  2 
 
18.  Revenue recognition......................................................................................................................................................... 111 
19.  Non-current assets held for sale and discontinued operations ..................................................................................... 115 
 Reporting Segments ......................................................................................................................................................... 116 
1.  Reporting segments ......................................................................................................................................................... 116 
1.1.  Primary reporting segment - Business segments ........................................................................................................... 116 
1.2.  Secondary reporting segment - Geographical segments ............................................................................................... 119 
1.3.  Seasonality ........................................................................................................................................................................ 119 
1.4.  Revenue analysis .............................................................................................................................................................. 119 
 Notes to Financial Statements ......................................................................................................................................... 120 
1.  Self-used property, plant and equipment ....................................................................................................................... 120 
2.  Right-of-use assets........................................................................................................................................................... 122 
3.  Intangible assets .............................................................................................................................................................. 124 
4.  Investments in subsidiaries ............................................................................................................................................. 124 
5.  Investments in Associates ............................................................................................................................................... 126 
6.  Equity Instruments ........................................................................................................................................................... 126 
7.  Investment property ........................................................................................................................................................ 127 
8.  Other long-term receivables ............................................................................................................................................ 128 
9.  Inventory........................................................................................................................................................................... 128 
10.  Trade and other receivables............................................................................................................................................. 128 
11.  Other receivables .............................................................................................................................................................. 129 
12.  Financial assets at fair value through other comprehensive income ............................................................................ 130 
13.  Financial assets at fair value through profit or loss ....................................................................................................... 131 
14.  Cash and cash equivalents ............................................................................................................................................... 132 
15.  Equity................................................................................................................................................................................. 132 
16.  Deferred tax obligation .................................................................................................................................................... 134 
17.  Employee end-of-service obligations .............................................................................................................................. 135 
18.  Grants ................................................................................................................................................................................ 135 
19.  Financial liabilities ............................................................................................................................................................ 135 
20.  Other long-term liabilities ................................................................................................................................................ 137 
21.  Suppliers and other payables........................................................................................................................................... 137 
22.  Current tax obligations .................................................................................................................................................... 137 
23.  Liabilities from contracts with customers ....................................................................................................................... 137 
24.  Other short-term liabilities .............................................................................................................................................. 137 
25.  Operating expenses .......................................................................................................................................................... 137 
26.  Other income – expenses ................................................................................................................................................. 139 
27.  Financial income – expenses ........................................................................................................................................... 140 
28.  Income from dividends .................................................................................................................................................... 140 
29.  Income tax ........................................................................................................................................................................ 141 
30.  Results from discontinued operations............................................................................................................................. 141 
31.  Earnings per share ............................................................................................................................................................ 142 
32.  Number & salaries of employees ..................................................................................................................................... 143 
33.  Cash flows adjustments ................................................................................................................................................... 143 
34.  Liens .................................................................................................................................................................................. 144 
35.  Related parties transactions and balances ..................................................................................................................... 144 
36.  Contingent assets – liabilities – commitments ............................................................................................................... 145 
37.  Tax non-inspected years .................................................................................................................................................. 146 

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 3

8.38. Risk management objectives & policy ............................................................................................................................ 147

8.39. Fair value measurement ................................................................................................................................................... 151

8.40. Availability of financial statements ................................................................................................................................. 152

8.41. Post Financial Position date events ................................................................................................................................. 152

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 4

Α. REPRESENTATIONS OF THE MEMBERS OF THE BOARD OF DIRECTORS

The below statements, made in compliance with Article 4, Par. 2 of the Law 3556/2007, as currently effective,

are made by the following representatives of the Company Board of Directors:

1. Mr. Konstantinos Stengos, father’s name - Andreas, BoD Chairman, resident of Alimos Attiki

2. Mr. Georgios Stengos, father’s name – Konstantinos, CEO, resident of Alimos Attiki

3. Mrs. Marianna Stengou, father’s name – Konstantinos, appointed BoD Member

who certify that as far as we know, in our capacity as persons appointed by the Board of Directors of the Societe

Anonyme under the title TECHNICAL OLYMPIC S.A. (hereinafter “the Company”) as follows:

(a) the annual Financial Statements of the company for the period 01/01/2022- 31/12/2022, which were prepared

according to the effective International Financial Reporting Standards, present truly and fairly the assets and

liabilities, the equity and the financial results of the Company, as well as the companies included in the

consolidation as aggregate, and

(b) the attached annual BoD Report provides a true view of the Company’s and the companies included in the

consolidation as aggregate performance and results including a description of the main risks and uncertainties to

which they are exposed.

Alimos, April 13, 2023

The designees

BoD Chairman

Chief Executive Officer

Appointed BoD Member

KONSTANTINOS A. STENGOS

ID Num. ΑΒ 342754

GEORGIOS K. STENGOS

ID Num. ΑΖ 592390

MARIANNA K. STENGOU

ID Num. ΑΒ 526124

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 5

Β. ANNUAL BOARD OF DIRECTOR’S MANAGEMENT REPORT

The present Annual Board of Directors’ Management Report (hereinafter referred to as the "Report") pertains

to the FY 2022 fiscal period (01/01/2022 - 31/12/2022). The Report is prepared according to the provisions of

Articles 150, par. 3 and 153 par. 3 and par. 1 of Article 152 of CL. 4548/2018, the provisions of Article 4 of Law

3556/2007 and the executive decisions issued under the same Law, of the Hellenic Capital Market Commission’s

Board of Directors, and accompanies the annual financial statements of the period (01/01/2022 - 31 /12/2022).

This Report provides in a concise, yet comprehensive and material way, the significant separate sections

required, according to the aforementioned legislative framework and accurately presents all the relevant legally

required information necessary to extract material and in depth information on the operations of the Company

TECHNICAL OLYMPIC S.A. (hereinafter referred to as "Company" or "TECHNICAL OLYMPIC") during the

aforementioned period as well as the TECHNICAL OLYMPIC Group (hereinafter referred to as "Group").

Moreover, the Group, in addition to TECHNICAL OLYMPIC, includes the following subsidiaries and Joint Ventures:

FULL CONSOLIDATION METHOD

Country of

Establishment

Participation

Equivalent

% DIRECT

PARTICIPATION

% INDIRECT

PARTICIPATION

INDIRECT

PARTICIPATION

SUBSIDIARY

TECHNICAL OLYMPIC S.A.

GREECE

PARENT

EUROROM CONSTRUCTII '97 SRL

CYPRUS

100,00%

Τ.Ο. HOLDINGS INTERNATIONAL LTD

CYPRUS

100,00%

Τ.Ο. SHIPPING LTD

CYPRUS

100,00%

Τ.Ο. HOLDING

INTERNATIONAL

LTD

PORTO CARRAS DEVELOPMENT SA

GREECE

30,60%

Τ.Ο. CONSTRUCTIONS S.A.

GREECE

90,25%

Τ.Ο. HOLDING

INTERNATIONAL

LTD

TECHNICAL OLYMPIC AIRWAYS S.A.

(UNDER LIQUIDATION)

GREECE

41,54%

SAMOS MARINES S.A.

GREECE

99,96%

TOXOTIS Technical S.A.

GREECE

83,45%

J/V TOXOTIS Technical S.A. - GOUSGOUNIS

S.A. - RECONSTRUCTION OF KIFISSOS

AVENUE & POSEIDONOS AVENUE

GREECE

99,00%

TOXOTIS

Technical S.A.

ROMA HOLDING LLC

MARSHALL

85,00%

Τ.Ο. SHIPPING

LTD

ARIADNE REAL ESTATE Μ.Ι.Κ.Ε.

GREECE

100,00%

Τ.Ο. HOLDING

INTERNATIONAL

LTD

PFC PREMIER FINANCE CORPORATION LTD

CYPRUS

100,00%

Τ.Ο. HOLDING

INTERNATIONAL

LTD

NOVAMORE LTD

CYPRUS

100,00%

Τ.Ο. HOLDING

INTERNATIONAL

LTD

LUXURY LIFE IKE

GREECE

100,00%

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 6

EQUITY METHOD

Country of

Establishment

Participation

Equivalent

% DIRECT

PARTICIPATION

% INDIRECT

PARTICIPATION

INDIRECT

PARTICIPATION

SUBSIDIARY

Mount Street Hellas Holdco

IRELAND

PARENT

50,00%

PFC PREMIER

FINANCE

CORPORATION

LTD

Proportional consolidation method

Country of

Establishment

% Participation

Equivalent

J/V TERNA SA - MOCHLOS SA - AKTOR SA – J/V CONSTRUCTION OF AIGIO TUNNEL

GREECE

30,00%

J/V AKTOR SA -MICHANIKI SA - MOCHLOS SA - J/V ASFALTIKON PATHE

GREECE

28,00%

J/V MOCHLOS SA – ATHINAIKI TECHNIKI SA – CONTRACTOR J/V PANTHESSALIA STADIUM NEA IONIA

VOLOS

GREECE

50,00%

J/V MICHANIKI SA - J&P - AVAX SA – ATHINA SA - MOCHLOS SA - EGNATIA ODOS. ANTHOCHORI METSOVO

NODE

GREECE

34,46%

J/V - MICHANIKI SA - MOCHLOS SA – OLYMPIC VILLAGE

GREECE

49,00%

J/V MOCHLOS SA / ATHINAIKI TECHNIKI SA - ATHINAIKI TECHNIKI SA – INTRACOM SA - CONTRACTOR J/V

PANTHESSALIA STADIUM NEA IONIA VOLOS

GREECE

33,00%

J/V MOCHLOS SA - ΑΤΤΙCΑΤ SA - VIOTER SA - EGNATIA ODOS COMPLETION WORKS FROM IGOUMENITSA

NODE TO SELLON NODE

GREECE

40,00%

J/V MOCHLOS SA - ATHINA SA – DODONI

GREECE

50,00%

J/V MOCHLOS SA - ATHINA SA. – TUNNEL Σ2

GREECE

50,00%

J/V MOCHLOS SA - TEO SA. – AKTIO TOLLS

GREECE

49,00%

J/V MOCHLOS SA - TEO SA -- HIGHWAY MAINTENANCE PATRAS BYPASS

GREECE

49,00%

Furthermore, taking into account that the Company prepares consolidated financial statements, this Report is

unified, with the main reference made on the corporate and consolidated financial data of the Company and its

affiliated companies. The Report is included as is, together with the Financial Statements of the Company and

the other legally required data and statements in the annual financial report for the year 2022.

The thematic sections of the Report and their content are as follows:

SECTION Α

SIGNIFICANT EVENTS AND DEVELOPMENTS

The global economy is experiencing a period of extreme uncertainty. The pandemic has resulted in a severe

economic contraction and unprecedented disruption of both domestic and cross-border supply chains.

The countries were forced to implement significant fiscal support measures to address this unprecedented crisis,

resulting in a significant increase in public debt as a percentage of GDP almost globally.

However, one the countries were ready to address the rising inflation, the long lasting Russian-Ukrainian conflict

has reversed the positive projections. Both countries are key global sources of energy, raw materials, metals,

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 7

and agricultural products supply. The war and excessive demand in line with the adverse effects of the climate

change, a severe slowdown in the Chinese economy, and disruptions in the supply chain from China, mainly

due to measures against Covid-19, have led to a price boom and market shortages.

This combination has possibly fueled the start of an inflationary vicious cycle that is still ongoing. As a result,

the annual rate of inflation currently ranges between 8% and 12% in developed countries, which is the highest

rate recorded in recent decades.

Given that there is no apparent intention of the governments to implement a contractionary fiscal policy, the

burden of correcting inflation will inevitably and excessively fall on monetary policy, with measures to reduce

liquidity in the market and a sharp rise in interest rates. These measures will lead to a slowdown in the economy,

possibly resulting in an economic recession and rising unemployment. Such effects may work beneficially to

curb inflation, especially in the countries where the main issue is excessive demand.

There are two major complications that make handling the inflationary explosion complex. The first issue is that

inflation in the USA is mainly a result of excessive demand, leading to an overheated economy and very low

unemployment rates. In contrast, in the Eurozone, inflation is largely caused by supply disruptions, energy and

food dependence on Russia and Ukraine, and the consequent dramatic increase in energy costs (for example,

the price of natural gas has increased by 400% since 2021), as well as the chronic structural weaknesses of the

European economy. Addressing the problem does not require the same treatment in every country, and a

different mix of economic policies and structural reforms is needed, particularly in the Eurozone, where the

course of energy, raw material, and food costs will play a key role.

A second serious issue is the significant revaluation of dollar, by over 15%, against almost all the currencies in

the recent months. This has fueled inflationary pressures on the European economy, while transferring the

inflationary problem to developing countries, which has made domestic interest rate increases the only option,

thus leading to international borrowing becoming prohibitively expensive. As a result, it has led to capital

outflows and the inevitable increase in the cost of servicing their mostly dollar-denominated foreign debt.

It is estimated that it will take at least two to three years before the contractionary monetary policy measures

can tame inflation in developed countries to acceptable levels, such as 2%-3% per year. This will only happen

if these measures are accompanied by a slowdown in raw material and energy costs, implementation of fiscal

stabilization measures, and avoidance of incorporating inflation into wage increases. The countries that produce

and export energy, raw materials, and agricultural products are the big winners of the current situation. On the

other hand, the big losers are the countries that have a high degree of dependence on these goods from abroad,

primarily Europe.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 8

In the eurozone, countries such as Greece, which have experienced a higher-than-average inflation rate (10%)

in recent months and chronically low productivity, are facing the risk of losing competitiveness and suffering

from weakened economic prospects. Meanwhile, countries like Greece and Italy, which have high debt-to-GDP

ratios, may benefit in the short term from the erosion of the value of their debt due to inflation, but in the long

term, this gain will be largely offset by the increased cost of refinancing their large debt.

The Greek economy is expected to experience a significant increase in GDP in 2023, estimated to be close to

6%, with the approval of the Commission and the Bank of Greece. This growth rate will be one of the highest

in the eurozone, which is currently experiencing a recession. However, despite this positive outlook, inflation in

Greece is expected to remain above 10% in 2023. The year 2023 may prove to be challenging, with a steep

decline in GDP growth rates, possibly ranging from 1% to 2%. On the positive side, inflation is projected to slow

down to approximately 6% to 7%. Finally, inflation, crisis and recession intensify nationalism, introversion and

xenophobia.

Notwithstanding the problems arising from globalization and internationalization of markets, as well as the

Eurozone operation, corrective interventions are needed. A return to the past, to closed and protected markets,

statism, toxic climate for immigrants and diversity, serious weakening of the Eurozone which is in progress, will

seriously damage our medium-term interests because our prosperity is strengthened by foreign investment and

funds, foreign visitors, residents and workforce.

In the aforementioned context, the Group's Management is called upon to implement a series of actions, which

are effective in significant areas of operation, such as: health and safety, staff training, liquidity, addressing any

potential risks. Following the disposal of the Porto Carras Group companies, operating in the tourism segment,

the Group's operations in this segment are limited and therefore the effects of the aforementioned factors are

not significant.

DEVELOPMENTS PER OPERATING SEGMENT FOR THE PERIOD

The parent company TECHNICAL OLYMPIC, as a holding company, continues to monitor and coordinate all the

Group companies, both existing and those to be established, to provide them with administrative, advisory, and

operational support. It also defines and supervises the goals and projects undertaken to implement, as well as

ensuring organic and functional synergy across various department. Expansion into new business segments, as

well as further strengthening of the Group's presence in segments where it is already operating, will be

implemented through subsidiaries and sub-subsidiaries.

The Group mainly operates in Shipping, Loan Management, Real Estate Investment and Development, Tourism

(mainly management of marinas), and Construction segments.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 9

SHIPPING

Regarding the Group’s activity in the shipping segment, the sub-subsidiary company T.O. SHIPPING LTD was

established and domiciled in Cyprus, which is by 100% controlled by the company HOLDINGS INTERNATIONAL

LTD., a 100% subsidiary of the Company. In the context of the above, the sub-subsidiary T.O SHIPPING LTD

in collaboration with other companies/investors (equity partners) participates in the establishment of companies

which will then acquire participation (majority and/or minority, direct and/or indirect) in newly established ship-

owning company which will proceed with the acquisition of every vessel.

The Group’s strategic choice, in the context of its activity in the shipping segment, is to take advantage of any

opportunities presented in the acquisition of vessels in order to generate satisfactory income for the Group from

the vessel operation as well as the respective fare agreements, combined with a potential resale in the future.

It already participates indirectly with a percentage of 15% in 6 companies owning an equal number of vessels

and directly with a percentage of 85% in a company owning one vessel (ROMA HOLDING LLC). The last

acquisition was performed in March 2021, and since then, the Company has not made another investment due

to the increase in its costs.

On 30/3/2022, an amendment to the loan agreement was signed between Macquarie and Roma Holding LLC to

convert the floating interest rate from Libor +margin to a fixed interest rate plus margin with a parallel, under

conditions, reduction of the margin. Also with this amendment, the intermediate annual capital installments

were reduced with an equal increase in the last installment (balloon payment). The above event particularly

helped to contain the cost of borrowing given the increase in interest rates observed.

The Cyprus-based sub-subsidiary of "TECHNICAL OLYMPIC S.A.", under the title "T.O. SHIPPING LTD" (a 100%

subsidiary of the company T.O. INTERNATIONAL HOLDING LTD), collected from its subsidiaries in 2022 and

specifically on 23/2/2022 the total amount of $ 1,027.5 million regarding dividend distribution of the 4th quarter

2021, following approval of the respective Board of Directors on 2/2. Moreover, in 2022, the total amount of $

3.525 million regarding the distribution of corresponding dividends of quarters 1st, 2nd, 3rd of 2022 arising from

the exploitation of the vessels, following approval by the respective Board of Directors on 25/5, 1/9 & 14/11

/2022.

TOURISM

In the tourism segment, the Group continued its operations through the company SAMOS MARINES SA, which

operates the homonymous Marina in Pythagorio Samos.

The Management intends to proceed with new investments in the marina area in order to increase its efficiency,

taking advantage of the positive conductions prevailing in the segment.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 10

The parent company TECHNIKI OLYMPIAKI, as a holding company, will continue to monitor and coordinate all

the Group companies, existing and those to be established, provide them with administrative, advisory and

operational support, define and supervise the goals and projects that have undertaken to implement as well as

to ensure the organic and functional synergy of the various branches.

LOAN MANAGEMENT

On 28/1/2021, the Group established the company PFC PREMIER FINANCE CORPORATION LTD, domiciled in

Cyprus, which will operate through participation acquired in early 2022 in an already licensed company in Greece

in the market of non-performing loans.

More specifically, on 27/4/2021 the Cypriot company "PFC PREMIER FINANCE CORPORATION LTD" (100%

subsidiary of TO INTERNATIONAL HOLDING LTD and consequently, a sub-subsidiary of "TECHNICAL OLYMPIC

SA") agreed to acquire 50% of the Irish company "Mount Street Hellas Holdco Limited" from the Irish company

"MOUNT STREET HELLAS INVESTMENTS LIMITED". The following companies are by 100% owned by the

acquired company:

• "MOUNT STREET HELLAS ADVISORY LIMITED", an Irish company established as a branch in Greece and

• "MOUNT STREET HELLAS S.A.M.R.L.C", a Greek sole proprietorship licensed as a loan servicer.

The agreement was completed as mentioned below at the beginning of 2022 and has no effect on the financial

sizes of the closing year. With the acquisition, the company acquired 2 of 5 seats of the Board of Directors of

the company "Mount Street Hellas Holdco Limited".

The sub-subsidiary of "TECHNICAL OLYMPIC S.A." domiciled in Cyprus, under the title T.O. INTERNATIONAL

HOLDING LTD acquired 100% of the shares of the Cypriot company "NOVAMORE Limited" from the Cypriot

company "VEL INVESTMENT FUND AIFLNP V.C.I.C. LIMITED" on 5/1/2022 according to a private agreement.

The company "NOVAMORE Limited" owns receivables arising from loan agreements secured by personal

guarantee and collateral. The management of receivables arising from the loan agreements has been assigned

to the loan and credit receivables management company under the title "MOUNT STREET HELLAS SOLE

SHAREHOLDER LOAN RECEIVABLES AND LOANS MANAGEMENT COMPANY". The consideration for the

acquisition of the above shares stood at € 12,500,000.

On 01/12/2022, "TECHNICAL OLYMPIC S.A." acquired, from its 100% sub-subsidiary established in Cyprus

under the title "NOVAMORE Limited", all the receivables arising from the loan agreements secured by personal

guarantee and collateral. The management of receivables arising from the loan agreements has been assigned

to the loan and credit receivables management company under the title "MOUNT STREET HELLAS SOLE

SHAREHOLDER LOAN RECEIVABLES AND LOANS MANAGEMENT COMPANY". The consideration for the

acquisition of the above assets stood at € 4,770,000. No profit or loss has arisen.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 11

REAL ESTATE MANAGEMENT

In the context of the announced investment plan, on 9/2/2022, “TECHNICAL OLYMPIC S.A." participated in the

auction of a three-story commercial building and two basement floors of total area 4,267 m2 on a plot of land

of 4,570 m2, located at the 2nd km of Vari Avenue - Koropi in Koropi, Eastern Attica. The Company bid for

€2,512,000 and based on the contract 13278 dated 6/4/2022, was registered under registration number 8862

on 15/4/2022 at the Attica Land Office.

CONSTRUCTION SEGMENT

Since the beginning of 2022, the Group continued its operations in the construction segment through the

subsidiary "T.O. CONSTRUCTIONS S.A.", arising from the construction segment regarding the company PORTO

CARRAS S.A., started on 30/09/2019 and completed on 11/05/2020, when it was contributed. The Group

continued to make efforts to manage and financially terminate the projects that its subsidiaries had previously

undertaken. The entire construction activity, from 30/09/2019 (date of split) onwards is carried out on behalf

of the new company "T.O. CONSTRUCTIONS SA » which is registered in the register of Contractors in the 6th

General Class after the re-examination process by the MEEP. The Group completed all the public works

undertaken in Greece.

On 31.12.2022, the contractual time (24 months) for the mandatory maintenance of the project "Settlement of

Eschatia Stream section 1 (from Ilion square to the junction of Efpyridon pipeline)" expired, therefore the

immediate start of the final acceptance procedures is expected (formation of a relevant committee, preparation

and approval of final delivery protocol). Following the aforementioned approval, the performance guarantee

letters will be returned in approximately 4-5 months.

Regarding Nea Koiti Sperchiou - End of AK Roditsa of the PATHE axis which has been finally accepted on

16/08/2019, we note that on 14/01/2022 the 37th pre-final account amounting to € 1,373,049 was approved

(excluding VAT), and collected on 01/06/2022.

The construction company Τ.Ο. CONSTRUCTIONS S.A. completed the project: "Rehabilitation - Reconstruction

of the section of the National Road Galicea Mare - Calafat", whose final acceptance is expected on17/07/2023.

The company Aktor ATE following public tenders conducted by "EGNATIA ODOS SA" and under the contractual

agreements as of 09.07.2004, 17.06.2005 and 21.07.2006 became (respectively) a contractor of the following

public works:

• “Egnatia Odos: Completion works of the section from Metsovo junction to Panagia junction (3.203.5.2),

Contract code 1035) “

• "Egnatia Odos: Construction of Bridges C7 and C8 (3.5.102, Contract code 1111".

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 12

• "Egnatia Odos: Construction of a right branch from the exit of the Anilio tunnel to the exit of the

Malakassi B tunnel (3.3 - 3.5.1, Contract Code 1122)".

Thereafter, the contractor company (Aktor ATE) under the "back to back" type subcontracting contracts from

01.11.2004, 26.08.2005 and 21.12.2006, awarded to the societe anonyme under the title "MOCHLOS SA"

(whose universal successor which is the company TO Constructions SA), the subcontracting execution of part

of the works of the above main contracts.

In the sections subcontracted by "MOCHLOS SA" disputes arose with the Project Owner (EGNATIA ODOS SA)

regarding the measurement of the paid works, resulting in corresponding court disputes, which after the

completion of the preliminary hearing, were brought to the Five-Member Court of Appeal of Larissa.

In the context of the specific disputes, Num. 126/2018, 205/2018, 224/2018, 77/2019, 63/2020, 64/2020 and

65/2020 final decisions of the Five-Member Court of Appeal of Larissa (those Num. 63/2020, 64/2020 and

65/2020 have become irrevocable) were issued, partially accepting the respective appeals of AKTOR SA, and

the relative amounts were awarded, according to the terms of the subcontracting contracts. Therefore, TO

Constructions S.A. received the corresponding amount of € 3,446,898 in 4 installments – the last one on

16/12/2022

OTHER SIGNIFICANT DEVELOPMENTS FOR THE PERIOD

Disposal of subsidiaries operated in PORTO CARRAS Group

As announced on 15/4/2020, the shares of the companies operating in the PORTO CARRAS complex of

HALKIDIKI were sold. The amount arising from the MoU, in which the group was valued on 31/12/2019 and

was recorded in the item of the consolidated financial statements "Non-current assets held for sale" stood at €

229 million (gross value: € 276 million). On 15/4/2020, date of sale, the value of the group was adjusted to the

final sale price, i.e. € 189 million (gross value: € 224 million).

The final consideration will adjust the Initial Adjusted Transaction Consideration taking into account the

inventory, cash and equivalents (+) and liabilities (-) of every transferred subsidiary determined by an

independent consultant on 15/04/2020.

In order to calculate the provisional result (loss of € 3.5 million - of which € 32.4 million in 2020), arising from

the sale of these subsidiaries, in the Group’s Financial Statements, the initial adjusted transaction consideration

has been taken into account deducting the amount paid for the repayment of loan obligations and deducting

the liabilities of the subsidiaries that have been paid through the escrow account until the date of approval of

the financial statements as well as the remaining amount to be paid for in the case of time shareholders.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 13

Regarding the calculation of the adjustment of the final price (Price Adjustment) of the transaction of the shares

of PORTO CARRAS SA and KTIMA PORTO CARRAS SA, MARINA PORTO CARRAS SA and GOLF PORTO CARRAS

SA and in accordance with the provisions of the relevant terms of the respective Share Purchase Agreement

(SPA), on 5/4/2021 the Independent Advisor (IA) of the company DELOITTE delivered to the sellers (group of

TECHNICAL OLYMPIC) and the acquirer (BELTERRA group) the Completion Statement as of 5/4/2021.

According to the conclusion of the initial Independent Advisor (IA) dated 5/4/2021, from the total consideration

of €168,887.34 k, €70,785.81 k should be deducted for financial and other obligations. Thus, the final

consideration of the sale for the selling companies according to the conclusion amounts to €98,101.53 k.

From the amount €70,785.81 deducted from the consideration, according to the conclusion of the initial IA,

€47,823.11 have already been withheld, which concern financial obligations. An amount of €18,161.79 relating

to other obligations has also been released from the escrow account in favor of the buyer. Therefore, based on

the conclusion of the /initial IA, the buyer is expected to collect, from the escrow account, €4,800.91 k.

From the total consideration €98,101.53 k according to the conclusion of the initial IA, the selling companies

have already collected cash during the sale of €56,970.99 k. Moreover, €23,129.06 has been released from the

escrow account in favor of the selling companies. Therefore, based on the conclusion of the initial IA, the sellers

are expected to collect, from the escrow account, €18,001.48 k.

As at 29/03/2023, a total amount of €22,549.1 k remains reserved in the escrow account to cover the receivables

of the selling companies and the purchasing company.

On 31/5/2021 the sellers and the acquirer submitted to the IA their objections against the aforementioned

Completion Report. On 28/6/2021 the sellers informed DELOITTE and the acquirer that they are appointing as

the 2nd Independent Advisor (Second Independent Advisor), the company PwC Business Solutions S.A. (PwC).

On 29/6/2021 the acquirer informed DELOITTE and the sellers that it appoints Ernst & Young Single Member

Societe Anonyme as the Second Independent Advisor.

The start of cooperation of the three I.A., according to the relevant forecasts of SPA s, took place on 1/11/2021.

It was considered, in view of the nature and peculiarities of the project, as a possible date for the issuance of

the final completion statement, if there is a convergence of views, in the middle of March 2022. On 28/3/2022

based on the progress of the works are now considered as a possible date for the issuance of the final completion

statement, if there is a convergence of views and without prejudice, at the end of April 2022.

In any case, and given that the above estimate was not at all binding according to Deloitte (in particular, it

stated that the completion of the project depended on a multitude of factors, but also on factors that also

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 14

concerned the 2nd independent consultants appointed by the parties), Deloitte would inform us by 10/06/2022

whether it is considered feasible to complete the 2nd phase.

DELOITTE advised that it would complete its work by 10/06/2022 and that the remaining pending completion

of the 2nd Independent Consultants phase did not depend on its own actions, but on EY's actions (in particular,

comments were expected in seven cases from EY).

On 21/07/2022 DELOITTE informed the two sides about the results of the 2nd phase of the three I.A. sending

the relevant minutes of the meetings between them, informing at the same time that for 17 objections from the

sellers and 6 objections from the buyer, the latter did not instruct EY to participate in the discussions on its

behalf, with the result that these objections will not be examined at this stage by the three I.A. Of the remaining

objections, minimal and of minor financial importance were unanimously accepted.

On 27/07/2022, the sellers requested in writing from the buyer to jointly appoint KPMG as the 3rd IA, within 10

days from the aforementioned notification date of 21/07/2022 of the results of the 2nd phase, in accordance

with the relevant conditions of SPA, i.e. until 31/08/2022.

On 08/08/2022 the buyer, instead of another answer, proposed in writing to the sellers, before the appointment

of the 3rd I.A., that a negotiation between the two parties should take place in order to limit the issues that

remain pending, either due to their non-discussion (as above, due to own fault), or due to non-joint acceptance

of the relevant objections on both sides, proposing a start date of the negotiation 28/08/2022. The sellers

replied in writing that they agree to participate in this effort, suggesting 29/08 and 30/08/2022 as possible

dates. On 31/08/2022, the buyer replied that it reserves the right to check the availability of its senior executives

and shall get back. Since the buyer did not come back, on 08/09/2022 the sellers sent a reminder email. Until

21/09/2022 the buyer had not cooperated in the promotion of the procedure.

Therefore, on 11.11.2022, the selling companies submitted an application to the International Chamber of

Commerce (ICC) for its appointment of the third IA, in accordance with the more specific conditions provided

for in the SPA. Following the above and after consultation with the purchasing company, on January 9, 2023,

an NDA is signed between the sellers of the purchasing company and the 3rd IA (KPMG).

Porto Carras time-sharing holders

The former subsidiary of Porto Carras SA had been involved in litigation regarding the issue of time-sharing,

concerning time-sharing holders (before Technical Olympic SA acquired it), who in the 1990s had bought a

timeline that allowed them for 50 years to stay in rooms of the hotel VILLAGE INN for one week a year, which,

when Technical Olympic SA Group bought from the NATIONAL BANK OF GREECE the shares of the company

POTIDAIA SA (later PORTO CARRAS SA), it did not accept as these liabilities belonged to the liabilities and not

to the transferable assets of the company placed under special liquidation of T.GE.A.E. The assets in question

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 15

had been transferred to the company POTIDAIA in the context of the special liquidation. Therefore, any claims

made by time-sharing holders should have been settled during the special liquidation.

A settlement has been achieved except for 6 cases of time-sharing holders who have not yet been compromised,

of which one who, although had agreed, has not yet joined the partnership in the relevant procedure and five

who have passed away and it has not been possible to find the final heirs (for four of them a renunciation of

inheritance has been applied).

It is to be clarified that based on the Share & Purchase Agreement (SPA) of PORTO CARRA as of 15/4/2020,

the obligation to pay the amounts due to the time-sharing holders leaseholders falls on the selling companies.

Termination and liquidation of the company Technical Olympic Airlines SA

On 11/10/2022, an Extraordinary General Meeting of the shareholders was held and decided the termination

and liquidation of the company and the appointment of the following liquidators: a. Ioannis Giannakopoulos, b.

Konstantina Alexopoulou and c. Christos Zikos. The General Meeting authorized the liquidators to carry out an

inventory report of the company's assets, to publish a balance sheet for the start of liquidation, which they

should submit to G.E.MI., and to comply with all the publicity formalities required by Law 4548/2018, to complete

the company’s pending affairs, to pay off its debts and satisfy creditors, to collect its receivables, to convert

corporate property into cash, to pay surplus to the shareholders of the company and in general to perform any

act necessary by law for realization of the objective of the company’s liquidation. The company’s liquidators

presented with the liquidation management report the financial statements of the Company to the shareholders,

for the period 1/1-18/10/2022. This report was prepared in accordance with Article 150 of Law 4548/2018.

The company’s course of development is presented in the financial statements for the period 01/01-18/10/2022

as the basic financial sizes were formed as follows:

• Turnover as well as gross results of the period 01/01-18/10/2022 as well as of the corresponding previous

fiscal year 2021 were zero.

• The company's results before tax for the period 01/01-18/10/2022 amounted to loss of € 6 k compared to

loss of € 6.9 k in 2021.

• Net results after tax of the company for the period 01/01-18/10/2022 amounted to loss of € 6 k compared

to loss of € 6.9 k in 2021.

On 19/10/2022, the decision of the G.E.MI. Service under num. 9977/19-10-2022 which approved the

termination of the company was registered at G.E.MI. Following the registration of the decision, the FY 2022

ends on 18/10/2022 (1/1/-18/10/2022) and Start date of Liquidation is 19/10/2022. The Notice of Registration

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 16

of General Meeting Minutes for the approval and publication of Financial Statements 01.01- 18.10.2022 was

posted in the G.E.MI. The next and final stage is the completion of the liquidation. The Liquidators aim to

complete the liquidation within 2023.

Significant events that took place and their effect on the 2022 financial statements.

Treasury shares acquisition plan

The Regular General Meeting held on 5/7/2022 approved a) revocation of the decision to acquire treasury shares

as of 26.02.2021 and b) acquisition in accordance with Article 49 of Law 4548/2018 of treasury shares at a rate

of up to 10% of the company’s share capital within a period of 24 months from the date of approval and with

a price range from € fifty cents (€ 0.50) to € three (€ 3.00) per share.

The shares are acquired for any legal purpose. In implementation of the above decision, the company, within

2022, acquired 601,047 treasury shares amounting to € 1,024,889.96 with an average acquisition price of €1.70.

Thus, the company now holds 646,133 treasury shares, which correspond to 1.59% of its total shares.

Auditor’s election

The Regular General Meeting of the Company's shareholders as at 5/7/2022, decided, inter alia, the appointment

of the auditing firm "GRANT THORNTON SA CHARTERED ACCOUNTANTS MANAGEMENT CONSULTANTS" for

the audit of financial statements and the issuance of the corresponding tax certificate for the current corporate

year 2022, based on the relevant proposal of the Audit Committee under Article 44, Law 4449/2017

GENERAL MEETINGS OF THE GROUP’S SUBSIDIARIES

Τ.Ο. CONSTRUCTIONS S.A.

On 29/8/2022, the Regular General Meeting of the shareholders, among other things, decided on the election

of the auditing firm "GRANT THORNTON SA Chartered Accountants Management Consultants", for the audit of

the financial statements as well as the issuance of the respective tax certificate for the corporate year 2022.

SAMOS MARINES PORT AND MARITIME OPERATIONS - TOURISTIKI SA

On 26/8/2022 the Regular General Meeting of shareholders decided, among other things on the following issues:

1. Appointment of the auditing firm " GRANT THORNTON SA CHARTERED ACCOUNTANTS MANAGEMENT

CONSULTANTS", for the audit of the financial statements as well as the issuance of the respective tax

certificate for the corporate year 2022

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 17

2. The unanimous replacement of the resigned member of the Board of Directors, Mrs. Vasiliki Routis,

father’s name Anastasios, with Mrs. Styliani Stengou, father’s name Konstantinos, Civil Engineer –

E.D.E., resident of Ano Kalamaki, Municipality of Alimos, Attica (Solomou 20), I.D. Num. P551433.

3. The other members of the Board of Directors and its term of office remain the same, as defined in the

decision of the Regular General Meeting of the Company's Shareholders held on 24/08/2021.

SECTION Β

FINANCIAL DEVELOPMENT AND PERFORMANCE DURING THE REPORTING PERIOD

The Group’s course of operations is reasonably presented in the Financial Statements as of December 31, 2022,

as the key financial sizes were as follows:

Consolidated turnover from continuing operations for the year 2022 amounted to € 13,971 million compared

to € 6.816 million in the previous corresponding year 2021. The increase is due to the charter sales of the

subsidiary ROMA HOLDING LLC.

Respectively, corporate turnover in 2022 amounted to € 0.264 million compared to € 0.364 million in 2021.

Consolidated gross results from continuing operations for the year 2022, were profitable and amounted to

€ 3.652 million against profit of € 0.356 million in the corresponding period 2021. Respectively, separate gross

results for 2022 amounted to loss of € 0.527 million against loss of € 0.464 million of the comparative year.

Consolidated EBITDA from continuing operations for the closing year 2022 were positive and amounted

to profit of € 6.60 million against profit of € 1.16 million in 2021. Separate EBITDA for 2022 amounted to loss

of € 1.73 million against loss of € 1.25 million in 2021.

The Group’s financial cost increased from € 1.42 million to € 1.84 million while, respectively, the corporate

level financial cost decreased to € 0.29 million from € 0.26 million.

Consolidated EBT from continuing operations for 2022 amounted to profit of € 2.45 million against loss

of € 2.33 million in 2021. Respectively, separate EBT for 2022 amounted to loss of € 1,97 million against loss of

€ 1.92 million in the comparative year.

Consolidated earnings after tax for 2022 amounted to profit of € 1.30 million against loss of € 4.30 million

in the comparative year, while respectively in 2022, separate net results after tax amounted to loss of € 2.27

million compared to loss of € 2.19 million in the comparative year.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 18

The Group’s total Equity amounted to € 190.25 million compared to € 154.35 million in the previous year 2021.

Respectively, the Company’s total equity amounted to € 191.34 million against € 163.22 million in the previous

year 2021.

The Group’s total non-current assets increased to € 159.64 million compared to € 111.80 million in the

previous year 2021, mainly due to the valuation of subsidiary ROMA vessel. Respectively, the Company’s total

non-current assets amounted to € 204.25 million compared to € 164.25 million in the previous year 2021.

The Company’s and the Group’s income tax from continuing operations mainly concerns deferred tax. The tax

expense for the Group and the Company amounted to € 1.15 million and € 0.30 million, respectively, against

tax expense of € 0.84 million and € 0.26 million respectively in the comparative period.

Alternative Performance Measures Indicators (“APMIs”)

In the context of implementing the Guidelines of the European Securities and Markets Authority

(ESMA/2015/1415el) applied from 3 July 2016 to the Alternative Performance Measures Indicators (APMIs).

Group

Company

PERFORMANCE RATIOS

note

01/01 -

31/12/2022

01/01 -

31/12/2021

01/01 -

31/12/2022

01/01 -

31/12/2021

Net EBITDA / Equity

3,5%

0,7%

-0,7%

-0,8%

Net results after tax / Total Revenue

9,3%

-46,5%

-758,2%

-601,1%

Net results after tax / Equity

0,7%

-2,1%

-0,9%

-1,3%

CAPITAL GEARING RATIO

31/12/2022

31/12/2021

31/12/2022

31/12/2021

Equity / Total liabilities

492,9%

370,7%

777,7%

1006,5%

DEBT RATIO

31/12/2022

31/12/2021

31/12/2022

31/12/2021

Total liabilities / Total equity and liabilities

16,9%

21,2%

11,4%

9,0%

Equity / Total equity and liabilities

83,1%

78,8%

88,6%

91,0%

PROFITABILITY RATIO

01/01 -

31/12/2022

01/01 -

31/12/2021

01/01 -

31/12/2022

01/01 -

31/12/2021

Gross Profit Margin:

Gross profit (loss) / Total income

26,1%

5,2%

-199,5%

-127,4%

Net EBITDA / Total income

47,2%

17,0%

-655,7%

-342,5%

E.B.Ι.T.:

EBIT / Total income

5,2%

-26,3%

-783,5%

-409,1%

E.B.T.:

EBT / Total income