5.

NOTES TO FINANCIAL STATEMENTS

5.1.

General information about the Company

The Company TECHNICAL OLYMPIC S.A. was established in 1965 as a Private Limited Company under the

name “PELOPS Studies & Constructions Technical Company S.A. – K. Galanopoulos and K. Stengos” with its

registered offices in Patra. In 1967, it changed its legal form to a société anonyme under the title “PELOPS

S.A.”. In 1980 it changed its name to “ TECHNICAL OLYMPIC S.A. ”. The company’s headquarters are in the

Municipality of Alimos, Attiki (20, Solomou Str., Ano Kalamaki) and it is registered in the Société Anonyme

Register (S.A. Reg.) under number 6801/02/Β/86/8. The term of the company has been set to 57 years, i.e.

until 22/12/2037.

The initial activities of the Company during 1965 - 1970 were the study and construction of national and local

road in Ilia and Achaia Prefecture, as well as the construction of various private construction projects in the

area of Patras. Since 1971 the Company made a dynamic entry into other categories of construction works,

made substantial investments in mechanical equipment and in construction of any kind of works (irrigation,

hydraulic, sewage, harbour facilities, road constructions, buildings, electromechanical, etc.). Over the years that

followed, the Company continued its development policy by proceeding to significant investments in fixed asset

equipment, acquisition of shares and establishment of companied with the same or similar scope of operations

in Greece and abroad.

TECHNICAL OLYMPIC S.A. participates in a number of companies that are active in the construction of public

and private projects, residences, exploitation and management of Samos Marina and, till 15/4/2020 - tourism

and hospitality in general (operation and management of three hotels, golf facilities, operation and

management of a yacht marina, etc.), in development of real estate in Greece and abroad.

In summary, the basic information about the Company is as follows:

Composition of the Board of Directors

Konstantinos Stengos (Chairman of the BoD)

Georgios Stengos (Chief Executive Officer)

Marianna Stengou (Appointed Member)

Marina Giotaki (Non-Executive Member)

Athanasios Klapadakis (Deputy BoD Chairman, Non-Executive

Member)

Spyridon Magliveras (Independent, Non-Executive Member)

Dimitrios

Vassilopoulos

(Independent,

Non-Executive

Member)

VAT Tax Registration Number

094105288

GEMI number

124004701000

SCOPE OF OPERATIONS

TECHNICAL OLYMPIC has created a strong center for the management of participations in the domains of its

operation. More specifically, the Company is active as follows:

•

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

has already been 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).

•

In management, exploitation and indirect construction of marinas through the companies SAMOS MARINES

S.A.

•

In the REAL ESTATE construction segment – investment property - through its participation in the

companies TOURIST DEVELOPMENTS SA PORTO CARRAS SA in Greece, EUROROM CONSTRUCTII SRL in

Romania.

•

In the construction segment through its subsidiary T.O. CONSTRUCTION S.A. This company has the

highest degree public works classification, held by PORTO CARRAS, contributed to it together with the

construction segment during its spin-off.

TECHNICAL OLYMPIC S.A. is the Group’s neuralgic knot, monitoring and coordinating all the companies,

determining and overseeing the goals and the projects undertaken and securing the organizational and

operational synergy of the different segments.

Following the disposal of the shares of the companies included in PORTO CARRAS complex of CHALKIDIKI, the

group’s strategy for the next period primarily has the following objectives:

•

Expansion of the Group's activities both - domestically and overseas - in tourism, "green" energy and Real

Estate - Investment and / or Development. The Group aims at utilizing its know-how combined with its

current significant liquidity, seeking to find and exploit investment and development opportunities in the

above segments.

•

Valuation and participation on a case-by-case basis of investment projects in the wider maritime segment.

•

Continuation and completion of public works in Romania that it has undertaken and are currently in

progress. In addition, valuation and participation on a case-by-case basis in co-financed construction

projects (concession projects or PPP projects).

5.2.

Framework for preparation of financial statements and accounting principles

5.2.1.

Basis for Presentation

The Company’s annual consolidated and separate financial statements

as of December 31, 2023 (hereinafter

the Financial Statements) covering the annual period from January 1 to December 31, 2023 have been

prepared in accordance with the International Financial Reporting Standards (hereinafter IFRS)

as issued by

the International Accounting Standards Board (IASB) and according to their interpretations, which have been

published by the International Financial Reporting Interpretations Committee (IFRIC) of IASB and adopted by

the European Union by December 31st, 2023. All the revised or newly issued Standards and Interpretation

applicable to the Group and effective as at December 31st, 2023 were taken into account under the preparation

of the financial statements for the current year to the extent they were applicable. No Standards have been

applied before their effective date. The relevant accounting policies, summarized in Note 6, have been

consistently applied to all the presented periods.

The accounting principles applied under the preparation of the financial statements are the same as those

followed under the preparation of the financial statements of the Group and the Company for the year ended

31 December 2022, except adopting amendments to certain standards, mandatory to be applied in the

European Union for fiscal years beginning on 1 January 2023 (see Note 5.3).

The accompanying Financial Statements have been prepared based on the Going Concern principle given that

Management estimates that the Company and its subsidiaries have sufficient resources to ensure their smooth

operation in the foreseeable future.

In particular, taking into account the current and projected financial position of the Group and the Company

and their liquidity levels (including the observance of medium-term budgets), the Management of the Group

and the Company estimates that the use of the going concern principle is appropriate for the preparation of the

accompanying annual financial statements.

5.2.2.

Basis for measurement

The accompanying separate and consolidated Financial Statements have been prepared based on the historical

cost principle, except for tangible assets, investment property, investments in subsidiaries (separate financial

statements), investments in associates and equity instruments, and Financial assets at fair value through other

comprehensive income in associates and equity instruments, measured at fair value.

5.2.3.

Presentation Currency

Presentation currency is Euro (the currency of domicile of the Group’s Parent company) and all the amounts are

recorded in Euro, unless otherwise specified. It should be noted that any differences are exclusively due to

rounding.

5.2.4.

Use of Estimates

Preparation of Financial Statements in accordance with IFRSs requires use of estimates and exercise of

judgments when applying the Company’s accounting principles. Management's judgments, assumptions and

estimates affect the amount at which certain assets and liabilities are measured, the amount recognized in the

course of the fiscal period for certain income and expenses, and the estimates presented for contingent

liabilities.

Assumptions and estimates are assessed on an ongoing basis and in line with historical experience and other

factors, including expectations for the outcome of future events that are reasonably considered under the

circumstances. These estimates and assumptions relate to the future and, as a consequence, the actual results

are likely to be different from the accounting calculations.

During the preparation of these Financial Statements, the significant accounting estimates, judgments and

assumptions relating to future and other principal sources of uncertainty at the date of preparation of the

financial statements , which carry a substantial risk of causing significant changes in the amounts of assets and

liabilities within the next fiscal year, remained the same as those applied and in force at the time of preparation

of the annual financial statements of December 31, 2022. The Group's accounting principles are consistent with

those applicable to the Annual Financial Statements of December 31, 2022. Areas, requiring the highest degree

of judgment and the areas in which estimates and assumptions have a significant impact on the consolidated

financial statements are presented in Note 5.5 to the Financial Statements.

5.3.

New Standards, Interpretations, Revisions and Amendments to existing Standards that

are effective and have been adopted by the European Union

The following new Standards, Interpretations and amendments of IFRSs have been issued by the International

Accounting Standards Board (IASB), are adopted by the European Union, and their application is mandatory

from or after 01/01/2023.

•

Amendments to IAS 1 “Presentation of Financial Statements” (effective for annual

periods starting on or after 01/01/2023

In February 2021, the IASB issued narrow-scope amendments that pertain to accounting policy disclosures. The

objective of these amendments is to improve accounting policy disclosures so that they provide more useful

information to investors and other primary users of the financial statements. More specifically, companies are

required to disclose their material accounting policy information rather than their significant accounting policies.

The Group and the Company have assessed and amended the disclosure of the accounting policies in

accordance with the guidance of IAS 1. The above have been adopted by the European Union with effective

date of 01/01/2023.

•

Amendments to IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors:

Definition of Accounting Estimates”

(effective for annual periods starting on or after

01/01/2023)

In February 2021, the IASB issued narrow-scope amendments that they clarify how companies should

distinguish changes in accounting policies from changes in accounting estimates. That distinction is important

because changes in accounting estimates are applied prospectively only to future transactions and other future

events, but changes in accounting policies are generally also applied retrospectively to past transactions and

other past events. The amendments do not affect the consolidated and separate Financial Statements. The

above have been adopted by the European Union with effective date of 01/01/2023.

•

Amendments to IAS 12 “Income Taxes: Deferred Tax related to Assets and Liabilities

arising from a Single Transaction” (effective for annual periods starting on or after

01/01/2023)

In May 2021, the IASB issued targeted amendments to IAS 12 to specify how companies should account for

deferred tax on transactions such as leases and decommissioning obligations – transactions for which

companies recognise both an asset and a liability. In specified circumstances, companies are exempt from

recognising deferred tax when they recognise assets or liabilities for the first time. The amendments clarify that

the exemption does not apply and that companies are required to recognise deferred tax on such transactions.

The amendments do not affect the consolidated and separate Financial Statements. The above have been

adopted by the European Union with effective date of 01/01/2023.

•

Amendments to IAS 12 “Income taxes”: International Tax Reform – Pillar Two Model

Rules (effective immediately and for annual periods starting on or after 01/01/2023)

In May 2023, the International Accounting Standards Board (IASB) issued amendments to IAS 12 “Income

Taxes”: International Tax Reform—Pillar Two Model Rules. The amendments introduced a) a temporary

exception to the requirements to recognise and disclose information about deferred tax assets and liabilities

related to Pillar Two income taxes and b) targeted disclosure requirements for affected entities. Companies may

apply the temporary exception immediately, but disclosure requirements are required for annual periods

commencing on or after 1 January 2023. Given the above exception, the amendments do not affect

the

consolidated and separate financial statements. The tax legislation for the application of the Pillar Two Model

Rules is expected to enter into force in Greece in 2024. The Group is in the process of assessing the impact that

may arise from the adoption of the Rules. The above have been adopted by the European Union with an

effective date of 01/01/2023.

•

Amendments to IFRS 16 “Leases: Lease Liability in a Sale and Leaseback” (effective for

annual periods starting on or after 01/01/2024)

In September 2022, the IASB issued narrow-scope amendments to IFRS 16 “Leases” which add to requirements

explaining how a company accounts for a sale and leaseback after the date of the transaction. A sale and

leaseback is a transaction for which a company sells an asset and leases that same asset back for a period of

time from the new owner. IFRS 16 includes requirements on how to account for a sale and leaseback at the

date the transaction takes place. However, IFRS 16 had not specified how to measure the transaction when

reporting after that date. The issued amendments add to the sale and leaseback requirements in IFRS 16,

thereby supporting the consistent application of the Accounting Standard. These amendments will not change

the accounting for leases other than those arising in a sale and leaseback transaction. The Group will examine

the impact of the above on its Financial Statements, though it is not expected to have any. The above have

been adopted by the European Union with effective date of 01/01/2024.

•

Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” (effective

for annual periods starting on or after 01/01/2024)

In January 2020, the IASB issued amendments to IAS 1 that affect requirements for the presentation of

liabilities. Specifically, they clarify one of the criteria for classifying a liability as non-current, the requirement for

an entity to have the right to defer settlement of the liability for at least 12 months after the reporting period.

The amendments include: (a) specifying that an entity’s right to defer settlement must exist at the end of the

reporting period; (b) clarifying that classification is unaffected by management’s intentions or expectations

about whether the entity will exercise its right to defer settlement; (c) clarifying how lending conditions affect

classification; and (d) clarifying requirements for classifying liabilities an entity will or may settle by issuing its

own equity instruments. Furthermore, in July 2020, the IASB issued an amendment to defer by one year the

effective date of the initially issued amendment to IAS 1, in response to the Covid-19 pandemic. However, in

October 2022, the IASB issued an additional amendment that aim to improve the information companies

provide about long-term debt with covenants. IAS 1 requires a company to classify debt as non-current only if

the company can avoid settling the debt in the 12 months after the reporting date. However, a company’s

ability to do so is often subject to complying with covenants. The amendments to IAS 1 specify that covenants

to be complied with after the reporting date do not affect the classification of debt as current or non-current at

the reporting date. Instead, the amendments require a company to disclose information about these covenants

in the notes to the financial statements. The amendments are effective for annual reporting periods beginning

on or after 1 January 2024, with early adoption permitted. The Group will examine the impact of the above on

its Financial Statements. The above have been adopted by the European Union with effective date of

01/01/2024.

5.4.

New Standards, Interpretations, Revisions and Amendments to existing Standards that

have not been applied yet or have not been adopted by the European Union

The following new Standards, Interpretations and amendments of IFRSs have been issued by the International

Accounting Standards Board (IASB), but their application has not started yet or they have not been adopted by

the European Union:

•

Amendments to IAS 7 “Statement of Cash Flows” and IFRS 7 “Financial Instruments:

Disclosures”: Supplier Finance Arrangements (effective for annual periods starting on or

after 01/01/2024)

In May 2023, the International Accounting Standards Board (IASB) issued Supplier Finance Arrangements,

which amended IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures. The IASB issued

Supplier Finance Arrangements to require an entity to provide additional disclosures about its supplier finance

arrangements. The amendments require additional disclosures that complement the existing disclosures in

these two standards. They require entities to provide users of financial statements with information that enable

them a) to assess how supplier finance arrangements affect an entity’s liabilities and cash flows and to

understand the effect of supplier finance arrangements on an entity’s exposure to liquidity risk and how the

entity might be affected if the arrangements were no longer available to it. The amendments to IAS 7 and IFRS

7 are effective for accounting periods on or after 1 January 2024. The Group will examine the impact of the

above on its Financial Statements. The above have not been adopted by the European Union.

•

Amendments to IAS 21 “The Effects of Changes in Foreign Exchange Rates: Lack of

Exchangeability (effective for annual periods starting on or after 01/01/2025)

In August 2023, the International Accounting Standards Board (IASB) issued amendments to IAS 21 The Effects

of Changes in Foreign Exchange Rates that require entities to provide more useful information in their financial

statements when a currency cannot be exchanged into another currency.

The amendments introduce a

definition of currency exchangeability and the process by which an entity should assess this exchangeability. In

addition, the amendments provide guidance on how an entity should estimate a spot exchange rate in cases

where a currency is not exchangeable and require additional disclosures in cases where an entity has estimated

a spot exchange rate due to a lack of exchangeability.

The amendments to IAS 21 are effective for accounting

periods on or after 1 January 2025. The Group will examine the impact of the above on its Financial

Statements. The above have not been adopted by the European Union.

▪

Fair value measurement

The Management uses valuation techniques to determine the fair value of financial instruments (when no active

market prices are available) and non‐financial assets. This procedure involves making estimates and

assumptions about the price that market participants would pay to acquire these financial instruments. The

Management bases its assumptions on observable data, but this is not always feasible. In such cases, the

Management uses the best available information for its estimates, based on its past experience and taking into

account available information. Estimated fair values may differ from the actual values that would be made in

the ordinary course of transactions as at the reporting date of the financial statements.

▪

Valuation of owner-occupied and investment tangible assets at fair value

The Group measures Owner-occupied Land, buildings and machinery of the construction segment and

Investment property at fair value. The fair value of property, plant and equipment is determined combining the

discounting future cash flows method regarding cash flows, arising from the use of assets, and the replacement

cost method. The fair value of investment property is determined combining the Comparative Method, taking

into account the factors determining the value of the above property, including comparative sales prices as well

as trends in the economy and property market and discounted cash flows in order to determine value in use of

the CGUs (i.e. every subsidiary or associate). Determination of value in use requires an estimate of the future

cash flows of every CGU and selection of the appropriate discount rate, which will be used to determine the

present value of the aforementioned future cash flows.

▪

Valuation of holdings in subsidiaries, associates and investments in securities at fair value

The Company holds investments in subsidiaries and securities non-listed on an active market, Therefore their

fair value is determined by discounting future cash flows in use with the exception of those whose value is

determined directly depending on the fair value of non-current assets, as they constitute the most significant

component of their assets. Determination of value in use requires an estimate of the future cash flows of every

CGU and selection of the appropriate discount rate, which will be used in order to determine the present value

of the aforementioned future cash flows.

▪

Income Tax

The Group is subject to income tax from various tax authorities. For the determination of the projections for

income tax significant estimations are required. There are numerous transactions and calculations for which the

exact tax determination during the normal course of the company’s activities is uncertain. The Group’s

management admits liabilities for anticipated tax audit issues, based on estimation for the additional tax amount

possibly owed. When the final result from the taxes of these issues, differs from the amount initially recorded in

the financial statements, these differences will affect income tax and the projections on deferred taxation in the

period during which these amounts have been finalized.

▪

Provisions for expected credit losses from trade receivables

The Group applies the simplified approach under the provisions of IFRS 9 for calculation of expected credit

losses. Under the aforementioned approach, provision for impairment is measured at an amount equal to the

expected lifetime loss for the receivables from customers and the contractual assets. The Group has made

provisions for bad debts in order to adequately cover the loss that can be reliably estimated and arises from

these receivables. At every reporting period date, the provision that has been made is adjusted and potential

changes are recognized in the income statement.

▪

Contingent assets and liabilities

The Group is involved in legal disputes and compensations during its normal business activities. The existence

of

contingent liabilities and receivables requires the Management to make assumptions and judgments on an

on‐going basis about the probability that future events will occur or not occur as well as the potential

consequences that these events may have on the Company's and the Group's operations. Determining

contingent assets and liabilities is a complex process that includes making judgments about future events, laws,

regulations, etc. Changes in judgments or interpretations are likely to lead to an increase or decrease in the

Company's contingent liabilities in the future. When additional information becomes available, the Group's

Management reviews the facts based on which it may also be led to revise its estimates.

▪

Useful life of depreciable assets

In order to calculate depreciation, in every reporting period, the Group examines the useful life and residual

value of tangible and intangible assets in the light of technological, institutional and economic developments as

well as the experience arising from their use.

On 31/12/2023, the Management estimates that useful lives

represent the expected usefulness of the assets.

Actual results, however, may differ due to technical gradual depreciation, especially as regards IT equipment

and software.

▪

Provision for personnel compensation

Based on IAS 19, the Group, makes estimates of the assumptions underlying the actuarial valuation of provision

for personnel compensation. The provision amount for personnel compensation is based on an actuarial study.

The actuarial study includes specific assumptions on discount rate, employees’ salary increase rate, consumer

price index increase and the expected remaining working life. The assumptions used involve significant

uncertainty and the Group's management continuously reassesses these assumptions.

5.5.1.2.

Significant judgements

▪

Recognition of revenue from construction contracts

Revenue from contracts with customers and the related receivables from construction contracts reflect

significant management estimates and are determined using the stage of completion method as arising from

the balance between the realized cost and the total estimated cost to the completion of the project. Based on

the IFRS 15 input method, at every reporting date, the construction cost is compared to the total budgeted cost

of the projects in order to determine their completion percentage. The total budgeted cost is based on

estimation procedures and is reassessed and reviewed at every reporting date. The Group makes estimates

regarding the outcome of the contracts and the total budgeted contract cost, based on which the completion

percentage is determined.

When the outcome of a contract cannot be reliably determined (e.g. project is at initial stage), the Group

assesses the outcome to the extent

the assumed cost is likely to be recovered, while the cost is recognized in

the results of the period in which it is incurred.

▪

Acquisition of a 'business' within the meaning of IFRS 3 or acquisition of assets

In line with the provisions of IFRS 3: Business Combinations”, the Group determines whether a transaction or

other event is a business combination by applying the definition in this IFRS, which requires that the assets

acquired and liabilities assumed constitute a business. If the assets acquired are not a business, the reporting

entity shall account for the transaction or other event as an asset acquisition.

IFRS 3 defined “business” as an

integrated set of activities and assets that is capable of being conducted and managed for the purpose of

providing a return in the form of dividends, lower costs or other economic benefits directly to investors or other

owners, members or participants.

5.6

Group Structure

As at 31/12/2023, the Group’s structure is as follows based on consolidation method:

FULL CONSOLIDATION METHOD

Country of

Establishmen

t

%

Participatio

n Equivalent

% DIRECT

PARTICIPATIO

N

% INDIRECT

PARTICIPATIO

N

INDIRECT

PARTICIPATIO

N SUBSIDIARY

TECHNICAL OLYMPIC S.A.

GREECE

PARENT

-

-

-

EUROROM CONSTRUCTII '97 SRL (UNDER

LIQUIDATION)

ROMANIA

100,00%

100,00%

-

-

Τ.Ο. HOLDINGS INTERNATIONAL LTD

CYPRUS

100,00%

100,00%

-

-

Τ.Ο. SHIPPING LTD

CYPRUS

100,00%

-

100,00%

Τ.Ο.

INTERNATIONAL

HOLDING LTD

PORTO CARRAS DEVELOPMENT SA

GREECE

30,60%

30,60%

-

-

Τ.Ο. CONSTRUCTIONS S.A.

GREECE

90,25%

-

90,25%

Τ.Ο.

INTERNATIONAL

HOLDING LTD

TECHNICAL OLYMPIC AIRWAYS S.A.

(UNDER LIQUIDATION)

GREECE

41,54%

41,54%

-

-

SAMOS MARINES S.A.

GREECE

99,96%

99,96%

-

-

FULL CONSOLIDATION METHOD

Country of

Establishmen

t

%

Participatio

n Equivalent

% DIRECT

PARTICIPATIO

N

% INDIRECT

PARTICIPATIO

N

INDIRECT

PARTICIPATIO

N SUBSIDIARY

TOXOTIS Technical S.A.

GREECE

83,45%

83,45%

-

-

J/V TOXOTIS Technical S.A. - GOUSGOUNIS S.A. -

RECONSTRUCTION OF KIFISSOS AVENUE &

POSEIDONOS AVENUE

GREECE

99,00%

-

99,00%

TOXOTIS

Technical S.A.

ROMA HOLDING LLC

MARSHALL

85,00%

-

85,00%

Τ.Ο. SHIPPING

LTD

ARIADNE REAL ESTATE Μ.Ι.Κ.Ε.

GREECE

100,00%

-

100,00%

Τ.Ο.

INTERNATIONAL

HOLDING LTD

PFC PREMIER FINANCE CORPORATION LTD

CYPRUS

100,00%

-

100,00%

Τ.Ο.

INTERNATIONAL

HOLDING LTD

NOVAMORE LTD

CYPRUS

100,00%

100,00%

Τ.Ο.

INTERNATIONAL

HOLDING LTD

MARINA PYTHAGOREIOU SINGLE MEMBER S.A.

CREECE

100,00%

-

100,00%

Τ.Ο.

INTERNATIONAL

HOLDING LTD

LUXURY LIFE SINGLE MEMBER S.A.

GREECE

100,00%

100,00%

-

-

EQUITY METHOD

Domicile

Participation

%

%

Direct

Participation

%

Indirect

Participation

SUBSIDIARY OF

INDIRECT

PARTICIPATION

Mount Street Hellas Holdco

IRELAND

PARENT

-

50,00%

PFC PREMIER

FINANCE

CORPORATION

LTD

Changes in the Group structure in 2023

1)

Cyprus domiciled second-tier subsidiary under the title "PFC PREMIER FINANCE CORPORATION LTD" (a

100% subsidiary of Τ.Ο. INTERNATIONAL HOLDING LTD), signed an agreement on 14/6/2023 on

acquisition of the remaining 50% of the Irish company "MOUNT STREET HELLAS HOLDCO LIMITED"

from the Irish company "MOUNT STREET HELLAS INVESTMENTS LIMITED". The acquisition

consideration amounts to €15,000. The entire acquisition is subject to the approval of the competent

supervisory authorities, the Bank of Greece, which on 8/2/2024 approved the acquisition of the

remaining 50% of the shares of the Irish company "MOUNT STREET HELLAS HOLDCO LIMITED" by the

Cyprus domiciled second-tier subsidiary of the Company under the title "PFC PREMIER FINANCE

CORPORATION LTD". Acquisition of shares was completed on 15/02/2024.

2)

On 21/7/2023, "TECHNICAL OLYMPIC SA " informed the investors that it dad drawn up a non-binding

Memorandum of Understanding (MoU) with the Cyprus domiciled company SFAX OIL LTD, belonging to

the foreign trust SFAX TRUST, of Mr. Paulos Vardinoyannis family, for the purpose of the latter's 50%

participation in the capital of the company "Luxury Life Single Member PPC". Specific agreements will

be signed between the parties, currently at the negotiation stage.

3)

On 11/12/2023, TO Holding International Ltd. established MARINA PYTHAGORIOU SINGLE PERSON

S.A. (as a 100% subsidiary company) which aims to manage Marina of Pythagorio, Samos.

The joint ventures, included in the current financial statements, are listed below as follows.

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 – OLYMPIAKO CHORIO

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 S2

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%

6.

Accounting Policies

The accounting principles used under the preparation of the financial statements for fiscal year 2023, have been

used consistently for all fiscal years presented and analysed below. Financial statements are presented in Euro.

It is to be noted that any changes in the amounts are due to rounding.

Α) Significant Accounting Policies

6.1.

Segment Reporting

The Company's Board of Directors is the principal business decision maker. It also reviews internal financial

reporting in order to evaluate the performance of the Company and the Group and make decisions about

allocation of resources. The Management has determined the operating segments based on this internal

reporting. The Board of Directors uses various criteria in order to assess the Group's operations, which vary

according to the nature of each segment, taking into account the risks and the existing cash requirements.

A business segment is a group of assets and operations engaged in providing products and services which are

subject to risks and returns different from those of other business segments.

A geographical segment is a geographical region in which products are sold and services provided are subject to

risks and returns different from other areas. As the primary model for segment reporting, the Group has

selected business segment reporting.

The Group presents as main business segments the domains of constructions, shipping and Samos Marina

management. Geographically, the Group operates in Greece, Romania and Cyprus.

6.2.

Consolidation – investments in associates and joint ventures

The consolidated financial statements include the financial statements of the parent Company (TECHNICAL

OLYMPIC S.A.) and all the subsidiaries as at 31/12/2023. The date of preparation of the financial statements of

the subsidiaries coincides with that of the parent.

Intra-group transactions and balances have been eliminated in the accompanying consolidated financial

statements. Where required, the accounting policies of subsidiaries have been amended to ensure consistency

with the accounting policies adopted by the Group. Note 6.2 provides a complete list of consolidated

subsidiaries together with the Group's relative percentages.

Subsidiaries

: Subsidiaries are all companies that are managed and controlled, directly or indirectly, by the

Company either via the majority holding of the Company's shares in which the investment was made, or via its

dependency on the know-how provided by the Group. In other words, subsidiaries are companies which are

controlled by the parent company. TECHNICAL OLYMPIC acquires and exercises control via voting rights. The

existence of potential voting rights, which may be exercised during the financial statements preparation period,

are taking into consideration in order to establish whether the parent company has control of the subsidiaries.

Subsidiaries are fully consolidated (full consolidation) using the acquisition method from the date that control is

acquired and cease to be consolidated from the date that control ceases to exist.

In order to define control, the following conditions are examined, as defined in IFRS 10:

1.

The parent company has authority over the investee, since it can direct the related (operational and

financial) activities. This is achieved by the appointment of the majority of Board of Directors’ members

and directors of the subsidiary by the Management of the parent.

2.

The parent Company holds rights with variable returns from its participation in the subsidiary. Other

non-controlled

holdings

are

greatly

dispersed

and

therefore

cannot

materially

influence

decision‐making.

3.

The parent company may exercise its authority over the subsidiary to influence the amount of its

returns. This is the result of decision‐making on subsidiary matters through controlling decision‐making

bodies (Board of Directors and Directors).

The acquisition of a subsidiary by the Group is accounted for based on the market price method. The

acquisition cost of a subsidiary is the fair value of the assets given, the shares issued and the liabilities that

were assumed on the exchange date, plus any cost that is directly associated with the transaction. Individual

assets, liabilities and contingent liabilities that are acquired in a business combination are measured at fair value

at acquisition regardless of the holding percentage. The purchase cost in excess of the fair value of the

acquired assets is recorded as goodwill. If the total purchase cost is less than the fair value of the acquired

assets, the difference is recorded directly in profit or loss.

Accounting policy regarding acquisition of entities that do not constitute a business under the

provisions of IFRS 3 – Acquisition of assets

In line with the provisions of IFRS 3: Business Combinations”, the Group determines whether a transaction or

other event is a business combination by applying the definition in this IFRS, which requires that the assets

acquired and liabilities assumed constitute a business. If the assets acquired are not a business, the reporting

entity shall account for the transaction or other event as an asset acquisition.

IFRS 3 defined “business” as an

integrated set of activities and assets that is capable of being conducted and managed for the purpose of

providing a return in the form of dividends, lower costs or other economic benefits directly to investors or other

owners, members or participants. The accounting treatment of a business combination does not apply to

acquisition of an asset (or group of assets) which does not constitute a "business". In this context, if the

entities acquired do not meet the definition of a business under IFRS 3:

- The acquirer shall identify and recognize the individual identifiable assets acquired (including those

assets that meet the definition of, and recognition criteria for, intangible assets in IAS 38 Intangible Assets) and

liabilities assumed. In accordance with IFRS 3.2(b), the cost of the group shall be allocated to the individual

identifiable assets and liabilities on the basis of their relative fair values at the date of purchase.

- No goodwill or a gain are recognized on a bargain purchase. The cost of the acquired asset (or group of

assets) is allocated to the separate identifiable assets and liabilities based on their relative fair values at the

date of purchase.

- Under IAS 12.15(b), deferred tax is not recognized upon initial recognition of an asset or liability in a

transaction that is not a business combination. In this context, no deferred tax is recognized under acquisition

of assets.

- Acquisition-related costs (advisory, legal, accounting, valuation and other professional or consulting

fees) are recognized as expenses and charged to the income statement for the period in which they are

incurred.

Any contingent consideration provided by the Group is initially recognized at its fair value on the

acquisition date. Changes in the fair value of the contingent consideration that meet the conditions for their

classification as an asset or liability are recognized with a corresponding change in the value of the recognized

asset (e.g. IAS 38)

Changes in a Parent’s Ownership Interest in a Subsidiary

Where there are changes in a parent’s ownership interest in a subsidiary, it is examined whether the changes

result in a loss of control or not.

▪

When changes in ownership rights do not result in loss of control, they are accounted for as equity

transactions (i.e. transactions with owners in their capacity as owners). In such cases, the carrying

amounts of the controlling and non-controlling interests are adjusted to reflect changes in their relative

interests in the subsidiary. Any difference between the amount by which the non-controlling interests

are adjusted and the fair value of the consideration paid or received is recognized directly in equity.

▪

Otherwise, namely when changes in ownership lead to loss of control, the parent records the necessary

sales records and recognizes the result of the sale (derecognition of the assets, goodwill and liabilities

of the subsidiary at the date of loss of control, derecognition of the carrying value of non-controlling

interests, determination of the result of the sale). When determining the sale result, any amount

previously recognized in other comprehensive income in respect of that company is accounted for using

the same method as would be applied by the Group in the event of direct sale of its assets or liabilities.

This means that the amounts previously recognized in other comprehensive income are reclassified to

the income statement. With the loss of control of a subsidiary, any investment held in the former

subsidiary is recognized in accordance with the requirements of IFRS 9.

In the separate financial statements,

investments in subsidiaries

were valued as Investments in Equity

Instruments under the provisions of IFRS 9 (at fair values).

Associates

: Associates are the companies upon which the Group may exercise significant influence but do not

fulfill the conditions to be designated either as subsidiaries or participation to a joint venture. The assumptions

used by the group indicate that the percentage between 20% and 50% of voting rights of a company implies

significant influence over that company. Investments in affiliated companies are initially accounted at cost and

then evaluated in the consolidated financial statements using the method of net position. At every balance

sheet date, the participation cost is increased with the Group’s ratio in the changes of the net position of the

invested company and decreased with the received dividends of the affiliated companies.

The Group’s share in profits or losses of the affiliated companies after the acquisition is recorded in the income

statement, while the share of changes in the reserves after the acquisition, is recorded to the reserves. The

accumulated changes affect the book value of the investments in the affiliated companies. When the Group’s

participation to the losses of an affiliated company equals or exceeds its participation to the affiliated company,

including any other insecure receivables, the Group does not recognize any further losses, unless it has covered

liabilities or has made payments on behalf of the affiliated company and of those arising from its shareholder

capacity.

Non realized profits from transactions between the Group and the affiliated companies are eliminated by the

Group’s participation percentage to the affiliated companies. Non realized losses are eliminated, unless the

transaction indicates impairment of the transferred assets. The accounting principles of the affiliated companies

have been modified in order to be in conformity with those implemented by the Group.

In the separate financial statements

investments in associates

were evaluated at fair values, in accordance

with the provisions IFRS 9. The results of the valuation are recorded in the Equity account in the Other

Comprehensive Income.

Joint Ventures and Joint Ventures:

According to IFRS 11, there are two types of agreements: joint

operations and joint ventures. The classification depends on the rights and obligations of the contractual

parties, taking into account the structure and legal form of the agreement, the terms agreed by the parties and,

where relevant, other facts and circumstances. Joint operations are considered to be joint agreements where

the parties (participants) who have joint control have rights over the assets and liabilities on the obligations of

the operation. Participants should account for assets and liabilities (as well as income and expenses) related to

their share in the scheme. Joint ventures shall be considered as joint agreements where the parties (joint

venturers) who have joint control over the agreements have rights over the net assets of the scheme. These

companies are accounted for using the equity method (proportional consolidation is no longer permissible). The

main joint agreements in which the Group participates concern the performance of construction contracts

through joint venture schemes. These joint venture schemes are classified as joint operations because their

legal form gives the parties direct rights to the assets and liabilities to the obligations. Based on IFRS 11, the

Group calculates assets, liabilities, revenues and expenses based on its share in the operations.

6.3.

Foreign currency translation

The consolidated financial statements are presented in Euro, which is the functional currency and presentation

currency of the parent company. The assets in the financial statements of the Group’s companies are measured

based on the currency of the economic environment in which the Group operates each of its companies

(functional currency). Transactions in foreign currencies are translated into the functional currency, using the

exchange rate effective at the transactions date.

Profits and losses from foreign exchange differences, arising from settlement of such transactions during the

fiscal year and from conversion of monetary items in foreign currency at current exchange rates on the balance

sheet date, are recorded into the income statement. Foreign exchange differences from non-monetary items

measured at their fair value, are deemed to be part of the fair value and are therefore recorded along with the

differences in fair value.

Foreign operations

The functional currency of the Group’s foreign subsidiaries is the official currency of the country in which every

subsidiary operates. Under the preparation of consolidated financial statements, assets and liabilities of foreign

subsidiaries, including goodwill and fair value adjustments due to business combinations, are translated into

Euro at the exchange rates effective at the Statement of Financial Position reporting date. Revenue and

expense are translated into the presentation currency of the Group based on the average exchange rates for

the reported period. Any differences arising from this procedure are charged / (credited) to the foreign currency

subsidiaries' transition reserves, equity, and are recognized in other comprehensive income in the Statement of

Comprehensive Income. Upon the disposal, write off or derecognition of a foreign subsidiary, the above reserve

is transferred to profit or loss for the period.

6.4.

Property, plant and equipment

Land and buildings

are presented in the financial statements at readjusted values, as were defined under the

respective valuation by an independent assessor at fair values as at the assessment date, less the accumulative

depreciations and any impairment losses.

Moreover, the

construction segment machinery

is presented in the financial statements at adjusted values

as determined by the company's management and by the independent appraiser, less the accumulative

depreciations and any impairment losses.

Readjustments are frequently made, in order to ensure that the book value of the asset is not substantially

different from the value that would be determined using fair value on the Statement of Financial Positions date.

Other mechanical equipment and other tangible assets

are presented at acquisition cost less the

accumulative depreciations and any impairment losses. The cost of acquisition includes all directly attributable

expenses for the asset acquisition.

Vessels

are recorded at historical cost less any subsequent depreciation or amortization. Historical costs

include costs directly attributable to the acquisition of the vessels, i.e. contractual price, repairs and

improvements, supervision fees, delivery and acquisition costs.

Subsequent expenses are recorded as an increase in the book value of the tangible assets or as separate asset

only to the degree that these expenses increase future anticipated financial benefits from the use of the asset

and their cost may be reliably measured. Repair and maintenance cost is recorded in the income statement of

the respective fiscal years.

Tangible assets are written off upon sale or withdrawal or when no further financial benefits are expected from

their on-going use. Gains or losses arising from the write-off of property, plant and equipment are included in

the Income Statement for the year when that asset is written off.

Fixed assets under construction include property, plant and equipment and are recorded at cost. Fixed assets

under construction are not depreciated until the fixed asset is completed and put into operation.

Depreciation of other tangible assets (except for land plots that cannot be depreciated) is calculated based on

the straight-line depreciation method during their useful life, as follows:

Tangible assets

Useful life (in years)

Buildings

from 12 to 50 years

Machinery

from 5 to 15 years

Air means of transport

from 18 to 20 years

Vehicles

from 7 to 9 years

Other equipment

from 4 to 7 years

Vessels

30 years

The book value of properties, facilities and equipment is tested for impairment when there are indications, i.e.

events or changes in circumstances indicating that the book value may not be recoverable. If there is such an

indication and the book value exceeds the anticipated recoverable amount, the assets or cash flow generating

units are impaired to the recoverable amount. The recoverable value of properties, facilities and equipment is

the greater between their net sale price and value in use. To calculate value in use, the anticipated future cash

flows are discounted to their present value, using a pre-tax discount rate that reflects the current market

assessments of money value over time and associated risks to the asset.

For assets that do not generate cash flows from continuing use that are largely independent from those of

other assets, the recoverable amount is defined for the cash generating unit, to which the asset belongs.

The residual values and useful lives of tangible assets are subject to revaluation on the balance sheet date.

When the book value of tangible assets exceeds their recoverable value, the difference (impairment) is

recorded initially as a reduction in the fair value reserve (if such exists for the specific asset), which is shown in

the equity capital accounts. Each impairment, apart from the reserve formed for the specific asset, is

immediately recorded as an expense in the income statement.

During the sale of tangible assets, the differences between the proceeds and their book value is recorded as

profit or loss in the income statement.

Self-produced tangible assets constitute an addition to the acquisition cost of tangible assets at a value that

includes the direct cost of employee payment, participating to the construction (respective employer

contributions), cost of materials used and other general costs.

6.5.

Investment property

Investment property (including land, buildings, or parts of buildings and/or both) include property that is owned

by the Group, either to collect rent from their lease, or to increase their value (capital gains) and/or both and

are not held in order to be used for the production or supply of materials / services or for administrative

purposes, or the sale as part of the company’s ordinary course of business.

The Group examines all the expenses for investment property at the time of their incurrence, in accordance

with all recording criteria. These expenses include expenses initially for the property acquisition and subsequent

expenses for adding or replacing part of that property. According to the recording criteria, the Group does not

include repair expenses on the book value of a property investment, which are expenses recorded directly in

the income statement.

Investment property items are initially recorded at their acquisition cost, increased by all those expenses

relating to the transaction of their acquisition (e.g. notary’s deeds, real estate agent’s fees, transfer taxes). The

cost of investment property equals its price, in cash. In case the payment for the acquisition of an investment

property item is delayed beyond the usual credit limits, then the difference between the total payments and the

cash equivalent amount will be recorded and shown in the income statement as interest (expenses) during the

time of credit.

The Group has chosen to assess investments in properties based on the fair value. According to this policy, the

fair value of a property investment is the price at which the property may be exchanged between informed and

willing parties in a normal trading transaction. Fair value exempts an estimated price inflated or deflated due to

special terms or circumstances, such as unusual financing, sale and leaseback agreements, special earnings or

assignments granted by anyone associated with the sale. Every gain (or loss) arising from a change in the fair

value of the investment, constitutes a result and is recorded in the income statement of the year, during which

it arises.

The best evidence of fair value is given by current prices in an active market for similar property, in the same

location and condition.

Property transfers from investment property to fixed assets take place only when there is a change in the use of

the said property which is proven by the Group’s own use of the property or by the Group’s commencement to

develop this property for sale.

An investment property is derecognized (removed from the Statement of Financial Position) when it is sold or

when the investment is permanently withdrawn from use and no future economic benefits are expected from its

sale. Profits or losses arising from the withdrawal or sale of an investment property relate to the difference

between the net sale proceeds and the carrying amount of the asset and are recognized in profit or loss in

period in which the asset was sold or withdrawn.

6.6.

Right-of-use – Leases

6.6.1.

Recognition and initial measurement of right-of-use assets

At the commencement date of a lease term, the Group recognises a right-of-use asset and a lease liability by

measuring the right-of-use asset at cost, 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 on a straight-line basis over the lease term.

The cost of the right-of-use assets consists of:

•

The amount of the initial measurement of the lease liability (see below),

•

Lease payments made on or before the commencement date, reduced by the amount of discounts or

other incentives offered,

•

The initial direct costs incurred by the lessee, and

•

An estimate of costs to be incurred by the Group in dismantling and removing the underlying asset,

restoring the site on which it is located or restoring the underlying asset to the condition required by

the terms and conditions of the lease. The Group incurs the obligation for those costs either at the

commencement date or as a consequence of having used the underlying asset during a particular

period.

6.6.2.

Initial measurement of lease liability

i)

At the commencement date, the Group measures the lease liability at the present value of the lease

payments that are not paid at that date. When the interest rate implicit in the lease can be readily

determined, the lease payments shall be discounted using the interest rate implicit in the lease. If that

rate cannot be readily determined, the Group shall use the Group’s incremental borrowing rate.

ii)

At the commencement date, the lease payments included in the measurement of the lease liability

comprise the following payments for the right to use the underlying asset during the lease term that

are not paid at the lease commencement date:

iii)

fixed payments less any lease incentives receivable,

iv)

any variable lease payments that depend on the future change in index or a rate, initially measured

using the index or rate as at the commencement date

v)

amounts expected to be payable by the Group under residual value guarantees,

vi)

the exercise price of a purchase option if the Group is reasonably certain to exercise that option and

vii)

payments of penalties for terminating the lease, if the lease term reflects the Group exercising an

option to terminate the lease.

6.6.3.

Subsequent measurement of the right-of-use assets

After the commencement date, the Group shall measure the right‐of‐use asset applying a cost model.

The Group shall measure the right‐of‐use asset at cost:

i)

less any accumulated depreciation and any accumulated impairment losses, and

ii)

adjusted for any remeasurement of the lease liability,

The Group applies the depreciation requirements in IAS 16 in depreciating the right‐of‐use asset, which it

examines for potential impairment.

6.6.4.

Subsequent measurement of lease liability

After the commencement date, the Group shall measure the lease liability by:

i)

increasing the carrying amount to reflect interest on the lease liability,

ii)

reducing the carrying amount to reflect the lease payments made, and

iii)

remeasuring the carrying amount to reflect any reassessment or lease modifications.

Financial cost of a lease liability is allocated over the lease term in such a way that it results in a constant

periodic rate of interest on the remaining balance of the liability.

After the commencement date, the Group shall recognize in profit or loss, (unless the costs are included in the

carrying amount of another asset applying other applicable Standards), both:

i)

financial cost of the lease liability, and