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Annual Financial Report st st from January 1 to December 31 , 2025 in accordance with Article 5, Law 3556/2007
TABLE OF CONTENTS Table of Contents I. Representations of the Members of the Board of Directors .................................................................... 3 II. Annual Report of the Board of Directors ................................................................................................ 4 i. Review of the results of the Company’s investments and prospects for 2026 .................................................... 4 ii. Signficant events during the financial year 2025 ............................................................................................... 9 iii. Main risks and uncertainties .......................................................................................................................... 13 iv. Corporate Governance Statement ................................................................................................................. 19 v. Sustainability Report ..................................................................................................................................... 48 vi. Explanatory Report ..................................................................................................................................... 143 vii. Related parties transactions........................................................................................................................ 145 viii. Other.......................................................................................................................................................... 147 ix. Alternative Performance Measures .............................................................................................................. 148 x. Comparable Results ................................................................................................................................... 151 III. ANNUAL FINANCIAL STATEMENTS ..................................................................................................... 153 i. Statement of Financial Position ................................................................................................................... 154 ii. Income Statement ...................................................................................................................................... 155 iii. Statement of Comprehensive income.......................................................................................................... 156 iv. Consolidated Statement of Changes in Equity ............................................................................................. 157 v. Separate Statement of Changes in Equity .................................................................................................... 158 vi. Statement of Cash Flows ............................................................................................................................ 159 vii. Notes to the Annual Financial statements.................................................................................................... 160 IV. Availability of Financial Statements .................................................................................................. 238 V. Independent Auditor’s Report ........................................................................................................... 239 VI. Report on Completion of Allocation of Raised Funds from the issuance of a Common Bond Loan with cash payment for the period from 17.06.2025 to 31.12.2025 ....................................................................... 247 Annual Financial Report | January -December 2025 2 |
I. REPRESENTATIONS OF THE MEMBERS OF THE BOARD OF DIRECTORS I. Representations of the Members of the Board of Directors (in compliance with Article 4, par. 2, Law 3556/2007) It is hereby declared that, to the best of our knowledge, the annual financial statements of the Company IDEAL s st HOLDINGS S.A. (the Company) for the period from January 1 , 2025 to December 31 , 2025, prepared in accordance with the applicable International Financial Reporting Standards, fairly present the assets and liabilities, the equity and results of the Company and of the investments included in the consolidation in their entirety, in accordance with the provisions of paragraphs 3 to 5 of article 5 of Law 3556/2007. It is also stated that, to the best of our knowledge, the annual report of the Board of Directors a)fairly represents the development, performance and financial position of the Company and the entities included in the consolidation, in their entirety (Consolidation), including a description of the main risks and uncertainties they are facing, and b) has been prepared in accordance with the sustainability reporting standards referred to in Article 154A of Law 4548/2018 and with the requirements approved pursuant to paragraph 4 of Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation) and the related delegated acts. Athens, April 27, 2026 Chairman of the BoD Chief Executive Officer Member of the BoD Lampros Panagiotis Savvas Papakonstantinou Vassiliadis Asimiadis Annual Financial Report | January -December 2025 3 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS i . Review and prospects for 2026 II. Annual Report of the Board of Directors On the Consolidated Financial Statements for the financial year from January 1st to December 31st, 2025 This Report of the Board of Directors of IDEAL Holdings S.A. (hereinafter the “Company” or “IDEAL Holdings”) covers the twelve-month period of the financial year ending (Jan 1st, 2025 – December 31st, 2025) and has been posted on the Company’s website in accordance with the European Single Electronic Format (“ESEF”), pursuant to Law 3556/2007. The report has been prepared and is in compliance with the provisions of Law 4548/2018, Law 3556/2007, Law 4706/2020, Law 5164/2024 and Decision 8/754 of April 14, 2016 of the Board of Directors of the Hellenic Capital Market Commission. The Consolidated and Separate Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union. The purpose of the Report is to inform investors about: • The ﬁnancial position, the results, the overall performance of the Company and its investments during the ﬁnancial year under review, as well as the changes that occurred. • The signiﬁcant events that took place during the ﬁscal year and their eﬀect on the Financial Statements. • The principles of corporate governance of the Company. • Non-ﬁnancial information about the Company and its investments. • The risks that may arise for the Company and its investments. • The transactions between the Company and its related parties. i. Review of the results of the Company’s investments and prospects for 2026 Consolidated financial figures showed a significant increase in 2025 compared to the previous financial year, as they were positively impacted by the organic growth of the Specialized Retail sector and the companies in the IT sector, as well as by the addition of new investments to the Company’s portfolio which contributed positively to the financial results. Specifically, on 31.03.2025, the acquisition of 100% of BARBA STATHIS S.A. was completed, while in the IT sector, the results of BLUESTREAM SOLUTIONS S.A. contributed positively. In particular, the results for the current period for the Company's investments were as follows: Change 01.01- 01.01- Amounts in millions € Amount % 31.12.2025 31.12.2024 Revenue 481.3 374.2 107.0 29% EBITDA 62.8 50.0 12.8 26% Comparable EBITDA 58.0 39.3 18.7 48% EBT 20.8 14.9 5.9 40% Comparable EBT 36.7 23.9 12.8 54% EAT from continuing operations 11.6 8.5 3.1 37% Comparable EAT from continuing operations 26.1 16.4 9.7 59% Consolidated turnover increased by € 107.0 million or 29% and amounted to € 481.3 million compared to € 374.2 million in 2024. Consolidated EBITDA (Earnings before interest, taxes, depreciation and amortization) amounted to a profit of € 62.8 million compared to profit of € 50.0 million in 2024, an increase of 12.8 million or 26%. Annual Financial Report | January -December 2025 4 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS i . Review and prospects for 2026 Similarly, consolidated Comparable EBITDA amounted to a profit of € 58.0 million compared to a profit of € 39.3 million in 2024, an increase of 18.7 million or 48%. Consolidated profit before tax for the year amounted to a profit of € 20.8 million compared to a profit of € 14.9 million in 2024, an increase of € 5.9 million or 40%. Similarly, the Consolidated comparable profit before tax amounted to a profit of € 36.7 million compared to a profit of € 23.9 million in the corresponding period last year, an increase of € 12.8 million or 54%. Consolidated profit after tax from continuing operations for the period amounted to a profit of € 11.6 million compared to € 8.5 million in 2024, an increase of € 3.1 million or 37%. Consolidated Comparable Earnings after tax amounted to a profit of € 26.1 million compared to a profit of € 16.4 million in the corresponding period last year, an increase of € 9.7 million or 59%. Investments in Information Technology (BYTE Group) During the current financial year, the corporate restructuring of the IT Segment was successfully completed with the establishment of a unified digital ecosystem of companies under the parent company BYTE COMPUTER S.A. (“BYTE Group”). As part of this restructuring, the companies engaged in distribution of technology products, specifically METROSOFT S.A. and IDEAL TECHNOLOGY S.A., were transferred as direct subsidiaries to IDEAL Holdings – following the spin-off of the Customer Communication Management (i-DOCS) software development business. The new organizational structure aims to achieve operational integration, leverage synergies, and enhance overall efficiency, both from an operational and tax perspective. BYTE Group, through its parent company BYTE COMPUTER S.A. and its subsidiaries ADACOM S.A., IDEAL SOFTWARE SOLUTIONS S.A. and BLUESTREAM SOLUTIONS S.A., covers a wide range of services, including integrated IT solutions, cybersecurity and trust services, cloud services, as well as the development of Customer Communication Management Software (i-DOCS). In 2025, the IT segment showed a significant improvement in profitability, with comparable EBITDA amounting to € 15.2 million, an increase of +13% compared to the comparable figures for the corresponding period last year (€ 13.4 million), while comparable revenues declined by-9% amounting to € 106.0 million (€ 116.0 million in the corresponding period last year). This decrease is mainly attributable to the completion during the previous period of major IT infrastructure projects, which were less profitable and required significant financing, as well as to the gradual shift of the portfolio toward projects and services with higher added value and stronger profit margins. As a result, despite the decline in revenue, the segment demonstrated a significant improvement in its operating efficiency, with the comparable EBITDA margin improving to 14.3% compared to 11.5% in the corresponding period last year, as a result of the improved mix of activities and the focus on projects with higher added value. In 2025, significant projects were successfully implemented for private and public entities in Greece and abroad, while new contracts were signed as a result of increased demand for the services provided by the Company’s investments in the IT segment, the acceleration of digital transformation, the increased risk of cyberattacks, strict compliance requirements with European regulatory frameworks such as the NIS2 and DORA directives, and technological developments, particularly the growing use and impact of Artificial Intelligence. It should be noted that the backlog of projects at the end of the financial year exceeded €80 million, an increase compared to the backlog in the corresponding period last year, providing visibility and stability for future cash flows. This positive performance confirms the benefits of the new unified structure and operations of the Group’s IT companies, which operate as a unified digital ecosystem. The complementary nature of the individual activities creates significant synergies in terms of expertise, business development, and project implementation, enhancing both efficiency and the ability to deliver comprehensive, secure, and innovative high-value solutions. Through this unified structure, the BYTE Group is able to holistically meet the needs of its customers, from infrastructure and cybersecurity to application development, digitization, and cloud migration. At the same time, it continues to invest Annual Financial Report | January -December 2025 5 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS i . Review and prospects for 2026 strategically in innovation with an emphasis on artificial intelligence as well as in strengthening its human resources, further solidifying its long-term competitive position. The prospects for the IT segment remain particularly positive, as, in addition to the implementation of new projects, the significant existing base of digital infrastructure, applications, and systems that has been developed in recent years — in part due to projects funded by the Recovery Fund — is expected to fuel growing demand for maintenance, technical support, upgrades, and cybersecurity services, thereby strengthening the importance of recurring revenue. As the Recovery Fund reaches completion, the market is entering a more mature phase, in which value is expected to shift towards optimization and secure management of the infrastructure that has been implemented. This trend is expected to be further reinforced by the tightening of European requirements for cybersecurity and digital resilience (NIS2, DORA, etc.) At the same time, increased investment in defense and critical infrastructure is expanding opportunities in projects with high security requirements and operational criticality, while the use of artificial intelligence technologies, further strengthening our international presence, and expanding synergies among companies is expected to act as a supportive factor within a broader framework of sustainable growth. Investments in Specialized Retail Trade (attica) The Company is active in the sector Specialized Retail Trade through its participation in its subsidiary ATTICA DEPARTMENT STORES S.A.(“attica”). In 2025, the turnover of the Specialized Retail Sector amounted to € 244.2 million, an increase of € 12.3 million or 5% compared to the corresponding period last year and comparable EBITDA profit amounted to € 30.4 million, an increase of 11% (€ 27.4 million in the corresponding period last year). The maturation of the investment regarding the expansion of the CityLink store, in combination with the completion of renovations in the Thessaloniki stores and the ongoing upgrade of all stores, establishes attica as the only premium department store in the Greek market. Physical stores welcomed 6.9 million visitors, recording a +1% increase in foot traffic, while shopping activity by travelers from third countries also improved significantly, with Tax Free sales increasing by +5%. The performance of the online store (attica shop) was also exceptionally strong, recording a 29% increase in revenue as a result of the continuous expansion of the online product range. The year 2025 was a milestone year for attica, marking 20 years in business and ensuring that it continues to offer its customers new experiences, special events, new brands and trends from the fashion world, incorporating more than 55 new brands in fashion and cosmetics into the company’s retail portfolio as part of the ongoing upgrade of its product mix. The continuous development and innovation that have brought attica to the top will continue, with a particular focus on the future and its digital transformation through the new point-of-sale system, as well as a more personalized customer experience and service via CRM and Loyalty programs. Investments in the Food Segment (BARBA STATHIS) During the first quarter of 2025, the Company entered the Food segment through its holdings in the companies BARBA STATHIS S.A. and a subsidiary of HALVATZIS MAKEDONIKI S.A (hereinafter referred to as “BARBA STATHIS”). In 2025, the Greek economy operated in an environment of heightened challenges and uncertainty, characterized by inflationary pressures, a high cost of living, and limited household disposable income. Although inflation showed signs of deceleration, its effects remained noticeable, leading consumers to adopt a more restrained purchasing behavior with increased sensitivity to final prices, a factor that particularly affected the food segment. Annual Financial Report | January -December 2025 6 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS i . Review and prospects for 2026 In this framework, BARBA STATHIS showed resilience and accountability, supporting both producers and consumers. It strengthened its collaboration with Greek producers by providing expertise and financial support, while increasing investment in promotional activities by 5% (€ 24.2 million). At the same time, it absorbed significant cost increases throughout the production chain by implementing streamlining measures to limit the impact on its financial results. The measures taken in 2024, such as the refinancing of debt—which optimized terms and gradually reduced bank debt—also played a decisive role, thereby improving the Company's financial structure. Furthermore, the change in shareholder structure in 2025 through the acquisition of BARBA STATHIS by IDEAL Holding strengthened corporate governance without affecting operational activities. 1 In terms of performance, BARBA STATHIS sales amounted to €129.1 million , an increase of approximately 7%, reflecting, despite ongoing pressures in the external environment, the positive performance of its core product categories, the resilience of its operating model, as well as the consistency of its strategic choices for the growth and diversification of its commercial activity across more categories and retail channels. Comparable EBITDA amounted to € 14.5 million (+5%) demonstrating a balance between growth and market support (for producers and consumers) while, at the same time, benefiting from synergies and economies of scale. In 2025, the frozen vegetable market saw modest growth, with BARBA STATHIS maintaining a strong leading position and high market share. Its strategy focused on quality, innovation, Greek origin, and improvement of its presence in stores, while it invested in new product lines and marketing initiatives that strengthened the brand and consumer trust. In fresh salads, it recorded very strong growth, significantly higher than the market, significantly increasing its market share. This success is primarily due to enhanced distribution, improved shelf presence, and targeted promotional and communication campaigns. Strategically, BARBA STATHIS continued, despite adverse conditions, to invest in key areas such as quality, innovation, sustainable development, boosting exports, and supporting the primary sector, with respect for employees, producers, consumers, and partners. It also maintained a responsible attitude toward society and the environment, which form the fundamental principles of its operations. Specifically, in the primary sector, BARBA STATHIS continued and expanded its activities by combining the principles of contract farming and integrated farm management through approved producer groups, with whom there has been a long-standing collaboration, thereby contributing even more to the support and development of Greek rural areas through a comprehensive program of soil and climate studies, as well as to broader Greek production, using innovative tools and technologies. In addition, in 2025, investments of €6.5 million were made, as part of the six-year investment program for 2020– 2025, amounting to a total of approximately €35 million (part of which has been included in subsidized development programs of the Greek government), with a focus on production equipment, automation, and energy upgrades, enhancing efficiency and further reducing its environmental footprint, as part of the ESG strategy. Overall, despite the challenging environment, BARBA STATHIS maintained a positive growth trajectory, strengthened its financial position, and remained committed to its long-term strategy and the creation of sustainable value. The year 2026 is expected to evolve in an environment of increased uncertainty, due to geopolitical developments, cost pressures and market volatility. Management closely monitors developments and assesses their potential impact on the operations of BARBA STATHIS. 1 st The Food segment is consolidated as of the acquisition date, i.e., March 31 , 2025, resulting in the exclusion of revenue amounting to € 32,1 million. For additional information, the total results for 2025 are presented in comparison with the corresponding period last year. Annual Financial Report | January -December 2025 7 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS i . Review and prospects for 2026 Management considers that, provided no materially adverse developments arise, there are conditions for the continuation of the growth trajectory and operating profitability through the implementation of the strategic plan. For 2026, the key priorities include strengthening BARBA STATHIS’ position in its core business segments, renewing its product portfolio, expanding exports, enhancing its presence in retail channels and improving operational efficiency through investments, technology and synergies. At the same time, support for the primary sector and Greek producers continues, while sustainability and ESG- related matters remain key pillars of the strategy. However, Management notes that the uncertainty in the international environment makes precise forecasting for 2026 challenging; therefore, BARBA STATHIS remains focused on prudent risk management and the flexible adaptation of its strategic planning. Other investments During the fourth quarter, the Company merged with its subsidiary IDEAL TECHNOLOGY S.A. and, together with its subsidiary METROSOFT S.A., it is active in the distribution of technology products, IT software, and cybersecurity. Revenues from the distribution of IT software, cybersecurity software and technology products amounted to € 42.6 million, an increase of 4% (€ 41.0 million in the corresponding period last year). This increase was mainly driven by the increased needs for software, technology and Cybersecurity equipment due to the constant investments in digital transformation of the private and public sectors, in protection against the increasing malicious attacks, transfer of various infrastructures to the Cloud and the need to comply with various regulatory standards. Annual Financial Report | January -December 2025 8 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS i i. Significant events during the year ii. Signficant events during the financial year 2025 st st Significant events that took place during the period from January 1 to December 31 , 2025, are the following: Amendment to the Common Bond Loan Terms The Repetitive Meeting of Bondholders of the Company's € 100 million common bond loan, held on 04.03.2025, decided to approve the recommendations of the Board of Directors dated 14.02.2025, and specifically approved: (1) the addition of another financial indicator, (2) the addition of additional financial data to the numerator of the Cash Coverage Ratio, (3) the addition of a term to note (xix) (5) (3) of term 14 of the Program. Share capital return amounting to € 0.10/share through cash payment to shareholders On 14.03.2025, the Company returned capital of € 4,800,392.10, i.e. € 0.10 per share, following the decision of rd the Extraordinary General Meeting of Shareholders held on February, 3 2025, regarding the Company's share capital decrease by the amount of € 4,800,392.10 by reducing the nominal value of the share by € 0.10 per share, i.e. the nominal price of the share was reduced to € 2.00 from € 2.10, and the return of the amount of the share capital decrease through cash payment to the shareholders. Issuance of a € 45 million Common Bond Loan On 28.03.2025, the Company issued a € 45 million common bond loan for general business purposes, which was fully repaid on 02.07.2025. Completion of the Acquisition of BARBA STATHIS S.A. On 31.03.2025, the Company completed the acquisition of 100% of the share capital of the company "BARBA STATHIS S.A." against a consideration of € 130 million, of which € 91.3 million was provided by the Company's equity, while € 38.7 million was covered by bank loans. This transaction is part of IDEAL Holdings' strategy to strengthen its portfolio through investments in dynamic and growing sectors, in order to create added value for its shareholders. Completion of the distribution of funds raised through the Common Bond Loan With the acquisition of the company "BARBA STATHIS S.A." against € 130 million, the Company completed the distribution of the funds raised through the Common Bond Loan issued on 15.12.2023 amounting to € 100 million. IT Segment corporate restructuring During Q1 2025, IDEAL Holdings successfully completed the corporate restructuring of its IT sector, establishing a new sub-group under the parent company Byte. The purpose of the restructuring is to focus on providing specialized IT solutions and services, simplifying the group's structure and optimizing costs, functionality, and tax efficiency. Completion of OHA’s First Investment of € 61.5 million in IDEAL Holdings The Company signed the definitive agreement implementing the transaction agreed on 05.03.2025 with Oak Hill Advisors (UK) LLP and its subsidiaries ("OHA") on 14.04.2025. OHA made its first investment by contributing € 61.5 million in cash to which holds 100% of IDEAL Holdings' investments, and more specifically: (i) attica Department Annual Financial Report | January -December 2025 9 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS i i. Significant events during the year Stores, (ii) Byte, Adacom, Bluestream ("IT"), (iii) Barba Stathis, and therefore acquired 15% of its shares through a different class of shares. In that respect, the relevant agreement regulates the rights and obligations of IDEAL and OHA (including, among other provisions, terms governing the parties’ rights to distribution and exit). Following the completion of OHA's first investment, OHA also has the option to acquire, within six months, by further investing up to an additional 10% for a cash consideration of up to €41 million. Additionally, through its investment, OHA will have the right to co-invest with IDEAL Holdings, as a minority investor, an additional € 200 million over the next two years to support its growth plans. OHA is a company subject to UK regulatory control and is part of the global investment group Oak Hill Advisors, which manages assets worth approximately US $ 88 billion. Share capital return amounting to € 0.30/share through cash payment to shareholders On 01.08.2025, a capital repayment of € 16,801,176.30 i.e. € 0.30 per share was made, pursuant to the decision th of the Regular General Meeting of Shareholders held on June 5 2025, regarding the Company’s share capital decrease by € 16,801,176.30 by reducing the nominal value of the share by € 0.30 per share, i.e., the nominal value of the share was reduced to € 1.70 from € 2.00 and the return of the amount of the share capital decrease through a cash payment to the shareholders. 3rd Interest Payment Period of the Common Bond Loan The Company announced that, in accordance with the terms of the Company's Common Bond Loan as of 15.12.2023 (hereinafter the "CBL"), the Record Date of the interest payment beneficiaries of the CBL for the 3rd th Interest Payment Period, from 16.12.2024 to 16.06.2025 is Friday, June 13 , 2025 th As of Thursday June 12 , 2025 (ex-coupon date), the Company's bonds were traded on the Athens Stock Exchange without the right to receive the third (3rd) coupon. Total gross amount of interest due for the above Interest Payment Period stood at € 2,772,130.47, i.e. € 27.8055555556 per bond, of nominal value € 1,000, which was calculated with an interest rate of 5.50% per annum (before tax) based on a 360-day year and the actual number of days (Actual/360) and corresponds to 99,697 bonds currently traded in the Athens Exchange's regulated market. The payment of interest due to the beneficiaries of the bonds (hereinafter the "Bondholders") was conducted th through ATHEXCSD on Monday June 16 , 2025. Share capital increase of €48 million On Friday 13.06.2025, the Public Offering and the distribution through it of 8,000,000 New Shares of the Company were successfully completed. The final offering price of the New Shares was set, pursuant to the resolution of the Company's Board of Directors dated 17.06.2025, at € 6.00 per New Share for the entirety of the Public Offering (Institutional and Retail Investors). The total valid demand at the Offering Price expressed in the Public Offering amounted to 20,893,265 New Shares, oversubscribing the 8,000,000 New Shares issued pursuant to the Public Offering by approximately 2.6 times. The total gross proceeds of the Public Offering, before deduction of the costs of the public offering and listing, amounted to € 48.0 million (i.e. € 6.00 × 8,000,000 New Shares). As a result of the above and of the Board of Directors' resolution dated 17.06.2025, by which the timely and full payment of the total amount of the Capital Increase was certified in accordance with the provisions of Article 20 of Law 4548/2018, the final coverage rate of the Capital Increase stands at 100.00%. Following the above, the share capital of the Company was increased by € 16,000,000.00 through the issuance of 8,000,000 new, common, dematerialized, nominal, voting shares of nominal value of € 2.00 each, while the difference between the nominal value of the New Annual Financial Report | January -December 2025 10 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS i i. Significant events during the year Shares and their Offering Price, amounting in total to € 32,000,000.00, will be credited to the account "Share premium". Consequently, the share capital of the Company amounts to € 112,007,842, divided into 56,003,921 nominal shares of nominal value of € 2.00 each. The net proceeds from the Capital Increase, after deducting the estimated issuance costs of approximately € 3.5 million (excluding VAT), amounted to € 44.5 million and will be used to carry out an acquisition or acquisitions, either by the Company itself or by one of its subsidiaries, directly or successively, in which case part of the funds will be channeled to the relevant subsidiary through the Company's participation in a share capital increase of that subsidiary. In the event that the acquisition / investment is not completed within a period of six (6) months from the certification of payment of the aforementioned capital increase of the subsidiary, the corresponding funds will be returned by the subsidiary to the Company through the process of a capital reduction with cash payment. With regard to the timeline for the use of funds, the Company intends to deploy the entire proceeds raised through the Capital Increase within a period of eighteen (18) months from the final coverage of the increased share capital, in order to achieve its aforementioned investment plan. This timeline is indicative and the Board of Directors will retain the discretion to revise it. The proceeds of the Capital Increase, until fully deployed, will be placed in short- term, low-risk investments (e.g. term deposits). Absorption of the 100% subsidiary IDEAL TECHNOLOGY S.A. On 01.10.2025, the Company completed the merger by absorption of its 100% subsidiary under the title IDEAL TECHNOLOGY S.A., in accordance with the provisions of Articles 7 to 21 and Articles 30 to 35 of Law 4601/2019, in conjunction with the provisions of Law 5162/2024 and Law 4548/2018, as effective. Decision No. 3805074/02- 10-2025 of the competent General Commercial Registry (G.E.MI.) Service, approving the merger, was registered in G.E.MI. on 02.10.2025 with Registration Number (KAK) 5577012. The merger was carried out without a share capital increase of the Company, given that the absorbed entity was its 100% subsidiary. The Merger is estimated to be beneficial for the merging companies, as their consolidation will create a stronger financial base for the expansion of their activities, and an enhancement of overall efficiency is expected. Completion of Oak Hill Advisors' additional investment in the Company of € 41 million Oak Hill Advisors ("OHA"), during the fourth quarter of 2025, exercised its right to increase its participation in the Company's 100% subsidiary through an additional cash payment of € 41 million, thereby acquiring a total of 25% of its shares. The proceeds raised from this investment will further strengthen the Company's cash position. In addition, OHA will have the right to co-invest with IDEAL Holdings, as a minority investor, an additional € 200 million over the next 2 years, in support of its growth plans. 4th Interest Period of the Common Bond Loan The Company announced that, in accordance with the terms of the Common Bond Loan issued by the Company on 15.12.2023 (hereinafter the "CBL"), the Record Date for the determination of the entitled interest holders of the CBL for the 4th Interest Period, from 16.06.2025 to 15.12.2025, is Friday, 12 December 2025. As of Thursday, 11 December 2025 (ex-coupon date), the Company's bonds were traded on the Athens Stock Exchange without the right to receive the fourth (4th) coupon. The total gross amount of interest due for the above Interest Period amounted to € 2,772,130.47, i.e. € 27.8055555556 per bond with a nominal value of € 1,000, calculated at an interest rate of 5.50% per annum (before tax) on the basis of a 360-day year and the actual number of days (Actual/360), and corresponds to 99,697 bonds currently traded on the regulated market of the Athens Stock Exchange. Annual Financial Report | January -December 2025 11 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS i i. Significant events during the year The payment of the interest due to the entitled bondholders (hereinafter the "Bondholders") was carried out through "HELLENIC CENTRAL SECURITIES DEPOSITORY S.A." (ATHEXCSD) on Monday, December 15, 2025. Treasury Shares Acquisition Plan The Company, further to the resolution of the Annual General Meeting of Shareholders held on 05.06.2025 and the related decision of its Board of Directors dated 13.06.2025, announced the commencement of the Company's treasury shares acquisition plan as of 13.06.2025. The acquisition of treasury shares will be carried out through the Athens Stock Exchange. The maximum number of shares to be acquired shall not exceed 10% of the paid-up share capital (i.e. 5,600,392 shares based on the existing share capital), with a minimum purchase price of € 4.00 per share and a maximum purchase price of € 9.00 per share, while the plan will last for a maximum of 24 months from the date of the Annual General Meeting decision, i.e. until 04.06.2027. The purpose of the plan is the decrease of the Company's share capital through the cancellation of shares purchased during its term, and/or the distribution of the purchased shares to the staff of the Company and/or to the staff of companies affiliated with it within the meaning of Article 32 of Law 4308/2014, in accordance with the provisions of Article 49 of Law 4548/2018, without excluding the use of treasury shares for another specific purpose that would serve the corporate interest, following a specific decision by the competent body. Purchases of treasury shares will be carried out to the extent deemed advantageous for the Company and as market conditions permit. At the end of the financial year, the Company held 2,304,726 treasury shares of nominal value € 1.70 each, at an average acquisition price of € 5.85 per share, representing 4.1153% of the Company's share capital, compared to 490,519 treasury shares (1.0218% of the Company's share capital) at the end of the previous year. Acquisition of treasury shares The Company, in implementation of the treasury shares acquisition plan, with the purpose of cancelling and/or distributing shares to the staff of the Company and/or to the staff of its affiliated companies, as resolved by the General Meeting of Shareholders on 05.06.2025, during the financial year 2025, proceeded with the acquisition of 2,091,207 treasury shares, representing 3.7340% of its share capital, of nominal value € 1.70 each, at a total value of € 12,895,833.37 and an average purchase price of € 6.17 per share. Annual Financial Report | January -December 2025 12 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS iii. Main risks and uncertainties iii. Main risks and uncertainties Credit risk Credit risk is the risk of financial loss to the Company or its investments if a customer or counterparty to a financial asset fails to meet its contractual obligations. The maximum credit risk to which the Company and its investments are exposed at the date of the financial statements is the carrying amount of its financial assets. To address credit risk in the IT and Food segments, the Company has established credit control procedures implemented by its investments with the aim of minimizing risk, which include among others the periodic review of customers' financial data, the adjustment of credit limits where necessary, the design of the companies' credit policy in relation to sales policy, the close monitoring of open balances, and the taking of security measures for the collection of receivables. The Company also maintains insurance policies covering open receivables where possible, and through factoring agreements discounts trade receivables by way of non-recourse assignment, thereby further reducing credit risk. The exposure of the specialized retail segment to credit risk is limited, as the majority of sales are retail sales and the consideration is collected either in cash or by credit card. In credit card sales, the Company's claim is directed against the intermediary Bank, and the related receivables are distributed among a sufficient number of reliable banking institutions, with the result that credit risk is assessed as very low. In addition, service invoices are issued primarily to suppliers in the context of "shop-in-shop" arrangements, which are as a rule offset against corresponding liabilities to suppliers, further reducing credit risk. To monitor credit risk, customers are grouped according to the category to which they belong, their credit risk characteristics, the maturity of their receivables and any previous collection problems they have demonstrated, taking into account future factors in relation to customers and the economic environment. In determining the risk of default at initial recognition of trade receivables, the Company and its investments define default based on the following general criteria: • a period of 180 days or more has elapsed since the maturity of the trade receivable; and • the debtor is unable to repay its credit obligations in full With regard to the 180-day period, different time periods may be applied on a case-by-case basis as default criteria, which may be considered more appropriate depending on the specific characteristics of the customers of each of the Company's investment. The definition of default is consistent with the way the Company and its investments monitor credit risk for internal management purposes, in accordance with IFRS 9. With regard to the write-off policy, a financial asset is written off when there is no reasonable prospect of recovering it either in full or in part. The Company and its investments perform a relevant client-level assessment of the amount and timing of the write-off by evaluating whether there is a reasonable expectation of recovering the related asset. Annual Financial Report | January -December 2025 13 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS iii. Main risks and uncertainties Impairment of financial assets The Company and its investments apply the simplified approach of IFRS 9 for the calculation of expected credit losses, under which the loss allowance is always measured at an amount equal to lifetime expected credit losses for trade receivables, cheques receivable, and receivables from credit card sales. The policy followed for the impairment of receivables consists of performing an impairment test at each reporting date, using a provision matrix, on the basis of which expected credit losses are calculated by customer category and by ageing bucket (maturity) of overdue balances. As at December 31, 2025 and December 31, 2024, the financial assets held by the Company and its investments that are subject to the expected credit loss model relate to trade receivables. Their carrying amounts at the above reporting dates are as follows: CONSOLIDATION COMPANY Amounts in thousands € 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Trade receivables 61,304 52,830 5,238 3 Receivables from credit cards 13,032 - 10,776 - - 373 Receivable from subsidiaries (Note 39.1) - 1,677 Cheques receivables 10,165 1,274 203 - Less: Provisions for doubtful receivables (6,760) - (6,601) (72) Trade receivables 75,644 60,377 7,046 376 Due to the wide diversification of the business segments of the Company's investment, the estimate of expected credit losses is calculated and monitored by business segment taking into account the customer category and the broader economic environment in which they operate. In all cases, receivables past due more than 365 days are fully impaired. Regarding receivables from the public sector, the Company and its investments estimate that there is no risk of not receiving them unless there are indications that the receivable will become uncollectible. The cash and cash equivalents of the Company and its investments are primarily invested in counterparties of high credit ratings and for a short period of time and are considered to have low credit risk. Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company and its investments are exposed to interest rate risk through the effect of changes in interest rates on their interest-bearing borrowings. The Company's borrowings as at 31.12.2025 relate to the listed Common Bond Loan at a fixed interest rate, which it issued on 15.12.2023; therefore, its exposure to interest rate risk is not material. The Company's investments finance their working capital needs and new investments through borrowings at either fixed or floating interest rates and are therefore exposed to interest rate risk due to changes in borrowing rates. The existing financing lines of the Company and its investments have low interest rates. In the event of future increases in base rates and the borrowings themselves to fund new sales for certain activities requiring working capital, to the extent that cash on hand is insufficient to meet the working capital needs of the companies and they are required to engage in short-term borrowings, financial costs may increase. Annual Financial Report | January -December 2025 14 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS iii. Main risks and uncertainties The table below shows the effect on the income statement of a 20% change in the average borrowing rate, with all other variables held constant, through its effect on variable rate borrowings: CONSOLIDATION COMPANY Effect on profit before tax 01.01- 01.01- 01.01- 01.01- Amounts in thousands € 31.12.2025 31.12.2024 31.12.2025 31.12.2024 20% increase in the average borrowing rate (587) (502) (135) (15) 20% decrease in the average borrowing rate 587 502 135 15 The Company and its investments monitor trends in interest rate fluctuations in conjunction with their financing needs and liquidity position, and examine risk management options, including for example through the improvement of the terms of existing loans. Liquidity risk Liquidity risk consists of the inability of the Company and its investments to meet their financial obligations as they fall due. The Company and its investments have debt financing lines and capital adequacy which cover their cash requirements under current circumstances. Factors that may strain its cash liquidity in 2026 include significant and unforeseen bad debts, interruption of bank borrowings, change in credit terms from suppliers, increased working capital requirements, which may result in a shortage of cash liquidity. To avoid liquidity risks, the Company and its investments carry out a cash flow forecast for a period of one year when preparing the annual budget, and a monthly rolling forecast of one month so as to ensure that they have sufficient cash to meet their operating needs, including meeting their financial obligations. This policy does not take into account the relative impact of extreme circumstances that cannot be foreseen. The table below shows the contractual maturities of financial liabilities, including estimates of interest payments: 31 December 2025 CONSOLIDATION Book Contractual Up to 1 Over 5 Amounts in thousands € 1 to 5 years value cash flows year years Borrowings 161,343 186,998 18,840 168,158 - Lease liabilities 268,524 371,849 18,418 71,220 282,211 Suppliers 143,298 143,298 143,298 - - Other short-term liabilities 35,393 35,393 35,393 - - Total 608,558 737,538 215,949 239,378 282,211 31 December 2024 CONSOLIDATION Book Contractual Up to 1 Over 5 Amounts in thousands € 1 to 5 years value cash flows year years Borrowings 128,486 153,438 13,562 139,876 - 264,017 370,032 17,104 65,724 287,205 Lease liabilities 119,581 119,581 119,581 - - Suppliers Other short-term liabilities 30,185 30,185 30,185 - - 542,270 673,237 180,432 205,600 287,205 Total 31 December 2025 COMPANY Book Contractual Up to 1 Over 5 Amounts in thousands € 1 to 5 years value cash flows year years Borrowings 97,606 116,148 5,560 110,588 - Lease liabilities 3,572 3,942 578 2,668 696 Suppliers 5,094 5,094 5,094 - - Other short-term liabilities 4,122 4,122 4,122 - - Total 110,394 129,306 15,354 113,256 696 Annual Financial Report | January -December 2025 15 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS iii. Main risks and uncertainties 31 December 2025 COMPANY Book Contractual Up to 1 Over 5 Amounts in thousands € 1 to 5 years value cash flows year years Borrowings 96,811 121,707 5,316 116,391 - 120 129 50 79 - Lease liabilities 340 340 340 - - Suppliers Other short-term liabilities 3,584 3,584 3,584 - - 100,854 125,759 9,290 116,469 - Total Foreign Currency Risk Foreign currency risk consists of the possibility that the fair value of the cash ﬂows of a ﬁnancial instrument will ﬂuctuate due to changes in foreign exchange rates. The Company's investments operate in Greece and abroad and are therefore exposed to foreign currency risk arising from changes in the functional currencies of the countries in which they operate relative to other currencies. The principal currencies in which the Company's investments transact are the Euro and the US Dollar. Foreign currency risks that do not aﬀect the cash ﬂows of the Company and its investments (e.g. risks arising from the translation of the ﬁnancial statements of foreign operations int o the presentation currency of the Company's ﬁnancial statements) are generally not hedged. The following table presents the sensitivity to a reasonably possible change in the exchange rate, with all other variables held constant, on proﬁt before tax (due to changes in the fair value of monetary assets and liabilities): CONSOLIDATION COMPANY 01.01- 01.01- 01.01- 01.01- Amounts in thousands € 31.12.2025 31.12.2024 31.12.2025 31.12.2024 10% increase in the exchange rate (18) (2) (14) - 10% decrease in the exchange rate 18 2 14 - Market Price Risk Market Price risk refers to the inflationary deviations that are observed and that could potentially increase the cost of goods sold and general expenses of the Company and its investments. Weather, environmental or other conditions, such as the wars in the Middle East or in Ukraine, could create raw material supply issues as well as increases in energy prices and burden the costs of the Company and its investments. Management monitors price fluctuations and takes appropriate actions with the aim of minimizing the impact on the results of the Company and its investments. Risks from the Departure of Executives from the Company and its investments The Company's Management is supported by a team of experienced executives as well as experienced executives who manage the companies in which it has invested. All executives have a deep knowledge of the subject matter of the companies they manage, as well as significant expertise and contribute to the further development of these companies. In addition, they have access to sensitive, personal and confidential information, data and intellectual property rights, which, if leaked, may cause significant damage and even criminal liability to the Company (see “Risk of Professional Liability for Personal Data Management”). Maintaining the cooperation between the Company and the executives and employees who have contributed and are contributing to the improvement of the financial results is a key prerequisite for the Company's continued success. Annual Financial Report | January -December 2025 16 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS iii. Main risks and uncertainties Risk of inadequate insurance of the Company's assets, liabilities, fines and other assets The Company and its investments have taken out insurance policies to reduce various risks. In any case, however, it is not possible to foresee any omissions by the companies or third parties (e.g., consultants through which the Group plans and covers its insurance risk) that may lead to the activation of the clauses in the insurance policies relating to non-payment of claims. In this respect, it should be noted that insurance policies contain a number of exclusions (e.g., third party liability) which exempt insurance companies from the obligation to pay compensation. The Company and its investments make efforts to cover third party liability claims or other similar cases, but this is not always possible. The Group covers through insurance the risks arising from the storage of its goods in the warehouses of an independent third-party company, but this is not feasible for all cases (risks), as already mentioned. The Company and its investments make every effort to cover third party liability or similar cases, but this is not always possible. And they enter into insurance policies with insurance companies that have positive financials, and therefore can under normal circumstances meet their obligations to pay high claims for significant losses, although this cannot be fully assured Risk of professional liability for personal data management Specific investments of the Company provide Trust, Cybersecurity and Software services and solutions in the context of which personal and sensitive data of individuals and legal entities are accessed and processed. They have obtained the necessary technical and procedural measures as well as the necessary certifications related to information security (ISO 27001:2013 & ISO 27701:2019), business continuity (ISO 22301:2019) anti-bribery protection (ISO37001:2016), environmental management (ISO14001:2015), Trust services (eIDAS EE 910/2014), EU Secret & NATO Secret security classification services as well as certifications for the quality of the services they provide (ISO 9001:2015). In addition to the certifications and to cover the risk of information leakage and compliance with the General Data Protection Regulation (EU) 2016/679 (GDPR), companies are constantly investing in technologies and internal processes that are designed to protect against any leakage. The residual risk is covered by a special insurance product (Cyber Risk Insurance) provided by a specialized company (see above for the coverage of the relevant risk) which includes, among other things, coverage in case of a third-party claim for damage caused by information leakage. It should be noted that the insurance policy contains several exclusions which may relieve the insurer from the obligation to pay compensation. The consequences or damage resulting from a possible leakage of information are extremely difficult to predict, but in any event may have a negative impact on the financial results of the investments concerned. Risk of inventory obsolescence The Company’s investments, which have inventory, take all necessary measures to minimize the risk of inventory obsolescence due to improper maintenance/storage or technological or other changes. However, it is not possible to foresee a significant devaluation in commodity prices due to technological or other obsolescence, which may have a significant impact on their financial results and, by extension, on the Company. The subsidiary "ATTICA DEPARTMENT STORES S.A." retains the right of return for the majority of its merchandise. Risk of decrease in demand and increase in cost The possibility of a deterioration of the economic climate in Greece and abroad may lead to a reduction in demand. The Company does not observe any relevant events at present and at the same time tries to maintain the “elasticity” of its investments expenses. Annual Financial Report | January -December 2025 17 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS iii. Main risks and uncertainties Climate Change Impact Risk Climate change represents a critical and growing risk, with multidimensional effects that may impact the Company's investments in the Food segment. The effects range from the availability and quality of arable land to reduced yield per acre and the deterioration of the quality of agricultural raw materials. The Company's investments in the Food segment make use of new technologies and take all necessary measures to reduce risk and manage it optimally. Operational Risks The Company and its investments have put in place appropriate policies and procedures for the management of operational risk, which may arise in the course of day-to-day business operations. Despite the preventive measures and internal control systems in place, it is not possible to fully exclude the possibility of loss arising from events such as: • Fraudulent acts • Misconduct or inappropriate behaviour by staff • Inadequacy of information systems and technological infrastructure • Accidents or other sudden incidents that may affect operations. The Company and its investments continuously monitor the relevant risks and make adjustments to their procedures and systems, with the aim of minimizing impacts and ensuring business continuity. Annual Financial Report | January -December 2025 18 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS iv. Corporate Governance Statement iv. Corporate Governance Statement The Annual Management Report of the Board of Directors of the Company also includes the Corporate Governance Statement for the financial year 2025, in accordance with the provisions of paragraph 1, article 152 and paragraph 3 (b), article 153 of Law 4548/2018, article 18, paragraph 3 of Law 4706/2020, as well as the Guidelines (Part E) of the Hellenic Corporate Governance Code. In accordance with the above provisions, the Corporate Governance Statement of the Company includes the following sections: Α. Corporate Governance Code to which the Company is subject and deviations from its Specific Practices. Β. Corporate Governance Practices that apply beyond the requirements of applicable law. C. Internal Control & Risk Management System in relation to the preparation of the financial statements, D. Composition and functioning of the Board of Directors and other administrative or supervisory bodies or committees, E. Suitability Policy and Diversity Policy regarding the composition of the Company's management, administrative and supervisory bodies F. Report on the activities of the Committees of the Board of Directors G. Related Party Transactions Policy H. Sustainable Development Policy of the Company I. Information in accordance with Directive 2004/25/EC In particular: A. Corporate Governance Code On 15.07.2021, the Board of Directors decided to voluntarily apply the Hellenic Corporate Governance Code (hereinafter “HCGC”) (June 2021), which has been prepared by the Hellenic Corporate Governance Council (hereinafter “HCGC”), a body of recognized prestige, based on a relevant decision of the Hellenic Capital Market Commission, in compliance with the obligation arising from the provision of article 17 of Law no. 4706/2020. HCGC was established in 2012 and is the result of a partnership between the Hellenic Stock Exchanges (HSE) and the Federation of Enterprises and Industries (SEV).The purpose of HCGC is to monitor the implementation of the Greek Corporate Governance Code by Greek companies and, in general, to act as a specialized body for the dissemination of corporate governance principles, to increase the credibility of the Greek market among international and domestic investors and to improve the competitiveness of Greek companies, seeking to develop a culture of good governance in the Greek economy and society. Addressing Greek sociétés anonymes (as defined by Law 4548/2018) domiciled in Greece, especially those whose securities have been admitted to trading on a regulated market (listed), pursuant to article 17 of Law 4548/2018 & 4706/2020 and Article 4 of the Decision of the Hellenic Capital Market Commission (Decision 2/905/3.3. 2021 of the Board of Directors of the Hellenic Capital Market Commission), the Greek Corporate Governance Code (HCGC - June 2021), which replaces the Greek Corporate Governance Code for Listed Companies issued by the HCGC in 2013, is adapted to Greek legislation and business reality and has been drafted on the basis of the principle of “comply or explain”. Annual Financial Report | January -December 2025 19 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS iv. Corporate Governance Statement The HCGC does not impose obligations but explains how to adopt good (best) practices with self-regulatory recommendations and facilitates the formulation of corporate governance policies and practices, which will respond to the specific circumstances of each company. The Hellenic Code of Corporate Governance (June 2021) has entered into force from the entry into force of articles 1 to 24 of Law No. 4706/2020, i.e., as of 17/7/2021 (in accordance with the transitional provision of article 92 § 3 of the above mentioned Law) and is posted on the website of the Hellenic Corporate Governance Council at: http://www.esed.org.gr/. The specific practice of the Corporate Governance Code, with which the Company has not complied, is presented below, followed by a brief explanation of the reasons that justify the specific non-compliance/deviation: Part A - Board of Directors 2.4 Remuneration of the members of the Board of Directors 2.4.14. The contracts of the executive members of the Board of Directors provide that the Board of Directors may demand the return of all or part of the bonus awarded due to breach of contractual terms or inaccurate financial statements of previous years or, in general, on the basis of incorrect financial data used to calculate this bonus. The employment contracts of the executive members do not provide for the return of all or part of the bonus awarded as they were concluded twenty years ago and have not been amended in the basic terms since then. The Company's Remuneration Policy as reviewed by the Regular General Meeting of Shareholders on 05.06.2025, following the unanimous recommendation of the Board of Directors, sets out the conditions for the deferral of the payment of variable remuneration and its recovery by the Company. The relevant provision was already included in the Remuneration Policy since its last revision by the Extraordinary General Meeting of Shareholders held on December 2, 2021. B. Corporate Governance Practices that are applied beyond the requirements of the applicable legislation Indicatively, the following best practices and self-regulatory recommendations that the Company applies and are incorporated in the Greek Corporate Governance Code are listed below: 1. At the beginning of each calendar year, the Board of Directors adopts a calendar of meetings and an annual action plan, which is revised according to developments and the needs of the Company, in order to ensure the correct, complete and timely fulfilment of its duties, as well as the consideration of all issues on which it decides. 2. The members of the Board of Directors receive the agenda of the next meeting and supporting documents in good time, i.e. before the expiry of the mandatory legal deadlines set by law, so that they can be studied, taking into account each time the complexity of the issues to be discussed. 3. The responsibilities of the Chairman are expressly established by the Board of Directors, distinct from those of the Chief Executive Officer, and are described in the Company's Rules of Procedure and the Rules of Procedure of the Board of Directors, which are updated and issued and approved by the Board of Directors and are posted on the Company's website Corporate Governance - IDEAL Holdings. 4. The Board of Directors is supported by a competent, qualified and experienced Company Secretary who attends its meetings. All members of the Board of Directors have access to the services of the Board and its Committees and ensure the efficient flow of information between the Board and its Committees and between Senior Management and the Board of Directors. The Company Secretary shall design the induction program for newly elected Board members immediately after their election and ensure that they are provided with ongoing Annual Financial Report | January -December 2025 20 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS iv. Corporate Governance Statement information and training on matters relating to the Company. The Company Secretary shall also ensure the effective organization of General Meetings. 5. The Chairman of the Board of Directors is available for meetings with shareholders of the Company and shall discuss with them matters relating to the governance of the Company. The Chairman shall ensure that the views of shareholders are communicated to the Board of Directors. This facilitates the exercise of shareholders' rights and active dialogue with them (shareholder engagement). 6. The Audit Committee shall implement a process of periodic evaluation of the effectiveness of its operation as stated in its Operating Regulations posted on the Company's website. C. Internal Control & Risk Management Systems The Internal Control System, to which the Company attaches particular importance, consists of control mechanisms and control procedures covering the Company and its subsidiaries in order to ensure their effective and safe operation. The Internal Control System is designed to ensure: • The implementation of the business strategy consistently and with efficient use of available resources; • The identification, assessment, measurement and management of risks that are being or have been assumed; • Compliance with the applicable regulatory framework as well as with internal regulations and rules of conduct and ethics; • The effective operation of IT systems in support of the business strategy and the protection of information and data; • The integrity and reliability of the data and information required for the accurate and timely determination of the Company's financial position; • The prevention and avoidance of improper actions that could jeopardize the reputation and interests of the Company, Shareholders and stakeholders. The Company's Audit Committee is responsible for the effective operation of the Internal Control System through the system of internal control, risk management and regulatory compliance, as well as for supervision and monitoring of the statutory audit and issues related to objectivity and independence of the Statutory Auditors and financial reporting monitoring. The adequacy of the Internal Control System is monitored on a regular basis by the Audit Committee through two- way communication with the Internal Audit Unit, the Risk Management Unit and the Compliance Unit and annually based on the relevant data and information provided by the Internal Audit Unit, the findings and observations of the External Auditors and the Supervisory Authorities. Internal Audit Unit The Company maintains an Internal Audit Unit, which operates as an independent and objective assurance and consulting function, in accordance with its approved Rules of Operation and the applicable legislative and regulatory framework. The Internal Audit Unit enjoys institutionally established independence; it reports administratively to the Chief Executive Officer and functionally to the Audit Committee, and has full, free and unrestricted access to any organizational unit, activity, record, data, information system and information necessary for the performance of its duties. The Company’s Management and staff are required to fully cooperate with the Unit and to facilitate, by all appropriate means, the fulfillment of its mission. The mission of the Internal Audit Unit is to provide independent and objective assurance and consulting services for the evaluation and improvement of the effectiveness of corporate governance processes, risk management, regulatory compliance, and the Internal Control System. In this context, the Unit prepares and implements an annual audit plan based on risk assessment, which is submitted to the Audit Committee for approval, and Annual Financial Report | January -December 2025 21 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS iv. Corporate Governance Statement conducts regular, ad hoc and special audits of the Company’s functions, processes, systems and activities. At the same time, it formulates findings and recommendations, monitors the implementation of agreed corrective actions, and reports thereon to the Audit Committee and, through it, to the Board of Directors. Responsibility for the establishment, implementation and ongoing operation of the Internal Control System, as well as for the appropriate policies, procedures and controls relating to financial reporting and the preparation of the separate and consolidated financial statements, lies with Management, under the supervision of the Board of Directors. The Audit Committee monitors the effectiveness of the Internal Control System, the financial reporting process, and the operation of the Internal Audit Unit, without substituting the responsibilities of Management, the Internal Audit Unit, or the external auditors. Within this framework, the Company has established procedures and control mechanisms aimed, inter alia, at the proper, complete and timely recognition and recording of transactions, the application of uniform accounting principles and procedures, the preparation of financial statements in accordance with the applicable accounting framework, the timely identification of issues requiring the formation of provisions or other accounting estimates, as well as the performance of periodic analyses and variance reviews to identify unusual transactions or areas requiring further investigation and corrective action. The Internal Audit Unit independently evaluates the adequacy and effectiveness of the above framework and submits the relevant reports to the Audit Committee. Risk Management Unit The Company maintains a Risk Management Unit, which operates as a distinct second line of defense function within the Internal Control System and in accordance with its approved Rules of Operation. Its mission is to support Management, the Audit Committee and the Board of Directors in the design, implementation, monitoring and continuous improvement of a unified and documented risk management framework, tailored to the Company’s size, nature, complexity and risk profile. Primary responsibility for the identification, assessment, monitoring and management of risks lies with the Company’s business and support units, which act as risk owners within their respective areas of responsibility. The heads of these units are responsible for the timely identification and management of relevant risks, the implementation of appropriate controls, the reporting of material incidents, and for cooperating with the Risk Management Unit in updating risk registers, indicators and action plans. The Risk Management Unit does not substitute Management in operational decision-making, nor does it assume primary responsibility for the operation of controls; rather, it performs a coordinating, methodological, advisory, monitoring and escalation role. Within the scope of its responsibilities, the Risk Management Unit prepares and implements an annual work plan based on the Company’s risk profile and its strategic and operational priorities, maintains and updates the risk register and relevant supporting records, monitors risk indicators and the progress of action plans, and assesses the Company’s exposure to material risks, taking into account both inherent and residual risk. Risk acceptance by the first line of defense is permitted only within the Company’s approved risk appetite and delegated authorities, while any breach or inability to mitigate risks is escalated in accordance with the prescribed procedures. The Unit submits periodic and ad hoc reports to Management, the Audit Committee and the Board of Directors, as appropriate, regarding the Company’s overall risk profile, key trends, key risk indicators, significant changes, delays in action plans, critical weaknesses, and issues requiring escalation or decision-making. The Unit cooperates with other second and third line of defense functions, including the Compliance Unit and the Internal Audit Unit, while maintaining a clearly distinct purpose, responsibilities, documentation and reporting lines. The effectiveness of its function is assessed periodically, with the aim of continuously improving the risk management framework and enhancing the Company’s resilience. Annual Financial Report | January -December 2025 22 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS iv. Corporate Governance Statement Regulatory Compliance Unit The Company maintains a Regulatory Compliance Unit, which operates as an independent second line of defense function within the Internal Control System and in accordance with its approved Rules of Operation. Its mission is to support the Company in ensuring its timely, complete and ongoing compliance with the applicable legislative, regulatory and supervisory framework, as well as with the internal rules, policies and procedures governing its organization and operation. The Unit operates in accordance with the principles of independence, objectivity, proportionality, prevention, documentation and a risk-based approach, without substituting Management or the business and support units in their primary responsibility for compliance. Ultimate responsibility for the Company’s compliance remains with the Board of Directors and is delegated hierarchically to Management and the competent organizational units, depending on their respective areas of responsibility. In this context, the Regulatory Compliance Unit has a coordinating, advisory, monitoring and escalation role, aiming at the timely identification of regulatory obligations, the prevention of breaches, the support of compliance, and the prompt updating the competent bodies on material matters. The Unit reports administratively to the Chief Executive Officer or another executive body designated by the Board of Directors and functionally to the Audit Committee and, where required, to the Board of Directors. It has unrestricted access to data, systems, documents and personnel necessary for the performance of its duties. Within the scope of its responsibilities, the Unit establishes and maintains the Company’s regulatory obligations register and compliance calendar, systematically monitors legislative, regulatory and supervisory developments, and assesses their impact on the Company’s activities, processes and obligations as a listed company. In parallel, it prepares an annual action plan based on compliance risk assessment, provides regulatory guidance and interpretative support to the relevant units, performs thematic reviews and risk-based compliance testing, records findings, recommends corrective or preventive actions, and monitors their implementation through a relevant open actions register. To assess the effectiveness of its function, indicators may be used, such as the level of implementation of the annual action plan, response time to significant queries, time to close findings, training coverage, and the degree of updating of the obligations register. Particular emphasis is placed on corporate governance matters, conflicts of interest, gifts and hospitality, inside information and Market Abuse Regulation (MAR) obligations, related-party transactions, personal data protection and cybersecurity, whistleblowing and the protection of reporting persons, as well as the prevention of fraud, bribery and other integrity breaches. The Unit submits periodic and ad hoc reports to the Audit Committee and, through it or, where required, directly to the Board of Directors. Its effectiveness is assessed periodically with the aim of continuously improving the compliance framework and strengthening the Company’s culture of integrity and transparency. The Internal Audit, Risk Management and Regulatory Compliance Units operate on the basis of approved Rules of Operation, which set out, inter alia, their mission, responsibilities, reporting lines, principles of independence and operating framework. The relevant Rules are available on the Company’s website under the section “Corporate Governance / Units” for the information of shareholders and the investment community. Description of the main features of the Company's internal control and risk management systems in relation to the preparation of the ﬁnancial statements The Company's Internal Control and Risk Management System in relation to the process of preparing financial statements and financial reports includes safeguards and control mechanisms at various levels within the Organization related to the use of tools and methodologies commonly accepted in accordance with international practices. Annual Financial Report | January -December 2025 23 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS iv. Corporate Governance Statement The main areas where safeguards related to the preparation of the Company's financial reports and financial statements are the following: 1. Application of specific accounting principles and assumptions and their regular updating and monitoring by independent auditors. 2. Adequacy of knowledge, qualifications and availability of the involved executives with clearly separated roles and areas of responsibility. 3. Existence of documented and updated procedures related to the issuance of financial statements and an appropriate timetable. 4. Use of information systems for issuing financial statements and preparing financial reports, linked to the Company's ERP, accessible with distinct roles and rights of use to all consolidated Group companies. 5. Existence of safeguards related to the security of the information systems used. 6. Monitoring and reporting transactions, assets and liabilities with related parties. 7. Approval of income and expenditure by the competent parties, monitoring of compliance with the terms of the relevant contracts and monitoring and approval of payments. 8. Regular communication between the Independent Auditors and the Management and the Audit Committee. 9. Regular communication between the members of the Audit Committee and the Chief Financial Officer and the Head of the Internal Audit Unit. 10. Holding regular meetings to validate and record significant judgments, assumptions and estimates affecting the financial statements. 11. Existence of a risk management methodology and documentation of its implementation. Results of the assessment procedure of the Internal Control System in accordance with article 14, paragraph 3 (j) and paragraph 4 of Law 4706/2020 and the relevant decisions of the Board of Directors of the Hellenic Capital Market Commission The Board of Directors of the Company, within the scope of its responsibilities pursuant to Article 4(1) of Law 4706/2020 and in accordance with the Policy and Procedure provided for in the Company’s Rules of Operation, monitored the periodic evaluation of the implementation and effectiveness of the Company’s Corporate Governance System (“CGS”). Furthermore, pursuant to Article 14, paragraph 3 (j) and paragraph 4 of Law 4706/2020, in conjunction with Decisions No. 1/891/30.09.2020 and 2/917/17.06.2021 of the Board of Directors of the Hellenic Capital Market Commission, the Board of Directors, following a relevant recommendation made by the Audit Committee, appointed “Grant Thornton Chartered Accountants Management Consultants S.A.” as an independent evaluator to perform an assessment of the adequacy and effectiveness of the Company’s Internal Control System (“ICS”) and those of its significant subsidiaries, for the period from 01.01.2023 to 31.12.2025, with a reporting date of 31.12.2025. he Board of Directors also assigned the same firm to carry out an assessment of the implementation and effectiveness of the Company’s CGS, with a reporting date of 31.12.2025, notwithstanding that an assessment of the CGS had previously been conducted with a reporting date of 31.12.2024. Following the remarks set out in letter no. prot. 434/24.02.2025 of the Hellenic Capital Market Commission, the assessment was conducted with the same reference date as the ICS assessment, so that the results of both evaluations could be presented in a unified manner in the Corporate Governance Statement for the financial year 2025. Annual Financial Report | January -December 2025 24 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS iv. Corporate Governance Statement During the assessment of the adequacy and effectiveness of the Company’s Internal Control System and those of its significant subsidiaries, for the reporting period from 01.01.2023 to 31.12.2025 and with a reporting date of 31.12.2025, as reflected in the Summary Evaluation Report on the Adequacy and Effectiveness of the Internal Control System, which was received by the Company on 30.03.2026, no material weaknesses were identified in the Company’s Internal Control System or in those of its significant subsidiaries, in accordance with the applicable regulatory framework. Furthermore, according to the conclusion of the Assurance Report on the evaluation of the Corporate Governance System, with a reporting date of 31.12.2025, which was also received by the Company on 30.03.2026, no material weaknesses were identified in the Corporate Governance System, in accordance with the applicable criteria. Subsequent to the reporting date and following receipt of the above reports, the Company took into account the evaluator’s recommendations for improvement and proceeded with their assessment, as well as with the initiation of relevant actions, with a view to further strengthening both the Internal Control System and the Corporate Governance System. D. Composition and functioning of the Board of Directors and other administrative or supervisory bodies or committees i. General Meeting of Shareholders Place of the General Meeting The General Meeting shall be held at the Company's registered office or in the district of another municipality within the prefecture of the registered office or another municipality adjacent to the registered office or in the district of the municipality where the Athens Stock Exchange is located, at least once every fiscal year and by the 10th calendar day of the ninth (9th) month following the end of the fiscal year, while it shall meet in an extraordinary session whenever the Board of Directors deems it necessary. Shareholders may also participate in the General Meeting via teleconference and/or at a distance in accordance with the conditions and terms of paragraphs 125 and 126 of Art. 4548/2018. In this case, the company shall take sufficient measures to ensure the identity and participation of persons entitled to participate or attend the General Meeting. Shareholders who participate remotely are entitled to vote by correspondence or by electronic means. Responsibility for convening, procedure and quorum The General Meeting shall be convened by the Board of Directors, which shall determine the items on the agenda, at least twenty (20) days prior to the day set for the meeting, counting the days that are exceptional, with the exception of repeat Meetings and similar meetings. The day of publication of the notice of the General Meeting and the day of the meeting shall not be counted. The notice shall be published within the time limits laid down in Article 122(1). 1 of Law 4548/2018 in accordance with the specific provisions of article 121, paragraph 4 of Law 4548/2018 as applicable.It shall include information on: 1. The date, time and place of the General Meeting, 2. The basic rules and practices for participation, including the right to place items on the agenda and to ask questions, and the time limits within which these rights may be exercised, 3. The voting procedures, the conditions for proxy voting and the forms to be used for proxy voting, 4. The proposed agenda for the meeting, including draft resolutions to be discussed and voted on and any binding documents, Annual Financial Report | January -December 2025 25 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS iv. Corporate Governance Statement 5. The proposed list of nominees for Board members and their biographies (if there is a question of election of members); and 6. The total number of shares and voting rights as at the date of the meeting. The General Meeting is quorate and meets validly on the items on the agenda, except for those items expressly mentioned in the next paragraph, provided that shareholders representing at least 1/5 of the paid-up share capital are present in person or by proxy. If this quorum is not met, the General Meeting shall reconvene within twenty (20) days of the date of the meeting that was cancelled, with at least ten (10) days' notice. Following such a call, the General Meeting shall constitute a quorum and shall validly meet on the items on the original agenda, whatever the proportion of the paid-up share capital represented at the meeting. No further notice is required if the original notice specifies the place and time of the statutory repeat meetings in the event that the original quorum is not reached. Exceptionally, when it comes to decisions concerning (1) the change of the Company's nationality, (2) the change of its scope, (3) the increase of the shareholders' liabilities, (4) with the exception of the extraordinary increase of the share capital referred to in Article 6 paragraph 1 of these Articles of Association decided by the Board of Directors, any increase in the share capital, unless required by law or made by capitalization of reserves (5) in the reduction of the share capital, unless made in accordance with paragraph 5 of Article 21 of the Act. 4548/2018 (6) the issue of a bond with the right to be converted into shares of the Company pursuant to Article 71 of the Law. 4548/2018 (7) the change in the manner of distribution of profits; (8) the merger, division, transformation of the Company; (9) the revival, extension of the duration and dissolution of the Company; (10) the granting or renewal of authority to the Board of Directors to increase the share capital pursuant to paragraph 1 of Article 24 of Law No. 4548/2018, and (11) in any other case stipulated by law, the General Meeting shall be quorate and validly convene on the items on the agenda, provided that shareholders representing one second (1/2) of the paid-up share capital are present in person or represented. If this quorum is not achieved, the General Meeting is convened and reconvenes as stated immediately above and a quorum is present and validly meets on the items on the original agenda if shareholders representing at least one third (1/3) of the paid-up share capital are present in person or represented. For as long as the Company's shares remain listed for which a decision to increase the capital is to be taken, the General Meeting at the reconvened meeting shall constitute a quorum if shareholders representing at least one fifth (1/5) of the paid-up share capital are present or represented at the meeting. Responsibilities of the General Meeting The General Meeting of Shareholders, being the supreme body of the Company, is entitled to decide on any matter of the Company, and as long as it meets in accordance with the Law and the Articles of Association, it represents the group of Shareholders and its decisions are binding on all, even the absent or dissenting Shareholders. In particular, the General Meeting alone is competent to decide on: 1. Amendments to the Articles of Association. Such amendments include, but are not limited to, those concerning the increase or reduction of the capital, the dissolution of the Company, the extension of its duration, its merger with another company, as well as its dissolution, transformation and revival. 2. The election of the members of the Board of Directors and the Auditors and the determination of their remuneration. 3. The approval or revision or amendment of the annual financial statements prepared by the Board of Directors and the allocation of net profits. Annual Financial Report | January -December 2025 26 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS iv. Corporate Governance Statement 4. The issuance of a bond with the right to be converted into shares of the Company in accordance with article 71 of Law 4548/2018. 5. The dissolution of the Company, its merger with another as well as its split, conversion and revival. 6. The appointment of liquidators in case of dissolution of the Company. 7. To approve, by open vote, the overall management of the Board of Directors and the discharge of the auditors from any liability after the adoption of the annual financial statements and after hearing the report on the Board of Directors' activities and on the general state of corporate affairs and the Company. Members of the Board of Directors and employees of the Company are also entitled to participate in the above voting, but only with shares owned by them. 8. To bring an action against members of the Board of Directors or the auditors for breach of their duties under the Law and the Articles of Association. 9. Any other power that, according to Law 4548/2018, belongs exclusively to the General Meeting. The above powers of the General Meeting do not include the cases listed in paragraph 2 of article 117 of Law 4548/2018. Rights of shareholders 1. From the day of publication of the notice of the General Meeting of Shareholders (AGM) until the day of the AGM, the company shall make available to its shareholders, through the posting on its website, the following information: a) the notice convening the general meeting b) the total number of shares and voting rights attached to the shares on the date of the invitation c) the forms to be used for voting by proxy or representative and for voting by mail or electronic means d) the documents to be submitted to the General Meeting, draft resolutions for each item of the proposed agenda of the Board of Directors as well as the draft resolutions proposed by the shareholders immediately after their receipt by the Company. 2. At the request of shareholders representing one twentieth (1/20) of the paid-up capital, the Board of Directors shall be obliged to convene an extraordinary general meeting of shareholders, setting a date for such meeting, which may not be more than forty-five (45) days from the date of service of the request on the Chairman of the Board of Directors. 3. At the request of shareholders representing one twentieth (1/20) of the paid-up share capital of the Company, which must be received by the Board of Directors at least fifteen (15) days prior to the General Meeting, the Board of Directors of the Company shall be obliged to include additional items on the agenda of the General Meeting. The request to include additional items on the agenda shall be accompanied by a justification or a draft resolution for approval by the General Meeting and the revised agenda shall be published in the same manner as the previous agenda, thirteen (13) days prior to the date of the General Meeting, and at the same time shall be made available to shareholders on the Company's website, together with the justification or draft resolution submitted by the shareholders in accordance with the provisions of Article 123 par. 4 of Law 4548/2018, as amended. If these matters are not published, the requesting shareholders are entitled to request the postponement of the General Meeting, in accordance with paragraph 5 of article 141 of Law 4548/2018, and to make the publication themselves, at the Company's expense. 4. Shareholders representing 1/20 of the paid-up share capital of the Company by request, which must reach the Board of Directors no later than seven (7) days before the date of the General Meeting, are entitled to request to submit draft resolutions on the items included in the original or revised agenda of the General Meeting, pursuant Annual Financial Report | January -December 2025 27 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS iv. Corporate Governance Statement to Article 141 par. 3 of Law 4548/2018, and the Board of Directors is obliged to make them available to the shareholders at least six (6) days before the date of the General Meeting. 5. At the request of a shareholder or shareholders representing one twentieth (1/20) of the paid-up capital, the chairman of the meeting shall be obliged to postpone only once the adoption of resolutions by the General Meeting (ordinary or extraordinary) on all or certain matters, setting a date for the continuation of the meeting, that specified in the shareholders' request, but which may not be more than twenty (20) days from the date of the postponement. 6. At the request of any shareholder, which may be submitted to the Company at least five (5) full days prior to the General Meeting, the Board of Directors shall provide the General Meeting with the specific information requested on the affairs of the Company, to the extent that such information is useful for the actual assessment of the items on the agenda. The Board of Directors may reply in a single reply to requests from shareholders with the same content. There is no obligation to provide information when the relevant information is already available on the Company's website. Furthermore, upon request of shareholders representing 1/20th of the paid-up share capital, the Board of Directors is obliged to inform the General Meeting of the amounts paid to each member of the Board of Directors or the Company's directors during the last two years, as well as any benefits paid to these persons from any cause or contract of the Company with them. 7. Shareholders representing 1/10 of the paid-up share capital of the Company shall be entitled to request the Company at least five (5) full days before the General Meeting and the Board of Directors shall be obliged to provide the General Meeting with information on the progress of the Company's affairs and the Company's assets and liabilities. 8. At the request of shareholders representing one twentieth (1/20) of the paid-up capital, voting on an item or items on the agenda shall be conducted by open ballot. In all the cases mentioned above, the applicant shareholders must prove their shareholding status and the number of shares they hold at the time of exercising the relevant right. Proof of shareholding may be provided by any legal means and in any case on the basis of information received by the Company from the Central Securities Depository, if it provides registry services, or through the participants and registered intermediaries in the Central Securities Depository in any other case. ii. Board of Directors Composition and functioning of the Board of Directors The present Board of Directors of the Company consists of 9 members and was elected by the Extraordinary General Meeting of the shareholders on 02.12.2021 and was constituted on 03.12.2021, as follows: 1 1. Lambros Papakonstantinou, Chairman (Executive Member ) 2. Eleni Tzakou, Vice-Chairman (Independent, Non-Executive Member) 3. Panagiotis Vassiliadis, Chief Executive Officer (Executive member) 4. Savvas Asimiadis, Advisor (Executive Member) 5. Ioannis Artinos, Director (Non-Executive Member) 6. George Diakaris, Director (Non-Executive Member) 7. Marina Efraimoglou, Director (Independent, Non-Executive Member) 8. Anastasia Dritsa, Director (Independent, Non-Executive Member) 9. Panagiotis Kanellopoulos, Director (Non-Executive Member) 1 The status of the Chairman was changed from Non-Executive Member to Executive Member on 10.07.2024 by decision of the Board of Directors. Annual Financial Report | January -December 2025 28 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS iv. Corporate Governance Statement The Board of Directors of the Company, at its meeting on 23.03.2026, verified that the independent members are not incompatible according to article 9 of Law 4706/2020 and that the criteria of independence are fulfilled and in particular: 1. not holding, directly or indirectly, a percentage of voting rights exceeding 0,5% of the Company's share capital; and 2. the exemption from any financial, business, family, or any other type of dependency relationship, which may influence their decisions and their independent and objective judgment, as this (dependency relationship) is specified in the provisions of Article 9 (2) of Law 4706/2020. The composition of the Board of Directors of the Company fully meets the requirements of Law 4706 /2020, regarding the number of independent non-executive members, meets the criteria of individual and collective suitability, in accordance with the Company's Board of Directors' Members' Suitability Policy (as approved by the General Meeting of Shareholders on 07.04.2025 and posted on the Company's website (The Policies of IDEAL Holdings S.A.), there is no incompatibility in their person according to paragraph 4 of article 3 of Law 4706/2020 and there is sufficient gender representation. The term of office of the above members of the Board of Directors was set by the General Meeting for six years, until 01.12.2027, in accordance with paragraph 3 of article 10 of the Company's Articles of Association and paragraph 1 of article 85 of Law 4548/2018 and is automatically extended until the expiry of the period within which the first Ordinary General Meeting of the Company must be convened, which always follows the expiry of the term of office of the Board of Directors. Functioning of the Board of Directors The Board of Directors, at its meeting of 15.07.2021, approved the Board of Directors' Operating Regulations, which were drafted in accordance with the Company's Articles of Association, Law 4548/2018, Law 4706/2020 and the Greek Corporate Governance Code, the Company's Internal Operating Regulations and the Board of Directors' Members' Suitability Policy. The Board of Directors has the administration and management of the corporate affairs and exercises in the name of the Company all acts of administration and management of its property and all acts relating to the pursuit of the Company's purpose, with the exception of those acts and actions which belong to the exclusive authority and competence of the General Meeting, or which have already been decided by the General Meeting. The following are indicative and not restrictive roles and responsibilities of the Board of Directors: 1. increase the share capital in accordance with the terms of article 6 par. 1 of the Company's Articles of Association, 2. define and supervises the implementation of the corporate governance system of provisions 1 to 24 of Law 4706/2020, monitors and periodically evaluates at least every three (3) financial years its implementation and effectiveness, taking appropriate actions to address deficiencies, 3. ensure the adequate and effective operation of the Company's Internal Control System, 4. determine the values of the Company's strategic orientation and the continuous monitoring of their compliance, 5. approve the Company's strategy and business plans and monitor their implementation, 6. be informed by its executive members about the market and any other developments affecting the Company, 7. understand the Company's risks and the nature of those risks and determines the extent of the Company's exposure to the risks it intends to take in the context of its long-term strategic objectives, 8. define and define the responsibilities of the Chief Executive Officer, 9. prepare the annual financial statements of the Company, 10. submit to the Annual General Meeting a report on the Company's activities and related accounts, 11. convene the General Meeting of Shareholders and set the agenda, 12. decide on any act by which rights are acquired or obligations incurred, Annual Financial Report | January -December 2025 29 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS iv. Corporate Governance Statement 13. acquire movable or immovable property, to expropriate it, to pledge it, to lease it or to grant mortgages or other rights in respect of it, 14. lend or borrow money on any terms, as well as to negotiate, set off and compromise claims, to enter into contracts of compromise, to appoint arbitrators, to decide on the institution of legal proceedings, to conduct trials, to conduct a defense, settle or abandon lawsuits, and to take legal action on behalf of and against the Company (including accepting a judgment of dismissal of all or part of a lawsuit) and even to record and extinguish mortgages, liens, or foreclosure liens, 15. identify the banks in Greece and abroad where the Company's accounts will be held, 16. decide on the establishment or construction of facilities in Greece or abroad to serve the Company's purpose, 17. enter into any contracts and enter into any obligations, either in the name of the Company alone or in partnership with third parties, 18. decide on the establishment or abolition of branches, service stations and agencies in Greece or elsewhere, determining the nature and scope of their operations and the Company's representatives in Greece and abroad, determining at the same time their obligations, rights, salaries and other remuneration, provided that they are not members of the Board of Directors, 19. propose to the General Meeting of Shareholders the reservations for the formation of ordinary and extraordinary capital reserves, 20. propose the dividends to be distributed to the Shareholders, 21. submit to the General Meeting proposals for additions or amendments to the Articles of Association, and 22. issue bonds, in accordance with the provisions of the applicable legislation. The Members of the Board of Directors must, in the exercise of their duties and responsibilities, comply with the law, the Company's Articles of Association and the legal decisions of the General Meeting. They must manage corporate affairs in order to promote corporate interest, supervise the execution of the decisions of the Board of Directors and the General Meeting and inform the other members of the Board of Directors about the corporate affairs. The Board of Directors of the Company bears collective responsibility for maintaining the Company’s records, books and supporting documentation as required by law, as well as for ensuring the preparation and publication of the annual financial statements, the management report, this Corporate Governance Statement, the consolidated financial statements and consolidated management reports, where required, as well as the remuneration report, in accordance with the provisions of the applicable legislation or, as the case may be, in accordance with the International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002, Commission Delegated Regulation (EU) 2019/815, and the sustainability reporting standards set out in Article 154A of Law 4548/2018. The Board of Directors may, by special resolution and subject to any conditions it approves, delegate the exercise of all or part of its rights and powers related to the administration, management and representation of the Company to one or more persons, whether or not such persons are members of the Board of Directors, specifying at the same time in this resolution the matters for which the relevant powers are granted, with the exception of those that, according to the Law and the Articles of Association, require collective action by the Board of Directors. The title and competence of each of these people shall always be determined by the decision of the Board of Directors appointing them. Such persons may, as far as provided for by the relevant resolutions of the Board of Directors, sub-delegate the exercise of the powers conferred on them or part thereof and thus further grant the power of attorney given to them to other persons, members of the Board of Directors, employees, lawyers or third parties in general. Annual Financial Report | January -December 2025 30 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS iv. Corporate Governance Statement The term of office of the Board of Directors shall be six years. The term of office of the Board of Directors shall be automatically extended until the expiry of the period within which the first Ordinary General Meeting of the Company must be convened, which shall always follow the expiry of the term of office of the Board of Directors. If, due to the death, resignation or for any reason of disqualification of any member or members of the Board of Directors, a vacancy of a director remains, it shall be filled by the alternate members, in the order of their election by the General Meeting of the Company. In the event that no alternate members are elected by the General Meeting, the remaining members of the Board of Directors, which in any case may not be less than three (3), shall either continue to manage and represent the Company without replacing the missing members, provided that their number exceeds one-half plus one of the members elected before the occurrence of the above events, or elect a replacement for the member or members for the remaining term of office. The above election shall be announced by the Board of Directors at the next following General Meeting, which may replace the elected members even if an item has not yet been included in the agenda of the General Meeting. The acts of the substitute elected by the Board of Directors shall be valid even if the General Meeting does not ratify his/her election or elect another director. The Board of Directors shall meet at the Company's headquarters whenever the law, the Articles of Association or the needs of the Company require it, on a day and at a time determined by the Chairman or his deputy or whenever at least two (2) of the directors request it in writing, in accordance with the provisions of article 91, paragraphs 2 and 3 of Law 4548/2018. Exceptionally, the Board of Directors may validly meet outside the Company's registered office, wherever in the country or abroad the Company or any of its Group companies has branches. The Board of Directors may hold a valid meeting at any other place, whether in the country or abroad, provided that all its members are present or represented at the meeting and none of them opposes the holding of the meeting and the adoption of resolutions. The Board of Directors may meet by videoconference in accordance with Article 90, para. 4 of Law 4548/2018. The Board of Directors shall constitute a quorum and shall meet validly if half (1/2) plus one of the directors are present or represented. In no case should the number of Directors present in person be less than three (3). Decisions of the Board of Directors shall be made by an absolute majority of the members present and represented, except for decisions which, according to the Bylaws, require an increased majority of two-thirds (2/3) of the members present and represented (increased majority). The Board of Directors is supported by a competent, qualified and experienced corporate secretary to comply with internal procedures and policies, relevant laws and regulations and to operate effectively and efficiently. The Corporate Secretary is responsible, in consultation with and in consultation with the Chairman, for ensuring that the Board of Directors is provided with prompt, clear and complete information, the induction of new members, the organization of General Meetings, facilitating shareholder communication with the Board of Directors and facilitating communication between the Board of Directors and senior management. Chairman of the Board of Directors The Board of Directors shall elect from among its members, by an absolute majority of the members present or represented, the Chairman, who shall direct the work of the Board and preside over its meetings, and the Vice- Chairman, who shall deputize for the Chairman if the latter is absent or prevented from attending. In the absence or inability to act of the Vice Chairman, he shall be replaced by another Director, who shall be appointed by the Board of Directors at its meeting and shall be recommended to have the same status as the Vice-Chairman (independent non-executive member). The Chairman of the Company’s Board of Directors is an executive member, while the Vice-Chairman is an independent non-executive member. Annual Financial Report | January -December 2025 31 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS iv. Corporate Governance Statement Pursuant to the minutes of the Board of Directors’ constitutive meeting held on 10.07.2024, the Chief Executive Officer—an executive member of the Board of Directors—was designated as the deputy to the Chairman in the event of the latter’s absence or impediment, with respect to his executive duties. The Chairman chairs the Board of Directors and is responsible for the overall effective and efficient operation and organization of its meetings. At the same time, he promotes the establishment of good and constructive relations between the members of the Board of Directors and the effective contribution to the work of the Board of Directors of all nonexecutive members. It promotes constructive dialogue and the submission of proposals and ideas by the members of the Board of Directors. The Chairman shall ensure effective communication with shareholders with a view to fair and equitable treatment of their interests, with a view to understanding their positions and presenting them to the Board. The Chairman works closely with the Chief Executive Officer and the Company Secretary to prepare Board meetings and keep them fully informed. Vice-Chairman of the Board of Directors The Vice-Chairman is elected by the members of the Board of Directors and deputizes for the Chairman in his non- executive duties in the event of his absence or impediment. If the Chairman of the Board of Directors is an executive member, then the Vice-Chairman shall be a non-executive member. In case a Vice Chairman, Independent Non-Executive Director is appointed then he shall have the following responsibilities: A) to support the Chairman in his duties B) to act as a liaison between the Chairman and the other members of the Board of Directors C) to coordinate the independent non-executive members; and D) to lead the evaluation of the Chairman In the event the Vice Chairman of the Board is not an independent non-executive director then the Board shall appoint one of its independent non-executive directors as the highest independent director. The senior independent member shall have the duties set out above for the Vice-Chairman, Independent Non-Executive Director. Chief Executive Officer The Board of Directors may delegate its powers to the Chief Executive Officer, i.e. the representation of the Company and the exercise in its name of all acts relating to the administration and management of the Company in person, including the submission of applications to ministries, banks, organizations, etc., representing the Company at all stages of the procedure and signing any document required for this purpose on behalf of the Company, including appearing before the Greek and Foreign Courts of all levels, taking the required oaths, filing lawsuits, filing charges and performing any administrative act requiring personal representation. To safeguard and protect the interests of the Company in relation to financial transactions, the Board of Directors limits the powers of the Chief Executive Officer by requiring the signature of another person or a special resolution of the Board of Directors. The Chief Executive Officer and the executive members of the Board of Directors as well as senior management shall make available to the members of the Board of Directors all information necessary for the performance of their duties at any time. Annual Financial Report | January -December 2025 32 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS iv. Corporate Governance Statement The Chief Executive Officer and the directors of the Company are obliged to provide any relevant information on corporate matters upon written or oral request of a non-executive director within three (3) working days of receipt. Executive Members The Executive Members are appointed by the Board of Directors. The Executive Members of the Board of Directors deal with day-to-day management matters and ensure the proper functioning of the Company. They are responsible for implementing the strategy set by the Board of Directors and regularly consult with the Non-Executive Members on the appropriateness of the strategy implemented. The Executive Members shall promptly inform the Board of Directors in writing, either jointly or separately, of existing crisis and risk situations and when circumstances require measures to be taken which are expected to have a significant impact on the Company. Non-Executive Members The Non-Executive Members, including the Independent Non-Executive Members, are charged with the promotion of all corporate matters. The Non-Executive Members are required to formulate independent judgements, in particular on the Company's strategy, its performance, its assets and the appointment of key management personnel. In particular, they are required to: 1. monitor and review the Company's strategy and its implementation and the achievement of its objectives. 2. ensure effective supervision of the executive directors, including monitoring and reviewing their performance. 3. consider and express views on proposals submitted by the executive members, based on existing information. In order to fulfil their duties, they may communicate with the Company's senior management through regular presentations by the heads of departments and services. The non-Executive Members meet at least annually, or at special meetings if deemed appropriate without executive directors present, to discuss the performance of the executive directors. The non-executive directors shall not sit on the Boards of Directors of more than five (5) listed companies and in the case of the Chairman of more than three (3) listed companies. Independent Non-Executive Members The Independent Non-Executive Members shall be elected by the General Meeting of Shareholders and shall not be less than one-third (1/3) of the total number of members of the Board of Directors and, in any case, shall not be less than two (2). If a fraction results, it shall be rounded to the nearest whole number. At meetings of the Board of Directors that have as their subject the preparation of the financial statements of the Company, or whose agenda includes matters for the approval of which a decision is required by the general meeting with an increased quorum and majority, in accordance with the law, the Board of Directors is quorate when at least two (2) independent non-executive members are present. In the event of an unexcused absence of an independent member at least two (2) consecutive meetings of the Board of Directors, such member shall be considered as having resigned. Such resignation shall be established by a decision of the Board of Directors, which shall replace the member. In the event of resignation or death or any other loss of the status of independent nonexecutive member, which results in the number of independent non-executive members falling below the minimum number required by law, the Board of Directors shall appoint as independent non-executive member until the next general meeting, either Annual Financial Report | January -December 2025 33 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS iv. Corporate Governance Statement an alternate member, an existing non-executive member or a new member elected as a replacement, provided that the criteria of independence of the candidate member are met. Where the number of independent non-executive members of the Board of Directors is provided for by a decision of the competent body of the Company (General Meeting of Shareholders) to be greater than the number provided for by the applicable legislation and, after the replacement, the number of independent non-executive members of the Board of Directors is less than the number provided for, a relevant announcement is posted on the Company's website, which is kept posted until the next General Meeting. The Independent Non-Executive Members shall submit separately or jointly, as the case may be, reports and statements to an ordinary or extraordinary general meeting of the Company regardless of the reports submitted by the Board of Directors. iii. Audit Committee This Audit Committee of the Company is an independent (joint) committee pursuant to Article 44 par. 1 (ab) of the law. 4449/2017, which consists of three (3) members, including one (1) member of the Board of Directors of the Company, who is an independent non-executive member, pursuant to the provisions of article 9 par. 1 and 2 of the law. 4706/2020 and two (2) members are third parties and independent of the Company, similarly in accordance with the provisions of article 9 par. 1 and 2 of Law no. 4706/2020. The operation of the Audit Committee is governed by its Rules of Procedure, which were revised by resolution of the Board of Directors dated 23.09.2025 and are available on the Company’s website (IDEAL Holdings – Committees). The current Audit Committee, comprising three members, of whom two are third parties (one of whom is independent of the Company), was elected by the Annual General Meeting of shareholders held on 06.06.2024, while the third member, who is an independent non-executive member of the Board of Directors, was appointed by the Board of Directors on 10.06.2024. Its composition is as follows: 1. Eleni Tzakou, Chairman of the Audit Committee (Vice-Chairman and Independent Non-Executive Member of the Board of Directors) 2. Panagiotis Vroustouris, Member of the Audit Committee, Independent Third Party to the Company, Certified Public Accountant with Reg. Num. SOEL 12921 3. Ioannis Theodorou, Member of the Audit Committee, Independent third party to the Company, Internal Auditor with Reg. Num. SOEL 000021 The members of the Audit Committee have sufficient knowledge in the areas in which the Company operates and two of its members are third parties independent of the Company and have proven sufficient knowledge in auditing and accounting. The term of office of the Audit Committee is three years from the date of its election and expires on June 5, 2027 and is automatically extended until the expiry of the period within which the first Annual General Meeting of the Company must be convened, which follows the expiry of the Committee's term of office. The members of the Audit Committee have sufficient knowledge in the areas in which the Company operates and two of its members are third parties independent of the Company and have proven to have sufficient knowledge in auditing and accounting. The Audit Committee meets at least four (4) times a year, i.e. every three months or at shorter intervals, if necessary, at the invitation of the Chairman. At least two (2) times a year, the Audit Committee shall set meetings with the head of the Internal Audit Unit, the head of the Risk Management Unit and the head of the Compliance Unit and the Management. Annual Financial Report | January -December 2025 34 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS iv. Corporate Governance Statement The Audit Committee shall have the following responsibilities: 1. Supervises the operation of the Company's Internal Audit Unit, and more specifically: 2. Reviews and approves the Rules of Operation of the Internal Audit Unit to ensure that they are consistent with International Standards on Internal Control. 3. Monitors and reviews the proper functioning of the Internal Audit Unit in accordance with the applicable legal and regulatory framework and evaluates its work, adequacy and effectiveness. 4. Reviews and evaluates the audit reports of the Internal Audit Unit, as well as the comments of the Management. 5. Ensures the independence of the Internal Audit Unit by recommending to the Board of Directors the appointment and removal of the Head of the Internal Audit Unit. 6. Evaluates the Head of the Internal Audit Unit. 7. Informs the Board of Directors of the Company of the result of the statutory audit and explain how the statutory audit contributed to the integrity of the financial reporting and what the role of the audit committee was in this process. In this context, it informs the Board of Directors by submitting a report on the issues arising from the statutory audit, explaining in detail: • The contribution of the statutory audit to the quality and integrity of financial reporting, i.e., the accuracy, integrity, correctness of the financial information, including the related disclosures, approved by the Board and made public; and • The role of the audit committee in the above process, i.e., recording the actions taken in the process of conducting the statutory audit. In the context of informing the Board of Directors, it considers the content of the supplementary report that the statutory auditor submits to it, which contains the results of the statutory audit carried out and meets at least the requirements of a.11 of EU Regulation 537/2014). 8. Monitors the financial reporting process and, where applicable, the sustainability reporting process, and submits recommendations or proposals to ensure their integrity. The Audit Committee monitors, reviews and evaluates the preparation of financial reporting, including the mechanisms and systems for generating, the flow and the dissemination of financial information produced by the Company’s relevant organizational units. These activities also include the sustainability report as well as any other publicly disclosed information, by any means (e.g. stock exchange announcements, press releases), in relation to financial information. 9. Monitors the process implemented by the Company for determining the information to be disclosed in accordance with the sustainability reporting standards adopted pursuant to Article 154A of Law 4548/2018. 10. Monitors the effectiveness of the Company’s internal control, quality assurance and risk management systems and, where applicable, its internal audit function, in relation to the Company’s financial reporting. 11. Monitors the Company's risk management through its oversight and control of the Risk Management Unit. 12. Oversees the Company's risk management through supervision and control of the Risk Management Unit. 13. Monitors the statutory audit of the annual and consolidated financial statements, and particularly its performance, taking into account any findings and conclusions of the competent authority pursuant to par. 6 of Article 26 of Regulation (EU) No 537/2014. 14. Reviews and monitors the independence of statutory auditors or audit firms in accordance with Articles 21, 22, 23, 26 and 27 and Article 6 of Regulation (EU) No 537/2014 and in particular the appropriateness of the provision of non-audit services to the audited entity in accordance with Article 5 of Regulation (EU) No 537/2014. 15. Is responsible for the selection process of statutory auditors or audit firms and shall propose the statutory auditors or audit firms to be appointed in accordance with Article 16 of Regulation (EU) No 537/2014, except where par. 8 of Article 16 of Regulation (EU) No 537/2014. 16. Submits an annual report on its activities to the Regular General Meeting of the Company, which shall include a description of the sustainable development pursued by the Company. Annual Financial Report | January -December 2025 35 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS iv. Corporate Governance Statement The Audit Committee operates in accordance with its approved Rules of Procedure, which set out, inter alia, its mission, responsibilities, reporting lines, principles of independence and operating framework. iv. Remuneration and Nominations Committee The Company’s Remuneration and Nomination Committee is a unified committee, established in accordance with Articles 10 to 12 of Law 4706/2020 and the resolution of the Board of Directors dated 08.07.2021. The operation of the Committee is governed by its Rules of Procedure, as revised and updated by the Board of Directors on 29.01.2026, which define its purpose, composition and staffing, term of office, duties, responsibilities and internal operating rules. The Rules are available on the Company’s website under the section “Corporate Governance / Committees” for the information of shareholders and the investment community. The current Remuneration and Nomination Committee now consists of five (5) members, following the election of two (2) additional members by the Board of Directors on 29.01.2026, and was constituted as a body on the same date, as follows: 1. Eleni Tzakou, Chairman of the Remuneration and Nomination Committee (Vice-Chairman and Independent Non-Executive Member of the Board of Directors). 2. Ioannis Artinos, Member of the Remuneration and Nominations Committee (Non-Executive Member of the Board of Directors) 3. Marina Efraimoglou, Member of the Remuneration and Nominations Committee (Independent Non-Executive Member of the Board of Directors) 4. Anastasia Dritsa, Member of the Remuneration and Nomination Committee (Independent Non-Executive Member of the Board of Directors) 5. Georgios Diakaris, Member of the Remuneration and Nomination Committee (Non-Executive Member of the Board of Directors) * It is noted that the first three members of the above composition of the Committee have remained unchanged since its initial establishment on 08.07.2021 to date. The members of the Remuneration and Nomination Committee are appointed by the Board of Directors of the Company. The Committee shall consist of at least three (3) members, the majority of whom shall be independent non-executive directors. The Chairman of the Committee shall be an independent non-executive director of the Board of Directors. The member of the Committee appointed as Chairman of the Committee shall have served on the Committee as a member for at least one year unless the Committee has not been established or operated in the previous year. The Remuneration and Nominations Committee is intended to provide support and assistance to the Board of Directors in the development of the Directors' remuneration policy or any amendments thereto, in identifying suitable persons for Board membership, and in making recommendations to the Board of Directors regarding the remuneration policy for its members and directors of the Company. The Committee has the obligation to recommend to the Board of Directors regarding the remuneration of the Board Members and also has the obligation to recommend to the Board of Directors, which in turn will submit to the General Meeting of Shareholders of the Company, a list of candidates for the Board of Directors for voting, after sufficient and timely information has been provided regarding the profile of the candidates based on the Suitability Policy established by the Company and approved by the General Meeting of Shareholders of the Company. The recommendations of the Committee are subject to the approval of the Board of Directors. In cases where the approval of remuneration is left to the General Meeting in accordance with the law, the relevant recommendation should be formulated by the Board of Directors upon the recommendation of the Committee. Annual Financial Report | January -December 2025 36 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS iv. Corporate Governance Statement v. Communication with Shareholders The Board of Directors has appointed the Head of the Shareholders and Corporate Communications Department with the main tasks of providing all interested parties with accurate and immediate information on the Company's activities and their rights. The Chairman of the Board of Directors and the Chief Executive Officer are available to meet with shareholders of the Company with significant shareholdings to discuss matters relating to the governance of the Company. The Chairman also ensures that the views of shareholders are communicated to the Board. The Company maintains an active website where, in addition to the publications required by applicable law, other useful information for both shareholders and investors is posted. Ε. Suitability Policy and Diversity Policy regarding the composition of the Company's management, administrative and supervisory bodies The Company applies a Suitability Policy for the members of the Board of Directors, which has been established in accordance with Article 3 of Law 4706/2020 and Circular No. 60/2020 of the Hellenic Capital Market Commission and was approved by the Extraordinary General Meeting of shareholders held on 30.06.2021. At its meeting of 23.09.2025, the Board of Directors approved the update of this Policy in order to align it with subsequent legislative developments introduced by Law 5178/2025, as well as with the provisions of the updated Circular 60/29.04.2025 of the Hellenic Capital Market Commission. The revised Policy will be submitted for approval to the upcoming Annual General Meeting of the Company’s shareholders and will enter into force upon its approval by the latter. The Suitability Policy sets out the principles and criteria applied, in particular, in the selection, replacement and renewal of the term of office of the members of the Board of Directors, within the framework of assessing their individual and collective suitability. Individual suitability refers to the extent to which a person possesses adequate knowledge, skills, experience, independence of mind, integrity and good repute for the proper performance of their duties as a member of the Board of Directors. Collective suitability refers to the overall adequacy of the members of the Board of Directors, such that the Board, as a collective body, is able to effectively perform its duties and respond to the nature, size, activities and business profile of the Company. The composition of the Board of Directors reflects the knowledge, skills and experience required for the effective management and oversight of the Company, particularly in relation to its business activities and the key risks associated therewith, strategic planning, financial reporting, compliance with the applicable legislative and regulatory framework, understanding of corporate governance matters, the ability to identify and manage risks, the impact of technology on its activities, as well as adequate gender representation. The Company bears primary responsibility for identifying any shortcomings in the collective suitability of the Board of Directors and, through the Suitability Policy, seeks to ensure high-quality composition, effective operation and the proper fulfillment of its role, in alignment with the Company’s strategy, corporate culture, risk appetite and medium- to long-term business objectives, in furtherance of the corporate interest. The Policy applies to the members of the Board of Directors and is consistent with the Company’s Rules of Operation and the Corporate Governance Code applied by the Company. The Board of Directors is responsible for proposing the Policy to the General Meeting, as well as for its periodic evaluation, review, amendment and implementation. In this respect, it is assisted by the Nomination Committee, which applies the Suitability Policy within the scope of its responsibilities, monitors the implementation of the relevant criteria and proposes any necessary adjustments, taking into account the applicable regulatory framework and the Company’s needs. In parallel, the Company applies a Diversity Policy with respect to the composition of the Board of Directors, aiming to ensure an appropriate level of diversity in terms of skills, experience, educational and professional background Annual Financial Report | January -December 2025 37 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS iv. Corporate Governance Statement and demographic characteristics of its members. Adequate gender representation is ensured on the Board of Directors, at a minimum level of 25% or 33% of its total members, in accordance with the applicable legal framework. In the case of fractional results, this percentage is rounded down to the nearest whole number. In the selection of candidate members of the Board of Directors, no exclusion is made on the basis of gender, race, colour, ethnic or social origin, religion or beliefs, property status, birth, disability, age or sexual orientation. F. Report on the activities of the Committees of Article 10 Law 4706/2020 Audit Committee During the financial year 2025, a total of thirty-one (31) meetings were held, in all of which all members of the Audit Committee participated. During 2025, the Audit Committee focused on monitoring the effectiveness of the Internal Control System, overseeing the operation of the Internal Audit Unit, and reviewing the audit universe, the annual internal audit plan, the Internal Auditor’s key performance indicators, as well as the quarterly, semi-annual and annual internal audit reports. Furthermore, the Committee monitored the progress of the statutory audit for the financial year 2024, reviewed the supplementary audit report and the annual activity report, and followed up on the progress of the external auditor’s work. It also reviewed the annual and interim financial statements and related corporate disclosures, including the semi-annual financial report and press releases on key financial sizes. Within the scope of its responsibilities, the Committee also examined corporate governance and regulatory compliance matters, such as the evaluation of the Corporate Governance System, the recommendation for the appointment of an evaluator for the triennial assessment of the adequacy of the Internal Control System, as well as the amendment of the Audit Committee’s Rules of Procedure. Finally, the Audit Committee assessed the independence of the external statutory auditor, approved the provision of permitted non-audit services, reviewed matters related to ESEF/XBRL reporting and the external assurance of the Sustainability Statement in accordance with ESRS, and made a recommendation to the Board of Directors regarding the appointment of a statutory auditor for the financial year 2025. Remuneration and Nominations Committee The Remuneration and Nomination Committee, in accordance with its Rules of Procedure, convenes at least once (1) per year and on an ad hoc basis whenever its members deem it appropriate and necessary, as required by the circumstances. The Committee is deemed to be in quorum when at least two members are present, while participation by proxy is not permitted. During the financial year 2025, a total of five (5) meetings were held, all of which were attended by all members of the Committee. During 2025, the Remuneration and Nomination Committee, inter alia, reviewed and examined the Annual Remuneration Report for 2024, made recommendations regarding the staffing and composition of the governing bodies of its subsidiaries, confirmed compliance with the independence criteria of the independent non-executive members of the Board of Directors, updated the Suitability Policy for the members of the Board of Directors, and addressed matters relating to the evaluation of the Board of Directors and its Committees. Furthermore, the Committee dealt with remuneration matters, including recommending the revision of the Company’s Remuneration Policy and calculating and proposing variable remuneration for the financial year 2024. In addition, it reviewed the implementation of the approved Stock Award Plan, confirming that the relevant conditions for the free allocation of shares had been met, as well as specific organizational and employment-related matters concerning executive members of the boards of directors of subsidiary companies. Annual Financial Report | January -December 2025 38 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS iv. Corporate Governance Statement The Annual Remuneration Report for the financial year 2025 of the members of the Board of Directors will be published on the Company’s website no later than the date of publication of the notice convening the Annual General Meeting and will be submitted for discussion at the Annual General Meeting as an item on the agenda. Analytical CVs of Members of the Board of Directors and Senior Executives Members of the Board of Directors Lampros Papakonstantinou, Chairman of the Board of Directors, (Executive Member) Mr. Papakonstantinou has more than 30 years of experience as an Entrepreneur, Private Equity Shareholder, Deputy CEO of a bank and experienced Investment Banker. He started in 1992 in Investment Banking at Barclays Bank and then at ABN Amro. In 1996 he founded P&K Financial which he and his partners transformed into the largest firm in its sector in Greece. In 1997 he founded P&K Capital to advise on Capital Markets and Investment Banking and in 1999 he acquired ETVA-Natwest AEDAK, which he renamed ETVA-P&K AEDAK. In 2007 NBG acquired P&K Group and he became General Manager of Investment Banking at NBG. In 2011 he left to start Virtus Equity Partners and in 2014 he became Deputy Chief Executive Officer at Geniki Bank, where after the merger he became General Manager of Investment Banking at Piraeus Bank. In 2017 he founded Virtus International Partners LP, which managed among other the investments of Virtus South European Fund. He has participated in the boards of directors of companies in Greece, Turkey, Romania, Bulgaria and Serbia. He holds a degree in Chemical Engineering from the National Technical University of Athens and an MBA from INSEAD. He speaks English and French. Eleni Tzakou, Vice President, (Independent Non-Executive Member), Chairman of the Audit Committee and Chairman of the Remuneration and Nomination Committee Executive General Manager with over 30 years of experience in the banking sector, always focusing for the organizations she has worked for on strategic planning and implementation to achieve objectives and results, while focusing on transforming the organizations based on future challenges and driving innovation. He has served in two of the leading Banks in Greece in the areas of Retail Banking including all Customer, Products and Distribution Channels (Branch Network and Digital Channels), as well as in the areas of Transaction Banking, Digital Entrepreneurship and Banking Operations. It has also implemented several programs for the promotion of innovative and outward-looking entrepreneurship in Greece, including the fintech impact accelerator “be innovative” for the development and support of Greek fintech startups. Founder and CEO of a specialized consulting company, which provides services in the retail financial services sector to large Greek companies and groups for (i) the provision of payment services by appropriately licensed payment institutions or e-money institutions, (ii) the provision of microfinance services to individuals and small businesses, (iii) the provision of digital payments and digital financial services in accordance with the recent European Payment Services Directive (PSD2) and the Co-founder and CEO of a fintech company, which develops and manages a service platform (Open APIs) based on the Open Banking framework and the European Payment Services Directive PSD2 providing services for large Greek companies and groups. Ms. Tzakou-Lampropoulou holds a degree in Economics from the University of Piraeus and an MBA from the University of Wales & Manchester Business School. Panagiotis Vassiliadis, CEO (Executive Member) Mr. Vassiliadis has held positions of responsibility in companies since 1995 and has significant experience in strategy and project management in the broader IT and integration sector. In the summer of 2003, he took over the position of General Manager of ADACOM SA and since 2010 the position of CEO. During the years of his management ADACOM managed to become one of the largest cyber security companies with a very strong position in the field of Trust Services and digital signature, having implemented large and complex projects in Greece and abroad. Mr. Vassiliadis holds a master’s degree in business administration from the Athens University of Economics and Business (iMBA), has received several certifications from various Cybersecurity companies and Annual Financial Report | January -December 2025 39 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS iv. Corporate Governance Statement has high expertise and experience in digital signature projects. Since June 2016, he has been a member of the Board of Directors of IDEAL TECHNOLOGY SA and on 20-03-2020, he was elected Vice Chairman of the Board of Directors. In February 2020, he was elected a member of the Board of Directors of the Company and then, on 0106- 2020 by decision of the Board of Directors, he was appointed CEO of IDEAL HOLDINGS, remaining in the positions of Vice Chairman of the Board of Directors of IDEAL TECHNOLOGY SA and CEO of ADACOM SA. On 01.03.2023 he was elected as a non-executive member of the Board of Directors of BYTE COMPUTERS S.A. and as of 19.07.2024 he is Vice Chairman of the Board of Directors of the subsidiary BLUESTREAM SOLUTIONS S.A. Savas Assimiadis, Director, (Executive Member), Chief Financial Officer Mr. Savas Assimiadis, holds a degree in Economics. He has ten years of experience in the audit, tax and consulting department of Arthur Andersen. He retired as Director of the Business Process Outsourcing division. He has been with the Group since December 2000, when he started as Chief Financial Officer. In the year 2003 he became the Chairman of IDEAL TECHNOLOGY SA Company, a position he still holds today. He is also Chairman of the Board of Directors of ADACOM Company and Executive Member of the Board of Directors of IDEAL Holdings and held the position of Chief Executive Officer from 13-02-2017 to 31-05-2020. Finally, since 15-10-2021 he is member of the Board of Directors of the Company ASTIR VITOGIANNIS BROS S.A. and since 05-10-2023 he is member of the Board of Directors of the Company ATTICA DEPARTMENT STORES S.A. and as of 19.07.2024 he is Chairman of the Board of Directors of the subsidiary BLUESTREAM SOLUTIONS S.A. Ioannis Artinos, Director, (Non-Executive Member), Member of the Remuneration and Nomination Committee With 30 years of management experience, he has served as C-suite Executive in large multinational and Greek groups of companies. He started his career in 1992 at Procter & Gamble Hellas and after a series of international assignments in 2005 he took over the position of Director for Pampers Western Europe, with a turnover of € 3 bn per year. In 2008 he became CEO of Procter & Gamble Hellas, in 2010 CEO of Vivartia Holdings, in 2011 Deputy CEO of Marfin Investment Group, and in 2016 CEO of AMVYX, the largest alcoholic beverage company in Greece. He has been a member of the Board of Directors of PROCTER&GAMBLE HELLAS, MARFIN INVESTMENT GROUP, VIVARTIA Holdings, HYATNA GROUP (JV with the Royal Family of the UAE), DELTA Dairy, BARBA STATHIS Food Company, OLYMPIC AIR, SINGULAR LOGIC, EVEREST/GOODY'S (the largest catering group in Greece). He is a member of the Board of Directors of the SOS CHILDREN'S HORIZONS OF GREECE and on the Advisory Board of TEDx ACADEMY and SINGULARITY UNIVERSITY. George Diakaris, Director, (Non-Executive Member) Mr. Diakaris started his professional career in 1990 as a Business Consultant at COOPERS & LYBRAND. A year later he took over the duties of Financial Planning Manager at TASTY FOODS, a subsidiary of PEPSICO. During his employment at TASTY FOODS he was Financial Controller and Chief Financial Officer. In 2000 and until 2001 he worked as a Business Consultant at KANTOR and since 2001, he has been working as a Business Consultant at LCC BEVERAGES. He is a graduate of the Leontaios Lyceum Patision, the Economics Department of the Athens University of Economics and Business (formerly ASOEE) and holds a master’s degree in international business and international financial management from the University of Reading, England. He is a non-executive member of the Board of Directors of the IDEAL GROUP since 14-06-2016. Marina Efraimoglou, Director, (Independent Non-Executive Member), Member of the Remuneration and Nominations Committee Euphoria Retreat, which opened in July 2018 in Greece, is the vision of its founder, Marina Efraimoglou, who, after a journey of inner search and development, sought to create a unique place where people can resort to relax and seek their true self through an inner journey of transformation. Ms. Efraimoglou has had a successful career in the financial sector, especially after she founded Telesis in 1993. But after a defining personal experience, she turned Annual Financial Report | January -December 2025 40 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS iv. Corporate Governance Statement her attention from the financial environment to the world of holistic medicine and alternative therapies. Her goal was to live a more spiritual life, so she studied alongside well-known pioneers in the field, while traveling the world in search of knowledge and experiences. After completing her studies in Chinese Medicine, Ms. Marina Efraimoglou has been involved in transformational healing for over a decade. Based on her diverse experience, Ms. Marina Efraimoglou successfully created her own series of workshops and retreats, recently bringing them to the corporate world. Anastasia Dritsa, Director, (Independent Non-Executive Member) Ms. Anastasia Dritsa is an attorney-at-law and a partner in the law firm "Kyriakidis Georgopoulos" with at least 25 years of experience in law and specialization in corporate and commercial law, national and European competition and consumer law, distribution and agency law and e-commerce/digital markets law. She has represented domestic and foreign multinational companies in her area of expertise in the fields of food and beverages, consumer products, retail, energy, telecommunications, construction, petroleum products, financial services, cosmetics, automotive, tobacco products, e-stores and online brokerage platforms, among others. In the early years of her career, she was extensively involved in M&A - corporate transformation and real estate exploitation cases. Ms. Dritsa advises leading Greek and international organizations on the planning and structuring of their business transactions in compliance with the relevant antitrust and competition law. He holds a master’s degree in European Competition Law from King's College, University of London and a master’s degree in international business law from the University of Exter. Dritsas has been consistently ranked for several years in the first tier (Band 1) of the major international guides Chambers & Partners (Europe) and Legal 500, Europe, Middle East & Africa based on her legal training, experience, efficiency and level of client satisfaction. Since 2016, she has been active as a member of the Women in Business (WIB) committee of the Hellenic American Chamber of Commerce (AmCham), which aims to promote the leadership development of professional women in Greece. Since 2019, she has been participating as a member of SEV's Competition and Consumer Groups and advises on new legislative initiatives and other institutional issues. Panagiotis Kanellopoulos, Director, (Non-Executive Member) Mr. Panagiotis Kanellopoulos is a Business Consultant whose main activity is the strategic, organizational and procedural planning for market entry through acquisitions of large European Companies and their interconnection with local institutions, as well as the representation of a large foreign house financing socio-economic response projects. Mr. Kanellopoulos served as a member of the Board of Directors and appointed advisor of Astir SA, assuming responsibilities in the development policy and export orientation of the company, as well as Board Member and Acting Advisor for Strategic Planning and Corporate Governance of Sayegh Group. He holds a Ph.D. in Economics from Sussex Institute of Technology in England, a Ph.D. in Computer Science from the University of Michigan, USA, a Master of Science Computer Engineering degree from Wayne University, Detroit, a Master of Economics and Marketing degree from the same university and a H.Y BS in Engineering and Economics from the State University of New York SUNY. He has experience with multi-national organizations from USA, UK, Germany, Austria, Austria, Netherlands, Italy, South Africa, Arabian Peninsula, Israel and Japan. He has carried out long term research activities and has worked in depth on issues of investment interest at the level of investment and operational viability and feasibility in areas such as but not limited to portfolio management in Greece, M&A, corporate governance, feasibility and business case studies for financing from international financial instruments, etc. There are no other Senior Executives in the Company other than the above-mentioned members of the Board of Directors. The above members of the Board of Directors have all the necessary elements that constitute their individual suitability for participation in the Board of Directors of the Company and as required by the Board of Directors' Suitability Policy established by the Company, namely professional training, experience, knowledge and skills, Annual Financial Report | January -December 2025 41 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS iv. Corporate Governance Statement integrity and reputation, independence of judgment, lack of conflict of interest and ability to devote sufficient time to the performance of their duties as members of the Board of Directors. The members of the Board of Directors collectively are able to make appropriate and effective decisions by taking into account various risks and parameters that accompany a business decision, such as the business model, risk appetite, strategy, Manufacturing and markets in which the Company operates. Also, given the role of the Board of Directors in supervising top management, which plays a key role in the Company's business, the members of the Board of Directors collectively are able to carry out meaningful monitoring and criticism of the decisions of top management and to intervene directly in situations where necessary. With the above existing composition of the Board of Directors, there is sufficient gender representation in a percentage not less than twenty-five percent (25%) of the total number of Board members, with the resulting fraction being rounded, pursuant to article 3 par. 1(b) of Law 4706/2020, to the previous integer, as among the nine (9) members there are three (3) women and six (6) are men.Furthermore, in accordance with the diversity criteria applied by the Company in relation to the Board of Directors, the Company has not rejected a person where, despite meeting the criteria of individual suitability, nevertheless differs in terms of gender, race, color, ethnic or social origin, religion or beliefs, property, birth, any disability, age or sexual orientation. Internal Audit Unit Dimitra Antoniou, Head of Unit Ms. Dimitra Antoniou is a professional with extensive experience in the field of Internal Audit, having held positions of responsibility in audit and advisory functions. Since July 2024, she has served as Head of the Internal Audit Unit of Ideal Holdings, while during the period from March 2022 to June 2024 she held the position of Internal Audit Supervisor at an audit firm. She also has significant professional experience in the insurance sector during the period 2009 to 2022, in Internal Audit and Risk Management roles, as well as prior experience as an External Auditor during the period 2005 to 2009. She holds a degree in Business Administration from the Athens University of Economics and Business and a Master’s degree in Information Systems Management from the University of Stirling (2005). She has held the professional designation of Certified Internal Auditor (CIA) since 2014 (certification number 131492), as well as a certification in Corporate Governance of listed companies from the Athens University of Economics and Business (2025). She is also registered with the Registry of Internal Auditors of the Economic Chamber of Greece (registration number 000546) and the Registry of Internal Auditors of the Ministry of National Economy and Finance (registration number 98961). There are no other senior executive officers in the Company other than those mentioned above. Other professional commitments of members of the Board of Directors The external commitments of the members of the Board of Directors set out below are valid as at the date of approval of this Corporate Governance Statement. Mr. Lampros Papakonstantinou, Chairman and Executive Member of the Board of Directors of the Company, holds shares in the following companies: S/N Name of legal entity Title 1 KYMORA LIMITED Director 2 VIRTUS PARTNERS S.A. Chairman of the BoD & CEO 3 VIRTUECO LIMITED Director / Partner 4 VIRTUS CAPITAL LTD Director / Partner Annual Financial Report | January -December 2025 42 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS iv. Corporate Governance Statement Ms. Eleni Tzakou, Vice President, Independent Non-Executive Member of the Board of Directors of the Company holds shares in the following companies: S/N Name of legal entity Title 1 ΝΕΟ CONSULTING P.C. Director / Partner 2 Nikiﬁntech Ltd Co-Founder 3 CORDIA S.A. Independent - Non-executive Member of the BoD 4 Ε uropean Innovation Solutions S.A. Independent - Non-executive Member of the BoD 5 CITIZENS’ MOVEMENT for an Open Society Member of the BoD – Treasurer Mr. Panagiotis Vassiliadis, Chief Executive Officer, Executive Member of the Board of Directors of the Company, holds shares in the following companies: S/N Name of legal entity Title 1 ADACOM S.A. Vice Chairman of the Board of Directors & CEO 2 IDEAL SOFTWARE SOLUTIONS S.A. Vice Chairman of the Board of Directors 3 ΒΥΤΕ COMPUTER S.A. Vice Chairman of the Board of Directors & CEO 4 ADACOM CYBER SECURITY CY LTD Director 5 BLUESTREAM SOLUTIONS S.A. Vice Chairman of the Board of Directors Mr. Savas Assimiadis, Executive Member of the Board of Directors of the Company, holds shares in the following companies: S/N Name of legal entity Title KYMORA LIMITED Director 1 2 ADACOM S.A. Chairman of the BoD 3 ΒΥΤΕ COMPUTER S.A. Executive Member of the BoD 4 IDEAL SOFTWARE SOLUTIONS S.A. Chairman of the BoD KT GOLDEN RETAIL VENTURE LTD Director 5 6 BLUESTREAM SOLUTIONS S.A. Chairman of the BoD 7 TECHNEST SOFTWARE SOLUTIONS S.A. Director Mr. George Diakaris, Non-Executive Member of the Board of Directors of the Company, holds shares in the following company: S/N Name of legal entity Title 1 FRIGO DebtCo plc Member of the BoD Ms. Marina Efraimoglou, Independent Non-Executive Director of the Company, holds shares in the following companies: S/N Name of legal entity Title 1 EVOIKOS S.A. Chairman & CEO 2 GREEK NATIONAL TOURISM ORGANISATION Member of the BoD Mr. Ioannis Artinos, Non-Executive Director of the Company, holds shares in the following company: S/N Name of legal entity Title 1 AMVYX S.A. CEO – non-member of the BoD ΑΤΤΙ C Α DEPARTMENT STORES S.A. Vice-Chairman - Non-Executive Member 2 3 BARBA STATHIS S.A. Chairman - Non-Executive Member 4 SOS CHILDREN’S VILLAGES Member of the BoD Annual Financial Report | January -December 2025 43 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS iv. Corporate Governance Statement Mr. Panagiotis Kanellopoulos, Non-Executive Member of the Board of Directors of the Company, holds shares in the following companies: S/N Name of legal entity Title 1 ΑΤΤΙ C Α DEPARTMENT STORES S.A. Chairman, Non-Executive Member PAROS AMBASSADOR LUXURY VILLAS MANAGEMENT LIMITED 2 Limited Partner PARTNERSHIP KAPA CONSULTING MANAGEMENT AND CONSTRUCTION 3 General Partner & Manager LIMITED PARTNERSHIP Ms. Anastasia Dritsa, Independent Non-Executive Member of the Board of Directors of the Company participates in the following companies: S/N Name of legal entity Title 1 KYRIAKIDES GEORGOPOULOS LAW FIRM Partner 2 Loulis Food Ingredients S.A. Independent - Non-executive Member of the BoD Information on the participation of the Members of the Board of Directors in its meetings and in the meetings of the Committees of Article 10 Law 4706/2020 During the financial year from 01.01.2025 to 31.12.2025, the Company’s Board of Directors held twenty-five (25) meetings, of which twenty (20) were conducted via teleconference and five (5) were held with physical presence. Furthermore, during the same period, nine (9) resolutions were adopted by circulation / by written consent without a meeting. The attendance rates presented below are calculated based on the meetings of the Board of Directors and do not include the aforementioned resolutions adopted by circulation. A relevant attendance table of the members of the Board of Directors follows. Total meetings: 25 Percentage of participation in Name/ Surname Title meetings Lampros Papakonstantinou Chairman of the BoD, Executive member 100% Vice Chairman of the BoD, Independent Non-executive Eleni Tzakou 100% member Panagiotis Vassiliadis Chief Executive Oﬀicer, Executive member 100% Savas Assimiadis Chairman of the BoD, Executive member 100% Vice Chairman of the BoD, Independent Non-executive Ioannis Artinos 100% member George Diakaris Chief Executive Oﬀicer, Executive member 100% Marina Efraimoglou Chairman of the BoD, Executive member 100% Vice Chairman of the BoD, Independent Non-executive Anastasia Dritsa 100% member Panagiotis Kanellopoulos Chief Executive Oﬀicer, Executive member 100% The Tables below provide information on the participation of members in the meetings of the Committees of article 10 of Law 4706/2020, namely the Audit Committee and the Remuneration and Nominations Committee for the financial year 2025. Audit Committee Composition of the Audit Meetings of the Audit Committee Percentage of participation Title Committee during 2025 in meetings Eleni Tzakou Chairman 31 100% Panagiotis Vroustouris Member 31 100% Ioannis Theodorou Member 31 100% Annual Financial Report | January -December 2025 44 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS iv. Corporate Governance Statement Remuneration and Nominations Committee Meetings of the Remuneration Remuneration and Nominations Percentage of participation Title and Nominations Committee Committee in meetings during 2025 Eleni Tzakou Chairman 5 100% Ioannis Artinos Member 5 100% Marina Efraimoglou Member 5 100% Information on the number of shares held by each member of the Board of Directors and each key executive of the Company The following table provides information on the number of shares held by the members of the Board of Directors and the key executives of the Company's subsidiaries as at 31.12.2025. Name/ Surname Title Number of shares Chairman of the Board of Directors - Executive member of the Lampros Papakonstantinou 2,088,000 BoD Panagiotis Vassiliadis Chief Executive Oﬀicer, Executive member of the BoD 174,012 Savas Assimiadis Executive member of the BoD 213,008 Ioannis Artinos Non-executive member of the BoD 230,000 Georgios Diakaris Non-executive member of the BoD 30,000 Panagiotis Kanellopoulos Non-executive member of the BoD 8,449 Chairman of the Board of Directors - Non-executive member of Spyridogeorgis Vyzantios 1,090,452 BYTE COMPUTER S.A. Despoina Korali Member of the BoD IDEAL SOFTWARE SOLUTIONS S.A. 5,000 Chief Executive Oﬀicer, Executive member of the BoD of IDEAL Konstantinos Pretenteris 17,500 SOFTWARE SOLUTIONS A.E. Nikitas Kladakis Executive member of the BoD of ADACOM S.A. 15,129 Konstantinos Nousias Member of the BoD ADACOM S.A. 5,000 Panagiotis Sotiriou Member of the BoD ADACOM S.A. 19,908 Confirmation that the independent non-executive members of the Board of Directors meet the independence requirements under article 9 of Law 4706/2020 before the publication of the annual financial report 2025. At its meeting held on 23.03.2026, the Board of Directors confirmed that the independence criteria of its independent non-executive members, in accordance with Article 9 of Law 4706/2020, were met, prior to the publication of the Annual Financial Report for the financial year 2025. Reports and reports of the independent non-executive members of the Board of Directors pursuant to Article 9 of Law 4706/2020 The independent non-executive members of the Board of Directors, as of the entry into force of Law 4706/2020, are required to report to the ordinary or extraordinary general meeting of the Company's shareholders, independently of the reports submitted by the Board of Directors. The content of the aforementioned reports must include, at a minimum, a reference to their obligations as described in article 7 of Law 4706/2020: the non-executive members of the Board of Directors, including the independent non-executive members, have, in particular, the following obligations: 1. Monitor and review the Company's strategy and its implementation, as well as the achievement of its objectives. 2. Ensure effective oversight of the executive directors, including monitoring and reviewing their performance. 3. Consider and express views on proposals submitted by executive members based on existing information. In 2025 the independent non-executive members of the Board of Directors submitted a report to the Annual General Meeting of Shareholders held on 05.06.2025 and a similar report will be submitted to the Annual General Meeting of the Company to be convened on 04.06.2026. Annual Financial Report | January -December 2025 45 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS iv. Corporate Governance Statement Description of the diversity policy applied to the company's administrative, management and supervisory bodies with regard to aspects such as, but not limited to, the age, gender or educational and professional background of the members, the objectives of this diversity policy, how it has been implemented and the results during the reporting period. The Company has adopted a Policy on the Suitability of Directors which is referred to above in this corporate governance statement. With respect to its implementation and results in fiscal year 2024 we report the following: 1. During the fiscal year 2021, three (3) women were elected to the Board of Directors of the Company as independent non-executive members, representing 33,3% of the total number of members, which is a higher percentage than the one set by the legislation (25%). All three newly elected members have a high level of education and a distinguished professional career in the business and scientific field. 2. Due also to their independent non-executive membership, two of them participate in the Company's Committees, namely Ms. Tzakou is the Chairman of the Audit Committee and the Remuneration and Nominations Committee and Ms. Efraimoglou is a member of the Remuneration and Nominations Committee. 3. In evaluating candidates for election to the Board of Directors, the need for diversity was taken into account and there were no restrictions or exclusions with respect to age, gender, race, color, ethnic or social origin, religion or belief, property, birth, disability, or sexual orientation. During the year 2025, there was no change in the above persons and in their status. Assessment of the Board of Directors and its Committees In accordance with the provisions of the Greek Corporate Governance Code, as adopted by the Company, the Board of Directors and its committees shall be subject to an annual evaluation process of their effectiveness and operation. This process is performed internally, under the responsibility of the Chairman of the BoD. In addition, the Board of Directors is subject to an external evaluation on a triennial basis by an independent third party consultant, who evaluates the overall functioning of the Board of Directors, the Committees (Audit, Remuneration & Nominations) and the effectiveness of their Chairmen. The last external evaluation was conducted in 2025, and its findings were taken into account to further improve the Company's Corporate Governance. G. Related Party Transaction Policy The Company has established a specific procedure to comply with the obligations regarding related party transactions in the context of harmonization with the provisions of article 14, Law 4706/2020 and the obligations arising from articles 99 to 101 of Law 4548/2018 regarding the recognition, monitoring and disclosure of the Company's transactions with its related parties. In the context of its operations, the Company may enter into commercial transactions with its related parties. Η. Corporate Sustainability Policy The Company attaches particular importance to managing issues related to the Environment, Society and Corporate Governance and issued its first Sustainability Report for the first time in 2023 with 2022 as the reference year. In 2024, it issued its second Sustainability Report for the year 2023. The Company has endorsed the 7 Women's Empowerment Principles (WEPs), which are the primary means for businesses to implement the individual dimensions for gender equality as set out in the 2030 Agenda and the United Nations Sustainable Development Goals (SDGs). The Company participates in the “ATHEX ESG Index” of the Athens Stock Exchange, which monitors the stock market performance of listed companies of the Athens Stock Exchange that adopt and promote their practices in Annual Financial Report | January -December 2025 46 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS iv. Corporate Governance Statement environmental, social and corporate governance (ESG) issues. The Company participates in the annual assessment by completing a questionnaire. Further information is provided in the section of the Annual Sustainability Report 2025, which has been prepared on a consolidated basis and in accordance with the EU Corporate Sustainability Reporting Directive (CSRD), and forms part of this Annual Report of the Board of Directors. I. Information required under Article 10(1)(c), (d), (f), (h) and (i) of Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids, if the Company is subject to that Directive This is information on the following issues: (a) significant direct and indirect shareholdings (including indirect shareholdings through pyramid structures and cross-shareholdings) within the meaning of Article 85 of Directive 2001/34/EC. (b) the holders of any securities with special control rights and a description of those rights. (c) any restrictions on voting rights, such as limitations of the voting rights of holders of a given percentage or number of votes, deadlines for exercising voting rights, or systems whereby, with the company’s cooperation, the financial rights attaching to securities are separated from the holding of securities. (d) the rules governing the appointment and replacement of board members and the amendment of the articles of association. (e) the powers of board members, and in particular the power to issue or buy back shares. The information required pursuant to Article 10(1)(c), (d), (f), (h) and (i) of Directive 2004/25/EC is provided in the “Explanatory Report pursuant to Article 4 of Law 3556/2007” of this Annual Management Report of the Board of Directors to which reference is made. Annual Financial Report | January -December 2025 47 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report v. Sustainability Report ESRS 2 – General disclosures General Basis for Preparation The Sustainability Report of IDEAL Holdings (the "Company") and its investments (the "Group") for the 2025 financial year is prepared on a consolidated basis and is incorporated into the consolidated Management Report. This Report has been prepared in accordance with the European Sustainability Reporting Standards (ESRS), as required by the Corporate Sustainability Reporting Directive (CSRD), which is transposed into Greek law by Law 1 5164/2024 . The Double Materiality assessment forms the basis for the sustainability disclosures in this Report and has been applied by the IDEAL Holdings Group since 2024. For the 2025 reporting year, a review was conducted of the actual and potential impacts, risks and opportunities (IROs) arising from the Group's activities and its value chain. This process ensures the most comprehensive presentation of both impact materiality and financial materiality. Compared to the previous reporting year, the material issues identified under the ESRS have been enriched and further specified, taking into account an updated segment analysis as well as stakeholder engagement. Furthermore, for the 2025 reporting year, the scope of the assessment includes, in accordance with the consolidated financial statements, the company BARBA STATHIS SINGLE MEMBER S.A. (hereinafter "BARBA STATHIS"). Therefore, the relevant impacts, risks, and opportunities (IROs) arising from its operations have also been taken into account in this assessment. Scope and Value Chain Assessment The Group’s Sustainability Report scope includes IDEAL Holdings and all subsidiaries over which direct or indirect control is exercised, in accordance with the same consolidation boundaries applied to the Group’s consolidated financial statements for the 2025 reporting year. In this regard, the Report covers the entire value chain, including the activities of the Company and its subsidiaries in Greece and abroad, as well as the key aspects of the upstream and downstream value chains. The Group’s subsidiaries are analyzed by country of operation as defined in section 1.2.1. of the Financial Statements. Omission of Information In preparing this Report, the option to omit information relating to intellectual property, know-how, or innovation outcomes has not been used, in accordance with disclosure requirement ESRS 1, section 7.7 “Classified and sensitive information and information regarding intellectual property, know-how, or innovation results.” It should be noted that the use of this exemption does not affect the overall understanding of the Group’s impacts, risks, and opportunities. In addition, the Group makes targeted use of the option to temporarily withhold information regarding upcoming business developments when such information is subject to confidentiality obligations. Additionally, the exemption from disclosure relating to impending developments or matters under negotiation was not applied. 1 Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 amending Regulation (EU) No 537/2014 and Directives 2004/109/EC, 2006/43/EC and 2013/34/EU as regards corporate sustainability reporting (L 322), as transposed into Greek legislation through amendments to Laws 4548/2018, 3556/2007 and 4449/2017, as well as Article 12 of Directive (EU) 2023/1791 of the European Parliament and of the Council of 13 September 2023 on energy efficiency and amending Regulation (EU) 2023/955 (L 231). Annual Financial Report | January -December 2025 48 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report Disclosures in Relation to Speciﬁc Circumstances Time Horizon, Indicators and Uncertainty Framework Definition of Time Horizon The Group applies clearly defined time horizons for the identification and assessment of impacts, risks, and opportunities, as well as for strategic planning and decision-making. These time horizons are fully aligned with the definitions provided in ESRS 1, section 6.4 and are used in all relevant disclosures of this Report. The short-term time horizon corresponds to the current financial year and covers the period from January 1 to December 31 of the reference year 2025. The medium-term horizon extends up to five (5) years, while the long- term horizon covers a period exceeding five years. Metrics, Sources of Uncertainty, Assumptions and Expectations The data in this Report are derived primarily from the Group’s operations and are recorded through internal systems. In addition, data from third-party providers that affect environmental and operational performance, such as maintenance contractors and waste management partners, are incorporated. Most quantitative indicators are based on direct, primary, and verifiable data at the Group level. However, certain environmental metrics, which relate to indirect environmental impacts (Scope 3 emissions), are not calculated directly but are estimated based on widely accepted and verified methodologies, utilizing internal cost data and emission factors allocated by sector of economic activity. Since these estimates are based on generalized indicators rather than supplier- specific data, they have a moderate to low degree of accuracy. However, they help identify key areas of impact and support strategic planning, without allowing for a detailed breakdown of emissions at the supplier or product level. As part of future efforts to improve data accuracy, the Group emphasizes informing and raising awareness among suppliers regarding data related to their operations, seeking to improve the quality, consistency, and reliability of the information collected. Changes in the Preparation or Presentation of Sustainability Information During the reporting period, the Group maintained a consistent methodology in the calculation and presentation of sustainability indicators, ensuring the integrity and comparability of data. Any changes that occurred were due to updates in external paramet ers, such as CO₂ emission factors, and did not affect the core methodology. Where retrospective adjustment of historical data was not feasible, this was documented and such data were excluded from the comparative analysis. In addition, all workforce-related data presented in this Report have been st calculated based on an annual average rather than on the headcount as at 31 of December 2025. Furthermore, in 2025, the company BARBA STATHIS was integrated into the Group following its acquisition. As a result, quantitative data are not directly comparable with those of the 2024 financial year. The thorough reassessment of data from previous years did not identify any errors requiring restatement in the present Report. Disclosures stemming from other legislation or generally accepted sustainability reporting frameworks This Sustainability Report has been prepared in full compliance with the European Sustainability Reporting Standards (ESRS), as provided in the applicable regulatory framework. No information or disclosures from other legislative frameworks, international standards, or voluntary frameworks are included—such as the Global Reporting Initiative Standards (GRI Standards), the Sustainability Accounting Standards Board Standards (SASB Standards), the Recommendations of the Task Force on Climate-related Financial Disclosures (TCFD Recommendations), or related frameworks—other than those explicitly required by the ESRS disclosure requirements. Consequently, the Report adequately and independently covers the regulatory requirements without cross-references to other frameworks. Annual Financial Report | January -December 2025 49 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report Incorporation of Information by Reference Specific information has been incorporated by reference to address certain disclosure requirements. The table below describes the relevant elements of the European Sustainability Reporting Standards (ESRS) covered through this approach. ESRS Disclosure Requirement Section of the Report Source Scope of the Sustainability Report and Value ESRS 2: BP-1_(5a,bi) Annual Financial Statements Chain Assessment IDEAL Holdings’ Value Creation Model- ESRS 2: SBM-1 (40b) Analysis of total revenue by major business Annual Financial Statements sectors Composition and responsibilities of the ESRS 2: GOV-1 (21c) administrative, management, and supervisory Corporate Governance Statement bodies ESRS 2: GOV-1 (22) Role of Board Committees Corporate Governance Statement Risk management and internal controls ESRS 2: GOV-5 (36a) Corporate Governance Statement regarding sustainability reporting ESRS G1 (G1.GOV-1-5b) The Group’s approach Corporate Governance Statement Governance The Role of the Administrative, Management and Supervisory Bodies The Group has adopted a structured corporate governance system, which clearly defines the composition, roles, and responsibilities of the administrative, management and supervisory bodies of IDEAL Holdings and its material subsidiaries. This includes the oversight of matters linked to sustainability, such as the material impacts, risks, and opportunities arising from its operations and investments. Composition and Responsibility of the Administrative, Management and Supervisory Bodies The Board of Directors of IDEAL Holdings is elected by the General Meeting of shareholders, following a recommendation by the Remuneration and Nominations Committee, in accordance with the approved Suitability Policy for Members of the Board of Directors. The Remuneration and Nominations Committee conducts an annual assessment of the suitability of the Board members, as well as the collective effectiveness of the Board, to ensure that its composition remains adequate to support the Group's strategy, risk management, and sustainable development. Relevant information are incorporated in the Corporate Governance Statement. Within the scope of its responsibilities, the Board of Directors is responsible for formulating and implementing the investment policy of the Company, making strategic decisions that may affect the capital structure and development prospects of the Company and the Group. These decisions concern, among others, acquisitions, mergers, strategic alliances, high-budget investments, divestments of assets, and other strategic actions. They are made after weighing financial, regulatory, and non-financial parameters, as explicitly reflected in the Sustainable Development Policy of the Parent Company and its material subsidiaries. At the same time, in the context of medium-to-long-term strategic planning, the Board of Directors takes into account the principles of Sustainable Development, such as the responsible management of environmental matters (particularly in areas concerning energy consumption and waste management), social contribution, and the enhancement of the Company's economic value through responsible business practices and collaborations with suppliers and distributors. The current Board of Directors consists of nine (9) members, of whom three (3) are executive and six (6) are non- executive. Three (3) of the non-executive members meet the independence criteria in accordance with the current institutional framework (Article 9 of Law 4706/2020), and their proportion amounts to 33%. Annual Financial Report | January -December 2025 50 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report The Company's Board of Directors consists of nine (9) members: Independence in accordance with S/N Name and Surname Position Member Status the requirements of Law 4706/2020 1. Lampros Papakonstantinou Chairman of the BoD Executive member 2. Eleni Tzakou Vice Chairman Independent, Non-executive Member 3. Panagiotis Vassiliadis CEO Executive member 4. Savas Assimiadis Director Executive member 5. Ioannis Artinos Director Non-executive Member 6. George Diakaris Director Non-executive Member 7. Marina Efraimoglou Director Independent, Non-executive Member 8. Anastasia Dritsa Director Independent, Non-executive Member 9. Panagiotis Kanellopoulos Director Non-executive Member Diversity of the Administrative, Management and Supervisory Bodies IDEAL Holdings has integrated principles of diversity, equal treatment, and objective evaluation into its overall corporate governance structure through the approved Suitability Policy for Members of the Board of Directors. This policy defines the criteria, procedures, and mechanisms through which it is ensured that the composition of the Board of Directors and its committees meets the needs of the Group's strategy, risk management, and sustainable development, preventing risks associated with unilateral decision-making and enhancing the quality of oversight. In this context, the Suitability Policy stipulates that during the selection and periodic evaluation of the members of the Board of Directors, criteria related to gender, knowledge, professional experience, skills, independence of mind, and the collective competence of the body are taken into account, among others. The application of these principles is monitored through an annual evaluation of the individual and collective suitability of the Board members, which is conducted by the Remuneration and Nominations Committee and submitted to the Board of Directors for information. The integration of diversity principles is also reflected quantitatively in the composition of the administrative and supervisory bodies: • The percentage of women on the Board of Directors amounts to 33%. • The percentage of women on the Audit Committee amounts to 33%. • The percentage of women on the Remuneration and Nominations Committee amounts to 66%. The responsibility for the implementation of the Suitability Policy and the integrated diversity principles lies with the Board of Directors of IDEAL Holdings, and the Remuneration and Nominations Committee is responsible for making recommendations, monitoring, and evaluating. The Policy has been prepared in accordance with the current national institutional framework for corporate governance, in particular Law 4706/2020 and the relevant guidelines of the Hellenic Capital Market Commission, and is available to stakeholders via the IDEAL Holdings corporate website. It is noted that there is no employee representation on the Board of Directors of the Company or its subsidiaries. Annual Financial Report | January -December 2025 51 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report Role of Board Committees The Board of Directors is supported by advisory committees, which operate in accordance with approved regulations and report their findings to the Board of Directors. Audit Committee The Audit Committee of IDEAL Holdings operates based on Rules of Procedure, which were revised and re- approved by the Board of Directors on 23.09.2025, in accordance with the provisions set therein. Its purpose is to assist the Board of Directors in relation to the adequacy and effectiveness of the policies, procedures and safeguards of the Internal Control System, including risk assessment and management and regulatory compliance, as well as in relation to the preparation of reliable financial statements. The Rules of Procedure provide that the Committee has the necessary resources and has direct and full access to information, competent personnel and executives, as well as to the Certified Auditor and the auditing firm. Regarding its composition, it is provided that the Committee, may be a committee of the Board of Directors or an independent committee (with non-executive members and/or third parties), with the type, number of members, qualities, and term of office decided by the General Meeting upon proposal by the Board of Directors. The members are, in their majority, independent and as a whole possess sufficient knowledge of the segment in which the Company operates, with at least one independent member having sufficient knowledge and experience in auditing or accounting. Regarding its operation, the Committee shall meet at least four (4) times a year and shall schedule at least two (2) meetings a year with the external auditors. It may invite members of the Board of Directors and key executives, including the Chief Executive Officer, the Chief Financial Officer, the Head of the Internal Audit Unit, and the Certified Auditor. Its responsibilities include, among other things, overseeing the mandatory audit of the financial statements and reporting the results to the Board of Directors, reviewing the independence of the Certified Public Accountant or the auditing firm, monitoring, reviewing, and evaluating the financial reporting process, as well as monitoring and evaluating the adequacy and effectiveness of the policies, procedures, and controls of the Internal Control System and of risk assessment and management. Specifically, it is provided that the Committee shall oversee the duties of the Internal Audit Unit, the Risk Management Unit, and the Compliance Unit regarding the monitoring, auditing, and evaluating the implementation of the Rules of Procedure and the Internal Control System, particularly regarding the adequacy and accuracy of the financial and non-financial information provided, risk management, and regulatory compliance. The current Audit Committee is an independent committee and consists of three (3) members, one (1) of whom is an independent non-executive member of the Board of Directors and two (2) of whom are third parties independent of the Company. Further information regarding the composition, responsibilities, and operation of the Audit Committee are included in the Corporate Governance Statement, which forms part of the Board of Directors’ Annual Report and this Sustainability Report, as well as on the https://www.idealholdings.gr/en/ideal-holdings/corporate- governance/committees/. Remuneration and Nominations Committee The Remuneration and Nominations Committee of IDEAL Holdings is a single committee, in accordance with Articles 10 to 12 of Law 4706/2020, and was established by a decision of the Board of Directors. Its operation is governed by approved Rules of Procedure, which define the purpose, composition, term of office, duties, responsibilities, and internal operating rules of the Committee, as approved by the Board of Directors. Annual Financial Report | January -December 2025 52 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report The purpose of the Committee is to provide support and assistance to the Board of Directors on matters relating to the preparation, implementation, and review of the Remuneration Policy for members of the Board of Directors and senior executives, as well as identifying and evaluating suitable candidates for nomination as members of the Board of Directors, in accordance with the approved Suitability Policy. The Committee consists of at least three (3) members, the majority of whom are independent non-executive members of the Board of Directors, while an independent non-executive member is appointed as Chair of the Committee. The term of office of the Committee members is concurrent with that of the Board of Directors, without exceeding a total of nine (9) years. The Board of Directors retains the authority to remove and replace Committee members. Regarding remuneration, the Committee recommends the Remuneration Policy and any amendments thereto to the Board of Directors, oversees its implementation, and makes proposals regarding the remuneration of the members of the Board of Directors and the persons falling within the scope of the policy, in accordance with the applicable legislation. In this context, the Committee takes into account, among others, the performance of the members in relation to predefined quantitative and qualitative targets, the financial condition and prospects of the Company, as well as criteria linked to corporate social responsibility and non-financial performance parameters. Regarding nominations, the Committee recommends the candidate members for the Board of Directors to the Board, after first examining their individual and collective suitability based on the Suitability Policy. This evaluation includes criteria such as adequacy of knowledge and skills, independence of mind, integrity and reputation, absence of conflicts of interest, and sufficient time commitment. At the same time, the collective suitability of the Board of Directors is examined, with emphasis on adequate gender representation, diversity and the inclusivity of the body. The Committee meets at least once a year and keeps minutes of its meetings; it may invite members of the Board of Directors, Company executives, or external consultants to its meetings, if deemed appropriate. The Committee’s operations and responsibilities are described in IDEAL Holdings’ Corporate Governance Statement, which is published as part of the Board of Directors’ Annual Report and on the corporate website. Other Units At the operational level, IDEAL Holdings has an organizational structure that supports the management and monitoring of sustainability issues through existing functions, such as the Risk Management Unit, the Internal Audit Unit, and the Compliance Unit, as well as executives with responsibilities in ESG matters. These functions, through established reporting lines, provide information to Management and the relevant administrative and supervisory bodies, in collaboration with designated representatives from subsidiaries and external partners, supporting the exercise of their oversight. The organizational structure of the IDEAL Holdings Group supports a clear allocation of responsibilities and reporting lines among key functions, including those related to risk management, regulatory compliance, and non- financial reporting. The organizational structure of the IDEAL Holdings Group is available in the Rules of Procedure. Skills and Expertise of the Administrative, Management and Supervisory Bodies The composition of the Board of Directors, as reflected in the published CVs of its members, reflects experience in areas such as business administration, investments, finance, strategy, regulatory compliance, and corporate governance. This experience supports the exercise of oversight over issues linked to risks, regulatory requirements, and the long-term sustainability of the Group. Where required, the Company may engage internal or external experts to support the oversight of more specific matters. At the same time, the management bodies possess experience in sustainability issues, which has been Annual Financial Report | January -December 2025 53 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report enhanced through the review and approval of impacts, risks, and opportunities in the context of the double materiality assessment, as well as through ad hoc briefings when deemed necessary. Furthermore, in the context of the Group's strategy to enhance leadership in sustainability matters, the Chief Executive Officer completed the specialized program "Environmental, Social and Governance Leadership: A Pathway to Business Sustainability" from the University of Cambridge in 2024. This training enhances the knowledge and skills of senior management in modern ESG approaches and supports the effective integration of the relevant principles into strategy and decision-making processes. Further, the enhancement of the Board's expertise in corporate governance and regulatory compliance is supported through targeted educational actions. Specifically, members of the Board have enhanced their expertise in regulatory compliance and market integrity through training in Market Abuse Regulation (MAR), enhancing the understanding of the relevant regulatory requirements and risks. At the same time, the expertise of the administrative and supervisory bodies is reinforced by specialized executives who support the regulatory compliance and sustainability functions. Specifically, the Corporate Governance Manager has expertise in corporate governance, risk management, and regulatory compliance, including certifications such as Certified Governance, Risk & Compliance Officer (C-GRC) and Certified ESG Officer, as well as specialized training in incident investigation and reporting mechanisms (Empowering Whistleblowing & Investigations: ISO & ACFE perspectives), thereby strengthening capabilities for preventing and managing incidents of misconduct. The CSR & ESG Officer has expertise in sustainable development and ESG, through participation in programs such as Certified ESG Officer and CSRD Fundamentals, as well as in training focusing on social and environmental dimensions of sustainability, such as Developing Skills for Women Leadership in Climate Action and Gender Equality and Global Markets (Sustainable Investing Research Initiative), thereby strengthening the integration of relevant parameters into the Group’s operations and strategy. The above knowledge and skills support the structured flow of information to the Board of Directors and enhance its ability to effectively oversee matters of corporate conduct, regulatory compliance, and sustainability. For further information regarding the specific skills and expertise of each member of the Board of Directors, please refer to the Company’s website (https://www.idealholdings.gr/en/ideal-holdings/board-of-directors/) where the detailed CVs of the members of the Board of Directors are presented. Information Received and Sustainability Issues Addressed by the Company’s Administrative, Management and Supervisory Bodies The Board of Directors of IDEAL Holdings regularly receives information on sustainability issues as part of its overall oversight of the Group’s strategy, risk management, and long-term value creation. This information covers environmental, social, and corporate governance issues and is sourced from both the Parent Company’s central functions and its individual subsidiaries. During the reporting period, IDEAL Holdings conducted a double materiality assessment to identify the material impacts, risks, and opportunities (IROs) associated with the Group’s operations, taking into account both the impact perspective and the financial perspective. The results of this assessment, including the prioritization of sustainability issues and related IROs, were presented to the Board of Directors, which provided final approval within the scope of its responsibilities. In addition, reporting to the Board of Directors is supported by a structured process for preparing the Sustainability Report, in which executives from various departments of the Parent Company participate, including the Corporate Governance Manager, the CSR & ESG Officer, the Senior Reporting Officer, the HR & Operations Manager, Procurement executives, and the Risk Management Unit. Similarly, designated representatives at the subsidiaries are responsible for collecting the relevant data. The process involves defining the required information based on Annual Financial Report | January -December 2025 54 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report regulatory frameworks and ESG indicators, providing guidelines for data collection and calculation, collecting, evaluating, verification, and consolidation of information, as well as the final review, feedback, validation, and approval of the Report. This structured information flow ensures the consistency, completeness, and reliability of the data presented to the management and supervisory bodies. This process is supported, where necessary, by external partners specializing in sustainability and regulatory frameworks, who contribute to the drafting and technical preparation of the Report, under the guidance and review of the Company’s internal team. It should be noted that the process of reporting on sustainability issues is carried out on a case-by-case basis, while the establishment of a formalized procedure to further enhance the systematic nature and efficiency of the flow of information at the Group level is being considered for the future. The sustainability issues addressed by the Board of Directors are connected, among others, with climate change and energy consumption in the value chain, supply chain risk management, personal data protection, and cybersecurity, as well as with workforce matters, equal opportunities, and corporate governance. This information is utilized for strategic decision-making, target-setting, and monitoring the Group’s progress on sustainability issues. The above approach ensures that the administrative, management and supervisory bodies of IDEAL Holdings possess adequate, timely, and documented information on material sustainability matters, enhancing transparency, accountability, and the coherent integration of ESG parameters into the overall governance of the Group. The Audit Committee, within the scope of its responsibilities, reviews the process of financial and non-financial reporting, the effectiveness of the Internal Control System, risk management, regulatory compliance, and the Company’s principal uncertainties, and informs the Board of Directors of its relevant findings. During the reporting year, the Audit Committee convened seventeen (17) times, with full attendance of its members, reviewing, inter alia, matters relating to financial reporting, the effectiveness of the Internal Control System, risk management, regulatory compliance, as well as non-financial reporting and sustainability matters. Through this process, the Company’s management and supervisory bodies receive regular and substantiated information, which supports sustainability oversight and decision-making, within the scope of the responsibilities assigned to them by the applicable regulatory framework and the internal regulations. Finally, the Audit Committee, within the scope of its responsibilities, reviews the financial and non-financial reporting process, the effectiveness of the Internal Control System, risk management, regulatory compliance, and the Company’s principal uncertainties, and informs the Board of Directors of its findings. Through this process, the administrative and supervisory bodies of the Company receive regular and documented information, which supports the oversight of sustainability and decision-making, within the scope of the responsibilities assigned to them by the applicable regulatory framework and internal regulations. Integration of sustainability-related performance in incentive schemes IDEAL Holdings has established a Remuneration Policy, which determines the framework for providing fixed and variable remuneration to the members of the Board of Directors, in accordance with the applicable national and European corporate governance regulatory framework. The Remuneration Policy is approved by the General Meeting of shareholders, following a recommendation by the Remuneration and Nominations Committee and approval by the Board of Directors. Non-executive members of the Board of Directors receive exclusively fixed remuneration and do not participate in variable or long-term incentive schemes. Incentive schemes apply only to the executive members of the Board of Directors. Annual Financial Report | January -December 2025 55 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report With regard to the variable compensation of executive members of the Board of Directors who also perform management duties at Group subsidiaries, the Remuneration Policy provides for the use of financial and non- financial performance assessment criteria. Non-financial criteria account for at least 25% of the overall assessment and include, among other things, criteria related to employee health and safety, the environment, corporate social responsibility, and the implementation of initiatives related to ESG issues. The Remuneration Policy also provides for the possibility of implementing long-term incentive programs, which may include non- financial criteria, such as indicators related to employee engagement and customer satisfaction. Sustainability criteria are incorporated into this framework as non-financial performance criteria and are not specified at the level of specific indicators or metrics. Nevertheless, it should be noted that, in accordance with its Rules of Procedure, the Remuneration and Nominations Committee has the authority to make recommendations to the Board of Directors on matters concerning the framework and level of variable remuneration for the Company’s management and, at the Group level, for its subsidiaries. Specifically, the Committee reviews and submits proposals regarding the total amount of annual variable remuneration, the design and annual update of the methodology for determining performance indicators, targets, weighting factors, and caps, as well as the terms of application of the short-term and long-term incentive (STI/LTI) programs, including vesting conditions, deferral, and malus or clawback mechanisms, where applicable. At the same time, the Committee recommends to the Board of Directors the framework and basic rules of the remuneration policy for members of the Boards of Directors of the Group’s subsidiaries and formulates proposals regarding their fixed and, where permitted, variable remuneration. The Remuneration Policy is available on the corporate website for the information of all stakeholders and constitutes the 5th edition following its approval by the resolution of the Regular General Meeting of Shareholders dated June 5, 2025. Statement on Due Diligence IDEAL Holdings applies due diligence processes in sustainability matters, within the context of its overall approach to risk management, compliance with the applicable regulatory framework, and the integration of environmental and social parameters into its strategy and business model. In accordance with the requirements of the European sustainability reporting standards (ESRS), the sustainability report includes a mapping of the key aspects and stages of the due diligence process. This mapping reflects the way and the stage at which due diligence processes are integrated into the governance, strategy, policies, and practices of IDEAL Holdings. The following table presents the link between the key elements of due diligence and the corresponding sections of the Sustainability Report, allowing for the understanding of the application of these processes, without introducing additional conduct requirements beyond those provided by the applicable institutional and regulatory framework. Annual Financial Report | January -December 2025 56 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report Key elements of due diligence Sections in the Sustainability Report Governance Strategy, business model and value chain a) Integrating due diligence in governance, strategy Sustainability strategy and business model Value Creation Model b) Engaging with affected stakeholders in all key Interests and views of stakeholders stages of due diligence Material impacts, risks and opportunities and their interaction with c) Identifying and assessing negative impacts strategy and business model ESRS E1 - Climate Change - Policies ESRS E1 - Climate Change - Actions and Targets ESRS E5 - Resource use and circular economy - Policies ESRS E5 - Resource use and circular economy - Actions d) Taking actions to address those negative impacts ESRS S1 - Own Workforce - Policies ESRS S1 - Own Workforce - Actions ESRS G1 - Business Conduct - Corporate culture and corporate culture ESRS G1 - Business Conduct - Actions ESRS E1 - Climate Change - Energy and GHG emissions metrics ESRS E5 - Resource use and circular economy - Waste management indicators e) Monitoring and communicating the effectiveness of these efforts ESRS S1 - Own Workforce - Indicators and targets ESRS G1 - Business Conduct - Indicators and targets Specific Disclosures Regarding the Group's specific due diligence practices at the investment level, it should be noted that the Group applies a concise and structured assessment approach prior to making investment decisions. This practice aims to identify and manage potential risks in a timely manner, as well as to assess opportunities, ensuring that investments are aligned with the Group’s strategic objectives and principles of responsible business operations. Responsible Investments The Group recognizes that the integration of Environmental, Social and Governance (ESG) factors affects both exposure to risks and the utilization of investment opportunities, contributing to the creation of long-term value. Within this context, the Company has established a Sustainable Development Policy, which determines the framework for integrating ESG parameters into its strategy and operations. The Policy is applied to all of IDEAL Holdings' operations, covering both the assessment of new investments and the management of the existing portfolio, without explicit exceptions being specified. A central element of the Company's strategy is the integration of ESG criteria into the investment process, aiming at the selection of investments that exhibit resilience to environmental and social risks and simultaneously create a positive impact. Within this context, IDEAL Holdings: • excludes investments that do not meet basic ESG criteria, • seeks the selection of investments with a positive environmental and social footprint, • and encourages the development of responsible business practices in its portfolio companies. The Company's investment strategy is aligned with internationally recognized standards and sustainability initiatives, such as the Principles for Responsible Investment (PRI), the Performance Standards of the International Finance Corporation (IFC), and the Performance Requirements of the European Bank for Reconstruction and Development (EBRD), enhancing the Group's systematic approach regarding the management of ESG matters and the assessment of investment opportunities. Annual Financial Report | January -December 2025 57 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report For the implementation of the above strategy, the Company applies environmental and social risk assessment procedures in the context of investment analysis, which are applied to all potential investments and are adapted depending on the characteristics and level of risk of each investment. These procedures include: • screening to exclude activities based on international exclusion lists, including the lists of the IFC and the EBRD, • assessing regulatory compliance with the applicable regulatory framework, • and collecting and analyzing ESG data related to operations, geographic location, health and safety issues, as well as relevant environmental and social impacts. Based on the results of the initial assessment, investments are categorized according to the level of environmental and social risk (low, medium, high), in order to determine the appropriate level of analysis and due diligence. For higher-risk investments, more extensive environmental and social due diligence procedures are applied, which may include on-site visits, involvement of external experts, and the preparation of specialized reports, aiming at a full understanding of the relevant risks and impacts. Additionally, the development and implementation of an Environmental and Social Action Plan (ESAP) may be required, which includes specific mitigation measures, timelines, and responsibilities for managing the identified issues. The responsibility for the implementation of the above procedures is part of the responsibilities of the Company's functions related to investment evaluation and management and, where required, is supported by external partners or specialized experts. At the same time, IDEAL Holdings is developing mechanisms to monitor ESG issues within its portfolio companies through data collection and evaluation processes and relevant reporting, while setting qualitative and quantitative targets that are reviewed on a regular basis, as part of its Sustainable Development Policy. At this time, no specific indicators, measurable targets, baselines, or detailed data on the allocation of financial resources directly related to this issue have been disclosed. Risk Management and Internal Control Processes related to Sustainability Reporting IDEAL Holdings, as the indirect parent company of the Group, has established and implements a unified risk management framework and internal control system, which covers the entire scope of the Company’s activities and those of its significant subsidiaries. This framework is defined through the Company’s Rules of Procedure and the respective Rules of Procedure of its significant subsidiaries, which explicitly provide for the alignment and compliance of subsidiaries with the policies, procedures and control mechanisms established at Group level. IDEAL Holdings maintains a Risk Management Unit, responsible for the development, implementation, and monitoring of the Risk Management Framework at both parent and Group level. The Unit supports the identification, assessment, and monitoring of risks related to operations, financial reporting, and other disclosed information, including non-financial data. Based on their Rules of Procedure, subsidiary companies are required to implement this framework and provide the Company with the necessary information for the purposes of consolidated monitoring and control. The risk assessment approach is based on a structured process of identification, description, and estimation of risks, using predefined probability and impact scales. The assessment is performed for both inherent risk and residual risk, taking into account existing safeguards and the controls implemented. Risks are recorded in a Risk Register, which is updated on a regular basis, and are prioritized according to their severity and potential impact on the Group's operations and information. In this context, risks related to the completeness, accuracy, reliability, and timeliness of the information provided, including non-financial elements, are also examined. The relevant safeguards and controls are implemented through existing procedures, without the creation of a separate system exclusively for sustainability, but within the framework of the Group's overall Internal Control System. Annual Financial Report | January -December 2025 58 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report At the same time, IDEAL Holdings maintains an Internal Audit Unit, which operates independently and in accordance with approved Operating Regulations. The Internal Audit Unit monitors and assesses the adequacy and effectiveness of the Internal Control System, risk management, and regulatory compliance, at both parent and subsidiary levels, to the extent that they fall within the Group's audit scope. Audit findings are recorded in reports, which include observations, risk assessments, and recommendations for improvement where required. The Audit Committee of IDEAL Holdings assists the Board of Directors in the oversight of the Internal Control System and risk management. Within the scope of its responsibilities, it reviews the process of financial and other disclosed reporting, receives updates from the Internal Audit Unit and the Risk Management Unit, and assesses the adequacy of the controls implemented. This oversight extends to matters concerning non-financial information, insofar as these are integrated into the Company's general control and risk management framework. Furthermore, during the year 2025, the Internal Audit Unit conducted a specific audit of the non-financial reporting process and, specifically, the preparation of the Sustainability Report, in accordance with the approved annual audit plan. The area of non-financial reporting was assessed, within the context of risk analysis, as having high inherent risk, primarily due to the applicable regulatory obligations. The audit focused on compliance with the current legislative and regulatory framework, the existence of a documented process for the preparation of the Sustainability Report, as well as the design, existence, and effectiveness of the relevant safeguards. The audit work included, among others, meetings with relevant executives, review of documentary evidence, assessment of information sources, and walkthrough testing of the Sustainability Report preparation process. In this context, the Sustainability Report, the Consolidated Sustainability Report, the Corporate Governance Statement, the ESG Strategy, the Sustainable Development Policy, and the Sustainability Report Preparation Process were examined, among others. Based on the audit results, no findings were identified in the area of non-financial reporting, and the implemented internal control system was rated as “Satisfactory”. The audit results were communicated to the Audit Committee and the Board of Directors, strengthening the oversight of the reliability, completeness, and consistency of sustainability information at Group level. The audit of non-financial reporting is included in the annual internal audit plan and is conducted on an annual basis. The findings from risk management and internal controls are disclosed to the Board of Directors through the Audit Committee on a regular basis and, if necessary, on an ad hoc basis. The relevant reports include the principal risks identified, the assessment of their severity, and the status of the mitigation measures implemented. Through this process, findings are integrated into the internal operations and procedures of the parent and subsidiaries, supporting the consistency, transparency, and reliability of the sustainability reporting process at Group level. Strategy, Business Model and Value Chain The strategy is based on multi-sector activity and geographical diversification, aiming to enhance resilience and competitiveness. The subsidiaries operate with operational autonomy under a unified governance and risk management framework, which allows for the systematic monitoring and optimization of performance at all stages of the value chain. Through this strategy, the Group seeks to increase revenue and operational efficiency, create added value for stakeholders, mitigate operational and regulatory risks, and enhance the reputation and stakeholder trust in the Group. Annual Financial Report | January -December 2025 59 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report Workforce and Geographical Distribution IDEAL Holdings Group employs a workforce that is geographically distributed across key urban and operational 2 centers in Greece, as well as in Cyprus and Bulgaria , reflecting the structure of its business model and the nature of the activities of its subsidiaries. Attica constitutes the primary geographical employment hub for the Group, concentrating the largest part of the workforce, particularly for companies operating in the sectors of retail, information technology, cybersecurity, technology distribution, and management and holding services, as well as for the warehousing infrastructure of companies engaged in food production and trade. This spatial concentration is directly linked to the presence of central management functions, digital infrastructure, high-traffic commercial points, and specialized technology teams. The distribution of the Group’s workforce by region is presented in the table below: Company Headcount Greece Cyprus 50 100% IDEAL HOLDINGS S.A. (hereinafter “IDEAL Holdings”) 1,121 100% ATTICA DEPARTMENT STORES S.A. (hereinafter “attica”) 233 100% BYTE COMPUTER S.A. (hereinafter “BYTE”) ADACOM ADVANCED INTERNET APPLICATIONS S.A. (hereinafter 155 100% “ADACOM”) 16 100% ADACOM CYBER SECURITY CY LTD (hereinafter “ADACOM CY”) 4 100% METROSOFT S.A. (hereinafter “METROSOFT”) 20 100% IDEAL SOFTWARE SOLUTIONS S.A. (hereinafter “IDEAL Software”) 54 100% BLUESTREAM SOLUTIONS S.A. (hereinafter “BlueStream”) 664 100% BARBA STATHIS S.A. (hereinafter “BARBA STATHIS”) HALVATZIS MAKEDONIKI S.A. (hereinafter «HALVATZIS») 126 100% Goal, Vision and Mission Our Goal Our goal is to establish ourselves as a dynamic Greek holding company through sustainable growth and innovation, with a diversified investment portfolio that creates long-term value for our stakeholders. We envision a future where businesses grow by contributing to a better world. Our Vision Our vision is to lead a paradigm shift in the investment segment. It is our ambition to push our portfolio companies towards maximizing their profits, while incorporating the Environment, Society and Governance (ESG) principles, thereby creating shared value for all stakeholders. Our Mission At IDEAL Holdings, our mission is to seize investment opportunities that lead to positive change. We are dedicated to identifying and investing in sound businesses that support our environmental, social and governance (ESG) commitments. 2 It is noted that the Group’s presence through UNCLE STATIS EOOD (a subsidiary of BARBA STATHIS) is limited, therefore the contribution of the activities carried out there, which employ (2) people, is assessed as non-material in relation to the allocation data presented in the Section “ESRS S1 – Own Workforce” and the consumption data related to the topics covered in the sections “ESRS E1 – Climate Change” and “ESRS E5 – Resource Use and Circular Economy”. Consequently, their impact on the Group’s total reported figures is considered negligible and is therefore not taken into account. Annual Financial Report | January -December 2025 60 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report Group Investment Portfolio During the financial year 2025, the Group operates in three main business segments, covering the segments of Information Technology (IT), Retail, and Food production and trade. The structure of the Group, as well as the percentages of direct and indirect participation, are presented in detail in Note 1.2.1 of the financial statements. In addition, Note 1.3 presents the Group’s companies by business sector. Material Subsidiaries of the Group The companies attica, BYTE, and BARBA STATHIS have been designated as significant subsidiaries of IDEAL Holdings by decision of its Board of Directors dated 1/4/2025. In determining these companies as significant subsidiaries, consideration was given to their impact on the financial position and performance of the Group. Specialized Retail Segment Attica Department Stores S.A. Attica Department Stores S.A., "attica", a company with 20 years of presence in the Greek market and with over 5 million visitors every year, is a leading force in the fashion and cosmetics sector in Greece, collaborating with international luxury brands. The company operates four department stores in Athens and Thessaloniki, seven additional stores, as well as a 2 state-of-the-art online store. The facilities cover 69,000 m of leased space, with the main locations in Athens, with 2 City Link's flagship store in the center of Athens occupying 35,302 m , in Golden Hall and the Mall, and in Thessaloniki with stores in Mediterranean Cosmos and Tsimiski Str. It offers over 1 million products and services, and its strategy focuses on enhancing brand awareness and on taking a holistic approach to consumer engagement through physical and digital channels. The Company’s official corporate website is available at: https://www.atticadps.gr/ Information Technology (IT) Segment BYTE COMPUTER S.A. Byte Computer S.A. is one of the leading providers of integrated IT and communications solutions in Greece, with a continuous market presence since 1983, serving as a significant factor in the country's digital environment. The company operates in software application development, systems integration, technology integration, and networking, offering a wide range of high added-value services that transform customers' technological investments into measurable business results. It participates in major digital transformation projects in the private and public sector, such as electronic and paperless prescription, the COVID-19 registry, “Police on Line”, migrant ID cards, smart city solutions and encrypted networks. In addition, Byte is registered on the European Union's list of approved trust service providers ( in accordance with the eIDAS legislation) and through its innovative “Trust Center”, offers qualified digital signatures and seals in accordance with the European and Greek legislation. The Company’s official corporate website is available at: https://www.byte.gr/ ADACOM ADVANCED INTERNET APPLICATIONS S.A. ADACOM S.A, is a leading Qualified Trust Services Provider (QSTP), Cybersecurity Solution Integrator and Managed Security Services Provider (MSSP), based in Athens, with offices in the Kingdom of Bahrain. Operating in more than 30 countries in Europe, the Middle East and Africa (EMEA) and with over 25 years of experience in cybersecurity, ADACOM supports businesses to operate in a modern and secure digital environment, facilitating the digital transformation of operational processes. Combining international expertise, partnerships with leading technology providers and local experience, the company offers comprehensive solutions that respond to internal and external threats, as well as a broad range of Annual Financial Report | January -December 2025 61 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report cybersecurity challenges. Today, more than 500 organizations trust ADACOM for data protection and the security of their operations in critical business infrastructure. The company operates two Secure Data Centers dedicated to Trust Services, as well as an advanced Secure Operations Center (SOC) that provides a full range of managed security services, leveraging cutting-edge technologies, including artificial intelligence, for fast and robust protection. The Company’s official corporate website is available at: https://www.adacom.com/ ADACOM CYBER SECURITY CY LTD ADACOM CY is headquartered in Nicosia, Cyprus and is active in the provision of cybersecurity solutions and services, as well as customer support. The company has established a strong presence in the Cypriot market, leveraging its expertise, commitment to quality and certifications that underline its dedication to delivering high- level services in the fields of information security and risk management. The Company’s official corporate website https://www.adacom.com/company/adacom-cyprus is available at: IDEAL SOFTWARE SOLUTIONS S.A. IDEAL Software Solutions S.A., is a company specialized in the development and promotion of Customer Communications Management (CCM) and Enterprise Output Management software solutions. These cover the creation, management, archiving, and dynamic delivery of high-volume documents across multiple communication channels (such as SMS, email, and Viber) for organizations with high requirements for sensitive data. IDEAL Software Solutions' applications can be integrated with core business systems (ERP, CRM, Billing) and are supported in On-Premises, SaaS, IaaS, and PaaS environments, facilitating the digital transformation of business processes. The company's software solutions target large organizations in the financial, telecommunications, energy, and public sectors that manage large volumes of communications and sensitive data, aiming to improve customer experience and efficiency. IDEAL Software Solutions operates in several countries in Southeast Europe and continues to expand its operational portfolio with innovative features, such as document automation tools, digital signatures, and Cyber Threat Intelligence (CTI) platforms for proactive risk management. The Company’s official corporate website is available at: https://idealsw.com/ Food Segment BARBA STATHIS Industrial & Commercial S.A. BARBA STATHIS, with over half a century of presence in the Greek market, has established itself as the leading company in the production and trade of frozen vegetables, plant-based meals, doughs, and fresh washed and packaged refrigerated salads, offering high-quality products that meet modern nutritional consumer needs. The goal of BARBA STATHIS is to offer products of optimal quality and maximum safety with absolute respect for the environment, people, and society as a whole. BARBA STATHIS operates on the basis of timeless values and strategic pillars that form a responsible and sustainable business model. These include high standards of quality and safety, systematic investment in the primary sector and Greek entrepreneurship, as well as the promotion of innovation, research, and development. At the same time, the company’s international outlook strengthens its global presence and its competitive advantage in the market. More information on the operations of BARBA STATHIS is available at: https://www.barbastathis.com Furthermore, BARBA STATHIS holds a 90% stake in the share capital of HALVATZIS MAKEDONIKI S.A., a Greek company with a successful track record in the agri-food segment. HALVATZIS MAKEDONIKI S.A. produces and markets products such as steamed vegetables, ready-to-eat vegetable and legume salads, and sugar-free fruit Annual Financial Report | January -December 2025 62 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report salads under the “Agrokipos Halvatzi” brand. Additionally, the company offers jams, Greek spoon sweets, and vegetables in brine under the “Halvatzi Family” and “Makedoniki” brands. More information on the activities of HALVATZIS is available at: https://www.halvatzis.gr/ Other Investments (Technology Products Distribution, Software, IT & Cybersecurity) METROSOFT S.A. Metrosoft S.A. is active in the field of information technology, and more specifically in the trading and distribution of hardware and software products, covering needs in computer systems, servers and peripheral equipment, with the aim of providing complementary support to the Group’s activities in the broader technology and IT solutions sector.It is co-located with BYTE in the same premises. The Company’s official corporate website is available at: https://metrosoft.gr/ Sustainability Strategy IDEAL Holdings Group has integrated sustainability as a key and timeless element of its business strategy and business model, ensuring that principles related to Environmental, Social, and Governance (ESG) issues are integrated horizontally across its activities, investment decisions, and governance. As a holding Company with majority control over subsidiary undertakings, IDEAL Holdings has developed and implements an ESG strategy, which clearly defines the criteria for selecting, assessing, and managing sustainable investments at the portfolio level. The mission of IDEAL Holdings is the long-term and sustainable value creation through the active management of a diversified portfolio of holdings, investing in businesses with strong growth prospects, responsible business conduct, and the potential for a positive environmental and social footprint. The business model of IDEAL Holdings focuses on enhancing the resilience, innovation, and responsible operation of its portfolio companies, taking into account the impacts, risks, and opportunities throughout the value chain. ESG Strategy Pillars The ESG Strategy of IDEAL Holdings, as reflected in the published official ESG Strategy (1st edition), is based on three interconnected pillars: (a) Environmental Oversight, (b) Shared Value Creation, and (c) Responsible Business Conduct. These pillars serve as a reference framework for the integration of ESG criteria into investment strategies, governance, and the operational guidance of portfolio companies, aiming to enhance positive impacts and mitigate material risks. Sustainable Development Policy IDEAL Holdings is committed to integrating the principles of Sustainable Development into its investment portfolio, recognizing that responsible business conduct is a key driver of long-term value creation for stakeholders. The Company’s commitments regarding sustainability issues: • Integrating ESG criteria into investment processes, through the assessment of the ESG performance, risks, and impacts of existing and potential investments. • Prioritizing sustainable investments that contribute to the reduction of the environmental footprint, the enhancement of social well-being, and the application of principles of responsible and ethical governance. • Developing and strengthening ESG practices within portfolio companies, through collaboration, guidance, and monitoring of progress, aiming at continuous improvement. • Enhancing stakeholder engagement, with the aim of promoting awareness and the adoption of responsible practices in the Group's segments of operation. • Leveraging innovation and technology as essential for sustainable development, through investments that create a positive environmental and social impact. Annual Financial Report | January -December 2025 63 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report • Ensuring transparency and accountability in the management of investments and the implementation of ESG principles at the portfolio level. • Creating long-term value, while acknowledging that sustainable business practices are directly linked to resilient financial performance and enhanced stakeholder trust. It is noted that this Policy is developed in further detail in the Section “ESRS E1 – Climate Change”. With regard to target-setting on Environmental, Social and Governance (ESG) issues, it should be noted that, due to the diversified nature of the Group’s activities and the different level of maturity across sectors, it is not currently feasible to establish uniform, measurable and outcome-oriented targets at Group level, and no specific timetable has been set for their development. Nevertheless, the effectiveness of the policies and actions is monitored at the activity and/or subsidiary level through individual processes, qualitative and quantitative indicators, and internal monitoring mechanisms related to the material sustainability issues. In this context, the relevant targets and indicators are disclosed, where they exist, in the individual sections of this Report. Responsible Investment Approach IDEAL Holdings adopts a responsible investment philosophy, seeking to create strong financial value in combination with a positive impact on the environment and society. Retail The business model of the subsidiary attica focuses on providing an enhanced shopping experience, leveraging both its physical store network and its digital channels. The company operates four department stores in Athens and Thessaloniki while dynamically developing its e-shop, strengthening its presence in e-commerce. Its strategy emphasizes brand enhancement and the shaping of a cohesive customer experience through a broad portfolio of over 1 million products and services, in collaboration with internationally recognized luxury brands. Through multi-channel operations and a steady commitment to quality, it seeks continuous growth, enhancing customer loyalty and market differentiation. and Technology IT The Group's Information Technology companies operate in a wide range of services, including the IT, cybersecurity solutions, cloud services and digital business transformation support segments. Their business model is based on providing specialized and high value-added solutions to businesses and organizations, with a focus on data security, system reliability and technological innovation. Their strategy focuses on sustainable digital growth, focusing on creating long-term value through: • investing in new technologies and human capital, • energy-efficient and environmentally friendly solutions (such as virtualized infrastructure and modern developing data centers) • strengthening the cyber resilience of customers and partners, • complying with the principles of responsible governance and data protection The companies leverage international standards, integrate ESG criteria into their solutions, and contribute to the digital transformation of the economy with responsibility while focusing on customer satisfaction. Food Production and Distribution BARBA STATHIS shapes its business strategy based on its vision, mission, and values, aiming to improve both its corporate performance and the implementation of material corporate responsibility and sustainable development actions. The company has developed its business model by integrating key elements, such as responding to consumer and market needs, seamless cooperation with its partner producers and the supply chain as a whole, as well as the adoption of technological innovations that ensure optimal quality and maximum safety of raw Annual Financial Report | January -December 2025 64 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report materials and final products. The business model of BARBA STATHIS reflects the key functions and strategic directions of the company, highlighting the way it creates added value. Through a holistic approach, the company responds effectively to the needs and expectations of all involved stakeholders, promoting sustainable development and responsible entrepreneurship. In this context, it constantly invests in and emphasizes the adoption and application of technological innovations that ensure the highest standards of quality and safety at every stage of the production process—from the collection and processing of raw materials to the marketing and distribution of final products. Corporate responsibility is an integral part of BARBA STATHIS and significantly determines its business choices Its sustainable development strategy concerns five key pillars: and actions. • Environmental Responsibility • Sustainable Agriculture & Sustainable Procurement • Thriving Communities • Responsible Business Operations • Transparency & Accountability Value Chain The value chain of IDEAL Holdings and its subsidiaries reflects the full range of its operations, resources, and relationships with stakeholders, from the upstream input stage through to the downstream distribution and end use of products and services. This structure reflects the Group’s business model and strategy, as it highlights how its activities are linked to sustainability issues and create or influence related risks, opportunities, and impacts throughout the value chain. Upstream Value Chain In the upstream segment of the value chain, the Group relies on an extensive ecosystem of suppliers and partners. This includes utility providers (electricity, water, fuel), waste management and environmental restoration services, IT and technology infrastructure providers (software and hardware), data center operation and hosting services, financial and insurance institutions, and suppliers of raw agricultural materials, packaging materials, ingredients, and food additives. Furthermore, it includes wholesale suppliers of apparel, footwear, and cosmetics, as well as providers of transportation, logistics, networks, and telecommunications. Simultaneously, the Group develops partnerships in the fields of Research and Development (R&D), innovation, marketing, real estate, as well as construction and renovation, integrating criteria for responsible sourcing and environmental and social compliance throughout the upstream chain. Own Operations At the level of its own operations, the Group leverages human capital, its administrative structure, and its investment background as key drivers of value creation. The key business operations include cybersecurity & IT services, cloud infrastructure, data protection, and information systems integration, distribution of technological equipment, specialized retail of apparel, footwear, cosmetics, and accessories, processing, production, and distribution of frozen, steamed, and plant-based vegetable products, as well as holding and investment activities, including the management of corporate participations and strategic investments. Support functions, with an emphasis on supply chain management and technological and digital infrastructure, implement integrated approaches to governance, risk management, and sustainable development, enhancing the Group's overall resilience. Downstream Value Chain In the downstream segment of the value chain, value is transferred to direct and indirect customers, which include public and private sector organizations, corporate clients, retailers, as well as end consumers of apparel, footwear, and cosmetics through both physical stores and digital channels (e-shops). Annual Financial Report | January -December 2025 65 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report The operations of food companies ultimately lead, at the downstream stage, in food retail chains and supermarkets, through which products are made available to a broad consumer base, both through physical stores and online platforms, as well as directly to end consumers. This process is supported by transportation, warehousing, and logistics services that ensure the efficient distribution and availability of products. At the same time, the Group’s equity and investment activities are directed toward shareholders and the stock markets, as well as the Group’s subsidiaries, contributing to the creation and preservation of long-term value. The mapping of the value chain allows the Group to identify environmental, social, and governance impacts, as well as associated risks and opportunities at every stage of operation. Through the integration of ESG criteria into the strategy, business model, and stakeholder relationships, transparency and sustainable value creation are enhanced, supporting the long-term competitiveness and resilience of the Group. THE GROUP’S VALUE CHAIN Upstream Own Operations Downstream External Stakeholders Internal Stakeholders External Stakeholders • Electricity & Fuel • Waste Management, • Employees • Water consumption • Management • Banking Services and Insurance Common to all of the • End-of-life management • Operational units • Building Lease Agreements Group's operations • Transport and storage services • Transportation and Storage • Procurement, Finance, and IT departments Services • Construction and Renovation Service Providers • Data center operations / hosting • Cybersecurity, cloud services infrastructure, data protection, • Data Center Operations / IT & Cybersecurity services and IT system integration Hosting Services • IT, Network, and services Communications Infrastructure • Procurement of apparel, footwear, and cosmetics from wholesalers • Retailing through department • Individual consumers Retail • Procurement of computer stores (apparel, footwear, • E-commerce customers equipment, peripherals, and cosmetics) software from wholesale suppliers • Procurement of agricultural raw materials from contracted farmers and local producers • Wholesale (distributors, food • Procurement of food ingredients manufacturers) for processing and • Production, processing, and • Retail (supermarket chains, formulation/manufacturing of packaging of frozen vegetables, Food small retail stores) products plant-based meals, chilled • B2B and B2C customers • Procurement of packaging salads and agri-food products • Consumers materials for food production and distribution • Procurement of machinery and equipment • Banking institutions • Subsidiaries • Portfolio Management and Holding Company • Investment advisors Strategic Investments • Shareholders • Legal & tax advisors IDEAL Holdings Value Creation Model The Group creates value through the efficient utilization of key inputs and the active management of its holdings, within the framework of a responsible and sustainable business model. Annual Financial Report | January -December 2025 66 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report Inputs The key inputs of the Group include the following: • Workforce: Talent development and utilization, with active employee engagement and institutional dialogue with trade unions. Collaboration with farmers-producers to strengthen the production chain. • Technological Infrastructure: Provision of innovative solutions by IT providers and external partners to support operations. • Energy and Material Resources: Securing sustainable procurement through cooperation with suppliers. • Financial Instruments: Provision of capital and management through investors and financial institutions. • Social capital: Strengthening relationships with the community, customers, regulatory authorities, and non- profit organizations. The management of these inputs is based on structured compliance procedures, international standards and certifications (e.g., ISO), as well as continuous investment in innovation and the improvement of operational practices. These inputs are directly linked to key stakeholder groups across the value chain, such as: • Employees and employee representatives • Farmers - Producers • Suppliers • Technology providers and external partners • Investors and financial institutions • Community, customers, regulatory authorities, and non-profit organizations Activities The Group operates in three main business segments, which are integrated into its operational activities: • Specialized Retail attica is the leading luxury retail destination in Greece, combining high-standard physical stores with a strong digital presence. This model enhances differentiation, customer experience, and sustainable operations. • Food / Agri-food Sector Through the company BARBA STATHIS, the Group is active in producing, processing and packaging of vegetables, plant-based meals offered in frozen form, chilled salads and agri-food products (under the BARBA STATHIS trademark). • Technology – IT and Cybersecurity The Group’s companies, as outlined above, provide IT, cybersecurity, cloud and digital transformation solutions, with an emphasis on data security, reliability and energy efficiency, contributing to sustainable digital development. Outputs The outputs of the Group's business model reflect the transformation of strategic inputs and operational activities into measurable economic, social, and environmental results. At an economic level, the Group generates: • Stable cash flows • Increased profitability • Long-term increase in the value of holdings through organic growth, operational upgrades, and selective portfolio restructuring Annual Financial Report | January -December 2025 67 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report The outputs include: • Advanced technological solutions in IT, cybersecurity, and cloud services • High-quality retail products through multi-channel models • Safe, certified, and nutritionally reliable plant-based food products • Strengthening of value chain resilience and sectoral competitiveness At a social level, the outputs include: • Creation and maintenance of quality jobs • Development of workforce through investments in skills and expertise • Support for local economies and communities, particularly in the agri-food sector Promotion of trust among customers, partners, and investors through high standards of corporate governance and transparency. Analysis of total revenue by material business segments The analysis is provided in Note 34 – Segment Reporting, in the Annual Financial Statements, which presents the three business segments: Specialized Retail, IT, and Food. List of Material Business Activities The Group operates through a diversified portfolio of business segments, as identified by the Statistical Classification of Economic Activities in the European Community (NACE). These segments are directly linked to the Group’s business model and growth strategy, representing its main products and services while serving as key pillars of its approach to sustainability and ESG issues. Specifically, the key segments of activity include: • 62.01 – Computer programming activities related to IT services, digital transformation, and cybersecurity, as provided by the subsidiaries BYTE,ADACOM and IDEAL Software, • 46.51 – Wholesale of computers, computer peripheral equipment and software, corresponding to the distribution of technological equipment and IT solutions, • 47.71 – Retail sale of clothing in specialized stores, • 47.72 – Retail sale of footwear and leather goods in specialized stores, • 47.75 – Retail sale of cosmetics and personal care products in specialized stores, which constitute attica’s business segment and are linked to the provision of a high-value-added multi-channel retail experience, • 10.39 – Other processing and preserving of fruit and vegetables. These activities relate to BARBA STATHIS and its subsidiary HALVATZIS (90% shareholding), • 64.20 – Activities of holding companies, which reflect the role of IDEAL Holdings as a holding company, with the objective of strategically managing, strengthening, and developing its subsidiaries. Interests and Views of Stakeholders IDEAL Holdings and its subsidiaries have systematically and in a structured manner integrated stakeholders and their views into the formulation of their strategy and business model, recognizing that their active and meaningful engagement constitutes a critical factor for long-term sustainable development, risk management and the identification of opportunities. Communication with each stakeholder group is conducted on a daily or periodic basis, depending on its needs and characteristics, through appropriate and specialised channels. The objective of this communication is to achieve a substantive understanding of stakeholders’ needs and expectations, enhance transparency, and promote the sustainable and responsible operation of the Group across all levels of its activities. The governing bodies of the Group’s companies are informed on a regular and, where appropriate, ad hoc basis regarding stakeholders’ needs. The Group is committed to responding to the evolving needs of its stakeholders, Annual Financial Report | January -December 2025 68 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report strengthening trust and contributing to the creation of shared value. The following table provides a summary overview of stakeholders’ views and interests. Communication Channels and Stakeholders Key Requirements & Key Issues Group Response Frequency − Company announcements through the Athens Stock Exchange (ATHEX) and the official website - Quarterly and annual − Transparency announcement of financial results − Profitability Recognizing the moral and practical − General Meetings, including − Avoiding incidents that discredit Shareholders support of shareholders in the progress through electronic means to the Company of the Company. ensure the direct and − Reducing or eliminating risk uninterrupted participation of − Ensuring human rights at work shareholders − The Company's Shareholders' Department for direct communication with shareholders − Publication of annual and quarterly financial reports − Investor Days − Submission of financial reports The Group is expected to deliver Investors and Rating − Ongoing management of − Investor meetings / conference profitability, stability, transparency, and Agencies relationships with institutional calls (quarterly or as needed) - limited risk investors Company website & newsletters − Adherence to high standards of corporate governance − Continuous development of workforce skills − Recognition of diversity and offering equal opportunities for all − Providing regular information to − Building a creative and efficient − Ensuring and improving health and employees via email working environment. safety conditions − Promoting transparency and − Uploading of all Regulations and − Certified occupational health and Employees Policies on the Company's intranet integrity. Offering competitive safety processes (BARBA STATHIS) remuneration and benefits. − Issuing and distributing a semi- − Implementation of a flexible two- Providing training. Promoting annual internal newsletter to the way communication system. health and safety at work. employees of the IT companies (BARBA STATHIS) − Conducting a Great Place to Work employee satisfaction survey. (BARBA STATHIS) − Quality of services/products The Company focuses on customer satisfaction, ensures the protection of provided − Through the Company's personal data and privacy for both − High level of customer service Customers communication channels customers and employees, actively − Protection of personal data for − Through questionnaires contributes to society, and promotes employees, customers, and innovation in products and services. partners − Certified procedures for product manufacturing and packaging − Through the Customer Service − Product quality and safety − Investments in research and Department (by phone or online) − Updates on new products development of new products and Consumers − Through the Distribution in the continuous improvement of − Updates on healthy eating Department the manufacturing process − Corporate responsibility − Through the Sales Department − Training of personnel on customer service matters − Monthly updates on the financial results of the portfolio companies − Workforce management, training, − Extraordinary meetings for and incentives decision-making − Selection of effective Setting goals and selecting strategies to − Regular meetings Business partners communication methods achieve them − Regular communication between − Implementation of environmental non-executive and executive management practices to protect members the environment and prevent risks − Separate meetings among the independent members − Collaborating with suppliers who adhere to high standards in terms Promoting safety and environmental of human rights, safety, responsibility among suppliers. environment and prices − In-person meetings with the Supporting local suppliers Suppliers / External − Sharing knowledge and experience companies' key suppliers Contractors for responsible entrepreneurship Long-term relationships based on − Sending the companies' financial − Implementation of the Supplier data on a regular basis mutual trust Code of Conduct − Development of Sustainable Procurement Annual Financial Report | January -December 2025 69 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report Communication Channels and Stakeholders Key Requirements & Key Issues Group Response Frequency − Contract Farming − Credibility and reliability − Implementation of Integrated − Long-term relationships based on Agricultural Management mutual trust − Through the Company's principles − Production of top-quality products Agricultural Department − Implementation of an education − Crop management supported by − Implementation of education and Farmers - producers and training program for partner the Company's guarantee and training programs aimed at further producers experience developing skills and promoting − Income support for producers best practices − Provision of information and − Creation of a scholarship program training programs for the children of partner − The Company's financial strength producers − Compliance with laws and regulations − Full compliance with the law − Membership in Associations, − Taxation and tax payment Government Institutions − Publication of annual audited Organizations and Chambers of & Regulatory Authorities − Environmental issues Commerce financial statements − Labor and social issues − Employee health and safety − Profitability − Job creation and workforce retention − Providing regular updates by − Respect for Human Rights − Transparency sending various corporate − Respect for Diversity and Equal − Portfolio selection based on ESG documents and certificates Opportunities criteria − In-person meetings with Financial Institutions − Attracting women to the representatives of financial − Ensuring human rights in the technology sector institutions to review the financing workplace − Measures for the protection of needs of the Company and its − Protection of personal data for personal data investments employees, customers, and partners − Effective risk management − The Company's response to local and wider community issues − Promoting employment by hiring − Social Contribution − Through the Group’s workers from local communities − Recruitment of employees from the communication channels Local Communities local community − Prioritizing the purchase of − Through in-person meetings and products and services from local − Selection of local suppliers (BARBA correspondence suppliers, where possible STATHIS) − Protecting and preserving the natural environment. − Participating in humanitarian events and exploring ways to support the community − Through the Company’s − Developing and implementing the − Supporting NGO initiatives aimed communication channels “BARBA STATHIS: We Do Good!” NGOs at environmental protection and − Through in-person meetings and Corporate Social Responsibility social well-being. correspondence program − Implementing the "BARBA STATHIS: Together We Do Good!" Employee Volunteer Program − Participating in research programs and scientific studies − Providing scholarships to support academic advancement and − Connecting with the labor market through internships and the research creation of career opportunities. − Organizing seminars and − Meetings with Company − Providing support for educational workshops aimed at sharing representatives Academic Community and research initiatives knowledge and strengthening the − Press releases, announcements scientific community − Providing access to data and − Scientific conferences, workshops, information to support academic − Collaborating with universities to public lectures analyses conduct studies, such as studies on social and economic impacts. − Promoting sustainable, innovative, − Participating in research programs. and scientifically grounded methods and practices. − Ensuring accurate and timely communication − Press Conferences − Providing information about the − Consumer awareness campaigns Company's products − Regular distribution of press − Press Releases, Publications, and Media − Providing information about the releases and updates regarding Announcements Company's strategy and initiatives important events and corporate − Meetings with media news − Ensuring the Company's representatives responsible operations with regard to the environment and people Annual Financial Report | January -December 2025 70 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report Detailed relevant information on communication with stakeholders is included in the respective sections of this Report. Management of impacts, risks and opportunities Description of the processes for identifying and assessing material impacts, risks and opportunities In 2024, the Group proceeded for the first time with the systematic application of the Double Materiality Assessment (DMA), in alignment with the ESRS standards. The objective of the process was the evidence-based identification and assessment of the material impacts, risks, and opportunities (IROs) arising from the Group's activities, business model, and value chain. During the 2025 reporting period, the DMA process was reviewed and updated to enhance its accuracy and relevance. The review includes the integration of additional data sources, the review of stakeholder engagement approaches, and the further integration of the assessment within the Group's strategic and operational planning framework. The designed DMA approach comprehensively captures both: the actual and potential impacts of the Group on the Environment and Society (impact materiality), as well as the risks and opportunities arising from sustainability matters that may affect its financial performance, operational efficiency, and long-term resilience (financial materiality). The Double Materiality Assessment (DMA) of the Group was implemented by combining quantitative and qualitative analysis, utilizing specialized tools, and ensuring the systematic participation of executives and experts. This participatory process contributed to a substantive understanding of sustainability matters and the clear identification of material impacts, risks, and opportunities for the Group. This approach allows for the targeted prioritization of issues, the effective allocation of resources, and the formulation of appropriate actions, measurable targets, and monitoring programs. As a result, the DMA serves as a fundamental tool supporting decision-making and enhancing transparency, contributing to the Group's long- term sustainable development. Methodological Stages of the Double Materiality Assessment (DMA) Process The Double Materiality Assessment process was implemented in four distinct and interrelated stages, according to ESRS requirements: 1. Understanding the business model and value chain The Group examined both its internal and external environment, with an emphasis on its operations, products, services, value chain (upstream and downstream), markets, and customer categories. Inputs from stakeholders, expert analyses, and data from the Group's own operations were integrated to ensure a comprehensive understanding of actual and/or potential impacts, risks, and opportunities. 2. Identification of impacts, risks, and opportunities (IROs) In the next stage, a list of actual and potential impacts, risks, and opportunities related to sustainability matters was compiled. The identification took into account the nature and multi-sectoral structure of the Group's activities, covering its entire business footprint, including cybersecurity and IT services, distribution of technological equipment, retail activities in apparel, footwear, and cosmetics, food processing and distribution, as well as critical issues of information security, data protection, quality, and product and consumer safety. The process was based on the principle of Double Materiality, examining, on one hand, the Group's impacts on the environment and society and, on the other hand, the potential financial effects of relevant matters on its operational and financial performance. Annual Financial Report | January -December 2025 71 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report 3. Assessment and prioritization of impacts, risks, and opportunities In the third stage, the impacts, risks, and opportunities were assessed and prioritized based on clearly defined materiality criteria: Impact Assessment - Impact Materiality The Group proceeded with an assessment of the materiality of impacts to identify critical environmental and social issues concerning its value chain. The analysis covered direct and indirect impacts arising from activities, partners and local communities, using operational data from subsidiaries, external sources and best practices from the sectors in which they operate. For impact materiality, impacts were assessed based on their severity and probability, taking into account factors such as scale, scope, and irremediable character, as well as the likelihood of occurrence. Based on these, materiality thresholds were established to facilitate prioritization and the planning of sustainability actions. The Group maintains an ongoing dialogue with stakeholders, leveraging feedback to update and improve the assessment of material ESG issues. Risk and Opportunity Assessment - Financial Materiality The Group assessed the financial risks and opportunities related to sustainability by examining its operations, the market environment, and its value chain. Particular attention was paid to factors such as regulatory changes, stakeholder requirements, and environmental pressures that may affect financial figures. The assessment was based on the likelihood of occurrence and the magnitude of financial effects, using a standardized scale to facilitate prioritization and the integration of risks into strategic planning. Risks and opportunities were assessed regarding their likelihood of occurrence, magnitude, and the nature of their potential financial impact, including effects on operating costs, business continuity, regulatory and legal obligations, customer trust, and the Group's reputation. Integration of sustainability risks into risk management and strategy Within the context of sustainable development, the Group integrates environmental, social and economic impacts, as well as related risks and opportunities, into its business model and overall strategy. The Group, with activities in specialised retail, technology and food distribution, faces challenges arising from climate change, increasing regulatory requirements, human rights issues and the need to enhance transparency in governance. For this purpose, it systematically incorporates the management of relevant risks and impacts into its investment and strategic decisions, through appropriate policies and assessment tools. At the same time, the Group recognizes emerging opportunities, such as the development of cybersecurity services, the diversification of its portfolio through sustainable investments and the enhancement of resilience through responsible labour practices. Similarly, the Group’s key dependencies have been assessed, the analysis of which contributes to the understanding of the factors affecting its sustainability and operational activity. Based on its individual activities and the ESG framework, the main categories of dependencies have been identified, which are linked to material risks, opportunities and impacts. Annual Financial Report | January -December 2025 72 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report Dependency Description Link to Impacts, Risks and Opportunities (IROs) Category Energy supplies, material resources, The Group's operation depends on a stable supply of energy and infrastructure. Price Infrastructure and technological infrastructure, and fluctuations, dependency on providers, and extreme weather events may affect costs Resources logistics. and business continuity. Partnerships with domestic The value chain depends on supplier compliance. Deviations from specifications may Agri-food Segment producers, sustainable agriculture, lead to the termination of partnerships and supply disruptions. and the supply chain. IT services, cybersecurity, cloud Technology and Digital Dependency on digital systems increases exposure to cyber risks and data protection computing, and digital Services issues, while simultaneously supporting the development of new services. transformation. Multi-channel distribution, Operations are based on reliable partnerships. Failure to meet specifications can Retail partnerships with international affect product availability and commercial relationships. brands, and sustainable logistics. Management and specialized Performance depends on the workforce; enhancing diversity contributes positively to Workforce personnel. reputation and operational effectiveness. Financing and Access to capital, relationships with The integration of ESG criteria influences risk management and access to finance, Investors financial institutions. strengthening long-term sustainability. Regulatory Legislation, ESG standards, tax, and Compliance with regulations affects costs and operations, while non-compliance can Environment environmental regulations. lead to sanctions and reputational impacts. Security and Protection of physical and digital Lack of adequate measures or business continuity plans may lead to operational Cybersecurity infrastructure. interruptions and loss of trust. Energy supplies, material resources, The Group's operation depends on a stable supply of energy and infrastructure. Price Infrastructure and technological infrastructure, and fluctuations, dependency on providers, and extreme weather events may affect costs Resources logistics. and business continuity. Partnerships with domestic The value chain depends on supplier compliance. Deviations from specifications may Agri-food Segment producers, sustainable agriculture, lead to the termination of partnerships and supply disruptions. and the supply chain. 4. Selection and Validation of Material Issues The results of the assessment were used for the final selection and prioritisation of the material topics incorporated in the Group’s Sustainability Report. The selection was based on clear, consistent and documented criteria, with the aim of ensuring that the identified topics reflect the material impacts on the Group’s business model, as well as on the environment and society. The process included the comparison of scores against predefined thresholds, based on which the topics that exceeded them were characterised as material. Particular emphasis was placed on impacts related to cybersecurity and IT services, distribution of technological equipment, retail activities, food processing and distribution, as well as holding and investment activities. Material issues considered included information security, product quality and safety, consumer and data protection, supply chain resilience, and regulatory compliance. Furthermore, matters affecting the Company’s strategy and its ability to respond to sustainability challenges are assessed. Decision-making Process, Internal Controls, and Integration of Opportunities The Double Materiality Assessment has been integrated into the Group’s strategy and risk management framework, supporting the timely identification and integration of material ESG issues into operational planning, with the participation of executives from Group companies. Within this context, the Group applies an integrated approach to the management of risks and opportunities, systematically incorporating relevant sustainability assessments into its strategic and operational design. For further information, please refer to the disclosure “Risk Management and Internal Control Processes related to Sustainability Reporting”. Information regarding the management of impacts, risks, and opportunities is available in the relevant sections of this Report. Material Impacts, Risks, and Opportunities The main impacts, risks and opportunities of IDEAL Holdings, as well as their interaction with its strategy and business model, are analyzed in the respective Sections of the Report. The material sustainability topics that have Annual Financial Report | January -December 2025 73 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report been identified are analyzed in the individual chapters of this Report, where the relevant policies and procedures, targets, implemented actions, as well as the key quantitative data associated with them, are presented. Material Impacts on People and the Environment from Group operations The table below provides a summary of the material impacts identified in the context of the Group’s Materiality Assessment, along with their respective descriptions and the points at which they occur along the value chain (upstream activities, own operations, downstream activities). The presentation relates to the Group as a whole and includes, where applicable, specific issues, risks or opportunities associated with its subsidiaries. Impacts Type of Impact, Time ESRS Sustainability Description Horizon & Value Issues Chain ESRS E1 Climate Change Actual Positive E1.1 Climate change Strengthening the resilience of the supply chain and ensuring seamless consumer access to ←●→ adaptation BARBA STATHIS products by shielding operations against extreme weather events. <5 years Actual Negative E1.2 Climate change Greenhouse Gas (GHG) emissions arising from the operations and the value chain of the ←●→ mitigation Group’s subsidiaries. >5 years Actual Negative Increased energy consumption at Group facilities and across the wider value chain, leading to E1.3 Energy ←●→ significant indirect emissions. >5 years ESRS E5 Circular Economy Actual Negative Waste generation during the Group’s operations and the disposal of its products has a negative E5.3 Waste ←●→ impact on the environment. >5 years ESRS S1 Own Workforce The management of health and safety issues is a critical factor for the smooth operation of the Potential Negative S1.1 Working conditions Group and the protection of employees. Inadequate health and safety measures may lead to ● employee accidents. >5 years The development of employee skills and the Company's competitiveness is achieved through Actual Positive S1.2 Equal treatment and systematic training and skill development, particularly in soft and digital skills; furthermore, the ● opportunities for all competitiveness, efficiency, and quality of the Group's services are enhanced, especially <5 years amidst digital transformation. Integrating more talent enhances performance and responsiveness to technological Actual Positive S1.2 Equal treatment and developments. ● opportunities for all Increased diversity leads to more comprehensive decision-making thanks to diverse experiences. <5 years Respect for human rights strengthens cohesion and increases employee engagement. ESRS S2 Workers in the Value Chain Health and safety management is a critical factor for the smooth operation of the Group and the Potential Negative S2. 1 Working conditions protection of workers in the value chain. Inadequate health and safety measures may lead to ←●→ accidents involving workers within the value chain. >5 years ESRS S4 Consumers and End-users S4.2 Personal safety of Actual Positive consumers and/or end- Ensuring consumer health and safety through the implementation of certified systems. → users >5 years ESRS G1 Business Conduct Actual Positive Establishing a compliant and ethical corporate culture strengthens the trust of stakeholders and G1.1 Corporate culture ←●→ Group employees. <5 years ← Upstream, ● Own operations, → Downstream Material Risks and Opportunities from Group Operations The following table summarizes the key Risks (R) and Opportunities (O) identified through the Group’s Materiality Assessment, along with relevant descriptions and their specific points of occurrence within the value chain (upstream operations, own operations, downstream operations). The table pertains to the Group as a whole, including specific matters (risks or opportunities) related to its subsidiaries. Annual Financial Report | January -December 2025 74 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report Risks and Opportunities Category, Time ESRS Description Horizon & Value Sustainability Issues Chain ESRS E1 Climate Change (Risks and opportunities related to climate change are further analyzed in Section E1 Climate Change) Risk Physical risks that may affect the Group’s facilities, operational activities and the availability of ←●→ raw materials (e.g. prolonged heatwaves, floods). >2 years Risk Transition risks related to the tightening of the regulatory framework on GHG emissions, E1.1 Climate change ←●→ increases in the prices of imported products and rising energy costs. adaptation >5 years Opportunities related to the provision of innovative software technology solutions that Opportunity contribute to reducing resource consumption, as well as opportunities related to investments in ←●→ companies that implement sustainability practices. In addition, the adoption of sustainability > 2 years practices contributes to strengthening the Group’s corporate image and competitive position. ESRS S1 Own Workforce Risk Financial liabilities to cover medical expenses and reputational risks arising from workplace S1.1 Working conditions ● accidents and related health incidents. (Specific to BARBA STATHIS). <5 years Workforce specialization constitutes a critical success factor; however, the difficulty in Risk attracting and retaining talented professionals poses a material risk. Competition for highly ● technologically skilled professionals is intense. This could impact operational continuity, S1.2 Equal treatment and <5 years efficiency, and the ability to implement complex projects. opportunities for all Risk Reputational impacts due to failure to manage incidents of discrimination and/or harassment ● and violence in the workplace (Specific to BARBA STATHIS). <5 years ESRS S2 Workers in the Value Chain Risk Working conditions and human resource practices of suppliers affect the uninterrupted S2. 1 Working conditions ←● operation of the supply chain (Specific to BARBA STATHIS). <5 years ESRS S4 Consumers and End-users S4.1 Information-related Risk Non-compliance with data protection legislation (e.g., GDPR) carries the risk of fines, impacts for consumers ●→ operational interruptions, and loss of trust from customers and partners. and/or end-users >1 year S4. 2 Personal safety of Opportunity Enhancing corporate reputation and increasing customer trust and preference through consumers and/or end- ●→ proactive compliance with food safety regulations and standards (Specific to BARBA STATHIS). users >5 years ESRS G1 Business Conduct Risk Lack of strict measures or policies and controls against bribery may lead to fines, legal Corruption and Bribery ● repercussions, and reputational damage. <5 years Absence of business continuity plans increases the risk of interruptions from unforeseen events Risk Company-Specific: (man-made disasters-external factors). The lack of structured processes in operations affects ● Business Continuity the time and efficiency required to complete services or projects. This results in increased <5 years operational and financial risks. Risk Company-Specific: Digital Increased dependence on digital systems is accompanied by higher risks of cyberattacks and ● Transformation data loss, resulting in reduced customer trust and loyalty. <5 years ← Upstream, ● Own operations, → Downstream Information regarding the interaction of impacts, risks and opportunities with the Group’s strategy and business model is provided in the relevant sections of this Report. Topics E2, E3, E4 and S3 were reassessed and evaluated as non-material, either based on the aforementioned threshold approach or due to their limited relevance to the Company’s business model, the activities of the 2025 financial year and the sectors in which the Group operates. Impacts on the Environment and People The Group’s activities and business relationships are associated with material actual and potential impacts on people and the environment, as well as with risks and opportunities that interact with its strategy, business model Annual Financial Report | January -December 2025 75 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report and value chain. These impacts, risks and opportunities arise both from the Group’s own operations and from its relationships with business partners, including upstream and downstream value chain activities. At the environmental level, material impacts mainly relate to energy and natural resource consumption, waste management and emissions associated with the activities of the Group’s subsidiaries, particularly in the IT, retail and food sectors, as well as to indirect impacts arising from the supply chain. At the social level, material impacts and related risks and opportunities include, among others, occupational health and safety, equality and transparency in the workplace, customer experience and relationships with local communities in which the Group’s subsidiaries operate. The Group integrates the assessment of sustainability matters and ESG parameters throughout the entire investment cycle and applies a relevant governance structure for the oversight and management of sustainability- related risks and opportunities. At the same time, it promotes the integration of relevant policies and practices across its subsidiaries, as well as the training and awareness of its workforce on sustainability matters. The gradual adoption of solutions related to renewable energy sources and sustainable technologies further strengthens the Group’s commitment to long-term sustainable development and operational resilience. Negative impacts and related risks, particularly those associated with increasing energy costs or workplace- related issues, are addressed through targeted actions, monitoring procedures and management mechanisms. Correspondingly, positive impacts and related opportunities include, among others, job creation and retention, skills development and contribution to sustainable economic activity. The above impacts, risks and opportunities are taken into account in the Group’s risk management processes and strategic planning, with the aim of enhancing its ability to respond effectively to an ever-evolving business, regulatory and social environment. Impacts from activities and business relationships Environmental, social and governance-related impacts associated with the Group’s activities and business relationships may affect its financial performance, operating costs and cash flows. The strengthening of regulatory requirements in areas such as sustainability, cybersecurity and corporate governance may require the allocation of additional resources for compliance purposes, while any deviations may lead to legal, operational and or reputational impacts. At the same time, relationships with suppliers, technology partners and customers throughout the value chain affect issues such as energy consumption, data protection, quality of services provided and labour practices, with potential impacts on revenue stability and overall operational performance. Within the context of its strategy, the Group invests in digital infrastructure, energy efficiency and the strengthening of corporate governance, aiming to improve operational effectiveness and its long-term resilience. These matters are integrated into risk management processes and are systematically monitored. Changes in IROs compared to the previous reporting period In 2024, the Group had identified impacts, risks and opportunities (IROs), which were reassessed in 2025, with the aim of achieving a more comprehensive and accurate reflection of the materiality of the relevant topics. For the 2025 reporting year, the company BARBA STATHIS SINGLE MEMBER S.A. was included in the scope of the assessment, as a result of which the respective IROs associated with its activities were also taken into consideration. This expansion contributed to the further identification of material topics, particularly within the thematic areas ESRS S2 - Workers in the value chain and ESRS S4 - Consumers and end users. Annual Financial Report | January -December 2025 76 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report EU Taxonomy Disclosures EU Taxonomy The EU Taxonomy is the European Union's classification system for activities through which, under certain conditions, they can be considered environmentally sustainable or activities that facilitate the transition to sustainability. Within the Taxonomy legislative framework, companies and organizations are enabled to attract investment to further expand their sustainable activities and evolve them, provided they meet specific criteria. The Taxonomy Regulation ((EU) 2020/852) establishes the criteria for assessing the sustainability of certain economic activities. In order to achieve the sustainability of the economy, the Taxonomy framework has set out six (6) environmental objectives, as listed below: • Climate Change Mitigation - CCM • Climate Change Adaptation - CCA • The sustainable use and protection of Water and Marine Resources - WTR • The transition to a Circular Economy - CE • Pollution Prevention and Control - PPC • The protection and restoration of Biodiversity and ecosystems - BIO. The Delegated Acts adopted in supplementation of the Taxonomy Regulation specify Technical Screening Criteria which must be met to demonstrate Taxonomy alignment. At the time of publication of this report, Taxonomy- eligible activities are described in two (2) currently applicable Delegated Regulations. In 2021, the European Commission adopted the first Delegated Regulation (EU) 2021/2139, which presented activities and technical screening criteria for making a substantial contribution to the achievement of objectives 1-2, including Do No Significant Harm ("DNSH") criteria for the remaining objectives. Furthermore, in 2023, the second Delegated Regulation (EU) 2023/2486 was adopted and published regarding activities that contribute substantially to objectives 3-6. The achievement of one or more of the aforementioned objectives renders an economic activity environmentally sustainable, transitional, or enabling, depending on the classification of activities according to their alignment with the Taxonomy framework. Specifically, a sustainable activity can be carried out in a sustainable manner, a transitional activity can support the transition to a sustainable economic model, while an enabling activity can enable other activities to be carried out in a sustainable manner. In order for an activity to be considered aligned with the EU Taxonomy, it must cumulatively meet all of the following criteria: • Substantially contribute to one or more of the environmental objectives set out in the Regulation; • Do no significant harm to any of the environmental objectives set out in the Regulation; • Be carried out in compliance with the minimum safeguards laid down in the Regulation; and • Comply with the technical screening criteria established by the Commission for each economic activity regarding the achievement of the environmental objectives of the Regulation. The provisions of the Taxonomy framework in force at the time of publication of this report require companies within its scope to disclose the amount and proportion of activities that are Taxonomy-eligible, non-eligible, and Taxonomy-aligned with all the aforementioned objectives as part of their total turnover, capital expenditure (CapEx), and operating expenditure (OpEx), and to conduct relevant alignment assessments for these activities. All quantitative information is accompanied by certain qualitative information for all objectives (1-6). The Group applied Regulation (EU) 2020/852, as supplemented by Commission Delegated Regulations (EU) 2021/2139, (EU) 2021/2178, (EU) 2023/2485, and (EU) 2023/2486, to identify eligible activities. Furthermore, the European Commission introduced the "Omnibus" legislative package, which includes a set of proposals aimed at simplifying existing EU Regulations and enhancing the competitiveness of the European economy. This package is designed to streamline administrative processes, reduce unnecessary burdens, and Annual Financial Report | January -December 2025 77 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report facilitate businesses in navigating complex regulatory frameworks, including sustainability reporting requirements under the EU Taxonomy. Following the conclusion of the scrutiny period by the European Parliament and the Council, the new Delegated Regulation (EU) 2026/73 was published in the Official Journal of the European Union, amending Delegated Regulations (EU) 2021/2178, (EU) 2021/2139, and (EU) 2023/2486. This act reflects the Commission's commitment to updating and improving the Taxonomy framework, ensuring it remains fit for purpose in light of evolving market practices and the objectives of the Omnibus simplification package. Under the provisions of Regulation (EU) 2026/73, the Group adopted the simplified approach for defining the scope of the indicators, focusing on activities that exceed the established materiality threshold. Alignment with the relevant criteria is continuously monitored; relevant data is published on an annual basis and included in the Sustainability Statement of the annual financial statements. As part of the Taxonomy disclosure process, the Group publishes in the following section the Key Performance Indicators related to its economic activities for the financial year 2025. Eligibility and Materiality Assessment of Group Activities The identification of the Group's economic activities that are Taxonomy-eligible was conducted by mapping business operations against the activity descriptions as defined in Delegated Regulations (EU) 2021/2139 and (EU) 2023/2486. During this process, the classification of the Group entities' primary NACE codes was used as the primary assessment filter, which was further enriched by recording individual actions identified by the relevant Group executives. In consistency with the simplification measures introduced by Delegated Regulation (EU) 2026/73, a quantitative materiality threshold of 10% per Key Performance Indicator (KPI) was applied for the 2025 financial year. The assessment focused on activities contributing to 90% of the consolidated figures (Turnover, Capital Expenditure, Operating Expenditure), while activities falling below the cumulative threshold of 10% were deemed non-material and excluded from the detailed assessment, thereby ensuring the principle of proportionality. Based on the above, it was determined that the primary activities of the companies ATTICA DEPARTMENT STORES S.A., BARBA STATHIS S.A., HALVATZIS MAKEDONIKI S.A., UNCLE STATIS EOOD, IDEAL HOLDINGS S.A., KT GOLDEN RETAIL VENTURE LTD, and S.I.C.C. HOLDING LIMITED are not included in the Taxonomy-eligible activities. Certain eligible activities, such as the services provided by BlueStream (CCM 8.1), as well as individual investments by BARBA STATHIS and HALVATZIS related to energy efficiency and resource management (indicatively: CCM 7.5, CCM 7.3, WTR 1.1, and CCM 3.3), were assessed as non-material at the Group level. This classification is based on the aforementioned materiality thresholds, while ensuring their appropriate representation in the EU Taxonomy KPI table. The Taxonomy-eligible activities identified within the Group are as follows: CCA 8.2. - Computer programming, consultancy and related activities Taxonomy Activity Description: The activity includes providing expertise in the field of information technologies: writing, modifying, testing and supporting software; planning and designing computer systems that integrate computer hardware, software and communication technologies; on-site management and operation of clients' computer systems and/or data processing facilities; and other professional and technical computer-related activities. Description of IDEAL Group Eligible Activity: The activities of the Group's subsidiaries in the Information Technology sector constitute a comprehensive ecosystem of technological solutions. Specifically, BYTE implements complex systems integration projects and Annual Financial Report | January -December 2025 78 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report develops enterprise software. At the same time, through ADACOM (Greece and Cyprus), the Group offers critical Cybersecurity and Trust Services. Finally, IDEAL Software Solutions provides data center management services, ensuring digital resilience and the full transformation of their clients' business processes. Alignment Assessment based on Technical Screening Criteria and Minimum Safeguards Substantial Contribution Criteria Although the Group has identified its eligible activities, the detailed assessment of compliance with the Technical Screening Criteria for Substantial Contribution could not be completed for the current fiscal year. Specifically, for the eligible activity "CCA 8.2. - Computer programming, consultancy and related activities", documentation is required for the implementation of adaptation solutions derived from a Climate Risk and Vulnerability Assessment (CRVA). Given that the Group has not completed the aforementioned assessment, the fulfillment of the relevant criteria for substantial contribution to the environmental objective of Climate Change Adaptation cannot be substantiated for the current reporting period . Consequently, this activity remains eligible but non-aligned for the current reporting period, while the Group plans to develop the necessary methodologies and supporting documentation to facilitate a future alignment assessment. Do No Significant Harm (DNSH) and Minimum Safeguards It is noted that, according to the technical screening criteria of Delegated Regulation (EU) 2021/2139 for activity CCA 8.2, the DNSH criteria for the remaining environmental objectives are defined as Not Applicable (N/A). Consequently, the assessment of the activity is limited exclusively to the Substantial Contribution and Minimum Safeguards criteria. The importance of the Minimum Safeguards framework is recognized, which is based on internationally recognized principles such as the OECD Guidelines for Multinational Enterprises, the UN Guiding Principles on Business and Human Rights, the Declaration of the International Labour Organization (ILO), and the International Bill of Human Rights. According to the Final Report of the Platform on Sustainable Finance on Minimum Safeguards, the areas covered include human rights (including labor rights), anti-corruption and bribery, taxation, and fair competition. The management and adherence to these principles are carried out through the Group's broader corporate governance policies and internal controls. For the 2025 financial year, existing safeguards were utilized to verify that no material breaches occurred in the aforementioned areas. Qualitative information Accounting policy The figures presented in this report have been calculated and are disclosed in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), as well as their interpretations as issued by the IFRS Interpretations Committee (IFRIC) of the IASB. Their determination requires the use of accounting estimates and management judgment in the application of the Group's accounting policies. Significant assumptions made by Management for the application of the Company's accounting methods have been highlighted where appropriate. To avoid double-counting when calculating the numerator of the Key Performance Indicators (KPIs) related to Turnover, Capital Expenditure (CapEx), and Operating Expenditure (OpEx), all necessary eliminations of intra- group transactions have been performed. In cases where Group activities contribute substantially to more than one environmental objective, the corresponding KPIs are allocated to a single objective. This report presents the percentages of annual turnover from sales of products and services, capital expenditure (CapEx), and operating expenditure (OpEx) corresponding to the Group's economic activities deemed non-eligible, Annual Financial Report | January -December 2025 79 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report Taxonomy-eligible, or Taxonomy-aligned for EU Taxonomy purposes, based on the description of these activities and taking into account the relevant NACE activity codes, as well as the related technical screening criteria as set out in Delegated Regulations (EU) 2021/2139, (EU) 2023/2486, and (EU) 2022/1214. The Group's economic activities were examined and ultimately included or excluded both in terms of eligibility and in terms of alignment with the technical screening criteria provided for in the relevant delegated regulations. This examination is presented in detail for each aligned activity, while any activities that did not meet one or more of the technical criteria are included only as eligible. Taking the above into account, the following financial information of the Group was used to calculate the KPIs: KPI for Turnover % The numerator includes the part of the net turnover derived from products or services associated with Taxonomy- eligible or Taxonomy-aligned economic activities for eligible turnover and aligned turnover respectively, excluding the use of products or services for own needs or intra-group sales. The denominator is the Group's net turnover. Turnover covers revenue recognized in accordance with International Accounting Standard (IAS) 1, paragraph 82, point (a), as adopted by Commission Regulation (EC) No 1126/2008. The Group's total turnover is presented in Note "23. Revenue" (arising from the net sales of merchandise, products and from the provision of services aftersales discounts). KPI for Capital Expenditure (CapEx) % The numerator consists of the total additions to tangible and intangible assets during the financial year considered before depreciation and any re-measurements, including those resulting from revaluations and impairments for the reporting year and excluding changes in fair value. The denominator consists of the total additions to tangible and intangible assets during the reporting year before depreciation and any re-measurements, including those resulting from revaluations and impairments for the relevant financial year. Leases that do not lead to the recognition of a right-of-use asset are not accounted for as capital expenditure. The denominator also covers additions to tangible and intangible assets resulting from business combinations. Capital expenditure relates to costs accounted for based on: • IAS 16 Property, Plant and Equipment; • IAS 38 Intangible Assets; • IAS 40 Investment Property; • IFRS 16 Leases. The Group's totals regarding the aforementioned additions appear in the line "Additions" (or "Additions for the period") in Notes "5. Property, plant and equipment", "6. Intangible assets", and "7.1. Right-of-use assets" to the Financial Statements. KPI for Operating Expenditure (OpEx) % The numerator includes direct non-capitalized costs related to the maintenance of property, plant, and equipment (PPE) and direct non-capitalized costs representing research and development (R&D), carried out by the undertaking and/or by a third party, aimed at ensuring the continued and effective functioning of economic activities that are Taxonomy-eligible or Taxonomy-aligned. The denominator covers direct non-capitalized costs related to the day-to-day maintenance of PPE, whether by the undertaking or a third party to whom activities are outsourced, which are necessary to ensure the continued and effective functioning of these assets. These costs may relate to research and development, building renovation measures, short-term leases, maintenance, and repair. Annual Financial Report | January -December 2025 80 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report The information presented in this Report complies with the requirements of the Taxonomy Regulation and the relevant Delegated Regulations issued up to the time of this publication. The relevant guidelines allow for a certain margin of interpretation and are continuously adapted to the needs of the process. Taking these factors into account, IDEAL pays close attention to relevant developments and adjusts its approach accordingly in terms of assumptions and applicable methodology. EU Taxonomy KPIs Financial year 2025 Allocation of taxonomy-aligned activities according to environmental objectives -aligned activities -significant -aligned activities in KPIs Total (2024) (2024) CCM CCA WTR CE PPC BIO financial year aligned activities in the previous - the previous financial year considered non Taxonomy aligned activities Percentage of enabling activities Percentage of transitional activities Activities that are not evaluated and are axonomy Percentage of taxonomy eligible activities Percentage of taxonomy Τ Percentage of taxonomy(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) (15) (16) Text € % € % % % % % % % % % % € % Turnover 481,266,791 10% - 0% 0% 0% 0% 0% 0% 0% 0% 0% 3% - 0% CapEx 24,504,407 5% - 0% 0% 0% 0% 0% 0% 0% 0% 0% 1% - 0% OpEx 1,441,589 15% - 0% 0% 0% 0% 0% 0% 0% 0% 0% 2% - 0% Annual Financial Report | January -December 2025 81 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report Turnover KPI Table Turnover Financial year 2025 -aligned -eligible Environmental objective of taxonomy- aligned activities Economic activities Code turnover) activities turnover] -aligned activities in taxonomy-eligible Enabling activity Transitional activity CCM CCA WTR CE PPC BIO aligned Turnover (monetary value of turnover) -eligible turnover (Percentage of taxonomy aligned Turnover [Percentage of taxonomy--Taxonomy Taxonomy Taxonomy Percentage of taxonomy(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) (Ε as (Τ as Text - % € % % % % % % % % appropriate) appropriate) Computer programming, consulting, CCA 8.2 10% 0 0% 0% 0% 0% 0% 0% 0% - - 0% and related activities Total alignment per objective - 0% 0% 0% 0% 0% 0% Total turnover - 10% 0 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% Annual Financial Report | January -December 2025 82 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report CapEx KPI Table CapEx Financial year 2025 Environmental objective of taxonomy- aligned activities -aligned CapEx] Economic activities Code activities - aligned activities in taxonomy-eligible Enabling activity Transitional activity aligned CapEx (monetary value of CapEx) CCM CCA WTR CE PPC BIO aligned CapEx [Percentage of taxonomy-eligible CapEx (Percentage of taxonomy-eligible CapEx) -Taxonomy-Percentage of taxonomy Taxonomy Taxonomy(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) (Ε as (Τ as Text - % € % % % % % % % % appropriate) appropriate) Computer programming, consulting, CCA 8.2 5% 0 0% 0% 0% 0% 0% 0% 0% - - 0% and related activities Total alignment per objective - 0% 0% 0% 0% 0% 0% Total CapEx - 5% 0 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% Annual Financial Report | January -December 2025 83 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report OpEx KPIs Table OpEx Financial year 2025 Environmental objective of taxonomy- aligned activities -aligned OpEx] Economic activities Code activities - aligned activities in taxonomy-eligible Enabling activity Transitional activity aligned OpEx (monetary value of OpEx) CCM CCA WTR CE PPC BIO aligned OpEx [Percentage of taxonomy-eligible OpEx (Percentage of taxonomy-eligible OpEx) -Taxonomy-Percentage of taxonomy Taxonomy Taxonomy(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) (Ε as (Τ as Text - % € % % % % % % % % appropriate) appropriate) Computer programming, consulting, CCA 8.2 15% 0 0% 0% 0% 0% 0% 0% 0% - - 0% and related activities Total alignment per objective - 0% 0% 0% 0% 0% 0% Total CapEx - 15% 0 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% Annual Financial Report | January -December 2025 84 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report ESRS E1 – Climate Change The Group’s approach For the 2025 reporting year, the Group, taking into account the results of the double materiality assessment, approaches the issue of climate change from both a mitigation and an adaptation perspective. This approach is linked to the gradual alignment of the business model and the activities of its subsidiaries with the Sustainable Development Policy and the ESG strategy of the Parent Company, aiming to promote responsible business practices and create long-term value for stakeholders. Within the framework of the Company’s Remuneration Policy, provision is made for the possibility of linking part of the variable remuneration of senior management and executive members of the Board of Directors with non-financial targets, which may relate, at a minimum of 25% of variable remuneration, to health and safety, environmental performance, corporate social responsibility and other ESG-related actions.However, during the current reporting period, no specific link has been established between variable remuneration and targets related to climate adaptation, climate change mitigation or the reduction of greenhouse gas emissions. ESRS Ε1 Climate change Subtopic Type IRO Description Enhancing supply chain resilience and ensuring uninterrupted Impact consumer access to BARBA STATHIS products by safeguarding (Actual / Positive) against extreme weather events. Physical risks that may affect the Group’s facilities, its operations, Risk and the availability of raw materials. Climate change adaptation Transition risks associated with the tightening of the regulatory Risk framework on GHG emissions, the rise in the prices of imported products, as well as the increase in energy costs. Opportunities relating to the provision of innovative software technology solutions that contribute to the reduction of resource Opportunity consumption, as well as opportunities relating to the enhancement of the Group’s corporate image and competitive position. Impact Greenhouse Gas (GHG) emissions arising from the operations and Climate change mitigation (Actual / Negative) the value chain of the Group’s subsidiaries. Impact Increased energy consumption at Group facilities and across the Energy (Actual / Negative) wider value chain, leading to significant indirect emissions. The negative impacts associated with the Group’s operations in relation to climate change primarily concern greenhouse gas emissions (hereinafter “GHG”), which result from energy consumption for operational needs, as well as from emissions related to its broader value chain. At the same time, the Group recognizes that some of its activities may be exposed to operational or financial risks arising from both transition and physical risks related to climate change. Severe weather events are identified as potential physical risks, as they may cause supply chain disruptions. At the same time, transition risks associated with the Group’s energy dependence, volatile energy costs, and the potential tightening of the regulatory framework regarding GHG emissions are assessed as significant. Consequently, the Group’s approach focuses on the implementation of environmental management policies and operational practices, while the adoption of more specialized strategic planning tools is being gradually 3 considered . 3 The Group will assess, in a subsequent period, the need to develop and implement a transition plan aligned with the achievement of climate neutrality by 2050 across all its activities. Annual Financial Report | January -December 2025 85 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report Climate Change Resilience Analysis Taking into account the challenges arising from climate change, the subsidiaries of IDEAL Holdings (excluding BARBA STATHIS) carried out an assessment of its business model's resilience to related risks and opportunities. As part of the analysis, all of its operations and facilities were examined, also taking into account its value chain with the exception of the company BARBA STATHIS, which was acquired in 2025. The assessment examined both chronic and acute physical risks, as well as transition risks and opportunities. Emphasis was placed on those identified as material to the Group’s operations, financial performance, and long- term sustainability. The key categories of physical and transition risks and opportunities examined are summarized below: Acute and chronic physical risks Transition risks and opportunities ■ Temperature ■ Political/legal issues ■ Water ■ Technology ■ Wind ■ Changes in the market ■ Solid matter ■ Reputation The assessment of physical risks was based on climate scenarios derived from the European Centre for Medium- Range Weather Forecasts (ECMWF), utilizing climate data from simulation ensembles based on the EURO- CORDEX 11 regional climate model framework. In parallel, for the analysis of transition risks and opportunities, scenarios from the Network for Greening the Financial System (NGFS) were used, through data analysis from models relating to the areas of operation of the companies assessed. Specifically, the scenarios examined- RCP 4 5 2.6, RCP 4.5 and RCP 8.5 , and their key assumptions regarding physical and transition risks are presented below . Scenario Emissions Temperature Physical risks Transition risks Low High A stricter regulatory framework, RCP2.6 Small increase in the frequency of extreme events, with localized and increased investment and – Low-Emissions Scenario ~1,5°C until 2100 mild impacts from heatwaves, operational requirements, rising heavy precipitation, and droughts, liquid fuel prices, and the adoption Net Zero and low pressure on infrastructure of renewable energy sources (RES) and natural resources. technologies. Medium RCP 4.5 Medium Moderate increase in the frequency – and intensity of extreme weather Continuation of existing social, Intermediate Scenario ~2,5-3 °C until 2100 Nationally events, with more frequent economic, and technological trends Determined disruptions to infrastructure and throughout the 21st century. Contributions natural resources availability. High Low RCP 8.5 More frequent and intense extreme Heavy reliance on fossil fuels, High Emissions Scenario – – weather events, increased > 3°C until 2100 energy-intensive growth, and the Hot House World Current physical/material damage, and absence of a substantive climate Policies mounting pressure on key natural policy. resources. 4 Where RCP refers to Representative Concentration Pathways. 5 Over the forthcoming periods, the Group will assess the extent to which the scenarios applied in the preparation of the Sustainability Report, as well as for the fulfilment of the ESRS requirements, may be integrated into the assumptions underpinning the financial statements. Annual Financial Report | January -December 2025 86 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report Time horizons are defined based on the lifecycle of assets, as well as the characteristics of the business model and operations of the companies assessed, taking into account the long-term and evolving nature of climate risks. In this context, the aforementioned scenarios were examined with reference to the following time horizons: • Short-term (0 – 1 years) • Medium-term (2 – 5 years) • Long-term (> 5 years – until 2050) For the assessment of the sensitivity of the business model and facilities, the following were carried out: • Sector analysis and literature review, aiming to identify risks and opportunities considered relevant to the companies assessed (subsidiaries of Ideal Holdings, excluding BARBA STATHIS). • Collection and analysis of financial data, in order to estimate the extent of potential financial impacts, including energy consumption, greenhouse gas emissions and fuel consumption. • Literature review regarding the activities and the type of facilities of the companies. The likelihood of exposure of facilities to climate change-related risks or opportunities was assessed through statistical analysis of the three aforementioned scenarios across short-term, medium-term and long-term horizons, based on the severity and duration of the changes. The estimation of the potential magnitude of financial impacts from physical and transition risks and opportunities was carried out by competent executives of the subsidiaries of Ideal Holdings (excluding BARBA STATHIS), through the evaluation of their effects on operational continuity, financial performance, employee health and safety, corporate reputation, as well as on the environment, society and culture. The final score of each risk and opportunity resulted from the product of the likelihood of occurrence and the magnitude of impact, with the results of the Resilience Analysis presented in the following tables. Physical Risks More intense in the Hot House World Scenario Results Title Description Short-term Medium-term Long-term Extreme heatwaves may affect the staff’s well-being and productivity, as prolonged exposure to high temperatures can hinder working conditions and reduce employee Extreme heatwaves performance. At the same time, extreme temperatures may affect the may affect the operation of facilities and IT infrastructure, Companies’ Very low Very low High increasing the likelihood of technical issues or power productivity and supply interruptions. These conditions may affect the operations. companies’ daily operations, potentially leading to temporary operational disruptions, product delivery delays, and reduced customer footfall. Extreme heatwaves may affect the staff’s well-being and productivity, as prolonged exposure to high temperatures can hinder working conditions and reduce employee Flooding may cause performance. At the same time, extreme temperatures damage and temporary may affect the operation of facilities and IT infrastructure, operational disruptions Medium High High increasing the likelihood of technical issues or power to the Companies’ supply interruptions. These conditions may affect the infrastructure. companies’ daily operations, potentially leading to temporary operational disruptions, product delivery delays, and reduced customer footfall. Annual Financial Report | January -December 2025 87 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report Transition risks More intense in the Net Zero Scenario Results Title Description Short-term Medium-term Long-term The tightening of the Further tightening of the regulatory framework for regulatory framework greenhouse gas emissions may create additional for greenhouse gas obligations for the companies. These obligations may emissions may include the strengthening of emission monitoring and increase compliance reporting processes, investments in new technologies, Low Medium Very high requirements, leading carbon pricing, the adjustment of internal policies and to additional systems, as well as the implementation of emission expenditures for the reduction measures, which may lead to an increase in companies. total expenditures. An increase in product prices, as a result of the The price increase of implementation of cross-border carbon pricing imported products may mechanisms or other policies, may incur additional costs increase the Group’s for the companies. These expenditures may arise from the Very low Medium High cost of sales, thereby imposition of additional fees or taxes on products affecting its imported from countries with less strict environmental profitability. standards. Such additional charges may increase product costs, negatively affecting the companies’ profitability. An increase or significant volatility in electricity prices Possible increase in could affect the companies’ operating costs. Since the companies’ energy electricity is a key operating resource for the operation of costs due to rising or High Medium Low facilities and IT systems, potential increases in its prices volatile electricity may lead to an increase in related expenses, affecting the prices. profitability of the specific Companies. Opportunities More intense in the Net Zero Scenario Results Title Description Short-term Medium-term Long-term Investments in companies that implement Investments by IDEAL Holdings in companies that sustainability implement sustainability practices or operate in the field practices or invest in of energy autonomy and Renewable Energy Sources energy autonomy and (RES), particularly under low-emission scenarios, may Medium Medium High renewable energy lead to increased demand for the Company’s services, as sources may well as to the development of new products, services and contribute to partnerships, thereby enhancing its profitability. enhancing the profitability of IDEAL Holdings. Strengthening demand for innovative software The increasing need of businesses for digital solutions that reduce transformation, aiming to improve operational efficiency, resource consumption energy performance and reduce resource consumption, creates growth enhances demand for specialised software solutions and High Very high Very high opportunities for services provided by the companies. This trend creates companies’ technology new growth opportunities and contributes to improving services, while their profitability. improving their profitability. The adoption of The adoption of sustainability practices, such as sustainability improving energy efficiency, utilising renewable energy practices and the sources and responsible resource and waste promotion of ESG management, can reduce the environmental footprint of Medium Medium High performance can companies’ activities. At the same time, highlighting ESG strengthen companies’ performance can strengthen their corporate image and corporate image and improve their competitive position in the market. competitive position. Based on the assessment results, the most significant risks and opportunities remain of low intensity in the short and medium term; however, they are estimated to intensify significantly in the long term. Physical risks pose the Annual Financial Report | January -December 2025 88 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report greatest exposure in the Hot-House World scenario, while transition risks and related opportunities are highlighted in the Net Zero scenario. In particular, the main physical risks relate to heatwaves and floods. As regards transition risks, these are associated with the tightening of the regulatory framework on emissions, the increase in prices of imported products due to cross-border carbon taxes, as well as rising energy costs. With regard to opportunities, investments in companies that implement sustainability practices or enhance energy autonomy, the increased demand for innovative software solutions that reduce resource consumption, as well as the adoption of sustainability practices and the promotion of companies’ ESG performance, can enhance profitability, competitiveness and reputation. IDEAL Holdings integrates the findings of the analysis into its business planning, strengthening its resilience to climate- related risks. Physical risks, such as extreme heatwave events, are addressed through the upgrading of facilities and measures to enhance operational preparedness. At the same time, transition risks are mitigated through compliance with the applicable regulatory framework and the adoption of sustainable practices. These include measures to improve energy efficiency, as well as investments in companies that implement sustainability strategies or promote energy autonomy and renewable energy sources (RES). The Company considers that, through its existing practices and ongoing initiatives, it ensures the long-term resilience of its business model, while maintaining its ability to adapt and respond effectively to evolving environmental, regulatory, technological and energy conditions, as well as to market changes. Policies Environmental Management Policy In line with its commitment to responsible environmental management, IDEAL Holdings has developed and implements an Environmental Management Policy within the framework of its Environmental Management 6 System, certified in accordance with ISO 14001:2015 . This Policy establishes the overall framework through which the Group seeks to limit its environmental footprint and ensure compliance with applicable environmental legislation. The Environmental Management Policy addresses environmental protection issues at a strategic level, with an emphasis on regulatory compliance, prevention of environmental impacts and continuous improvement of environmental performance, and does not constitute a standalone climate change transition policy or plan. The Policy sets out commitments for the identification and management of significant environmental aspects of the Parent Company’s activities, aiming at the continuous improvement of environmental performance and the prevention of pollution. In this context, the provision of the necessary resources is pursued to ensure that activities are carried out in an environmentally responsible manner, exceeding, where feasible, the minimum legal requirements. Responsibility for the implementation of the Environmental Management Policy lies with the Company’s Top Management (Board of Directors), which ensures that environmental parameters are integrated into the business decision-making process. The Environmental Management Policy constitutes an integral part of the Company’s broader policy framework and is reviewed on an annual basis to ensure its ongoing suitability, effectiveness, and alignment with regulatory developments and changing environmental requirements. The Environmental Management Policy is available to Company employees on the intranet. 6 The companies that have established an Environmental Policy and maintain an Environmental Management System certified in accordance with ISO 14001:2015 are the following: IDEAL Holdings, BYTE, ADACOM, IDEAL Software, Blue Stream, and BARBA STATHIS. Annual Financial Report | January -December 2025 89 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report Sustainable Development Policy The Company recognizes sustainable development as a fundamental factor for its long-term business success and the creation of value for all stakeholders. In this context, it is committed to operating responsibly, taking into account the economic, social, and environmental impacts of its operations and incorporating sustainability principles into its strategy and business model. The Sustainable Development Policy constitutes a specification of the principles described in the Company’s Rules of Procedure and defines the manner in which these are implemented in practice. This framework is aligned with the principles of corporate governance, sustainable development and social responsibility, incorporating practices that promote transparency, accountability and continuous improvement. The aim of the Sustainable Development Policy is to define the Company’s core principles and commitments regarding the environment, society, and governance (ESG), to define the strategic directions it follows, and support the integration of sustainability into its business activities. The Sustainable Development Policy is available on the Company’s official website: https://www.idealholdings.gr/el/viwsimh-anaptyxh/politiki-esg/ The Company’s Environmental, Social, and Governance (ESG) Strategy is based on three key pillars: Environmental responsibility, with an emphasis on improving energy efficiency, reducing waste, ensuring environmental compliance, and adopting practices that help reduce the environmental footprint of the Group’s activities. In this context, the promotion of circular economy and the use of renewable energy sources are encouraged, where feasible. Creating shared value through investments and initiatives with a positive social impact, with the aim of strengthening local communities and fostering sustainable and innovative business practices within portfolio companies. Responsible corporate governance, through the promotion of transparency, ethical business conduct, and compliance with ESG criteria, as well as the implementation of effective risk management and accountability mechanisms. For the implementation of its Sustainable Development Strategy (ESG), IDEAL Holdings develops internal control and reporting mechanisms, monitors progress through qualitative and quantitative ESG indicators and collaborates with its portfolio companies to enhance sustainable business practices. Targets and procedures are reviewed periodically, taking into account regulatory developments, best practices, and the shifting conditions of the business environment. IDEAL Holdings Management is responsible for the implementation of the Strategy. The Strategy is reviewed and revised when deemed necessary, particularly in the event of significant changes to the regulatory framework, business operations or the external environment in which the Company operates. IDEAL Holdings ESG Strategy is available on the Company's official website: https://www.idealholdings.gr/media/w5bdjj0e/ideal_holdings_esg-strategy_12-2023-en.pdf Climate Change Policy – BARBA STATHIS BARBA STATHIS has adopted a Climate Change and Greenhouse Gas Policy and is committed to systematically reducing its environmental footprint, promoting sustainable models of production and consumption, and actively contributing to the reduction of greenhouse gas emissions. The policy is aligned with the Paris Agreement, the UN Sustainable Development Goals, national and EU legislation, as well as the principles of the UN Global Compact. This policy defines the framework, commitments, and procedures implemented by BARBA STATHIS for climate change mitigation, adaptation, and energy efficiency. At the same time, the policy establishes the framework Annual Financial Report | January -December 2025 90 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report adopted by the company to reduce its environmental footprint resulting from its business operations through a long-term, responsible, and proactive approach. This environmental commitment is based on identifying climate change impacts, developing environmental management actions, and fostering environmental awareness within the company. The Senior Management of BARBA STATHIS is responsible for the approval of the policy. This policy applies to all BARBA STATHIS staff, including staff working on behalf of or for the company at all levels. In addition, it includes senior managers, executives, members of the Board of Directors, employees, consultants, contractors, trainees, seconded staff, temporary workers, and staff from employment agencies. Finally, the policy applies to third-party service providers, representatives, contractors/sponsors, or any other person associated with the company and its subsidiaries, wherever they may be located. The Policy is available on the company’s official website. Actions and Targets The Group continuously evaluates and implements measures aimed at improving energy efficiency and reducing indirect emissions to the extent possible. These actions include the procurement of electricity from renewable sources for specific Group companies, the installation of charging infrastructure for electric and hybrid vehicles, the gradual renewal of the vehicle fleet with lower-emission alternatives, as well as the upgrade of lighting and air conditioning systems with more energy-efficient solutions. The Group monitors CO₂ emissions using appropriate indicators and internal reporting procedures, in compliance with applicable legal requirements. Further improvement of energy management practices, as well as the adoption of quantitative GHG emission reduction targets at Group level, will be examined in future reporting periods. Through its participation in the Science Based Targets initiative (SBTi), BARBA STATHIS is committed to reducing greenhouse gas emissions in line with scientifically robust data and with national and EU emission reduction targets. The greenhouse gas emission reduction targets are scientifically substantiated and consistent with limiting global warming to 1,5 °C. Specifically, the company has set a target of reducing absolute Scope 1 and 2 greenhouse gas (GHG) emissions by 42% by 2030, using 2021 as the baseline year. At the same time, the company is committed to reducing absolute Scope 3 emissions from purchased goods and services, capital goods, as well as upstream transportation and distribution, by 25% over the same timeframe. The scope of the target includes emissions and excludes greenhouse gas removals, carbon credits, or emissions avoided as a means of achieving greenhouse gas emission reduction targets. Further information regarding this initiative can be found in specific corporate publications. Energy Consumption and GHG Emissions Metrics The Company monitors, collects, and records data regarding the total energy consumed by its subsidiaries, with the aim of accurately and reliably capturing its annual energy requirements at a consolidated level. Furthermore, the primary energy sources used to meet operational needs may result in different energy mixes among the Company’s subsidiaries due to their multi-sectoral nature and diversified activities. For the calculations regarding energy consumption as well as the calculations for GHG emissions in 2025, the companies Barba Stathis, Blue 7 Stream, and IDEAL Software Solutions have also been included . Due to the aforementioned significant changes in the Group's organizational boundaries, comparability of energy and GHG emissions indicators is not possible between the years 2024 and 2025. 7 It is noted that the Group’s presence in Bulgaria, through UNCLE STATIS EOOD, a subsidiary of BARBA STATHIS, is limited. As a result, the contribution of these activities, which employ two (2) individuals, is assessed as non-material and is therefore excluded from energy and emissions calculations on the grounds of immateriality to the Group’s overall energy footprint. Annual Financial Report | January -December 2025 91 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report The table below presents indicators for the Company’s energy mix, categorized by the most significant energy 8 sources . Energy consumption and energy mix Activities in sectors other Total Energy Activities in high- than high-impact climate Consumption impact climate sectors sectors Unit of Energy Consumption and energy mix Measurem 2025 2024 2025 2024 2025 2024 ent (1) Fuel consumption from coal and coal MWh 0 0 0 0 products (2) Fuel consumption from coal and petroleum MWh 12,547.02 1,137.6 12,060.45 465.58 products (3) Fuel consumption from natural gas MWh 6,725.41 128.41 6,725.41 128.41 (4) Fuel consumption from other fossil sources MWh 0 0 0 0 (5) Consumption of purchased or acquired electricity, heat, steam, or cooling from fossil MWh 16,436.61 10,064.62 16,247.27 9,914.76 sources (6) Total energy consumption from fossil MWh 35,709.04 11,330.64 35,033.13 10,508.76 675.91 821.87 sources Share of fossil sources in total energy % 66.43% 64.19% 66.37% 64.27% 70.03% 63.17% consumption (7) Consumption from nuclear source MWh 0 0 0 0 0 0 Share of consumption from nuclear sources in % 0% 0% 0% 0% 0% 0% total energy consumption (8) Fuel consumption for renewable sources, including biomass (also comprising industrial 0 0 0 0 0 0 and municipal waste of biologic origin, biogas, MWh renewable hydrogen, etc.) (9) Consumption of purchased or acquired electricity, heat, steam, and cooling from 13,393.86 6,320.78 13,104.55 5,841.65 289.30 479.14 MWh renewable sources (10) Consumption of self-generated non-fuel MWh 4,648.99 0 4,648.99 0 0 0 renewable energy (11) Total renewable energy consumption MWh 18,042.84 6,320.78 17,753.54 5,841.65 289.30 479.14 Share of renewable sources in total energy % 33.57% 35.81% 33.63% 35.73% 29.97% 36.83% consumption Total energy consumption MWh 53,751.88 17,651.42 52,786.67 16,350.41 965.21 1,301.01 Energy intensity MWh/mil. € 111.69 47.36 124.83 58.72 16.52 13.8 Unit of Energy Consumption Indicators 2025 2024 Measurement Net revenue from activities in high climate impact sectors € 422,853,506 278,438,651 Total energy consumption from activities in high climate impact sectors MWh 52,786.67 16,350.41 Total energy consumption from activities in high climate impact sectors per net revenue from (MWh/mil.€) 124.83 58.72 activities in high climate impact sectors 8 Given that the nature of the Group’s subsidiaries’ activities varies significantly, total energy consumption is disclosed separately between high climate impact sectors and non-high climate impact sectors. More specifically, high climate impact sectors include the Group’s consumption related to wholesale and retail trade activities, as well as the production of processed and preserved vegetables. Non-high climate impact sectors include the Group’s consumption related to service provision activities. Annual Financial Report | January -December 2025 92 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report Specific energy consumption Unit of Revenue from activities in high climate impact sectors 2025 2024 measurement Net revenue from activities in high climate impact sectors for the calculation energy intensity € 422,853,506 278,438,651 Net revenue (other) € 58,413,284 94,278,095 Total net revenue (in financial statements) € 481,266,790 372,716,745 The Group, as part of its management of climate change-related activities, conducts an annual inventory of greenhouse gas emissions (GHG) under Scope 1 and Scope 2 for all of its subsidiaries. The systematic application of this approach allows for the identification of those areas within its overall operations that ultimately constitute 9 the main sources of GHG emissions in its total carbon footprint . The following tables present the GHG emissions arising from the Group's operations and activities, both in total and by Company, for each year individually. Scope 1 GHG emissions include direct GHG emissions resulting from the Group’s operations due to the consumption of fossil fuels at facilities and in vehicles, natural gas consumption at the Group’s facilities, as well as refrigerant consumption. Scope 2 GHG emissions relate to electricity consumption at the Group’s facilities while indirect GHG emissions relating to the Group's value chain are reflected in the GHG emissions of Scope 3 categories. GHG Emissions Measurements Unit of Greenhouse gas emissions 2025 2024 measurement Scope 1 GHG emissions Gross Scope 1 GHG emissions tCO2eq 5,100.80 326.67 Percentage of Scope 1 GHG emissions from regulated emission trading schemes % 0% 0% Allocation of Scope 1 GHG emissions Direct emissions from stationary combustion tCO2eq 2,367.79 23.23 Direct emissions from mobile combustion tCO2eq 2,291.74 303.44 Direct fugitive emissions resulting from the release of greenhouse gas in anthropogenic systems tCO2eq 441.27 0 Scope 1 Biogenic Emissions tCO2eq 128.85 - Scope 2 GHG emissions Gross Scope 2 greenhouse gas emissions (Location-based) tCO2eq 10,985.65 8,187.61 Gross Scope 2 greenhouse gas emissions (Market-based) tCO2eq 7,945.59 5,827.59 Significant Scope 3 greenhouse gas emissions Total gross indirect greenhouse gas emissions (Scope 3) tCO2eq 147,183.16 - 1 Purchased goods and services tCO2eq 105,791.11 - 2 Capital goods tCO2eq 14,552.67 - 3 Fuel and energy-related | Activities (not included in Scope1 or Scope 2) tCO2eq 6,304.90 - 4 Upstream transportation and distribution tCO2eq 6,861.64 - 5 Waste generated in operations tCO2eq 367.06 - 6 Business traveling tCO2eq 2,062.90 - 7 Employee commuting tCO2eq 863.40 - 8 Upstream leased assets tCO2eq - - 9 Downstream transportation tCO2eq 45.57 - 10 Processing of sold products tCO2eq - - 11 Use of sold products tCO2eq 7,779.97 - 12 End-of-life treatment of sold products tCO2eq 2,553.95 - 9 The Group has not utilized carbon credits, nor has implemented an internal carbon pricing policy. Annual Financial Report | January -December 2025 93 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report 13 Downstream leased assets tCO2eq - - 14 Franchises tCO2eq - - 15 Investments tCO2eq - - Total greenhouse gas emissions Total greenhouse gas emissions (location-based) tCO2eq 163,269.628 8,514.28 Total greenhouse gas emissions (market-based) tCO2eq 160,229.56 6,154.26 Specific greenhouse gas emissions Specific Greenhouse Gas Emissions Location- based tCO2eq/mil. € 339.25 22.84 Specific Greenhouse Gas Emission Market-Based tCO2eq/mil. € 332.93 16.51 Revenue analysis Unit of Revenue used to calculate greenhouse gas emissions 2025 2024 Measurement Net revenue used to calculate greenhouse gas emissions intensity € 481,266,790 372,716,745 Net revenue (other) € 0 0 Total net revenue (as reported in the financial statements) € 481,266,790 372,716,745 For the conversion of consumed quantities of fuels, natural gas, and refrigerants, as well as for the calculation of Scope 1 GHG emissions, the most recent conversion factors were used, as provided by DEFRA for 2025. Location-based Scope 2 greenhouse gas (GHG) emissions were calculated by applying the conversion factor corresponding to Greece's Residual Energy Mix, while market-based GHG emissions were calculated using the conversion factor for the electricity suppliers' Residual Energy Mix. As in the previous reporting period, the GHG emission conversion factors applied for Scope 2 are based on the most recent data available from DAPEEP at the time of preparation of this report, as the corresponding factors for 2025 have not yet been published. The market-based calculation of CO₂ emissions includes Guarantees of Origin, which relate to the electricity consumption of the companies within the Company, ADACOM, and IDEAL Software Solutions. In 2025, the Group completed an assessment of all Scope 3 emission categories in accordance with the GHG Protocol criteria. As part of this assessment, a comparative industry analysis was also conducted, with reference to peer companies. The assessment process revealed that categories 8, 10, 13, 14, and 15 are not considered relevant or material to the Group’s operations. For the calculation of emissions under Categories 3 and 5, activity data relating to energy consumption and waste generation, respectively, are used. For Categories 1, 2, 4, 6 and 9, expenditure data are utilized. The calculation of Category 7 is based on literature data regarding travelled distances, which are considered in conjunction with the number of employees in the Group’s companies. For Categories 11 and 12, where deemed relevant, data relating to the sales of the Group’s companies are used, in combination with literature sources on energy consumption and end-of-life product management. For the conversion of activity and spend based data into greenhouse gas emissions, emission factors from recognized sources are applied, such as OECD, EXIOBASE, DEFRA, CEDA, and BEIS. The percentage of primary data that was used for the calculation of Scope 3 GHG emissions was 29.97%. It should be noted that the biogenic emissions reported in the GHG emissions table arise from the consumption of biofuels included in the Group’s fuel mix. Annual Financial Report | January -December 2025 94 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report ESRS E5 - Resource use and circular economy The Group’s approach The assessment of waste management as a material environmental topic for the Group reflects both the direct environmental impacts associated with waste generation from the Group's operations and the potential risks arising from evolving regulatory requirements, increasing compliance costs, and exposure to reputational risks in the event of inadequate waste management practices. E5 Circular Economy Subtopic Type IRO Description Impact The generation of waste during the Group’s operations and the disposal of its products Waste (Actual / Negative) has a negative impact on the environment. Policies Effective waste management is a core element of the Group’s environmental approach, in alignment with the principles reflected in its Environmental Management Policy. The Group recognizes that waste prevention, recycling, and reuse constitute key principles for responsible waste management and the avoidance or mitigation of potential environmental impacts. At the same time, regulatory compliance and resource efficiency are ensured. BARBA STATHIS implements a specialized Waste Management and Circular Economy Policy, aimed at reducing its environmental footprint, promoting the rational use of natural resources, and transitioning to circular production models. The policy covers all of the company’s waste streams, including plant residues, solid waste, and recyclable materials, which are managed exclusively in collaboration with licensed partners. At the same time, it incorporates initiatives for the utilization of organic by-products to produce biogas and biostimulants, promoting circular economy practices. This policy applies to all employees, executives, senior management, staff, consultants, contractors, trainees, and partners. Furthermore, the policy has been approved by senior management. Furthermore, through this policy, the company ensures full compliance with waste management legislation, emphasizing prevention and a substantial reduction in waste generation at the source. The policy promotes the reuse, recovery, and recycling of production residues, where feasible. In addition, through its climate change and greenhouse gas policy, the company places particular emphasis on proper waste management. Specifically, BARBA STATHIS ensures the proper utilization of plant and non-plant residues and promotes the conservation of non-renewable natural resources. The company holds Zero Waste to Landfill certification and participates in the Green Mission initiative for the management of lead-acid batteries. At the same time, the company has participated in the European My Pack program, which focuses on the development of fully biodegradable packaging materials. The Policy is available on the Company's official website. Actions The Group’s operations comply with applicable environmental laws governing waste management. Waste generated by the Group is managed and, where applicable, recycled through authorized and certified waste management entities. More specifically, BARBA STATHIS implements methods throughout its supply chain to reduce the amount of waste generated per unit of activity. This reduction is achieved through a series of measures, such as upgrading of production processes, enhanced monitoring of material flows, adoption of waste prevention techniques, reduction of raw material losses, and gradual replacement of materials with more environmentally friendly options. Annual Financial Report | January -December 2025 95 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report Especially for hazardous waste, the company implements strict procedures for safe management and monitoring. In addition, the company fully complies with the applicable legal framework and regulatory requirements, while managing plant residues and solid waste through licensed partners who are registered in the electronic waste register of the Ministry of Environment and Energy (YPEN) and follow proper procedures for the transport and disposal of the waste generated. At the same time, the company implements a zero-food-waste program in which byproducts and organic residues generated during vegetable processing are systematically utilized, either through energy recovery or through utilization by partner organizations for the production of biogas, soil conditioners, and animal feed. At the Group level, the adoption of more specialized waste management actions and the setting of quantitative waste-related targets will be considered in future reporting periods, taking into account the maturity level of available data, the expansion of the Group's operational scope, and the characteristics of individual operations. The tables below present the Group’s main waste streams, as well as their classification based on management 10 methods . The significant variation in waste quantities compared to the previous reporting year is due to the consolidation of waste quantities from the newly acquired company “BARBA STATHIS Single-Member Industrial 11 and Commercial Societe Anonyme” into the Group . Waste Management Metrics Waste streams Waste Type(waste quantities in tons) 2025 Paper and Cardboard Packaging 224.61 751.27 Mixed Construction Waste Wood and Wooden Packaging 68.54 Plastic 124.20 Organic Residues 1,825.17 Mixed Packaging 1.46 Iron, Steel and Metal Packaging 29.86 WEEE and Equipment that May Contain Hazardous Elements 2.04 Other Non-Hazardous Equipment 6.78 Waste from the Production Process (for Biogas or Soil Enhancement) 4,866.23 Mixed Municipal Waste 633.25 Sludge from Effluent Treatment 484.52 Engine Oils (Mineral Based - Hazardous) 1.65 Waste Containing Petroleum 5.16 Other 0.02 Total Waste 9,024.76 10 No radioactive waste is generated or disposed of as part of the Group’s activities. 11 It is noted that the Group’s presence in Bulgaria, through UNCLE STATIS EOOD, a subsidiary of BARBA STATHIS, is limited. As a result, the contribution of these activities, which employ two (2) individuals, is assessed as non-material and is therefore excluded from the waste tables on the grounds of immateriality to the Group’s overall environmental footprint. Annual Financial Report | January -December 2025 96 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report Waste Management Hazardous waste (tonnes) 2025 2024 Recovery operations 8.88 4.48 Preparation for reuse - - Recycling 3.66 - Other recovery operations 5.21 4.48 Disposal operations - - Incineration - - Landfill - - Other disposal operations - - Non-hazardous waste (tonnes) 2025 2024 Recovery operations 9,015.9 0.204 Preparation for reuse 4,800.07 - Recycling 1,076.76 0.204 Other recovery operations 3,139.07 - Disposal operations - - Incineration - - Landfill - - Other disposal operations - - Total waste (tones) 9,024.78 4.69 Amount of recycled waste 1,080.43 4.48 Percentage of recycled waste 11.97% 95.5% With regard to the methodology for calculating data related to the Group’s total waste, this is based on ESRS standards for the classification of waste according to its hazardousness, as well as by final treatment method. For data collection, Waste Management and Recycling Certificates from cooperating waste management entities were used. For the tables relating to waste and its management methods, data collected on an annual basis from the Company and the companies ADACOM, IDEAL Software, BARBA STATHIS and HALVATZIS have been used. The remaining Group companies dispose of their waste in municipal collection bins, from which it is not feasible to obtain relevant data. The 2025 data are not directly comparable to those of 2024 due to the inclusion of BARBA STATHIS in the Group. ESRS S1 – Own Workforce The Group’s approach The Group recognizes the decisive role its employees play in its successful trajectory. In this context, it respects and protects human rights, while simultaneously investing in the training and development of its people. Guided by this principle, the Group has established Policies that enhance transparency and accountability, as well as the sense of security for employees within the working environment. Both the Company and its subsidiaries primarily employ staff under employment contracts, while also collaborating with non-employees. Annual Financial Report | January -December 2025 97 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report Through the double materiality assessment conducted by the Group for the 2025 reporting year, the key risks, opportunities, and material impacts on human resources were assessed and identified, as outlined below: ESRS S1 Own Workforce Subtopic Type IRO Description The management of health and safety issues is a critical factor for the smooth operation of the Group Impact and the protection of employees. Inadequate health and safety measures may lead to employee (Potential / Negative) accidents. Working Conditions Financial liabilities to cover medical expenses and reputational risks arising from workplace Risk accidents and related health incidents. (Specific to BARBA STATHIS). The development of employee skills and the Company's competitiveness is achieved through Impact systematic training and skill development, particularly in soft and digital skills; furthermore, the (Actual / Positive) competitiveness, efficiency, and quality of the Group's services are enhanced, especially amidst digital transformation. Integrating more talent enhances performance and responsiveness to technological developments. Impact Equal Increased diversity leads to more comprehensive decision-making thanks to diverse experiences. (Actual / Positive) treatment and Respect for human rights strengthens cohesion and increases employee engagement. opportunities for all Workforce specialization constitutes a critical success factor; however, the difficulty in attracting and retaining talented professionals poses a material risk. Competition for highly technologically skilled Risk professionals is intense. This could impact operational continuity, efficiency, and the ability to implement complex projects. Reputational impacts due to failure to manage incidents of discrimination and/or harassment and Risk violence in the workplace (Specific to BARBA STATHIS). Policies Code of Conduct and Ethics The Code of Conduct and Ethics aims to foster and promote a shared corporate culture within both the Company and its subsidiaries. This culture shall reflect the fundamental principles of responsible business operations and the ethical standards that both employees and partners are required to adhere to. The Code is based on applicable legislation, as well as on the ten internationally recognized principles of the United Nations (UN) Global Compact, which concern human rights, working conditions, environmental protection, and the prevention of corruption. The Code encompasses the set of fundamental principles, values, and rules that govern corporate activities and define appropriate professional conduct. These principles describe standards of conduct for employees, as well as appropriate behavior in business relationships with customers, suppliers, and partners. Furthermore, the Code establishes a clear framework for the proper and responsible handling of issues related to business ethics. It is the collective responsibility of the entire workforce to comply with its values, principles, and rules, thereby ensuring that all employees, suppliers, and partners share the core values of ethical conduct. This includes all employees working under part-time or fixed-term contracts. All subsidiaries of IDEAL Holdings are required to act in accordance with these principles and values and to safeguard them. The Board of Directors of the Parent Company and the respective Boards of Directors of its subsidiaries are responsible for amending or repealing, approving, and ratifying the Code of Conduct. The Code is available to all interested parties at the Company's official website. Human Rights Policy The Group has established and implements a Human Rights Policy to define the principles and procedures governing the conduct of the Parent Company, as well as any existing or future subsidiaries and its partners and Annual Financial Report | January -December 2025 98 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report suppliers, in relation to human rights. This policy demonstrates zero tolerance for human rights violations. The Policy is implemented by: • Employees working under an employment contract, • Staff who provide their services under a service assignment contract or otherwise on a freelance basis, • Members of the Board of Directors, • Other partners (suppliers, service providers, etc.) The Policy sets out key principles regarding health and safety, working conditions, equal opportunities, data protection, prevention of corruption, labor rights, prohibition of forced labor, child labor, and human trafficking, disciplinary practices, and the protection of local communities and the environment. Internationally recognized standards and guidelines were taken into account in the drafting of the Policy, in particular the United Nations Universal Declaration of Human Rights, the Core Conventions of the International Labor Organization (ILO), the Principles of the UN Global Compact, the UN Guiding Principles on Business and Human Rights, the Guidelines of the Organization for Economic Cooperation and Development (OECD), the United Nations Convention on the Elimination of All Forms of Discrimination against Women (Article 11 – field of employment), as well as the United Nations Sustainable Development Goals (Agenda 2030). This Policy governs all of the Company’s holdings, and its principles are expected to be respected and adhered to by all of its external partners and suppliers. IDEAL Holdings’ Compliance Unit and Risk Management Unit are responsible for its maintenance and effective implementation. The Policy is available to all interested parties on the official corporate website. This Policy establishes a clear framework for the protection and promotion of human rights, while the Code of Conduct and Ethics also includes the Equal Opportunities Policy, which aims to ensure that everyone within the organization is treated equally and fairly. Policy for the Prevention of Violence and Harassment The Policy aims to prevent all forms of violence and harassment that occur in the workplace, whether related to or arising from work, including gender-based violence and harassment and sexual harassment, as well as any intentional discrimination based on age, sexual orientation, nationality, religion, race, or disability. The Policy sets out in detail the possible forms of violence and harassment as well as the areas and persons to whom it applies. In particular, the Policy applies to all Company employees regardless of their contractual employment status, including those employed under project contracts, independent service agreements, or salaried contracts, those employed through third-party service providers, individuals undergoing training, including interns and apprentices, employees whose employment relationship has ended, as well as job applicants, partners, and customers The Policy is incorporated into the Code of Conduct and Ethics and is available to all interested parties via the website. In accordance with the Policy, every reported incident is investigated promptly and confidentially, ensuring support for the affected individual and the implementation of appropriate measures by Management to protect those involved and prevent the recurrence of similar incidents. Whistleblowing Policy Whistleblowing Policy sets out the general principles and the operational framework according to which the Company and its subsidiaries receive, process and investigate identified and anonymous reports of irregularities, omissions or other criminal acts relating to violations of EU law that are harmful to the public interest, which come to the attention of staff, customers or suppliers or other third parties. This Policy applies to all employees of the Parent Company and its subsidiaries, regardless of their employment status, as well as to external partners, contractors, and other individuals who work with the companies in the course of their professional activities. Reports may be submitted verbally, in writing, or electronically, ensuring full Annual Financial Report | January -December 2025 99 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report confidentiality for individuals who file complaints. The Policy is posted on the Company’s website, and further details are provided in Section “ESRS G1 – Business Conduct”. Occupational Health and Safety Policy The Company has a Health and Safety Policy, under which the Company’s Management has executive responsibility for occupational health and safety issues and is committed to the systematic prevention of accidents and the reduction of occupational risks in all its operations. The Policy applies to employees, subcontractors, suppliers, visitors, and third parties within the facilities, in accordance with applicable Greek and European legislation. The Company allocates the necessary resources, invests in the continuous training and guidance of its staff, and promotes the active participation of all in improving working conditions. The aim is the safe performance of work without incidents that pose a risk to human health and the continuous improvement of the Occupational Health and Safety Management System. The Policy is incorporated into the Occupational Health and Safety Manual and is available to all employees via the intranet. It should be noted that the Group’s major subsidiaries have separate Health and Safety Policies, which are aligned with the principles and framework of the Parent Company’s Policy. Diversity, Equity and Inclusion Policy BARBA STATHIS has developed a Diversity, Equity and Inclusion Policy with the aim of combating discrimination in every aspect of its operations and creating an equitable work environment. The policy applies to all BARBA STATHIS employees. The terms “employees,” “staff,” and “human resources” refer to all individuals employed by Barba Stathis, namely: the members of the board of directors, the executive officers, and the employees who provide their services under any form of employment relationship (e.g., salaried employment, freelance services, project- based work, commissioned work). The Compliance Department is responsible for monitoring and overseeing the Diversity, Equity and Inclusion Policy, as well as for any revisions to it. The Policy has been approved by Top Management and it is available on the corporate website. Human Resources Management Respect for human rights and provision of equal opportunities Respect for and protection of fundamental human rights is at the core of the Group’s operations. The goal is to provide a work environment based on zero tolerance for any form of discrimination based on personal characteristics, seeking to prevent any violation of rights. In this context, it has established Policies that demonstrate its commitment to the protection of human rights, including the prohibition of forced and child labor and human trafficking. Furthermore, the Company and attica have both signed the UN Women’s Empowerment Principles aiming at the continuous improvement of their performance. The procedures implemented by IDEAL Holdings and its subsidiaries are governed by the principles of equal treatment and equal opportunities, without discrimination based on personal characteristics. The recruitment process is conducted on the basis of objective and impartial criteria, with the aim of selecting the most suitable candidate for each position. BARBA STATHIS does not tolerate any form of discrimination and treats both its employees and job applicants equally. BARBA STATHIS fully complies with relevant legislation and does not discriminate against anyone on the basis of race, color, gender, age, nationality, religion, sexual orientation, gender identity, marital status, disability, or any other characteristic in decisions regarding hiring, training, remuneration, or promotion. Our recruitment, selection, remuneration, evaluation, and staff development procedures are designed to ensure that candidates are treated with transparency, fairness, and objectivity, guaranteeing the selection of the most suitable individuals based on their skills, qualifications, and experience, and promoting the professional development and fair remuneration of all employees. Newly hired employees are informed about the procedures Annual Financial Report | January -December 2025 100 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report and corporate policies. BARBA STATHIS implements a fair and equitable remuneration policy, under which employees are compensated based on their specialization, skills, experience, and performance. Remuneration is determined using objective and transparent criteria and is not influenced by gender or other personal characteristics, ensuring the principle of equal treatment and equal opportunities. Employee Training and Development Employee training is a priority for the Group’s companies, as it supports their continuous development, enables them to successfully fulfill their duties, and ensures they are adequately informed about important issues. Through training, employees acquire the appropriate tools and knowledge required to properly perform their duties, while also being informed and becoming aware of important workplace issues such as zero tolerance for violence and harassment and respect for diversity. Staff training is based on the identification of training needs, approved by Management, and followed by the selection of the appropriate training program. In addition, attica has specialized staff in the Learning & Development department, who organize and implement targeted training for the sales departments and other functions, with the aim of continuously developing skills and enhancing employee performance. It should be noted that in 2025, IDEAL Holdings, ADACOM, IDEAL Software, and ADACOM CY conducted staff training, in collaboration with specialized training organizations, on issues of Equality, Diversity & Inclusion, and anti-harassment, thereby fostering a safe and fair workplace environment. In addition, the executives of the above companies participated in the “Strengthening of Management and Leadership Skills” program, in collaboration with KEDIVIM of the Athens University of Economics and Business, to develop leadership and management skills. In this context, the Group’s companies implement structured employee performance appraisal systems, promoting meritocracy and transparency in accordance with the specific characteristics and needs of each company. Employees have access to these evaluation systems in order to monitor their progress. The process identifies each employee’s strengths and areas for improvement, as well as their training needs. The appraisal is based on the formal and material qualifications associated with the position, as well as on the candidates’ skills, experience, and knowledge. The selection and hiring process is carried out in accordance with the established internal procedures. IDEAL Holdings, ADACOM, and IDEAL Software have implemented a structured induction training program designed to ensure the smooth integration of new employees into the workplace and to promptly inform them of their rights, responsibilities, and basic operational procedures. The program includes orientation to the workplace and work teams, guidance on the organizational structure, and the provision of the necessary tools and access to perform their duties. attica has established a special Onboarding Day for office and store employees, during which the Company’s mission, values, and core operating principles are presented, thereby facilitating their effective integration into their new roles. Employee performance is generally evaluated at the end of each fiscal year, in accordance with the procedures implemented by the respective company. The appraisal is carried out using structured performance appraisal tools or forms, which are developed and implemented at the company level and completed by the immediate supervisor in collaboration with the employee. During the process, the employee is given the opportunity to express their views, discuss their career development prospects, and identify their training needs. Performance appraisals provide an overall assessment of the employees’ progress and contribution within the organization. BARBA STATHIS implements an annual employee appraisal system designed to monitor performance and support continuous professional and personal development. The system serves as a key management tool, aligned with strategic objectives, financial requirements, and the principles of sustainable development. Annual Financial Report | January -December 2025 101 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report The appraisal is based on a performance improvement and development system that focuses on reinforcing specific professional behaviors and characteristics that lead to success. The system is built on four key pillars: • Sustainable Development • Ongoing Improvement • Communication • Leadership Each pillar includes specific behaviors/characteristics, which are evaluated on a five-point scale based on the employee’s performance level. The process takes place once a year, under the responsibility of the Human Resources Department, and is completed by all parties involved filling out and signing the relevant form. Finally, particular emphasis is placed on the continuous provision of quality feedback from managers to employees to support ongoing performance improvement. Occupational Health and Safety The health and safety of employees is a priority for the IDEAL Holdings Group, as it ensures its smooth and uninterrupted operation. In this context, the principle of prevention is promoted with the aim of effectively managing work-related risks and implementing appropriate preventive measures. IDEAL Holdings, ADACOM, BYTE and Barba Stathis align their operations with international standards and implement an ISO 45001:2018-certified Health and Safety Management System. Occupational Risk Assessment In addition to the Safety Technician and the Occupational Physician, who ensure the health and safety of employees in the workplace, an Occupational Risk Assessment is conducted to identify and evaluate potential work-related risks. Emergency Response The Parent Company has established dedicated teams composed of specially trained employees to ensure effective emergency response. Specifically, a Fire Safety Team has been established, and first aid training is provided to ensure immediate response in case of an emergency. Communication and employee training in health and safety At the same time, special emphasis is placed on communication with employees so that they can raise any concerns or issues they may have regarding health and safety. In this context, employees can report issues of concern to the shift supervisor and the Safety Technician, as well as anonymously through complaint boxes. In addition, emphasis is placed on training and developing employees in health and safety matters, with the aim of raising their awareness and providing them with information on compliance with safety measures and emergency response. In particular, in 2025, training sessions were conducted on the following topics: • Fire safety • First aid • Building evacuation Annual Financial Report | January -December 2025 102 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report Attracting and retaining talent A framework of additional monetary and non-monetary benefits has been established with the aim of rewarding employees and better addressing their needs. These benefits include: • Group Health and Life Insurance Plan • Travel expenses • Company car/ phone for specific positions • Food vouchers • Christmas and Easter Gifts • Provision of exceptional financial support for personal matters in the form of an interest-free loan In addition, BARBA STATHIS offers: • Payments to employees in cases of long-term illness, in addition to those provided for by current legislation. Furthermore, the option of emergency financial support for personal matters is provided in the form of an interest-free loan, helping to strengthen employees’ financial security and stability • Staff outings • 24-hour psychological support for staff • Free transportation for permanent and seasonal workers via chartered buses • Discount cards offering discounts to permanent and seasonal staff at many local businesses and chains, as well as free products and discounts on purchases • Rewards for the children of permanent and seasonal staff for their admission to higher education • Funding for postgraduate programs for employees and scholarship programs for employees’ children, as well as initiatives that inform parents on career guidance for high school students. The Group seeks to build relationships of mutual trust with its employees by establishing communication channels that ensure two-way communication and promote transparency. In this context, the communication channels are as follows: • Whistleblowing mechanism • Intranet • E-mail • Notice boards • Suggestion boxes • Open-door policy • Employee satisfaction survey as part of the “Best Place to Work” certification” Th e Human Resources Manager of each company is responsible for communicating with employees, as well as for establishing clear policies and procedures that ensure smooth operations and communication between employees and management. Metrics and targets Total employee metrics Description 2025 2024 Number of employees 2,443 1,580 Number of male employees 1,111 553 Number of female employees 1,332 1,027 Annual Financial Report | January -December 2025 103 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report 12 Employee metrics by country and contract type Description 2025 2024 Greece Number of employees 2,427 1,580 Permanent (men) 1,081 553 Permanent (women) 1,296 1,027 Fixed-term (men) 19 0 Fixed-term (women) 31 0 Full-time (men) 1,053 506 Full-time (women) 1,045 754 Part-time (men) 47 47 Part-time (women) 282 273 Total 2,443 1,580 Permanent (men) 1,092 553 Permanent (women) 1,301 1,027 Fixed-term (men) 19 0 Fixed-term (women) 31 0 Full-time (men) 1,064 506 Full-time (women) 1,050 754 Part-time (men) 47 47 Part-time (women) 282 273 Turnover Description 2025 2024 Turnover 601 485 Employee turnover rate 24.6% 30.69% Non-employee metrics Description 2025 Total non-employees 34 Self-employed 31 Employees provided by third-party companies 3 All employees (100%) are covered by collective bargaining agreements and social protection, including coverage for illness, unemployment, workplace accidents, and acquired disabilities, as well as parental leave and retirement benefits, and receive adequate wages. The Group records and monitors its performance with regard to the pay gap and the difference in remuneration between the highest-paid individual and the rest of the workforce. 12 In Cyprus, the average number of employees for 2025 amounted to 16 individuals, comprising 11 men and 5 women, all on permanent and full-time contracts. Annual Financial Report | January -December 2025 104 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report Diversity metrics 13 Description 2025 2024 Senior executives (men) 26 20 Senior executives percentage(men) 48% 57% Senior executives (women) 28 15 Senior executives percentage (women) 52% 43% Employees under the age of 30 368 311 Employees between the ages of 30 and 50 1,350 930 Employees over the age of 50 725 339 In 2025, the Group employed 10 people with disabilities, representing 0.4% of its workforce. Employee appraisals and training 14 Description 2025 2024 Average number of training hours (men) 8 1.3 Average number of training hours (women) 6.7 0.7 Average number of training hours (total) 7.5 0.9 Percentage of employees who participated in regular performance and career development 81.1% 100% appraisals (men) Percentage of employees who participated in regular performance and career development 94.5% 100% appraisals (women) Percentage of employees who participated in regular performance and career development 88.3% 100% appraisals (total) 15 Work-life balance metrics 16 Description 2025 Percentage of employees eligible for family leave 100% Percentage of employees who took family leave (total) 6% Percentage of employees who took family leave (men) 2% Percentage of employees who took family leave (women) 9% 100% of employees are covered by the Occupational Health and Safety Management System. With the aim of continuously improving its performance, the Group monitors the following indicators: Description Unit 2025 2024 Number of fatalities due to work-related accidents No. 0 0 No. Number of fatalities due to occupational disease 0 0 No. Number of recordable work-related accidents 32 5 No. Frequency rate of work-related accidents 6.54 1.58 No. Number of recorded cases of occupational disease 0 0 Total number of days lost due to work-related accidents, fatalities, and diseases No. 186 170 13 Senior executives are defined as management personnel one or two levels below administrative and supervisory bodies. 14 The training programs in 2024 were conducted within IDEAL Holdings and ADACOM. 15 Parental leave, including paternity and maternity leave, as well as caregiver leave, are included. 16 Work–life balance metrics are disclosed at Group level for the first time in 2025. Annual Financial Report | January -December 2025 105 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report Compensation metrics 17 Description Unit 2025 Pay gap between female and male workers % 26 Ratio of the highest-paid individual’s earnings to the median earnings of workers Νο. 36.6 Furthermore, it should be noted that in 2025, similar to 2024, there were no incidents of human rights violations, nor were any related fines imposed, as detailed in the table below: Description 2025 2024 Incidents of discrimination 0 0 Number of complaints submitted through channels for individuals within their own workforce to 1 2 raise concerns Amount of fines, penalties, and compensation for damages resulting from incidents of € 0 € 0 discrimination, including harassment and complaints submitted Number of serious human rights issues and incidents related to the workforce 0 0 Number of serious human rights issues and incidents related to the own workforce that constitute cases of non-compliance with the UN Guiding Principles and the OECD Guidelines for 0 0 Multinational Enterprises Number of serious human rights incidents and workforce-related incidents 0 0 Amount of fines, penalties, and compensation for serious human rights issues and workforce- € 0 € 0 related incidents With regard to the methodology for calculating the number of employees, it is noted that, for the reporting period, the average number of employees during the year is used. For this reason, the relevant figure may differ from the number of employees presented in the financial statements. Workforce data are not fully comparable with those of the previous period, due to the integration of the company BARBA STATHIS during 2025. In addition, the number of employees for 2024 refers to 31.12.2024 and has been calculated using the headcount method. It is also noted that the Group’s presence in Bulgaria, through the company UNCLE STATIS EOOD (a subsidiary of BARBA STATHIS), is limited. As such, the contribution of the relevant activities, in which two employees are employed, is assessed as non-material in relation to the distribution data presented in the section “ESRS S1 Own workforce”. Consequently, their impact on the Group’s total reported figures is considered negligible and is not taken into account. With regard to the workforce, the Group has not established specific targets. ESRS S2 - Workers in the value chain The Group’s approach The Group recognizes the importance of providing safe and decent working conditions not only to its own workforce but also to the workers in its value chain, with an emphasis on the staff of its suppliers. Particular emphasis is placed on companies whose operations are directly linked to the employment of supplier staff. In particular, this includes the employees of suppliers for attica department stores, who are under the supervision of each store's management, as well as the employees of suppliers and partners of BARBA STATHIS. 17 Compensation metrics are disclosed at Group level for the first time. Annual Financial Report | January -December 2025 106 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report In order to identify the impacts, risks, and opportunities related to workers in the value chain, a Double Materiality Analysis was conducted, and the following impacts and risks were identified: ESRS S2 Workers in the value chain Subtopic Type IRO Description Health and safety management is a critical factor for the smooth operation of the Group Impact and the protection of workers in the value chain. Inadequate health and safety measures (Potential/Negative) Working may lead to accidents involving workers within the value chain. conditions Working conditions and human resources practices of suppliers affect the uninterrupted Risk operation of the supply chain (Specific to BARBA STATHIS). Policies Internal regulations, policies, and procedures established by attica reflect its commitment to protecting the human rights of all workers in the value chain, with the aim of providing a safe and fair work environment, free from discrimination. All supplier partners are required, as of the date of commencement of the partnership, to stay informed via the company website and to comply with the regulations, policies, and procedures, as applicable and amended each time at the discretion of the company. Department Stores Operating Regulation The Operating Regulation aims to define the organizational and operational framework of the Company in order to ensure its compliance with legislative and regulatory provisions. With a view to strengthening the trust of shareholders, employees, customers, suppliers, and regulatory authorities in the Company, the Regulation seeks to ensure transparency and effectiveness in the corporate governance system and to establish additional rules for sound and responsible management and internal control, beyond those currently applicable by law. The Regulation, in addition to employees, members of the Board of Directors and executives, covers contractors who provide their services under a contract for the provision of independent services or a project, provided that the collaboration is based on a special relationship of trust or their contract of collaboration expressly subjects them to the Regulation. The Internal Audit Unit is responsible for monitoring compliance with the Regulation. Human Rights Policy The Human Rights Policy is governed by the international human rights principles embodied in the Universal Declaration of Human Rights, the International Labour Organization's Declaration on Fundamental Principles and Rights at Work, the UN Global Compact, and the UN Guiding Principles on Business and Human Rights. The Policy includes commitments to respecting diversity, providing equal opportunities, and maintaining zero tolerance for discrimination and harassment based on race, gender, color, ethnic or social origin, religion, age, disability, or any other status protected by applicable legislation. Additionally, the Policy includes commitments to providing a safe and healthy workplace and to the prohibition of slavery, forced labor, human trafficking, and child labor. Employees are encouraged to report any concerns or potential violations to Management, the Human Resources Department, and the Legal Department. The Company is committed to investigating and addressing employee concerns, as well as taking corrective actions in response to any violation. Code of Conduct & Code of Ethics The Code contains the fundamental principles, values and rules that form the framework for corporate activities and guide day-to-day practice and behavior, seeking compliance with the principles of business ethics and conduct that the Company applies in its relationships with all its partners, such as suppliers and other external staff. Compliance with the Code, which is approved and ratified by the Board of Directors, is a collective responsibility of both the company’s employees and its partners. Procedures and controls are implemented during Annual Financial Report | January -December 2025 107 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report the selection process to assess and ensure the integrity, quality, suitability and reliability of partners and suppliers, including their expertise, capability and required licences for the adequate performance of the assigned activities. Whistleblowing Policy The Whistleblowing Policy applies to all employees and executives, as well as third parties and their personnel, such as external partners, suppliers, consultants, contractors and subcontractors. The aim is to foster and maintain a culture of transparency, encouraging employees and partners to raise concerns without fear of retaliation. The Policy defines which practices constitute violations and explicitly provides for the protection of whistleblowers, including their anonymity. The Human Resources Director is designated as the Whistleblower Officer. For more information on submitting and managing reports at Group level, please refer to the chapter on Business Conduct. Health and Safety Policy The Health and Safety Policy establishes the framework for managing occupational health and safety issues, prioritizing the systematic prevention of workplace accidents and the identification, assessment and reduction of occupational risks that may arise. The Policy applies to employees, subcontractors, suppliers, visitors, and third parties within the facilities, in accordance with applicable Greek and European legislation. For more information regarding the Policy, please refer to chapter S1. BARBA STATHIS Sustainable Procurement Policy BARBA STATHIS’ Sustainable Procurement Policy reflects the company’s commitment to adopting sustainable practices and procurement in line with the highest ethical and professional standards. This Policy defines the fundamental principles and values that govern the sustainable procurement process, emphasizing the adoption of practices and procedures that are more environmentally friendly and safer for human health, throughout the entire supply chain, complying with and respecting shared human values, while also adapting to the consumers' demands. Particular emphasis is placed on the quality and safety of the products offered, and suppliers are expected to maintain and improve the quality of their products by implementing quality assurance systems. This Policy applies to all employees, partners, and suppliers working with the company, regardless of the nature of the supplies or their location. Finally, this Policy is approved by the company’s Senior Management and is available in the company’s website. BARBA STATHIS Supplier Code of Conduct BARBA STATHIS has established a Supplier Code of Conduct. Its scope covers all suppliers with whom it collaborates, regardless of the nature and location of their operations. The BARBA STATHIS Supplier Code of Conduct defines the basic principles, values, and requirements that the company sets for all its suppliers, with the aim of building relationships based on trust, promoting business ethics, and fostering sustainable development. As defined by the Code, suppliers must comply with the legal and regulatory framework, operate with integrity and transparency, incorporate environmental and social responsibility practices, and support the principles of sustainable development. In 2025, there were no reports of non-compliance with the United Nations Guiding Principles on Business and Human Rights, the ILO Declaration on Fundamental Principles and Rights at Work, or the OECD Guidelines for Multinational Enterprises. There were also no reports of serious issues or incidents of human rights violations related to workers in the value chain. Annual Financial Report | January -December 2025 108 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report Management of issues related to value chain workers The management of health and safety issues is a critical factor for the smooth operation of the Group and the protection of workers in the value chain. Inadequate health and safety measures may lead to accidents involving workers in the value chain. The provision of a healthy and safe working environment for suppliers’ employees is a key priority, as the importance of adequate health and safety measures for the prevention of accidents and the assurance of smooth operations is widely recognized. Aligned with the Health and Safety Policy of the Parent Company, attica is committed to preventing accidents and reducing occupational risks by allocating the necessary resources and promoting continuous training and awareness among employees on health and safety issues. In particular, training sessions are held on health and safety issues, including fire safety, as well as store evacuation drills . Meanwhile, the health and safety of employees is supported through collaboration with the Occupational Physician and the Safety Technician. Furthermore, the company plans to launch introductory training for supplier personnel by 2026, with the aim of familiarizing the latter with the company's core values, procedures, and operations. The training, combining presentations and practical guidelines, will cover the following topics: • Attica’s Values, Procedures, and Behaviors – Code of Ethics • A customer-centric approach and core service principles • Aegean Miles & Bonus Program • Roles and responsibilities in handling queries • Interest-free installment plan • Health and safety in the store and warehouse • Reporting and handling theft incidents At the same time, suppliers’ employees are supervised by the manager of each store to ensure compliance with regulations and procedures. In the event that any issues are identified, the person responsible at the time is notified to resolve and address them. The Human Resources Department is responsible for communicating with employees with a view to strengthening direct and meaningful communication with employees throughout the value chain. Ε mployees can promptly and directly communicate the issues that concern them through the Open Door Policy. BARBA STATHIS ensures that all third-party contractors operating on its premises fully comply with applicable laws and internal Health and Safety requirements, and that, prior to the commencement of any activity, a risk assessment is conducted and best practices are established, with all necessary safety measures implemented. The requirement for compliance is specified in the cooperation agreements, monitored through regular inspections, and any incidents are investigated and lead to the implementation of corrective actions. Furthermore, BARBA STATHIS ensures that its staff is properly trained and qualified, and that certified and well- maintained equipment is used. As part of its commitment to continuous improvement, the company develops and implements Health and Safety management systems in accordance with international standards, such as SEDEX/SMETA, ISO 45001, and SA8000. In 2025, there were no fatalities due to workplace accidents or occupational diseases. Suppliers’ working conditions and human resources practices affect the smooth operation of the supply chain. BARBA STATHIS is committed to the uncompromising protection of human rights throughout its value chain, ensuring that all employees, partners, and suppliers operate in an environment based on respect, dignity, and equal treatment. The company implements practices aligned with international principles and standards, including UN guidelines and the requirements of national and EU legislation, promoting working conditions free Annual Financial Report | January -December 2025 109 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report from any form of discrimination, forced or child labor. At the same time, the company ensures that employees have safe and healthy working conditions, fair pay, freedom of expression and the right to form trade unions, as well as access to mechanisms for reporting concerns without fear of retaliation. BARBA STATHIS extends this commitment to its partners, encouraging suppliers and subcontractors to apply the same principles and comply with the Supplier Code of Conduct. Through regular audits, the company seeks to continuously improve labor practices at all levels of the value chain. Furthermore, it has incorporated sustainable development criteria into its contracts, extending its commitment to all its suppliers, contractors, and partners. The Sustainable Development terms cover environmental, social, and governance issues, setting minimum requirements regarding, inter alia, environmental management and the responsible use of natural resources, respect for human rights and working conditions, as well as transparency, business ethics, and compliance with applicable laws. Through this framework, the company ensures that its entire supply chain operates in accordance with the principles of sustainable development and corporate responsibility. Finally, the company is certified under ISO 20400 for its Sustainable Procurement Management System. Through this system, the company strengthens risk and opportunity management, collaboration with suppliers, compliance with legislation, and the continuous improvement of procurement performance, contributing to the creation of a responsible and resilient value chain. The Group has not established specific targets regarding workers in the value chain. ESRS S4 - Consumers and end-users The Group’s approach The Group places significant emphasis on the protection and satisfaction of consumers and end-users, seeking to identify the specific impacts, risks, and opportunities associated with each of its target groups. The primary categories of consumers and end-users affected by the Group’s operations or through its value chain within the specialized retail segment (attica) include retail consumers (B2C), i.e. natural persons acquiring products through physical and digital channels, e-commerce consumers, i.e. individuals interacting exclusively through digital channels, such as social media, correspondence, and online stores, visitors and potential customers, i.e. individuals who do not complete a purchase but interact with physical or electronic points of sale. Regarding the IT segment, end-users of digital solutions, information systems, and cybersecurity services implemented for public and private sector organizations are also included. Specifically, for BYTE, customers include both Public sector entities (Ministries and public organizations, Municipalities and Regions, public enterprises and bodies), as well as private sector organizations (industry and large enterprises, trade and services, energy/utilities, transport and logistics, financial sector: banks, insurance, fintech, telecommunications and technology sectors: telecommunications/technology companies and ICT organizations). Regarding the food production and trade segment, BARBA STATHIS’s customers include major supermarket chains, distributors at both national and international levels, and more generally, retail and wholesale enterprises (B2B Business-to-Business). Correspondingly, consumers include the end-users of the products, namely households and individuals who purchase and consume the Company's products from retail points of sale. Through the Double Materiality Analysis, the following impacts, risks, and opportunities related to consumers and end-users were identified. Annual Financial Report | January -December 2025 110 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report ESRS S4 Consumers and end-users Subtopic Type IRO Description Impact Ensuring consumer health and safety through the implementation of (Actual / Positive) certified systems. Personal safety of consumers and/or end- Enhancing the company’s reputation and increasing customer trust and users Opportunity preference through proactive compliance with food safety regulations and standards (Specific to BARBA STATHIS). Information-related Non-compliance with data protection legislation (e.g., GDPR) carries the impacts for consumers Risk risk of fines, operational interruptions, and loss of trust from customers and/or end-users and partners. Policies The Group implements Policies and procedures aimed at establishing an effective approach in order to successfully manage the impacts, risks, and opportunities associated with consumers and end-users. Sustainable Development Policy The Sustainable Development Policy recognizes that long-term value creation requires the responsible management of economic, social and environmental impacts, as well as the consideration of stakeholders’ interests. The Policy is further elaborated in the section “ESRS E1- Climate Change”. Quality Policy The Quality Policy expresses the commitment to maintaining and enhancing consumer trust, with a primary focus on the consistent improvement of user satisfaction. The Policy focuses on providing reliable certification services, including the issuance, maintenance, and revocation of digital certificates, combined with specialized technical support and systematic updates to customers on technological developments related to security, quality, economy, and time requirements. The key strategic pillars reflected in the Policy include the continuous effort for prompt and high-quality service within the defined scope, the ongoing improvement of administrative support and internal processes, as well as human resources management through continuous training and incentives for more effective and higher-quality work. The Policy provides that executives have the responsibility to promote and communicate the Quality Policy, to ensure it is understood and applied across all activities, and to recognize, beyond formal requirements, the expectations of customers with the goal of achieving the most immediate and complete satisfaction possible. Human Rights Policy The Human Rights Policy reflects the commitment to the protection and promotion of human rights throughout all business activities and business relationships. For more information, please refer to the chapter on S1. Code of Conduct & Ethics The Code of Conduct and Ethics defines the framework of principles and rules governing the business conduct and the Company's relationships with stakeholders. The Code applies to and binds all employees of the Company and its subsidiaries without exception. Furthermore, its scope includes suppliers and business partners. For more information, please refer to the Governance chapter. BARBA STATHIS Consumer Health and Safety Policy BARBA STATHIS has established a Consumer Health and Safety Policy which reflects the company's steadfast commitment to providing consumers with safe and high-quality food, setting their health and safety as a non- negotiable priority. The company ensures the quality of its products at all stages of the production process. Specifically, from the primary segment and processing to packaging and distribution, the company applies risk Annual Financial Report | January -December 2025 111 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report prevention and control systems, such as HACCP, complying with applicable legislation and best practices for hygiene and quality. At the same time, the company systematically evaluates the effectiveness of the measures it implements and seeks continuous improvement, aiming to meet consumer expectations and strengthen their trust in its products. The policy is approved by Senior Management and is available on the company website. Personal Data Protection Policy The Personal Data Protection Policy aims to ensure the lawful, transparent, and responsible processing of personal data, in compliance with the current legislative framework. The Policy reflects the core processing principles and provides for procedures regarding the protection and exercise of data subjects' rights, as well as the management and notification of breach incidents. Specifically, in the event of an incident, an internal breach registry is maintained, which includes the nature of the incident and the corrective measures taken. The Data Protection Officer (DPO) proposes and monitors the implementation of preventive and corrective actions, aiming to prevent the recurrence of similar incidents and to continuously improve the data protection framework. The Policy applies to all activities involving the collection, processing, storage, and management of personal data and covers every natural person with whom the Company maintains a professional relationship, such as, indicatively, shareholders, partners, employees, suppliers, and other third parties. It applies to all departments and to everyone who has access to the data processed by the Company. The Data Protection Officer monitors the implementation of the policy and is directly accountable to the Regulatory Compliance Unit, reporting deviations or issues and proposing improvements when required. Finally, the Policy is fully aligned with the applicable European and National data protection framework, and in particular with the General Data Protection Regulation (Regulation (EU) 2016/679 and Law 4624/2019). At the same time, it takes into account secondary regulatory texts, opinions, and decisions of the Hellenic Data Protection Authority, as well as relevant guidelines from the European Data Protection Board. Management of issues related to consumers and end-users Ensuring the health and safety of consumers through the implementation of certified systems Consumer health and safety constitute a core priority for the Group. In this context, attica, with the aim of protecting consumers within its stores, has established and implements a procedure for incidents and accidents on its premises. In the event of an incident, the procedure provides for the immediate notification of the competent departments. Additionally, a Building Evacuation Plan has been developed for the facilities on Panepistimiou Street, which clearly defines the responsibilities of the person in charge of each floor, the evacuation officer, and all competent personnel, providing for a specific procedure to be followed. BARBA STATHIS implements a Consumer Health and Safety Policy aimed at ensuring the optimum quality and maximum safety of its products. For the Company, these principles constitute a fundamental value and a non-negotiable responsibility, through which it offers Greek consumers, on a daily basis, the purest and most valuable products of Greek land. At the same time, it consistently ensures, through strict controls, every stage of the production process — from primary production and processing to packaging and distribution — ensuring that its products reach the final points of sale safely and with the highest quality standards. The main purpose of the Policy is to develop and define the strategy, objectives, guidelines and appropriate measures aimed at the production, packaging and distribution of safe products across all stages of the primary and secondary sectors, thereby protecting consumers and ensuring that their expectations are met. Annual Financial Report | January -December 2025 112 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report BARBA STATHIS implements an integrated framework of actions aimed at consumer protection and the provision of valid and documented information. In parallel, it includes nutritional information on its product packaging in accordance with GDAs, thereby enhancing transparency towards consumers. BARBA STATHIS requires all its business partners to comply with the applicable national and EU legislation in order to ensure the protection of the final product and the consumer. In addition, it is the Company’s long-standing policy to produce modern, high-quality and fully safe products through fully controlled and documented processes. These products respond to consumers’ needs and expectations, while strictly complying with both national and international quality and safety standards. BARBA STATHIS implements a Sustainable Procurement Policy, as detailed in the chapter ESRS S2 Workers in the Value Chain. BARBA STATHIS maintains a comprehensive framework that ensures both the quality and the safety of its final products and is certified under ISO 9001 for quality management and ISO 22000 for food safety management. Additionally, the company is certified under the International Food Standard (IFS) and the British Retail Consortium (BRC) standard for food safety. Beyond these, the company holds the DIO ORGANIC CERT certification, which certifies compliance with organic production regulations, as well as the Roundtable on Sustainable Palm Oil (RSPO) certification, which ensures the responsible sourcing of palm oil from sustainable sources. Through these certifications, the company ensures the high quality and safety of its products at all stages of the supply chain, from raw materials to the end consumer. Non-compliance with data protection legislation Recognizing the risk arising from non-compliance with personal data protection legislation, the Group implements a Personal Data Protection Policy, as well as specific practices aimed at preventing data breaches. Attica maintains established terms and procedures governing transactions and related consumer rights, covering issues such as electronic orders, payments, returns, and replacements, as well as the click & collect service with specific provisions for cases of defective or non-conforming products. These terms apply to transactions with consumers through available channels and cover all consumers who perform or attempt to perform transactions. Furthermore, they inform users about the use of cookies and data for functional and analytical purposes and provide the user with the ability to control relevant preferences. The Policy concerns the use of digital channels/website and the associated collection of data during browsing. Within the framework of managing impacts and risks related to privacy and data processing, attica implements procedures that include the handling and notification of data breach incidents, established security measures, and a procedure for managing requests from natural persons. Additionally, BARBA STATHIS maintains a certified Information Security Management System in accordance with ISO 27001:2023; the companies BYTE, ADACOM & ADACOM Cyber Security CY, BLUESTREAM SOLUTIONS, and IDEAL Software Solutions maintain certified Information Security Management Systems in accordance with ISO 27001:2022, while ADACOM also maintains a Privacy Information Management System certified under ISO 27701:2019. Through these certifications, enhanced compliance with legislation and international standards is achieved, while the fundamental principles of information security are ensured: namely, the protection of data from unauthorized access or processing (confidentiality), the maintenance of their accuracy and completeness without alteration or loss (integrity), as well as the ability for timely and reliable access to information by authorized users when required (availability). In 2025, no personal data breaches of consumers and end-users were recorded, nor were there any human rights violations. Annual Financial Report | January -December 2025 113 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report Corporate reputation and the cultivation of enduring consumer trust and preference are strengthened through systematic and proactive compliance with the applicable regulatory framework and recognized food safety standards. Within this context, BARBA STATHIS implements a comprehensive set of actions aimed at ensuring the quality and safety of its products, while at the same time reinforcing its corporate credibility. A key element of this approach is the company-wide implementation of food safety management systems, such as HACCP, across all stages of the production and supply chain. More specifically, from primary production through to the final product, the Company adopts structured processes for the timely identification, assessment and prevention of potential risks, thereby ensuring their effective management. Through this holistic approach, consumer health is safeguarded and high quality standards are maintained, further strengthening consumers’ long-term trust. At the same time, it implements full product traceability procedures, which allow for the monitoring of every batch throughout its life cycle, enhancing the transparency and reliability of the supply chain. Traceability constitutes a fundamental tool for consumer protection, as it ensures the immediate identification and isolation of products in the event that deviations from food safety requirements are detected. In this context, BARBA STATHIS places particular emphasis on compliance with national and Union legislation, as well as with internationally recognized standards and best practices, adopting a proactive approach that goes beyond merely meeting regulatory requirements and aims for the continuous improvement of its processes. Furthermore, BARBA STATHIS maintains product recall and withdrawal procedures, which are activated immediately in the event that a potential risk to consumer safety is identified. These procedures, combined with control mechanisms, guarantee the effective management of incidents, minimizing potential impacts and further strengthening the trust of the consuming public. Finally, BARBA STATHIS is certified under ISO 9001 (Quality Management) and ISO 22000 (Food Safety Management), IFS, and BRC. Engagement and Communication with Customers IDEAL Holdings maintains a formal reporting and grievance management mechanism through its Whistleblowing Policy, which is available on the corporate website (whistleblowing-policy.pdf). The policy defines the available reporting channels, which include an electronic platform, a dedicated email address (whistleblowing@idealholdings.gr), postal mail, telephone communication (+30 210 5193 970), and the option for a personal meeting upon request. Attica has established communication channels and feedback mechanisms with customers, aiming for immediate and effective service, through the Customer Service Department, a dedicated info@atticadps.gr customer service telephone line (Stores & E-shop), electronic communication addresses (, eshop@atticadps.gr), a contact form on the official website (Contact us | attica), social media, and physical presence in stores via trained personnel. Customer views and comments are utilized to improve service quality, while the effectiveness of engagement is supported by feedback through Customer Service and stores, the monitoring of complaints and requests, as well as comments and reports on social media. Specifically, these channels are used for general inquiries regarding products, such as prices and availability, for procedural matters such as exchanges and returns, as well as for service complaints or information regarding operating days and hours. Communication with customers is organized by sales channel, with the Customer Service Department serving as the primary point of contact for online customers via electronic or telephone communication. For physical store customers, communication is supported by the store teams, with supplementary communication (telephone/electronic) provided where required. Annual Financial Report | January -December 2025 114 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report At ADACOM, communication with customers regarding requirements and requests is supported by the Sales Department both prior to project commencement and during implementation, utilizing established communication methods such as email, Teams, relevant contracts, and kick-off meetings involving Sales Representatives. The review and confirmation of customer requirements before project initiation (contract review) is implemented by Project Managers both before and during the course of the project, using the Project Management Office (PMO), kick-off meetings, and certificates of good execution as communication channels. The evaluation of customer experience is supported through an annual satisfaction survey using questionnaires sent to customers, where responses are recorded on a four-point qualitative scale, coded, and subjected to statistical processing. For the submission and management of complaints, a procedure exists allowing for submission via electronic communication or through the company's platform in the dedicated contact field (Contact us). At BYTE, communication is carried out electronically via corporate email addresses and through the corporate website, where general contact details and a contact form (Contact) are provided, as well as by telephone via central and departmental corporate phone lines. Interaction is also enhanced through direct communication within the framework of contractual relationships, such as meetings (in-person or remote) and communication with designated project or support managers. Communication is allocated to executives and teams depending on the subject matter. This process involves commercial and account management, executives, technical support staff, and project implementation teams, as well as other competent executives appointed within the framework of each respective collaboration or contract. There is no single, centrally defined role exclusively responsible for communication with the entire customer base. Additionally, a documented procedure is applied for handling complaints and non-conformities related to deliverables, services, and tasks. BYTE implements a procedure for technical customer service and the processing of repairs, ensuring that service and repair tasks are scheduled, monitored, and executed according to defined instructions and in alignment with customer requirements. Furthermore, it applies a Quotation – Order Intake and Contract Signing Procedure, ensuring that before an order is accepted or a contract is signed, the characteristics of the product/service, the financial and other terms are clearly outlined to the customer, and that the company is capable of meeting them. Finally, an Integrated Solutions Contract Processing Procedure is applied, so that contractual requirements are transferred to the relevant stakeholders, necessary compliance actions are scheduled, and tasks are executed as designed, including the required quality controls. This procedure applies to the planning, execution, and quality control of all integrated solution projects undertaken by the Company. BARBA STATHIS maintains multiple communication channels to collect feedback, opinions, and inquiries from the consuming public. Specifically, the company has established a toll-free Consumer Service Line, an electronic contact form via its website, an email address, social media platforms, as well as the products' points of sale. At the same time, the company conducts regular consumer satisfaction surveys, utilizing their results as a feedback tool for the continuous improvement of its products and services. A primary concern is the timely response to consumer needs and the immediate management of every request submitted through the available communication channels. Finally, the company ensures the ongoing information and awareness of the public on issues of nutrition and well-being, both through its digital communication channels and through mass media. Through its ISO 9001 quality management system, the company has established an independent procedure for communicating with the consuming public. Furthermore, the company maintains continuous communication with its customers both through the Sales Division, via physical presence or telephone contact, and through the Distribution Department. At the same time, BARBA STATHIS carries out regular visits to its customers' facilities and actively participates in industry exhibitions, strengthening its market presence and establishing relationships of trust with existing and potential customers. Furthermore, the company has established a reporting mechanism which also applies to customers, as defined by the Whistleblowing Policy described in the Business Conduct chapter. The available reporting channels include email Annual Financial Report | January -December 2025 115 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report (whistleblower@barbastathis.com), a dedicated platform for anonymous reports, a telephone line, as well as the submission of a written report via postal mail. Management of emerging issues, requests, and complaints At attica, complaints are submitted via email or contact form, telephone communication with the call center, opinion forms, or direct reporting at physical stores. Subsequently, they are investigated by the competent department, answered within predefined time limits, and monitored until final resolution. Regarding personal data protection issues, the option to contact the DPO is also provided, while consumers are informed that they may also submit a relevant complaint to the competent Hellenic Data Protection Authority. To prevent and address issues affecting customers, ADACOM S.A. implements functional management of customer requests and requirements before project commencement and during implementation, with a structured review and confirmation of requirements both before the start and throughout the project's progress. Relevant communication and documentation are supported through the provided means and tools, while the effectiveness of the approach is monitored through an annual customer satisfaction survey, involving the coding and statistical processing of results. To address issues expressed as complaints, a procedure for the submission and management of complaints is applied via electronic communication or through the corporate platform in the relevant contact field. BYTE implements procedures that support the timely identification, evaluation, and management of issues that may affect customers and end-users. Specifically, a procedure is provided for handling complaints and non- conformities regarding deliverables, services, or tasks, involving recording, case-by-case evaluation, escalation of serious matters to the competent hierarchy, and monitoring of progress at a quality assurance level, as well as the activation of corrective actions where required. Effectiveness is also monitored through periodic customer satisfaction reviews, conducted at least on an annual basis or upon contract completion for major customers, with documentation and archiving of the results. At the same time, a documented procedure is applied for technical service, maintenance, and warranty management, ensuring that repair tasks are scheduled, monitored, and completed in a defined manner, including the delivery and installation of repaired equipment and communication with the customer throughout the process. As a preventive measure before order acceptance or contract signing, a procedure is implemented which ensures that product or service characteristics, as well as financial and other terms, are clearly outlined to the customer. Concurrently, it is ensured that the company can meet these terms, while for integrated solution projects, a fulfillment framework is applied that includes planning, execution, and quality controls with corresponding documentation. BARBA STATHIS encourages all consumers to share their experiences and express their views, suggestions, and questions. The available communication channels are listed on all product packaging and include a toll-free telephone line, social media, email, as well as the contact form on the corporate website. The Consumer Service Center undertakes the management of requests and ensures seamless communication between consumers and the company. Requests are categorized by the Consumer Service Center based on their content, and the competent Departments are informed to conduct the necessary investigations. Concurrently, the significance of each incident, the response time, and the total corrective actions implemented by the relevant Departments are recorded in the reporting registry. Regarding consumers and end-users, the Group has not established specific targets. Annual Financial Report | January -December 2025 116 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report ESRS G1 - Business conduct The Group’s approach The Board of Directors of the parent company IDEAL Holdings bears overall oversight of business conduct and corporate ethics at Group level, within the framework of its responsibilities as set out in the Rules of Procedure. Management of each respective subsidiary is responsible for the implementation of relevant Policies and procedures, as well as for ensuring compliance with the current regulatory framework and internal regulatory requirements. Monitoring the correct implementation is supported by distinct Compliance, Risk Management, and Internal Audit functions, which operate with separate roles and independence. The administrative and senior management executives possess the knowledge and experience in matters of business conduct, regulatory compliance, and ethics, as evidenced by their role in the establishment, oversight, and implementation of Policies regarding conflict of interest, anti-bribery, grievance management, and personal data protection. This competence may be further enhanced through targeted training and the systematic involvement of the competent audit functions. Within the framework of the Sustainable Development Policy, and specifically the principles of corporate governance and responsible business conduct, the Company sets a target to enhance the knowledge and skills of the members of the Board of Directors and senior management executives regarding business ethics and regulatory compliance. The target concerns the participation of 50% of the members of the Board of Directors and senior management executives in at least one educational action by the end of 2027. Progress is recorded as a percentage (%) of executives who complete the relevant training. The scope of the target includes all the Company's activities and applies to all members of the Board of Directors and senior management executives involved in the establishment, oversight, and implementation of corporate governance policies (such as conflict of interest, anti-bribery, grievance management, and personal data protection). 2025 is defined as the base year, during which the initial level of participation is recorded. Monitoring the achievement of the target is carried out through the systematic recording of participation in educational actions, which are implemented either internally or with the assistance of external bodies. The methodology is based on administrative data (attendance records), while the educational themes are determined based on regulatory requirements, corporate governance needs, and ESG best practices. The target is reviewed on an annual basis within the framework of the overall ESG performance evaluation, taking into account any changes in the regulatory framework and the Company’s operational needs. During the base year (2025), the Company implemented educational actions on Anti-Bribery, Whistleblowing Management, and Personal Data Protection. These trainings were attended by 12.24% of the members of the Board of Directors and senior management executives. For more information regarding the CVs of the members of the Board of Directors, please refer to the Corporate Governance Statement, "Detailed curriculum vitae of the members of the Board of Directors and senior management executives." Procedures for identifying and assessing impacts, risks, and opportunities in business conduct issues The Group implements procedures for identifying and assessing risks related to business conduct within the framework of its risk management and internal control system. These procedures take into account the nature of operations, geographical presence, segment of activity, and transaction structure, aiming to identify risks associated with unethical behavior, conflicts of interest, corruption, and regulatory non-compliance. Annual Financial Report | January -December 2025 117 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report At the level of material subsidiaries, the aforementioned procedures are further specified through individual risk assessment mechanisms. Specifically, BARBA STATHIS implements an annual risk assessment process regarding bribery and corruption, aiming to identify areas of increased exposure and adopt appropriate prevention and control measures. Within this framework, "sensitive transactions" are recognized, and a specific approval process is applied for higher-risk cases, such as transactions with new suppliers, high-value transactions, transactions in high-risk countries, or cases with indications of a potential conflict of interest. This approach strengthens the systematic identification, assessment, and management of business conduct risks at the Group level. At the same time, at the investment analysis level, the Parent Company implements an Environmental and Social (E&S) due diligence procedure, which includes exclusion screening, regulatory compliance assessment, ESG data collection, site visits where required, and risk categorization. This procedure supports the identification and monitoring of risks that may affect the business conduct and compliance of portfolio companies. For more information, see section A) Responsible Investments. A Double Materiality Analysis was conducted, which also utilized the views of stakeholders, in order to identify the impacts, risks, and opportunities related to business conduct, yielding the following results. ESRS G1 Business conduct Subtopic Type IRO description Impact Establishing a compliant and ethical corporate culture strengthens the trust of Corporate culture stakeholders and Group employees. (Actual/Positive) Lack of strict measures or the lack of anti-bribery policies and controls can lead to fines, Corruption and bribery Risk legal consequences, and reputational damage. Absence of business continuity plans increases the risk of interruptions from unforeseen Entity-Specific Disclosure events (man-made disasters-external factors). The lack of structured processes in Risk - Business Continuity operations affects the time and efficiency required to complete services or projects. This results in increased operational and financial risks. Increased dependence on digital systems is accompanied by higher risks of Risk Entity-Specific Disclosure cyberattacks and data loss, resulting in reduced customer trust and loyalty. - Digital Transformation Leadership in digital transformation products creates growth opportunities in the Opportunity market. policies Corporate culture and business conduct IDEAL Holdings (Parent Company and Holding Group) IDEAL Holdings, as a Holding Company, has established and implements a framework of Policies and procedures aimed at ensuring ethical, lawful, and responsible business conduct, as well as cultivating a corporate culture based on transparency, integrity, and respect for rules. A central role in this framework is played by the Code of Conduct and Ethics, which is applied at the Group level and defines the fundamental principles governing the conduct of employees, management executives, and, where provided, partners. In this context, it has established a comprehensive framework of Business Conduct Policies, which aims to ensure the ethical, legal, and responsible operation of the Company and the formation of a corresponding corporate culture. These Policies are applied to the Parent Company and, where explicitly provided, at the Group level, and 18 are published on the official websites of both the Parent Company and its material subsidiaries . These policies are further specified at the level of material subsidiaries, depending on the scope and regulatory environment of each Company. Indicatively, the company BARBA STATHIS has developed a framework of Business 18 Specifically: attica, BYTE, and BARBA STATHIS by the 1/4/2025 decision of its Board of Directors. Annual Financial Report | January -December 2025 118 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report Conduct Policies covering, among others, compliance with competition rules, anti-fraud, conflict of interest management, grievance reporting and management, prevention of bribery and corruption, as well as information security and privacy. Through this framework, the cultivation of a culture of integrity, accountability, and lawful business operation is strengthened across the full range of its operations. Rules of Procedure The Rules of Procedure of the Parent Company constitute the institutional framework that regulates the structure, responsibilities, and operational procedures of the governing bodies and key organizational units, as well as the functioning of the Internal Control System. The Regulation aims to ensure sound corporate governance, compliance with the current regulatory framework, and effective risk management, including risks related to transparency, accountability, and the sustainable operation of the Company. Through its provisions, the Regulation is linked to significant sustainability aspects concerning the functioning of the governing bodies, oversight, regulatory compliance, and internal audit. The scope of the Regulation covers the Parent Company in its entirety and concerns the members of the Board of Directors, senior management executives, and the organizational units involved in governance, control, and compliance. The Regulation applies to all Company activities and operates complementarily to its other policies and regulatory texts. The responsibility for the approval, implementation, and supervision of the Rules of Procedure lies with the Board of Directors, which ensures that its provisions are applied through appropriate organizational structures, including the Compliance Unit, the Internal Audit Unit, and the Committees of the Board of Directors. The Regulation is based on the current national institutional framework for corporate governance and, in particular, the requirements of Law 4706/2020, as currently effective, and serves as a key point of reference for the organization and operation of the Internal Control System. The Rules of Procedure are made available to the competent bodies and executives of the Company and are updated whenever necessary to take into account changes in the regulatory framework or in the structure and corporate website operation of the Company. A summary thereof is posted on the official . Code of Conduct and Ethics The Code of Conduct and Ethics of the IDEAL Holdings Group, which was approved by the Board of Directors on 07.02.2022 and revised on 08.12.2023, constitutes the fundamental regulatory text reflecting the values, principles, and rules of responsible business conduct governing the operation of the Company and its subsidiaries. The Code aims to shape a common corporate culture across the Group, ensure compliance with the current legal and regulatory framework and guide employees and partners in decision-making when faced with ethical or regulatory dilemmas. Through its provisions, the Code is linked to significant sustainability impacts and risks, particularly regarding business ethics, conflict of interest, bribery and corruption, fraud, data protection, equal opportunities, occupational health and safety, and responsible relationships with third parties. Furthermore, it contributes to the prevention of behaviors that could damage the reputation and credibility of the Group. The scope of the Code covers all the Company’s and its subsidiaries’ operations, and it applies to all employees, regardless of hierarchical level or form of employment, partners, suppliers, and other external stakeholders with whom the Group maintains business relationships. The Code applies across all geographical areas where the Group operates and functions complementarily to more specific policies or procedures that may be established at the subsidiary level, without providing for any explicit exceptions. Responsibility for the adherence and implementation of the Code rests at the highest management level, with the Board of Directors approving and revising the text, while Directors and Managers have increased obligations Annual Financial Report | January -December 2025 119 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report regarding the promotion, integration, and daily application of its principles. Employees are required to be aware of and comply with the Code in the context of their duties. The Code is based on the current national and EU regulatory framework and, as explicitly stated, aligns with the ten principles of the UN Global Compact in the areas of human rights, labor relations, the environment, and anti-corruption. During its formulation, the interests of key stakeholder groups—such as employees, shareholders, customers, suppliers, and society—are taken into account through the provision of principles regarding equal treatment, respect for rights, transparency, and responsible business conduct. The Code is disclosed to employees upon their hiring and is made continuously available through its posting on the official corporate website. Conflict of Interest Policy - Procedures for Prevention and Mitigation The Rules of Procedure include integrated provisions regarding the prevention, identification, and mitigation of conflict of interest situations, which apply to the members of the Board of Directors, persons to whom Board responsibilities have been delegated, and senior executives of the Company. These provisions aim to ensure the integrity of decision-making, the protection of the Company's interests, and the prevention of situations that could undermine sound corporate governance. In this context, the aforementioned persons are obligated not to pursue personal interests that conflict with the interests of the Company and to disclose, in a timely and sufficient manner to the Board of Directors, any existing or potential conflict of interest arising during the performance of their duties. A disclosure is considered sufficient when it includes a clear description of both the relevant transaction and the personal interests associated with it, covering both existing and potential future conflicts. Furthermore, these individuals are required to disclose to the Board of Directors any personal or business relationship — either their own or that of their families—with third parties who collaborate with the Company. Furthermore, provisions exist regarding restrictions on activities conducted for personal or third-party accounts that pertain to purposes competitive or related to the Company’s objectives, as well as participation in corporate schemes pursuing such goals, except for explicitly provided exceptions. In cases where relevant authorization is required, a procedure is established for informing the Board of Directors and obtaining a decision from the General Meeting, following a recommendation by the Board. The persons, to whom the above regulations apply, are made aware of their relevant obligations, prior to assuming their duties, and commit to full compliance. The Board of Directors monitors the existence of actual or potential conflicts of interest on a regular basis and evaluates every disclosed or identified case, documenting the relevant judgment and making decisions regarding the existence of a conflict and the methods for its mitigation. During this process, the person concerned provides the necessary information and clarifications and, if they are a member of the Board of Directors, does not participate in the voting of the relevant decision. The above regulations constitute an integral part of the Rules of Procedure and function complementarily with the Company's broader corporate governance framework. It is noted that every material subsidiary of the Group maintains provisions for matters related to the management of conflicts of interest. It is noted that BARBA STATHIS has established a Conflict of Interest Policy, which defines the framework for identifying, preventing, and managing actual and potential conflicts of interest. The Policy covers, among others, cases of family and kin relationships, the exercise of parallel activities, and Policy activity. Annual Financial Report | January -December 2025 120 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report The objective of the Policy is to establish substantive rules that delineate conflict of interest within the organization, in order for the competent administrative, management, and supervisory bodies to be able: • To identify, assess, prevent, manage, address, or avert existing and potential conflict of interest situations in their activities and, consequently, • To ensure that governing bodies are able to make prudent, objective, and independent decisions for the benefit of the company and the achievement of its objectives, while also ensuring the required diligence of their members and the promotion of the corporate interest. Training Policy for Board Members and Executives At the same time, the Rules of Procedure include provisions regarding the training and ongoing professional development of the members of the Board of Directors, managers, and other executives of the Parent Company, recognizing that human capital is a fundamental factor for competitive advantage and effective corporate governance. These provisions aim to ensure high-quality staffing of the governing bodies and critical operations— particularly those involved in internal audit, risk management, regulatory compliance, and information systems— through the continuous development of knowledge and skills. At the Board of Directors level, it is provided that, with the assistance of the Nomination Committee and based on the provisions of its Charter and the Suitability Policy for Board Members, the Board decides on the development and implementation of induction training programs for its new members. Furthermore, the Board of Directors may decide to conduct training programs for its members in other instances when a relevant need is identified, particularly taking into account the results of individual and collective evaluations, as well as developments in corporate governance and the regulatory framework. Correspondingly, for the management and other executives of the Company, it is provided that the executive members of the Board of Directors decide on the development of induction training programs for new executives, as well as on the conduct of training programs in any other case deemed necessary. When making these decisions, factors such as executive evaluation results and changes in the legislative and regulatory framework related to their responsibilities are taken into account, while the assistance of organizational unit heads or the Nomination Committee may be requested. Through the aforementioned provisions, the aim is to ensure that the Company possesses Board members and executives with a high level of training and specialization, who contribute substantially to the achievement of its business objectives and the promotion of the corporate interest. These provisions are an integral part of the Rules of Procedure and do not constitute a standalone Training Policy but rather function complementarily within the Company's broader corporate governance framework. Whistleblowing Policy The Whistleblowing Policy of the Company, which was approved by the Board of Directors on 08.12.2023, defines the framework of principles, procedures and mechanisms through which the Group receives, processes and investigates named and anonymous reports concerning irregularities, omissions or criminal acts falling within the scope of Union and national legislation. The objective of the Policy is to ensure a high level of ethical and professional conduct, zero tolerance for illegal or non-compliant practices, the prevention and mitigation of compliance and legal risks, as well as the protection of the reputation and credibility of the Group. The implementation of the Policy is supported by systematic record-keeping, the qualitative and quantitative analysis of reports and the regular informing of the competent governance bodies, for the purpose of identifying recurring or systemic issues and taking corrective actions. The Policy applies to all Group companies and covers the entirety of its operations. The right to submit reports is held by employees under any form of employment relationship, members of the Board of Directors and shareholders, contractors, subcontractors, suppliers, customers, trainees, former employees, as well as any third Annual Financial Report | January -December 2025 121 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report person possessing relevant information. Explicit exceptions are provided for cases covered by special confidentiality regimes, as well as for customer complaints regarding the quality of products or services, which are managed through other provided procedures. Responsibility for the implementation and supervision of the Policy rests at the highest governance level of the Group. The Regulatory Compliance Unit is responsible for the monitoring and annual review of the Policy, the Report Evaluation Committee for the evaluation and handling of reports, while the Audit Committee and the Board of Directors are informed of significant matters arising from its implementation. The Policy complies with Directive (EU) 2019/1937, Law 4990/2022 and the implementing Joint Ministerial Decision 47312/18.11.2023, as well as with the applicable framework for the protection of personal data. The processing of personal data within the context of the submission and management of reports is governed by a specific Privacy Notice for the processing of personal data, which explicitly defines the categories of data, the purposes and legal basis of the processing, the recipients, the data retention period, as well as the rights and applicable restrictions of the data subjects. When defining and implementing the Policy, the interests of key stakeholders are taken into account through the provision of measures for the protection of anonymity and confidentiality, prohibition of retaliation and ensuring impartial treatment of all parties involved, provided that reports are submitted in good faith. The Policy is made available to potentially affected and involved stakeholders through its communication to personnel and its posting on the company’s website, while multiple and accessible reporting channels are provided. In more detail: Reports can be submitted in one of the following ways: https://whistleblowing.idealholdings.gr/#/ • either through the electronic platform • either in writing via post to the postal address 25 Kreontos St., Athens, 10442 with the indication "Report of Law 4990/2022" • either via electronic mail (e-mail) at the address whistleblowing@idealholdings.gr • either by telephone at the number +30 210 5193 970 where calls are answered by an answering machine and recorded with the consent of the reporting person. In this way, it is ensured that both the persons who may be affected by breaches and those who are called upon to contribute to the implementation of the Policy have full and timely information regarding its content and procedures. In alignment with the Whistleblowing Policy of the IDEAL Holdings Group, the subsidiary "attica" implements an individual specialization regarding the reporting channel, taking into account its organizational and operational specifications. Specifically, relevant reports are submitted via electronic mail at the address whistleblowing@atticadps.gr, with the Human Resources Director of the Company as the sole recipient, who has been designated as the Reporting Officer. In all other respects, the Company fully implements the group reporting framework, without deviation regarding the principles of protection of reporting persons, the prohibition of retaliation, confidentiality and the applicable regulatory framework. Corresponding Reporting Policies, aligned with the Policy of the parent Company, are also maintained by the other material subsidiaries of IDEAL Holdings, as identified above. Specifically, the Company BARBA STATHIS implements a Policy for the submission and management of reports and complaints, which provides for the possibility of submitting reports both identified and anonymously, through alternative internal channels available not only to employees but also to external stakeholders. The available channels include, among others, electronic mail, an anonymous complaint platform, telephone communication, complaint boxes and postal delivery. The Policy ensures confidentiality, the protection of personal data and the Annual Financial Report | January -December 2025 122 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report protection of reporting persons from retaliation, while it provides that reports are investigated with objectivity and impartiality by designated management bodies. At the same time, the Company has developed a training program for employees regarding the method of submission, management and investigation of reports, enhancing the operational effectiveness of the relevant mechanism. Related Party Transactions Policy The Company and its subsidiaries implement a Related Party Transactions Policy, for the purpose of compliance with Articles 99 to 101 of Law 4548/2018 and ensuring that these transactions are conducted with transparency, on a purely commercial basis and on arm’s length terms. The Policy aims at preventing risks of regulatory non- compliance and ensuring the correctness of financial disclosures. Prior to the conclusion of any transaction with a related party, it is examined whether a specific authorization is required according to the law or if the transaction falls within the provided exceptions. Where required, the authorization is granted by the Board of Directors or, as the case may be, by the General Meeting of shareholders, while the Company proceeds with the required announcements and disclosures. The Board of Directors regularly evaluate transactions with related parties and the terms of their conduct, without the participation of the related parties who are members thereof. Monitoring and confirmation of transactions is carried out by the Financial Services Department, through standardized procedures and specific confirmation forms, while the relevant data are reconciled with the accounting books. The required disclosures are included in the six-month and annual financial statements in accordance with IAS 24 and IFRS, are audited by the Statutory Auditors and are subject to audit by the Company’s Internal Audit Unit. Personal Data Protection Policy The Personal Data Protection Policy of IDEAL Holdings, which was approved by the Board of Directors and applies across the Company’s operations, establishes the framework of principles, rules and procedures for the lawful, transparent and responsible processing of personal data, in compliance with Regulation (EU) 2016/679 (GDPR), Law 4624/2019 and the related national and European regulatory framework. The objective of the Policy is to ensure the protection of personal data, enhance transparency in processing procedures, safeguard the rights of data subjects and prevent data breach incidents. The Policy covers the entire life cycle of personal data processing, including collection, recording, organization, storage, use, transmission and write-off, in both electronic and hard-copy form. It applies to all departments of the Company and concerns every natural person with whom the Company maintains a professional relationship, such as employees, partners, shareholders, suppliers and other third parties who have access to personal data within the context of its operations. Implementation and supervision of the Policy are assigned to the Company’s highest governance level. The Data Protection Officer has a central role in coordinating compliance, monitoring the Policy’s implementation, informing and guiding personnel, as well as cooperating with the competent supervisory authority. At the same time, clear responsibilities are provided for the Information Security Officer and other involved organizational levels, while the Board of Directors approve and supervise the Policy and any revisions thereof. The Policy is based on the fundamental principles of personal data processing, such as lawfulness, fairness, transparency, purpose limitation, data minimization, accuracy, storage limitation, integrity, confidentiality and accountability. For this purpose, the Company maintains a record of processing operations, implements technical and organizational security measures and provides for procedures for the prevention, identification and management of personal data breach incidents, including notification to the competent authorities and, where required, to the data subjects. Annual Financial Report | January -December 2025 123 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report When defining and implementing the Policy, the interests and rights of the data subjects are taken into account, through the provision of clear procedures for exercising the rights of access, rectification, erasure, restriction, objection and portability, as well as through the application of restrictions only to the extent required to ensure compliance with the law and the protection of the rights of third parties. official corporate website The Policy is communicated to the Company’s employees and is posted on the , while it is reviewed and updated on an annual basis or whenever required due to changes in the regulatory framework or the Company’s operations, ensuring continuous compliance and its effective implementation. It is noted that the material subsidiaries of the Group maintain autonomous Data Protection Policies in compliance with the regulatory framework and group practice. Anti-Bribery and Anti-Corruption Policy The Group has established an Anti-Bribery Policy, approved by the Board of Directors on 08.12.2023, for the purpose of preventing, deterring and detecting incidents of bribery, corruption and other non-compliant practices across its operations. The Policy reflects the Company’s commitment to zero tolerance for bribery, compliance with the applicable legislative and regulatory framework and ensuring high standards of ethical and professional conduct, aiming at mitigation of compliance, legal and reputational risks that could affect its sustainability and credibility. Implementation of the Policy is supported through monitoring mechanisms, record-keeping, audit and regular training of personnel. The Policy applies to the entirety of the Group and covers the Management Team, employees, as well as the Group's counterparties, regardless of role or collaborative relationship. Its scope extends to all business activities and transactions, including transactions with government officials, private entities and natural persons, as well as matters of corporate hospitality, provision of gifts and conflicts of interest, taking into account the principle of proportionality and the characteristics of each activity. Responsibility for the establishment, monitoring and review of the Policy rests at the highest governance level of IDEAL Holdings. The Policy is proposed by the Regulatory Compliance Unit, validated by the Audit Committee and approved by the Board of Directors, while the Regulatory Compliance Unit has been designated as responsible for monitoring its implementation, conducting audits, managing relevant matters and reporting directly to the Audit Committee and the Board of Directors. The Policy is aligned with the applicable Greek and European legislation on anti-bribery and anti-corruption, as well as with international standards and texts, such as the OECD Convention on Combating Bribery. At the same time, it specifies the principles included in the Group's Code of Conduct and is integrated into the broader corporate governance and compliance system. When defining and implementing the Policy, the interests of key stakeholders are taken into account through the universal prohibition of bribery practices, encouragement of good faith reporting of incidents without fear of retaliation, ensuring confidentiality and provision of disciplinary sanctions in cases of breaches, in accordance with the principle of proportionality. The Policy is communicated to all the Company's employees and is made available to them through internal corporate channels, while it is posted in an updated form on the intra-corporate website. At the same time, conduct of training actions is provided for, with the aim of understanding the content of the Policy and enhancing official corporate website awareness on matters of bribery and corruption. The Policy is posted on the . It is noted that the material subsidiaries of the Company also maintain autonomous Anti-Corruption and Anti- Bribery Policies in compliance with the regulatory framework and group practice. BARBA STATHIS implements an Anti-Bribery and Anti-Corruption Policy based on the principle of zero tolerance against every form of corruption, bribery, receipt of bribes and extortion. The Policy provides for clear prohibitions, Annual Financial Report | January -December 2025 124 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report including facilitation payments, political donations and other illicit benefits, while at the same time establishing rules for the management of gifts, hospitality, charitable donations and sponsorships. Within the context of its implementation, the Company identifies potential risk areas related to phenomena of corruption and bribery and aligns the relevant management system with the requirements of the ISO 37001 standard. Furthermore, the Company BARBA STATHIS implements a system for the prevention, detection, investigation and response to incidents of corruption and bribery, which includes internal controls, an annual assessment of relevant risks, a procedure for identifying "sensitive transactions" and specific approval mechanisms for cases of increased risk. Relevant reports from employees or third parties are managed with confidentiality by the Regulatory Compliance Unit, with the assistance of the relevant Units and Departments as the case may be, while the implementation of the Policy is supported by a training program and an open communication line with the competent compliance officers. Anti-Money Laundering Code The Company and its subsidiaries have established and implement a standalone Policy for the prevention and suppression of money laundering and terrorist financing. The Company’s Policy was approved by the Board of Directors at its meeting on July 15, 2024. The Policy has been drafted in accordance with the current national institutional framework, specifically Law 4557/2018, as codified by Law 5090/2024, and aims to establish an adequate and effective framework for protecting the Company and the Group companies against the risk of their products and services being exploited for money laundering purposes. Through this Policy, the Company seeks to comply with the requirements of the competent supervisory authorities, prevent legal and administrative sanctions, and safeguard its reputation and credibility. The Policy applies across the Company's operations and commercial transactions and covers all the members of the Board of Directors, executive officers, employees regardless of position and rank, as well as third parties cooperating with the Company, such as suppliers, subcontractors, customers, and other business partners. The principles and obligations of the Policy apply universally and are expected to be respected in every interpersonal or transactional contact associated with the Company’s operation. The responsibility for the approval, supervision, and revision of the Policy rests with the Board of Directors, which appoints a Compliance Officer for the prevention and suppression of ML/TF (Money Laundering/Terrorist Financing) risk. The Compliance Officer possesses independence, unhindered access to all necessary information, and the authority to identify, assess, and monitor relevant risks, design and coordinate appropriate mitigation measures, manage complaints and reports, and recommend corrective actions to Management and the Board of Directors. It is explicitly provided that the Compliance Officer may be an executive of the Group's Parent Company, a fact that demonstrates a functional link between the Policy and regulatory compliance structures at the Group level. Within the framework of the Policy's implementation, a clear allocation of roles and responsibilities is provided between the Board of Directors, the Compliance Officer, the Legal Department, and the Internal Audit Unit, which conducts audits and manages confidential reports related to potential money laundering incidents. The Policy describes the basic stages of money laundering, indicative examples of suspicious or controlled activities, and the investigation procedures in the event of reasonable suspicion, with respect for the rights of the persons involved. The Company implements an incident reporting and monitoring system, encouraging the submission of reports in good faith regarding suspicious transactions or breaches. Reports are submitted either identified or anonymously, and multiple communication channels are provided, including electronic mail, a dedicated electronic platform, a telephone line, complaint boxes, and postal correspondence. In this context, the use of channels operating at the Parent Company level is explicitly provided for, such as the email address whistleblowing@idealholdings.gr and the corresponding electronic platform, a fact which reflects the functional integration of the reporting mechanism at the Group level. Annual Financial Report | January -December 2025 125 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report The Policy explicitly provides for ensuring confidentiality, protection of the anonymity of reporting persons, and prohibition of retaliation, as well as protection of the persons concerned. Processing of personal data within the framework of the Policy is carried out in accordance with the applicable national and Union legislation and the Company’s applied Personal Data Protection Policy. The Policy is communicated to the entirety of the involved personnel through posting on the corporate website and via electronic means, while the Compliance Officer ensures provision of training and continuous updates. Its effectiveness and appropriateness are assessed on an annual basis and are subject to extraordinary review in the event of significant organizational, operational, or regulatory changes. In addition, at the subsidiary level, BARBA STATHIS implements an Anti-Fraud Policy, which aims at prevention, identification, reporting, and investigation of fraud incidents, as well as phenomena of money laundering from illegal activities, strengthening the broader regulatory compliance and business integrity framework of the Group. Actions Corporate Culture Dissemination Overall, the corporate culture of the IDEAL Holdings Group is promoted through the implementation of the aforementioned Policies, the internal control and regulatory compliance mechanisms, as well as through training and awareness program for personnel on business conduct matters. This approach is also reflected at the level of material subsidiaries, such as the Company BARBA STATHIS, where business conduct Policies are approved by Senior Management and are framed by training and awareness actions for personnel on matters of ethics, integrity, and responsible business conduct, aiming at the substantive integration of the relevant principles into the corporate culture. In addition to the aforementioned Policies and regulatory provisions, the Group approaches business conduct and corporate culture matters in a systemic and unified manner, ensuring that the principles of integrity, transparency, regulatory compliance, and accountability are integrated into the operations of both the Parent Company and the individual subsidiaries. Corporate culture is cultivated through the clear allocation of roles and responsibilities, supervision by the highest governance bodies, the operation of independent regulatory compliance and internal control mechanisms, as well as the systematic information and training of the members of the Board of Directors, executive officers, and employees. The mechanisms for detecting, reporting and investigating incidents of non-compliant or unethical conduct are implemented through institutionalized procedures, which cover both internal and external stakeholders and ensure the confidentiality, objectivity and documentation of the investigation. The protection of reporting persons is ensured in accordance with the applicable national framework transposing Directive (EU) 2019/1937, through internal reporting channels, designation of competent persons and explicit measures to prevent retaliation. Beyond the management of reports, the Company implements procedures for the investigation of business conduct incidents, including incidents of bribery and corruption, which are supported by the Regulatory Compliance Unit and Internal Audit operations and are supervised by the competent governance bodies, ensuring their timely and independent examination. Training on business conduct matters is part of the broader framework for the education and training of the members of the Board of Directors and executive officers, as provided for in the Rules of Procedure, and is achieved through targeted information and awareness actions linked to the applied policies. Regarding the Code of Ethics and Business Conduct, which serves as the primary guide for business conduct for IDEAL Holdings, the information of employees begins as early as the induction stage into the Group companies, through the sending of informational emails to newly hired employees, which include access to the entirety of the corporate Policies, including the Code of Conduct. Annual Financial Report | January -December 2025 126 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report At the same time, mandatory training is implemented on an annual basis on critical themes pertaining to corporate governance and regulatory compliance, such as cybersecurity, business continuity, anti-bribery, and data protection. The training is conducted in two (2) consecutive online sessions, in order to ensure the participation of the entirety of the personnel employed at the Company's headquarters — namely the personnel of the Parent Company and the companies ADACOM and IDEAL Software Solutions — as well as the personnel of ADACOM CY. It is noted that, during the reporting year of this Report, within the framework of the systematic risk identification and assessment process of the Parent Company, specific functions with increased exposure to bribery and corruption risks were identified as part of their mapping for the needs of the Anti-Bribery Management System according to the ISO 37001 standard. This identification was based on documented risk scenarios and specific vulnerabilities related to the nature of transactions and the level of involvement in critical financial and commercial processes. In this context, the Company proceeded with the implementation of targeted training actions, strengthening the prevention, early identification, and management of relevant risks. At the same time, matters pertaining to animal welfare are not deemed applicable to the Parent Company, taking into account the nature of its activities as a Holding Company. The implementation of the business conduct Policy and procedural framework is supported by existing management and control systems, which at the level of the Group and its portfolio companies are aligned with internationally recognized standards. Indicatively, the parent company IDEAL Holdings holds certifications under ISO 22301:2019 for business continuity management, ISO 14001:2015 for the environmental management system, ISO 37001:2016 for anti-bribery, ISO 45001:2018 for occupational health and safety, and the ISONIKE ESG MS Standard:2025 Management System, while individual subsidiaries hold additional certifications, such as ISO 27001:2022 for information security, ISO 9001:2015 for quality management, ISO/IEC 20000-1:2018 for IT service management, and ISO 27701:2019 for privacy information management. These standards operate complementarily to the institutional and policy framework described above and enhance systematic approach, transparency, and accountability in the management of business conduct matters, without substituting the applied policies. The effectiveness of the business conduct framework is assessed on an annual basis through the review of internal audit findings, the analysis of reports submitted through the institutionalized channels, the monitoring of training indicators, and the assessment of compliance with the applied Policies, aiming at the timely identification of systemic issues and the implementation of corrective actions where required. This way, the Group shapes and transforms a corporate culture based on responsibility, compliance with the regulatory framework, and respect for stakeholders, ensuring that business conduct matters are addressed with consistency and a unified approach. Supplier Relationship Management IDEAL Holdings, as a Holding Company with a diversified portfolio of activities, approaches Supplier Relationship Management through a combination of principles and specialized corporate Policies, which take into account the nature, complexity, and risk of each activity. This approach aims at ensuring responsible, transparent, and compliant practices throughout the supply chain, as well as mitigating risks associated with business conduct, human rights, environmental issues, and regulatory compliance. In this context, the material subsidiaries of the Group have established autonomous regulatory texts governing relationships with suppliers, which align with the principles of the Parent Company and incorporate environmental, social, and ethical criteria. These policies operate complementarily to the Code of Conduct and other horizontal regulatory compliance frameworks, while at the present stage, there is no unified group procurement Policy. Annual Financial Report | January -December 2025 127 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report Sustainable Procurement Policy (BARBA STATHIS) BARBA STATHIS recognizes the importance of ethical and sustainable practices throughout its entire value chain. The Company is committed to sustainable practices that form an integral part of the way it conducts its operations. It acknowledges that it maintains a broad and diverse range of suppliers and, therefore, it is imperative to operate under a sustainable procurement framework aligned with the highest ethical and professional standards. This Policy aims to establish the fundamental principles and values that govern BARBA STATHIS's sustainable procurement process, with which suppliers are expected to align when participating in procurement activities relating to the Company. The Sustainable Procurement Policy promotes the adoption of environmentally friendlier and safer practices and processes for human health across the entire supply chain system. It reflects the compliance and respect of businesses towards shared human values and their adaptation to the requirements of the consumer public, which constitutes the critical driver of economic growth. The Policy applies to the full range of employees, partners, and suppliers with whom the Company cooperates, regardless of the nature of the supplies or their place of operation. The Policy is approved by Senior Management. Supplier Code of Conduct (BYTE COMPUTER S.A.) BYTE implements a Supplier Code of Conduct, which defines the minimum binding behavioral requirements that its suppliers and partners must adhere to throughout the supply chain. The Code covers matters of business integrity, zero tolerance for bribery, corruption, and money laundering, respect for human rights, prohibition of child and forced labor, occupational health and safety, equal treatment, and environmental compliance. The purpose of the Code is to prevent and mitigate risks arising from supplier practices that could adversely impact the Company's compliance, reputation, and sustainability. The Code applies to all the suppliers and partners and is incorporated into contractual relationships, constituting a fundamental prerequisite for cooperation. Compliance with the Code is monitored through supplier evaluation processes, audits, and non-compliance reporting mechanisms. The responsibility for monitoring and updating the Code rests with the competent functions of the Company, while in cases of serious or repeated violations, provision is made for taking corrective measures or even terminating the cooperation. The Code is communicated to suppliers and serves as a primary tool for aligning BYTE's supply chain with the principles of responsible business conduct and sustainable development. The implementation of different, yet aligned, frameworks at the subsidiary level reflects the Group's decentralized and diversified business model and allows for more effective management of risks and opportunities in the supply chain. Within the framework of the further maturation of the corporate governance framework, the enhancement of the integration of relevant Policies at the Group level is being considered, where deemed appropriate. Prevention and Detection of Corruption and Bribery IDEAL Holdings S.A. and its material subsidiaries implement a system for the prevention, detection, investigation, and response to incidents of bribery and corruption, which is based on a combination of group Policies, corporate regulatory texts, and distinct regulatory compliance and internal audit functions. This system aims to ensure the integrity of business practices, timely identification and management of corruption risks, and compliance with the applicable national and Union regulatory framework. Prevention and detection procedures include the clear definition of unacceptable practices, restrictions and rules regarding gifts, hospitality, and other benefits, obligations for the disclosure and management of conflicts of interest, as well as the existence of functional reporting mechanisms. The submission, management, and investigation of complaints or suspicious incidents are carried out through the Group's Whistleblowing Policy, with Annual Financial Report | January -December 2025 128 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report the participation of competent regulatory compliance and internal audit functions, ensuring that investigations are conducted independently of the operational hierarchy that may be involved in the respective matter. The responsibility for supervising the bribery and corruption prevention and detection framework rests at the highest governance level. The results of significant investigations, as well as the conclusions arising from the implementation of the relevant procedures, are disclosed, as appropriate, to the Board of Directors and the Audit Committee within the scope of their supervisory authority. The effectiveness of the system is supported by record- keeping, the analysis of reports, and the taking of corrective or preventive measures where required. Policies and relevant procedures are communicated to all employees and executive officers through internal information channels and the corporate website, ensuring accessibility and understanding of the obligations arising from them. At the same time, training actions on anti-bribery and anti-corruption matters are implemented on an annual basis, within the framework of the Anti-Bribery Management System adopted by the Group in accordance with the internationally recognized ISO 37001:2016 standard. These trainings are integrated into the organized framework for the prevention, detection, and response to bribery phenomena and aim to enhance the understanding of relevant Policies, procedures, and regulatory requirements by the human resources. As mentioned above, the entirety of the personnel employed at the Group's headquarters, including the Parent Company and the companies ADACOM, IDEAL Software, and ADACOM CY, received training on anti-corruption and anti-bribery matters, as well as on the Code of Conduct. Furthermore, forty-seven (47) employees were trained on matters regarding reporting mechanisms and the protection of reporting persons. Additionally, six (6) members of the administrative, management, and supervisory bodies received training on anti- corruption and business ethics matters, strengthening the supervision and understanding of relevant risks at the management level. The entirety (100%) of the operations identified as potentially exposed to corruption and bribery risks was covered by the relevant training programs. The trainings include both basic awareness programs and specialized actions of increased duration, such as certifications and thematic programs on corporate governance and regulatory compliance, allowing for the coverage of different levels of responsibility and expertise. Training on business conduct matters is monitored through relevant participation and coverage indicators, while the results are utilized for the further development and adaptation of the training programs. At the same time, specialized trainings were implemented on regulatory compliance and market integrity matters, such as training on the Market Abuse Regulation (MAR), as well as programs that enhance the understanding of business ethics and corporate culture, such as Auditing Culture and Business Ethics. Regarding the Group’s material subsidiaries, it is noted that during the reporting year, at "attica," training actions were implemented on anti-corruption, business ethics, and compliance matters, in which 101 employees participated. At the same time, the Company BARBA STATHIS implements a structured training program on business ethics, anti-corruption, and the protection of whistleblowers. During the reporting period, all employees (664 employees) participated in anti-corruption and anti-bribery training, while 65 members of the administrative, management, and supervisory bodies received relevant training, covering the entirety of senior management. Correspondingly, all the employees and members of management participated in training on the Code of Conduct. Furthermore, all the employees were trained regarding the Whistleblowing Policy, while 13 hours of training were recorded for the competent officers responsible for the implementation of this Policy. This approach supports the strengthening of the compliance culture and the systematic prevention and early detection of corruption incidents. Annual Financial Report | January -December 2025 129 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report Metrics and Targets Incidents of Corruption and Bribery During the reporting period, no confirmed incidents of bribery or corruption involving the Company or its subsidiaries were recorded, nor were there any convictions or fines for violations of the relevant legislation. Political Influence and Lobbying Activities The topic of Political Influence and Lobbying Activities has not been identified as material for the Group within the framework of the double materiality assessment. The Company does not engage in political influence activities, nor in funding or benefits to political parties, political organizations, or candidates, whether directly or indirectly. This approach is fully aligned with the current national legislative framework and, in particular, with Law 3023/2002, as amended, which explicitly prohibits the funding of political parties and political candidates by private legal entities. Consequently, the Parent Company and its subsidiaries do not make monetary or in-kind political contributions, and no relevant Policy or procedure for managing political contributions exists. Furthermore, a review of the applied Codes of Conduct, Anti-Bribery Policies, and Business Conduct Policies of the Parent Company and its subsidiaries reveals no provision or practice related to lobbying or political influence activities. On the contrary, these texts include general principles of legality, integrity, and compliance with the regulatory framework, which preclude participation in practices that could constitute improper political influence. It is noted that the Group and its constituent Companies are not registered in the European Union Transparency Register, nor in any corresponding national register, as they do not engage in lobbying activities. During the reporting period, there were no appointments of members to the administrative, management, or supervisory bodies who held a corresponding position in public administration or a regulatory authority during the two preceding years. Payment practices IDEAL Holdings The Company monitors payment practices toward suppliers within the framework of sound business conduct and compliance with agreed contractual terms. During the reporting period, the majority of payments to suppliers were carried out within short periods from the commencement of the contractual or legal payment deadline. Regarding the Company, during the reporting year, the average invoice settlement time amounted to fifteen (15) days from the commencement of the contractual or legal payment deadline. In total, two thousand seventy-nine (2.079) payments were made, 100% of which were carried out within the agreed payment terms. No pending legal proceedings related to late payments were recorded. Subsidiaries BYTE Regarding BYTE, during the reporting period, the time to settle invoices from the commencement of the contractual or legal payment term ranged between 0–30, 0–60, and 0–90 days, depending on the agreed terms. In total, 4,149 payments were made. The standard payment terms for the primary categories of suppliers are also set within a range of 0–30, 0–60, and 0–90 days, depending on the nature and terms of the cooperation. With respect to pending legal proceedings concerning late payments, there are outstanding cases from previous years (old cases). Annual Financial Report | January -December 2025 130 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report ADACOM & ADACOM CY Regarding ADACOM S.A., during the reporting period, the average time to settle invoices from the commencement of the contractual or legal payment term amounted to 15 days. The Company carried out a total of 3,310 payments, 100% of which were made in accordance with the established standard payment terms. Correspondingly, 100% of payments were aligned with the standard payment terms, demonstrating consistent adherence to contractual obligations toward its suppliers. The standard payment terms for key suppliers are set at 45 days, depending on the supplier category. As of the reporting date, there were no pending legal proceedings related to late payments. Regarding ADACOM CY, the average time to settle invoices from the commencement of the contractual or legal payment term amounted to 15 days. A total of 253 payments were carried out, with 100% of these executed within the standard payment terms, demonstrating the Company's full alignment with its contractual obligations toward suppliers. The standard payment terms for the primary categories of suppliers are set at 34 days, depending on the nature of the cooperation. As of the reporting date, there were no pending legal proceedings related to late payments. attica Regarding the Company, information is provided on payment practices toward suppliers, aiming to ensure transparent and consistent transactional relationships, including small and medium-sized enterprises (SMEs). During the reporting period, the average time to settle invoices from the commencement of the contractual or legal payment term amounted to 293 days. In total, 7,157 payments were carried out. 99% of payments were made based on the standard payment terms, while 1% of payments were not aligned with them, indicating limited deviations from agreed practices. The standard payment terms for the primary categories of suppliers include prepayment or settlement up to 120 days from the issuance of the invoice, depending on the nature of the cooperation and the agreed commercial practices. As of the reporting date, there were no pending legal proceedings related to late payments. BARBA STATHIS Regarding the Company BARBA STATHIS, the primary payment processing periods have been established at thirty (30), sixty (60), and ninety (90) days, depending on the payment terms and the nature of the suppliers and partners. During the reporting period, a total of 6,835 payments were carried out, of which 1,172 were made based on the standard payment terms, while 17% of total payments were aligned with them. No pending legal proceedings related to late payments were recorded. At the supplier level, the Company is in the initial stage of integrating environmental and social evaluation criteria, while 100% of the procurement personnel has been trained in responsible cooperation practices and ESG matters. Furthermore, 23% of the total procurement expenditure was directed toward local suppliers. HALVATZIS Regarding the Company Halvatzis, the time to settle invoices is set within a range of 60 to 90 days, depending on the nature of the cooperation. During the reporting period, a total of 2,532 payments were carried out, with 100% of these executed based on the standard payment terms and being fully aligned with them. There are no pending legal proceedings related to late payments. In relation to suppliers, evaluation procedures based on environmental and social criteria are not yet applied, nor have training programs for procurement personnel been implemented regarding responsible cooperation and ESG matters. Furthermore, 38.5% of the total procurement expenditure was directed toward local suppliers. Annual Financial Report | January -December 2025 131 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report Entity Speciﬁc Disclosures Following the double materiality assessment, Ideal Holdings Group identified two significant entity-specific thematic areas, which are not fully covered by the topical ESRS standards but are deemed material due to the nature of its activities as an investment organization. These subjects are directly related to the Group's business model, which is based on investing in companies with strong fundamentals and growth prospects, aiming at the creation of long-term value. In this context, the Group has identified "Business Continuity" and "Digital Transformation" as critical topics affecting its strategy and the investment decision-making process. Business Continuity The Group identified Business Continuity as a significant entity-specific topic associated with material risks. Specifically, the potential disruption of critical operations could affect service availability, the Group’s reputation, and its financial performance. Business Continuity Policy The Business Continuity Policy sets out the framework through which the Company ensures the continuity of its activities, systems, facilities and processes in the event of a disruption, as well as the timely restoration of normal operations, taking into account the potential impacts on reputation, investor relations, human resources and financial performance. The Policy is implemented through an integrated Business Continuity Management System (BCMS), which is designed to prevent incidents, strengthen resilience, and ensure the continuity of critical functions and services. In this context, key risks are taken into consideration, including the absence of critical personnel, failure of information systems, disruption of communications, loss of access to facilities, and the inability of critical suppliers to operate, while corresponding recovery strategies are defined. The effectiveness of the Policy is supported through regular testing, training and the conduct of a Business Impact Analysis (BIA), which enables the identification of critical activities and the assessment of the impacts of potential disruptions. The Policy is applied across the Group as a whole, covering all activities, functions, systems and facilities, while also taking into account risks associated with the supply chain and, where required, providing for the assessment of the adequacy of suppliers and business partners in relation to business continuity arrangements. Overall responsibility for the implementation of the Business Continuity Policy and the relevant strategy lies with the Chief Executive Officer, while oversight and governance of the Business Continuity Management System are exercised by the competent BCM Committee, which serves as the highest decision-making body for related matters. Business Continuity Management Business continuity constitutes a core pillar of the Group’s operations and is ensured through a Business Continuity Management System certified in accordance with ISO 22301:2019. In this context, the Group performs annual updates of the Business Impact Analysis, reviews business continuity plans, conducts readiness tests, and carries out management reviews and risk assessments. The system is supported by a dedicated team under the responsibility of the Business Continuity Manager. The Company and its subsidiaries BYTE, ADACOM, and BARBA STATHIS are certified in accordance with ISO 22301:2019 and implement a Business Continuity Policy, aiming to ensure the continuity of operations and the timely restoration of activities in the event of a disruptive incident. At an operational level, the Group implements technical and organizational measures aimed at ensuring the uninterrupted operation of systems and the availability of critical data. These measures include, among others, disaster recovery infrastructures and corresponding recovery plans, as well as a hybrid data storage and recovery model that combines physical on-site infrastructure with cloud storage, ensuring the capability for rapid restoration of operations. The effectiveness of the aforementioned procedures is monitored through internal evaluation mechanisms and Risk and Performance Indicators integrated into management review processes. However, during the current Annual Financial Report | January -December 2025 132 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report period, no specific indicators, measurable targets, baselines, or detailed data on the allocation of financial resources directly linked to this topic have been disclosed. Digital Transformation Following the Double Materiality Assessment, the Group has identified Digital Transformation as a material topic for the IT sector, associated with both risks and opportunities. The Group’s companies operate in a highly digitalised environment, relying extensively on information systems, digital platforms and data management infrastructures. Digital transformation is embedded in their operations through software development, data utilisation, process automation and the gradual transition to a digital (paperless) working environment. The increasing reliance on digital systems and data gives rise to risks primarily related to cyberattacks, data loss or alteration, and potential disruptions to critical operations, which may affect business continuity and customer trust. To mitigate these risks, the Group applies a comprehensive framework of policies, procedures and management systems, aligned with internationally recognized standards such as ISO 27001 for information security, ISO/IEC 27701 for personal data protection, ISO 9001 for quality management and ISO 20000 for IT service management, as well as assurance standards such as SOC 2 Type II. In parallel, relevant regulatory frameworks are taken into consideration, including eIDAS for trust services and European cybersecurity requirements such as the NIS2 Directive and the DORA Regulation. At an operational level, technical and organisational measures are implemented to safeguard systems and data, including access controls, identity and access management, continuous monitoring and incident management processes, as well as specialised high- security infrastructures such as Secure Data Centers and a Security Operations Center. In addition, employee training programmes on cybersecurity are conducted, supported by internal communication processes and acknowledgement procedures regarding the relevant policies. At the same time, digital transformation creates significant opportunities for the Group. Given that IT companies develop and offer software solutions, they are well positioned to leverage their expertise in order to deliver innovative digital transformation products. Leadership in such solutions creates opportunities for expansion into new markets, increased market share and enhanced operational efficiency and service reliability. The management of this topic is not governed by a standalone Digital Transformation Policy, as it is integrated into the Group’s existing systems and processes. The effectiveness of the relevant practices is monitored through internal evaluation mechanisms and risk and performance indicators, while no specific quantitative targets directly linked to the topic have been disclosed at this stage. The effectiveness of the above is monitored through internal evaluation mechanisms and risk and performance indicators. However, at the current stage, no specific quantitative targets or metrics directly linked to this topic have been publicly disclosed. Annual Financial Report | January -December 2025 133 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report Appendix Appendix 1. Disclosure requirements in the ESRS covered by the company’s sustainability report General disclosures ESRS disclosure requirements Report’s Section BP-1 General basis for preparation of sustainability statements ESRS 2 – General Disclosures BP-2 Disclosures in relation to specific circumstances ESRS 2 – General Disclosures GOV-1 The role of the administrative, management and supervisory bodies Governance Information provided to and sustainability matters addressed by the GOV-2 Governance undertaking’s administrative, management and supervisory bodies Integration of sustainability-related performance in incentive GOV-3 Governance schemes GOV-4 Statement on due diligence Governance GOV-5 Risk management and internal controls over sustainability reporting Governance SBM-1 Strategy, business model and value chain Strategy, business model and value chain SBM-2 Interests and views of stakeholders Interests and views of stakeholders Material impacts, risks and opportunities and their interaction with Material impacts, risks and opportunities and their interaction with SBM-3 strategy and business model strategy and business model Description of the processes to identify and assess material Material impacts, risks and opportunities and their interaction with IRO-1 impacts, risks and opportunities strategy and business model Disclosure requirements in ESRS covered by the undertaking’s Material impacts, risks and opportunities and their interaction with IRO-2 sustainability statement strategy and business model Environment ESRS disclosure requirements Report’s Section Climate change Integration of sustainability-related performance in incentive E1.GOV-3 The Group’s approach schemes E1-1 Transition plan for climate change mitigation Resilience Analysis Material impacts, risks and opportunities and their interaction with E1.SBM-3 Resilience Analysis strategy and business model Description of the processes to identify and assess material E1.IRO-1 Resilience Analysis climate-related impacts, risks and opportunities E1-2 Policies related to climate change mitigation and adaptation Policies E1-3 Actions and resources in relation to climate change policies Actions and Targets E1-4 Targets related to climate change mitigation and adaptation Actions and Targets E1-5 Energy consumption and mix Energy Consumption and GHG Emissions Metrics Energy Consumption and GHG Emissions Metrics E1-6 Gross Scopes 1, 2, 3 and Total GHG emissions Resource use and circular economy Description of the processes to identify and assess material E5.IRO-1 resource use and circular economy-related impacts, risks and The Group’s approach opportunities E5-1 Policies related to resource use and circular economy Policies Actions and resources related to resource use and circular E5-2 Actions economy Ε5-3 Targets related to resource use and circular economy Actions Ε5-4 Resource inflows Waste Management Metrics E5-5 Resource outflows Waste Management Metrics Annual Financial Report | January -December 2025 134 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report Society ESRS disclosure requirements Report’s Section The Group’s workforce The Group’s approach S1.SBM-2 Interests and views of stakeholders The Group’s approach Material impacts, risks and opportunities and their interaction with strategy S1.SBM-3 and business model S1-1 Policies related to own workforce Policies Processes for engaging with own workers and workers’ representatives S1-2 Human Resource Management about impacts Processes to remediate negative impacts and channels for own workers to S1-3 Human Resource Management raise concerns Taking action on material impacts on own workforce, and approaches to S1-4 mitigating material risks and pursuing material opportunities related to own Human Resource Management workforce, and effectiveness of those actions Targets related to managing material negative impacts, advancing positive S1-5 Metrics and Targets impacts, and managing material risks and opportunities Metrics and Targets S1-6 Characteristics of the undertaking’s employees Metrics and Targets S1-8 Collective bargaining coverage and social dialogue Metrics and Targets S1-9 Diversity metrics Metrics and Targets S1-10 Adequate wages Metrics and Targets S1-11 Social protection Metrics and Targets S1-12 Persons with disabilities Metrics and Targets S1-13 Training and skills development metrics Metrics and Targets S1-14 Health and safety metrics Metrics and Targets S1-15 Work-life balance metrics Metrics and Targets S1-16 Compensation metrics (pay gap and total compensation) Metrics and Targets S1-17 Incidents, complaints and severe human rights impacts Value chain workers S2.SBM-2 Interests and views of stakeholders The Group’s approach Material impacts, risks and opportunities and their interaction with strategy S2.SBM-3 The Group’s approach and business model S2-1 Policies related to value chain workers Policies S2-2 Processes for engaging with value chain workers about impacts Management of issues related to value chain workers Processes to remediate negative impacts and channels for value chain S2-3 Management of issues related to value chain workers workers to raise concerns Taking action on material impacts on value chain workers, and approaches S2-4 to managing material risks and pursuing material opportunities related to Management of issues related to value chain workers value chain workers, and effectiveness of those action Targets related to managing material negative impacts, advancing positive S2-5 Management of issues related to value chain workers impacts, and managing material risks and opportunities Consumers and end-users S4.SBM-2 Interests and views of stakeholders The Group’s approach Material impacts, risks and opportunities and their interaction with strategy S4.SBM-3 The Group’s approach and business model S4-1 Policies related to consumers and end-users Policies S4-2 Processes for engaging with consumers and end-users about impacts Management of issues related to consumers and end-users Processes to remediate negative impacts and channels for consumers and S4-3 Management of issues related to consumers and end-users end-users to raise concerns Taking action on material impacts on consumers and end-users, and S4-4 approaches to managing material risks and pursuing material opportunities Management of issues related to consumers and end-users related to consumers and end-users, and effectiveness of those actions Targets related to managing material negative impacts, advancing positive S4-5 Management of issues related to consumers and end-users impacts, and managing material risks and opportunities Annual Financial Report | January -December 2025 135 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report Corporate Governance ESRS disclosure requirements Report’s Section G1.GOV-1 The role of the administrative, management and supervisory bodies The Group’s approach Description of the process to identify and assess material impacts, G1.IRO-1 The Group’s approach risks and opportunities G1-1 Corporate culture and business conduct policies Corporate culture and business conduct policies G1-2 Management of relationships with suppliers Management of relationships with suppliers G1-3 Prevention and detection of corruption and bribery Prevention and detection of corruption and bribery G1-4 Incidents of corruption or bribery Metrics and Targets G1-5 Political influence and lobbying activities Metrics and Targets G1-6 Payment practices Metrics and Targets Appendix 2. Mandatory Disclosures under European Sustainability Reporting Standards (ESRS) Aligned with Other EU Legislation EU Climate Disclosure SFDR reference Pillar 3 reference Benchmark Regulation Law requirements and Section (1)(2)reference (3)Reference related datapoint (4)ESRS 2 GOV-1 Commission Delegated Board's gender Index No. 13 of Regulation (EU) GOVERNANCE diversity paragraph Table 1 in Annex I 2020/1816(5), Annex II 21 (d) ESRS 2 GOV-1 Percentage of Delegated Regulation (EU) board members ––GOVERNANCE 2020/1816, Annex II who are independent ESRS 2 GOV-4 Index No. 10, Table Statement on due –––GOVERNANCE 3 of Annex I diligence Article 449a, pursuant to Delegated Regulation (EU) No ESRS E1-4 575/2013 – Implementing Index No. 4, Table 2 Delegated Regulation (EU) E1 – CLIMATE GHG emission Regulation (EU) 2022/2453, Table –of Annex I 2020/1818, Article 6 CHANGE reduction targets 3: Banking book – Climate change transition risk – Measurement of emissions ESRS E1-5 Energy consumption from fossil sources Index No. 5, Table E1 – CLIMATE disaggregated by 1, and Table 2 of –––CHANGE sources (only high Annex I climate impact sectors) paragraph 38 ESRS E1-5 Energy Index No. 5, Table 1 E1 – CLIMATE –––consumption and of Annex I CHANGE mix paragraph 37 ESRS E1-5 Energy intensity associated with Index No. 6, Table 1 E1 – CLIMATE activities in high –––of Annex I CHANGE climate impact sectors paragraphs 40 to 43 Article 449a of Delegated Regulation (EU) No 575/2013; ESRS E1-6 Commission Implementing Gross Scope 1, 2, 3 Regulation (EU) 2022/2453, Delegated Regulation (EU) Indexes 1 and 2 of E1 – CLIMATE and Total GHG Template 1: Banking book — 2020/1818, Article 5(1), –Table 1 in Annex I CHANGE emissions Climate change transition risk: Article 6, and Article 8(1)paragraph 44 Credit quality of exposures by sector, emissions, and remaining maturity ESRS E1-6 Article 449a, pursuant to Gross GHG Index No. 3, Table 1 Delegated Regulation (EU) No Delegated Regulation (EU) E1 – CLIMATE –emissions intensity of Annex I 575/2013 – Implementing 2020/1818, Article 8(1)CHANGE paragraphs 53 to 55 Regulation (EU) 2022/2453, Table 1 Annual Financial Report | January -December 2025 136 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report – Banking book – Transition risk due to climate change: Carbonization measurement indicators ESRS E1-9 Degree of exposure of the portfolio to Delegated Regulation (EU) E1 – CLIMATE climate- related 2020/1818, Annex II CHANGE opportunities paragraph 69 E5 – RESOURCE ESRS E5-5 Index No. 13, Table USE AND Non-recycled waste –––2 of Annex I CIRCULAR paragraph 37 (d) ECONOMY ESRS E5-5 E5 – RESOURCE Hazardous waste Index No. 9, Table 1 USE AND –––and radioactive of Annex I CIRCULAR waste paragraph 39 ECONOMY ESRS S1-1 Index No. 9, Table Human rights policy S1- OWN 3, and Index No. 11, –––commitments WORKFORCE Table 1, of Annex I paragraph 20 ESRS S1-1 Due diligence policies on issues addressed by the Delegated Regulation (EU) S1- OWN fundamental –––2020/1816, Annex II WORKFORCE International Labor Organisation Conventions 1 to 8, paragraph 21 ESRS S1-1 Workplace accident prevention Index No. 1, Table 3 S1- OWN policy or –––of Annex I WORKFORCE management system paragraph 23 ESRS S1-3 Grievance/complai Index No. 5, Table 3 S1- OWN nts handling –––of Annex I WORKFORCE mechanisms paragraph 32 (c) ESRS S1-14 Number of fatalities and number and Index No. 2, Table 3 Delegated Regulation (EU) S1- OWN rate of work-related ––of Annex I 2020/1816, Annex II WORKFORCE accidents paragraph 88 (b) and (c) ESRS S1-14 Number of days lost to injuries, Index No. 3, Table 3 S1- OWN –––accidents, fatalities of Annex I WORKFORCE or illness paragraph 88 (e) ESRS S1-16 Unadjusted gender Index No. 12, Table Delegated Regulation (EU) S1- OWN ––pay gap paragraph 1 of Annex I 2020/1816, Annex II WORKFORCE 97 (a) ESRS S1-17 Incidents of Index No. 7, Table 3 S1- OWN –––discrimination of Annex I WORKFORCE paragraph 103 (a) ESR S1-17 Non- respect of UNGPs Delegated Regulation (EU) Index No. 10, Table on Business and 2020/1816, Annex II; S1- OWN 1, and Index No. 14, ––Human Rights and Delegated Regulation (EU) WORKFORCE Table 3, of Annex I OECD paragraph 2020/1818, Article 12(1)104 (a)) ESRS S2-1 Index No. 9 of Table Human rights policy S2- Workers in 3 and Index No. 11 commitments the value chain of Table 1 of Annex I paragraph 17 Annual Financial Report | January -December 2025 137 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS v. Susta inability Report ESRS S2-1 Policies Indexes No. 11 and related to value S2- Workers in 4 of Table 3 in chain workers the value chain Annex I paragraph 18 ESR S2-1 Non- respect of UNGPs Delegated Regulation (EU) on Business and Index No. 10 of 2020/1816, Annex II; S2- Workers in Human Rights Table 1 in Annex I Delegated Regulation (EU) the value chain principles and 2020/1818, Article 12(1) OECD guidelines paragraph 19 ESRS S4-1 Policies related to Index No. 9, Table S4 Consumers consumers and 3, and Index No. 11, ––and end-users end-users Table 1, of Annex I paragraph 16 ESRS G1-1 Protection of Index No. 6, Table 3 G1 Business –––whistle- blowers of Annex I conduct paragraph 10 (d) ESRS G1-4 Fines for violation of anti-corruption Index No. 17, Table Delegated Regulation (EU) G1 Business ––and anti-bribery 3 of Annex I 2020/1816, Annex II conduct laws paragraph 24 (a) ESRS G1-4 Standards of anti- Index No. 16, Table G1 Business corruption and anti- –––3 of Annex I conduct bribery paragraph 24 (b) Annual Financial Report | January -December 2025 138 |
Independent Auditor’s Limited Assurance Report on Sustainability Report of “IDEAL Holdings S.A.” To the Shareholders of the Company “IDEAL HOLDINGS S.A.” We have conducted a limited assurance engagement on the Sustainability Report of IDEAL HOLDINGS S.A. and its subsidiaries (hereinafter referred to as the "Company"), included in section "Sustainability Report” of the Board of Directors’ Management Report ("Sustainability Report"), for the period from 01/01/2025 to 31/12/2025. Limited assurance conclusion Based on the procedures performed, as described below in the paragraph "Scope of Work Performed", and the evidence obtained, nothing has come to our attention that causes us to believe that: • the Sustainability Report has not been prepared in all material respects, in accordance with Article 154 of Law 4548/2018 as amended by Law 5164/2024 and effective, which transposed Article 29(a) of Directive 2013/34 into the Greek legislation. • the Sustainability Report does not comply with the European Sustainability Reporting Standards (hereinafter st referred to as "ESRP"), in accordance with Regulation (EU) 2023/2772 of the European Commission of July 31 , th 2023 and Directive (EU) 2022/2464 of the European Parliament and the Council of December 14 , 2022 • the process followed by the Company to identify and assess the significant risks and opportunities (the "Process"), as set out in Section “Management of impacts, risks and opportunities” of the Sustainability Report, does not comply with “Requirement IRO-1- Description of the processes to identify and assess material impacts, risks and opportunities” of ESRP 2 "General Disclosures", • the disclosures in section “Disclosures pursuant to EU Taxonomy” of the Sustainability Report do not comply with Article 8 of EU Regulation 2020/852. Basis for the assurance conclusion We have conducted our assurance engagement in accordance with International Standard on Assurance Engagements 3000 (Revised), “Assurance Engagements Other Than Audits or Reviews of Historical Financial Information” (hereinafter “ISAE 3000”). The procedures in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement. Consequently, the level of assurance obtained is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed. Our responsibilities are further described in the section “Auditor’s Responsibilities”. Ethics and Quality Management We are independent of the Company, throughout this engagement in accordance with the requirements of the International Code of Ethics for Professional Accountants of the International Ethics Standards Board for Accountants (IESBA Code), the ethics and independence requirements of Law 4449/2017 and EU Regulation 537/2014. Our auditing firm applies International Standard on Quality Management 1 (ISQM1) "Quality Management for Audit Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements" and therefore maintains a comprehensive quality management system that includes documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion. Annual Financial Report | January -December 2025 139 |
Responsibilities of the Management of the Company for the Sustainability Report The Management of the Company is responsible for the design and implementation of an appropriate Process to determine the required information to be included in the Sustainability Report in accordance with the ESRP, as well as for the disclosure of the Process in the Section “The Role of the Administrative, Management and Supervisory Bodies” of the Sustainability Report. More specifically, this responsibility includes: • Obtaining an understanding of the context in which the Company’s and the Group’s operations and business relationships take place and understanding the affected stakeholders. • Identifying the actual and potential impacts (both negative and positive) related to sustainability issues, as well as the risks and opportunities that affect, or could reasonably be expected to affect, the Company’s and the Group’s financial position, financial performance, cash flows, access to funding or cost of capital in the short, medium or long term. • Assessing the materiality of identified sustainability impacts, risks and opportunities through the selection and application of appropriate thresholds; and • Formulating assumptions that are reasonable under the circumstances. The Management of the Company and the Group is also responsible for the preparation of the Sustainability Report, in accordance with Article 154 of Law 4548/2018, as amended by Law 5164/2024 and effective, which transposed Article 29(a) of the EU Directive 2013/34 into the Greek Legislation. In this context, the Management of the Company and the Group is responsible for: • Compliance of the Sustainability Report with the ESRP. • Preparing the disclosures in the “Disclosures pursuant to EU Taxonomy” section of the Sustainability Report, in compliance with the requirements of Article 8 of EU Regulation 2020/852. • Designing and implementing such internal control procedures as Μ anagement determines are necessary to ensure that the Sustainability Report is free from material misstatement, whether due to fraud or error; and • Selecting and applying appropriate reporting methods, including assumptions and estimates about individual disclosures in the Sustainability Report that have been evaluated as reasonable under the circumstances. The Audit Committee of the Company is responsible for supervising the process of the preparation of the Company's Sustainability Report. Inherent limitations in preparing the Sustainability Report As recorded in Section "Measurements, Sources of Uncertainty and Assumptions" of the Sustainability Report, the data presented in the Report are primarily derived from the Group’s activities and are recorded through internal systems. In addition, data from third-party providers that affect environmental and operational performance are incorporated, such as maintenance contractors and waste management partners. Most quantitative indicators are based on direct, primary, and verifiable data at the Group level. However, certain environmental metrics relating to indirect environmental impacts (Scope 3 emissions) are not calculated directly but are instead estimated using widely accepted and validated methodologies, leveraging internal expenditure data and emission factors allocated by sector of economic activity. These estimates, as they rely on generalized indicators rather than supplier-specific data, exhibit a moderate to low level of accuracy. When disclosing forward-looking information under ESRP, the Management of the Company is required to prepare forward-looking information based on disclosed assumptions regarding future events and possible future actions of the Company and the Group. The actual outcome of these actions may be different, as anticipated events do not often occur as expected. Annual Financial Report | January -December 2025 140 |
As stated in Section “Climate Change Resilience Analysis” of the Sustainability Report, the information included in the relevant disclosures is based, inter alia, on climate-related scenarios, which are subject to inherent uncertainty regarding the likelihood, timing, and impact of potential future physical and transition climate-related effects. Our assignment covered the items listed in the "Scope of Work Performed" section to obtain limited assurance based on the procedures included in the Program as recorded in the above Section. Our assignment is not an audit or review of historical financial information in accordance with applicable International Standards on Auditing or International Standards on Assurance Engagements, and therefore we do not express any assurance other than that set out in the "Scope of Work Performed" section. Auditor’s Responsibilities This limited assurance report has been prepared in accordance with the provisions of Article 154C of Law 4548/2018 and Article 32A of Law 4449/2017. Our responsibility is to prepare and perform the limited assurance engagement to obtain limited assurance as to whether the Sustainability Report is free from material misstatement, due to fraud or error, and to issue a limited assurance report that includes our conclusion. An error may arise from fraud or misstatement and is considered material when, individually or in the aggregate, it could reasonably be expected to affect the financial decisions of users made on the basis of the Sustainability Report taken as a whole. In the context of a limited assurance engagement in accordance with ISAE 3000 (Revised), we exercise professional judgment and maintain our professional skepticism throughout the engagement. Our responsibilities with respect to the Sustainability Report, in relation to the Process, include: • Conducting risk assessment procedures, including an understanding of the relevant internal control procedures, to identify risks related to whether the Process followed by the Company and the Group to determine the information reported in the Sustainability Report does not meet the applicable requirements of the ESRP, but not for the purpose of providing a conclusion regarding the effectiveness of the internal controls on the Process; and • Preparing and conducting procedures to assess whether the Process to identify the information reported in the Sustainability Report is consistent with the description of the Process as disclosed in Section “Management of impacts, risks and opportunities” of the Report herein. We are further responsible for: • Conducting risk assessment procedures, including an understanding of the relevant internal controls, to identify those disclosures that may be materially misstated, whether due to fraud or error, but not for the purpose of expressing a conclusion regarding the effectiveness of the Company y’s and the Group’s internal controls. • Preparing and performing procedures related to those Sustainability Report disclosures in which a material misstatement is possible to occur. The risk of not detecting a material misstatement resulting from fraud is higher than that resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentation or deviation from the internal controls. Scope of Work Performed Our engagement includes performing procedures and obtaining audit evidence for the purpose of forming a qualified assurance conclusion and covers only the assurance procedures set out in the assurance program issued by Num. 262/ 22.01.2025 decision of the Board of Directors of HAASOB (the "Program"), as formulated for the purpose of issuing a qualified assurance report on the Company’s and the Group’s Sustainability Report. Annual Financial Report | January -December 2025 141 |
Our procedures were designed to obtain a limited level of assurance on which our conclusion is based and which do not provide all the evidence that would be required to provide a reasonable level of assurance. Athens, April 27, 2026 The Certified Public Accountant Eleftherios Koutsopoulos Registry Number SOEL 44651 Annual Financial Report | January -December 2025 142 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS vi. Explanatory Report vi. Explanatory Report This explanatory report of the Board of Directors contains the information required under paragraph 7 of article 4 of Law 3556/2007 and shall be submitted to the Annual General Meeting of its shareholders, in accordance with the provisions of paragraph 8 of article 4 of Law 3556/2007. 1. Share capital structure The share capital of the Company amounts to € 95,206,665.70 and is divided into 56,003,921 common nominal shares with voting rights, of nominal value € 1.70. The ordinary registered shares represent 100% of the paid-up share capital of the Company. Other information 1. As at 31.12.2025, the Company owns 2,304,726 treasury shares of common nominal value which do not participate in proﬁts and have no voting rights. 2. The Company's shares are listed on the Athens Stock Exchange and traded on the Main Market under the stock code INTEK and participate in the following stock exchange indices: FTSE_TT (FTSE/ATHEX TECHNOLOGY & TELECOMMUNICATIONS), HELMSI (Hellenic Mid & Small Cap Index), ATHEX_ESG (ATHEX ESG Index), DOM (ATHEX All Share Index), GD (Athex Composite Share Price Index), FTSEM (FTSE/ATHEX Mid Cap Index), FTSED (FTSE/ATHEX High Dividend Yield Index), FTSEDTR (FTSE/ATHEX High Dividend Yield Index Total Return), TR_FTSEM (FTSE/Athex Mid Cap Total Return), SAGD (Athex Composite Index Total Return Index) and FTSEA (FTSE/ATHEX Market Index). 3. The ISIN (International Security Identiﬁcation Number) code of IDEAL HOLDINGS’ common shares is GRS148003015. 4. The shares of the Company are traded with a trading unit of one (1) share. 5. The shares of the Company are held in the Intangible Securities System (ISS) of "HELLENIC CENTRAL SECURITIES DEPOSITORY S.A." The shares of the Company are freely tradable. There is no restriction or prohibition as to the freely transferable nature of the Company's shares. There is no class of shares that confers special control rights on the holders thereof. There are no other restrictions. 2. Restrictions on the transfer of the Company's shares The transfer of the Company's shares is carried out as provided for by law and there are no relevant restrictions in the Company's Articles of Association. 3. Significant direct or indirect investments within the meaning of the provisions of Law 3556/2007 The following shareholders directly or indirectly held more than 5% of the Company's voting rights as of 31.12.2025: % Shareholder Number of Common Shares Stylianos Vitogiannis 8,080,926 14.43% Thrush investments Holdings LTD 6,167,771 11.01% Y-Capital Holdings Limited 2,823,643 5.04% Other Shareholders 38,931,581 69.52% Balance as at December 31, 2025 56,003,921 100.00% No other individual or legal entity directly or indirectly holds more than 5% of the voting rights of the Company at the above date. Annual Financial Report | January -December 2025 143 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS vi. Explanatory Report 4. Holders of any kind of shares conferring special control rights There are no shares of the Company that give their holders special control rights. 5. Restrictions on voting rights The Company's Articles of Association do not provide for any restrictions on voting rights. 6. Agreements between shareholders of the Company The Company is not aware of any agreements between its shareholders that involve restrictions on the transfer of its shares or on the exercise of voting rights attached to its shares. 7. Rules regarding the appointment and replacement of the members of the Board of Directors and amendment of the Articles of Association, to the extend they diﬀer from the provisions of Law 4548/2018 The provisions of the Company's Articles of Association regarding the appointment and replacement of the members of the Board of Directors and the amendment of its provisions do not diﬀer from the provisions of Law 4548/2018, as eﬀective. 8. Authority of the Board of Directors or some of its members to issue new shares or to purchase treasury shares pursuant to Article 49 of Law 4548/2018. Pursuant to Law 4548/2018, the Board of Directors may, under the authority of the General Meeting, decide to increase the Company's share capital under the conditions provided for in Article 25 paragraph 2 of the aforementioned law. Also, in accordance with the provisions of article 49 of Law 4548/2018, the Company may acquire its own shares, only after the approval of the General Meeting, up to 1/10 of the paid-up share capital, subject to the speciﬁc terms and procedures provided by the provisions of article 49 of Law 4548/2018. There is no contrary provision in the Company's Articles of Association. 9. Signiﬁcant agreement entered into by the Company which comes into force, is amended or expires in the event of a change in control of the Company following a public oﬀer and the eﬀects of such agreement There is no such agreement. 10. Any agreement that the Company has entered into with members of its Board of Directors or its personnel that provides for compensation in the event of resignation or dismissal without just cause or termination of their term of oﬀice or employment due to the public oﬀering No such agreement exists. For further information, investors can visit the website https://www.idealholdings.gr/en/investor- relations/ﬁnancial-brieﬁng/, where the Annual Report of FY 2025 is available. Annual Financial Report | January -December 2025 144 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS vii. Related parties transactions vii. Related parties transactions According to IAS 24, related parties are subsidiaries, companies under common ownership with the Company, associates, joint ventures, as well as the members of the Board of Directors and the Company's executives and persons closely associated with them. The transactions with related parties are presented below: CONSOLIDATION COMPANY 01.01- 01.01- 01.01- 01.01- Amounts in thousands € 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Revenue from sales of goods and services Subsidiaries - - 5,155 1,597 Associates 1,205 1,289 - - Total revenue from sales of goods and services 1,205 1,289 5,155 1,597 Income from dividends Subsidiaries - - 5,251 109,037 Total dividend income - - 5,251 109,037 Rental income Subsidiaries - - 255 - Other related parties 12 1 12 - Total rental income 12 1 267 - Income from other transactions Subsidiaries - - 428 243 Total income from other transactions - - 428 243 CONSOLIDATION COMPANY 01.01- 01.01- 01.01- 01.01- Amounts in thousands € 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Expenses from purchases of services Subsidiaries - - 1,604 32 Associates 902 537 - - Other related parties 653 605 - - Total expenses from purchases of services 1,555 1,142 1,604 32 Rental expenses Subsidiaries - - - - Other related parties 300 324 - - Total rental expenses 300 324 - - Other expenses Subsidiaries - - 17 - Total of other expenses - - 17 - Management benefits BoD member fees 6,748 6,465 1,270 497 Total Management benefits 6,748 6,465 1,270 497 The Company's Revenue from sales of goods and provision of services and from other transactions and Expenses from purchases of goods and services have increased significantly compared to the previous financial year, as the current year includes revenues and expenses of the subsidiary company IDEAL TECHNOLOGY S.A., which was merged through its absorption by the Company. The Company's transactions with the absorbed company IDEAL TECHNOLOGY S.A. for the period up to the completion of the merger, i.e. 02.10.2025, have been eliminated in both the consolidated and separate financial statements. These transactions are analysed as follows: A) Revenue/expenses from sales/purchases of goods and services amounting to € 251 k. B) Revenue/expenses from rentals amounting to € 16 k. Annual Financial Report | January -December 2025 145 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS vii. Related parties transactions The Company proceeded with the sale and transfer of 23% of the shares it holds in the subsidiary BLUESTREAM SOLUTIONS S.A. to the subsidiary BYTE COMPUTER S.A. for a total consideration of € 3,846 k, in exchange for the transfer to the Company of 100% of the shares of the subsidiaries METROSOFT S.A. and IDEAL TECHNOLOGY S.A., which were held by BYTE COMPUTER S.A. Transactions with associates relate to the transactions of the subsidiary "ATTICA DEPARTMENT STORES S.A." with the associate "RETAIL VISION UNITED S.A." for the period from the beginning of the financial year up to and including the date of sale of "RETAIL VISION UNITED S.A.", i.e. 29.12.2025. The balances with related parties are presented below: CONSOLIDATION COMPANY Amounts in thousands € 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Trade receivables Subsidiaries - - 1,678 373 Associates - 1 - - Other related parties - 2 - - Total trade receivables - 3 1,678 373 Other receivables (other than loans) Subsidiaries - - 5,477 583 Total other receivables (other than loans) - - 5,477 583 CONSOLIDATION COMPANY Amounts in thousands € 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Trade payables Subsidiaries - - 1,379 - Associates - 1,519 - - Total trade payables - 1,519 1,379 - Balances between subsidiaries have been eliminated in the consolidated financial statements. There are no doubtful receivables from related parties. As at December 31, 2025, there are no receivables or payables, nor any loans or credit facilities extended to members of the Board of Directors (nor to parties related to them). Annual Financial Report | January -December 2025 146 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS viii. Other viii. Other 1. The Company’s facilities and branches The Company has its registered office in Athens at 25 Kreontos Street, 104 42, Athens and has no branches. 2. Research and Development The Company, through its subsidiaries, IDEAL SOFTWARE SOLUTIONS S.A., ADACOM S.A. and BYTE COMPUTER S.A., is active, among others, in the areas of software development and solutions that assist in the digital transformation of businesses, as well as in the areas of Trust Services and Cybersecurity. IDEAL SOFTWARE SOLUTIONS has developed an integrated application for the management of large volumes of data, covering important business needs related to communication through alternative channels with customers, as well as a number of other applications, while ADACOM is constantly investing in the development of new services and research of new technologies in order to upgrade the services of the Secure Operation Center and Trust Services, always in compliance with regulatory requirements and international security standards. At the same time, BYTE develops integrated information systems solutions by implementing the major public sector projects it undertakes, actively participating in the digitization of the public sector. In this context, all three subsidiaries have fully trained teams of qualified personnel dedicated to the development of innovative software products and the upgrading and evolution of existing applications. 3. Information of Art.50 par.2 of Law 4548/2018 In line with the treasury share acquisition plans outlined for cancellation and/or allocation to the Company's personnel and/or the personnel of its affiliated companies, as decided in the General Meetings of Shareholders held on 30.05.2023 and 05.06.2025, the Company acquired 2,091,207 treasury shares in 2025. This amounted to 3.7340% of its share capital, with each share standing at nominal value € 1.70. The total expenditure for these acquisitions stood at € 12,895,833.37, and average purchase price at € 6.17 per share. Pursuant to the decision of the Annual General Meeting of Shareholders held on 30.05.2023 and in accordance rd with the terms of the decision of the Board of Directors dated 15.01.2024, the free distribution of shares of the 3 round of the Plan was carried out as detailed below: i. On 24.07.2025, the Company made a free distribution of 24,000 treasury shares, with a total value of € 150,720, based on a closing price of € 6.28 on the date of distribution and an average acquisition price of € 6.0294 per share, to 1 beneﬁciary. ii. During the period from 08.12.2025 to 10.12.2025, the Company made a free distribution of a total of 253,000 treasury shares, with a total value of € 1,538,000, based on the weighted average closing price of the Company's share on the respective distribution dates and in proportion to the number of shares distributed on each of those dates, namely € 6.08 per share and an average acquisition price of € 6.0286 per share, to a total of 10 beneﬁciaries. With the above distribution of treasury shares, the Company's Free Share Distribution Program is completed, through which a total of 325,000 treasury shares were distributed out of an available number of 400,000 shares. At the end of 2025, the Company held 2,304,726 treasury shares or 4.1153 % of its total shares. 4. Dividend distribution The Board of Directors of the Company intends to recommend to the Annual General Meeting of shareholders not to pay a dividend for 2025 and instead intends to recommend the return of the capital in cash to the shareholders. The Board of Directors will decide on the amount of the above reduction of the Company's share capital at its meeting to convene the Regular General Meeting and the publication of the invitation with the items on the agenda of this meeting. The above is subject to the approval of the Annual General Meeting of Shareholders to be convened th on June 4 , 2026. Annual Financial Report | January -December 2025 147 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS ix. Alternative Performance Measures ix. Alternative Performance Measures The Company and its investments use Alternative Performance Measures ("APMs") in the context of decision- making on financial, operational and strategic planning as well as for the evaluation and reporting of performance both at a consolidated level and per investment segment. APMs serve to provide investors and financial analysts with a better understanding of the financial and operating results, financial position and statement of cash flow. APMs and the corresponding comparative ratios are calculated using amounts from the consolidated financial statements and include or exclude amounts not defined by IFRS, with the objective of providing a consistent basis for comparison between financial periods or years and providing information about events of a non-recurring nature. However, non-IFRS performance measures should always be considered in conjunction with, and in no way replace, financial results prepared in accordance with IFRSs. The following APMs are calculated for continuing operations. Ratio Definition EBITDA EBITDA ratio arises from the item "Operating results" of the Income Statement plus depreciation/amortization and reflects operating income less operating expenses before depreciation/amortization and is the key indicator of the Company's profitability Comparable EBITDA Comparable EBITDA ratio is defined as EBITDA after the adjustments listed below (TABLE I.A.) ΕΒΙΤ EBIT ratio arises from the item "Operating results" in the Income Statement and reflects operating income less operating expenses Comparable ΕΒΙΤ Comparable EBIT ratio is defined as EBIT after adjustments as indicated below (TABLE I.B.) EBT EBT ratio arises from the item "Profit/(loss) before tax" in the Income Statement and reflects operating income less operating expenses after net financial costs and other results Comparable EBT Comparable EBT ratio is defined as EBT after adjustments as indicated below (TABLE I.C.) EAT EAT ratio arises from the item "Profit/(loss) for the period after tax" in the Income Statement and reflects the net profit Comparable EAT Comparable EAT ratio is defined as EAT after adjustments as indicated below (TABLE I.D.) Net Debt Net Debt is defined as the sum of current and long-term debt less cash and cash equivalents as presented in the respective items of the Statement of Financial Position (TABLE I.E.) Total capital employed Total capital employed is defined as the sum of Net Debt and total Equity as presented in the Statement of Financial Position (TABLE I.G.) Leverage Ratio Leverage Ratio is defined as the ratio of Net debt to Total capital employed (TABLE I.H.) Comparable results relate to a sum of adjustments to the accounting results in order to reflect more accurately the operating performance of the Company and its investments, making the basis of comparison between financial periods more consistent. These adjustments relate to: 1. the results of new investments (acquired companies) from the beginning of the acquisition period, i.e. 01.01.2025 and respectively 01.01.2024 for companies acquired the respective previous period, whose results are included in the comparative ﬁgures, instead of the date of acquisition of control over them, as deﬁned by standard IFRS 3, in order to reﬂect in each period the results of the participations that the Company holds at the reporting date, highlighting the growth through new investments combined with the organic growth of existing ones. For this reason, only the results from continuing operations are presented and the results from divestments are not included in the current year, as well as the corresponding previous year, Annual Financial Report | January -December 2025 148 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS ix. Alternative Performance Measures 2. gains from the sale of equity investments are not recognized, with the aim to present the operating and recurring results of the Company's investments rather than the extraordinary and non-recurring results, 3. the eﬀect of IFRS 16 application, regarding leases and allocation of lease payments as depreciation and ﬁnancial costs instead of operating expense, is not recognized by charging rental expense to EBITDA results. EBITDA results are one of the key indicators for measuring the performance of the Company's investments for strategic planning, decision making, and evaluation purposes and the improvement brought about by the application of IFRS 16 to EBITDA results distorts the operating and business performance of investments and makes it diﬀicult to evaluate them, 4. extraordinary non-recurring expenses and income not related to the operating and business activities of the investments, including but not limited to accounting for the stock option plans, and expenses from the sale and acquisition of equity investments, 5. results of other small investments which are not included in the IT, Food or Specialized Retail sectors and which do not have a material impact on the consolidated results, 6. tax eﬀect, if any, of the above adjustments. Annual Financial Report | January -December 2025 149 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS ix. Alternative Performance Measures Reconciliation Tables (I) of APMs with the Financial Statements 01.01- 01.01- Α. EBITDA and Comparable EBITDA - Amounts in thousands € 31.12.2025 31.12.2024 EBIT 41,211 32,489 Tangible, intangible and right-of-use assets depreciation 22,324 17,906 Grants’ amortization (768) (384) EBITDA 62,767 50,011 Adjustments: New investment results (note 35) 3,320 1,225 Effect of IFRS 16 (18,317) (17,093) Extraordinary non-recurring expenses 10,239 5,152 Comparable EBITDA 58,009 39,295 01.01- 01.01- B. EBIT and Comparable EBIT - Amounts in thousands € 31.12.2025 31.12.2024 EBIT 41,211 32,489 Adjustments: New investment results (note 35) 2,468 1,203 Effect of IFRS 16 (5,382) (5,186) Extraordinary non-recurring expenses 10,239 5,152 Comparable EBIT 48,536 33,658 01.01- 01.01- C. EBT and Comparable EBT - Amounts in thousands € 31.12.2025 31.12.2024 EBT 20,769 14,859 Adjustments: New investment results (note 35) 1,683 1,216 Effect of IFRS 16 3,173 2,666 Losses/(gains) from disposal of investments 873 - Extraordinary non-recurring expenses 10,239 5,152 Comparable EBT 36,737 23,893 01.01- 01.01- D. EAT and Comparable EAT - Amounts in thousands € 31.12.2025 31.12.2024 EAT 11,607 8,459 Adjustments: New investment results (note 35) 1,193 940 Effect of IFRS 16 2,517 2,076 Losses/(gains) from disposal of investments 840 - Extraordinary non-recurring expenses 9,979 4,936 Comparable EAT 26,136 16,411 E. Net Debt - Amounts in thousands € 31.12.2025 31.12.2024 8,246 Short-term loan liabilities 11,557 Long-term loan liabilities 149,786 120,240 (157,266) Cash and cash equivalents (157,357) Net Debt 3,986 (28,779) F. Net Debt /Comparable EBITDA – Amounts in thousands € 31.12.2025 31.12.2024 (28,779) Net Debt 3,986 Comparable EBITDA 58,009 39,295 Net Debt / Comparable EBITDA 0.07 (0.73) G. Total capital employed - Amounts in thousands € 31.12.2025 31.12.2024 (28,779) Net debt 3,986 219,719 Total equity 344,816 190,940 Total capital employed 348,802 H. Leverage Ratio - Amounts in thousands € 31.12.2025 31.12.2024 Leverage ratio 1% (15%) Annual Financial Report | January -December 2025 150 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS x. Comparable Results x. Comparable Results Basis of preparation for comparable results Comparable Results are prepared to better inform and enable investors and ﬁnancial analysts to understand the performance achieved by the Company's ongoing investment activity, while presenting a more consistent basis of comparison between periods, as well as bondholders, of the negotiable common bond issued by the Company, with respect to the ﬁnancial ratios obligation as stated in the prospectus dated 05.12.2023. Comparable Results relate to several adjustments to the accounting results as presented in section ix "Alternative Performance Measures" of this report. The following table summarizes the subsidiaries whose results are included in the Comparable Financial Results and to the ﬁnancial statements under IFRS for the ﬁscal year 202 5 and the corresponding comparative period: 01.01 - 31.12.2025 01.01 - 31.12.2024 Results in Results in Comparable Comparable Company accordance accordance Results Results with IFRS with IFRS 1 BYTE COMPUTER S.A. (and subsidiaries) ✔ ✔ ✔ ✔ ATTICA DEPARTMENT STORES S.A. ✔ ✔ ✔ ✔ ✔ ✔ BARBA STATHIS S.A. (and subsidiaries) ✖ ✖ (from 01.01) (from 31.03) IDEAL TECHNOLOGY S.A. (merged with IDEAL ✔ ✔ ✔ ✔ Holdings) METROSOFT S.A. ✔ ✔ ✔ ✔ Detailed reconciliation between Comparable Results and IFRS results is included in section ix "Alternative Performance Measures" of this report. The Comparable Results below, based on the adjustments as detailed above, and analyzed in the Alternative Performance Measures section, have not been audited by the Certiﬁed Public Accountant. Consolidated Comparable Results Change 01.01- 01.01- Consolidated Comparable Results – Amount in million € Amount % 31.12.2025 31.12.2024 2 Revenue 513.4 380.3 133.1 35% 58.0 39.3 18.7 48% Comparable EBITDA Comparable EBIT 48.5 33.7 14.9 44% Comparable EBT 36.7 23.9 12.8 54% 26.1 16.4 9.7 59% Comparable EAT 1 The results of the subsidiary BLUESTREAM SOLUTIONS S.A. for 2024 are included from 19.07 (i.e. the date of acquisition) in the IFRS Results and from 01.01 in the Comparable Results. 2 Revenues are adjusted whenever an acquisition of a subsidiary has taken place in the current or the corresponding prior reporting period. The adjustment relates, for new subsidiaries, to the revenues for the period from 01.01 up to and including the date of obtaining control of the acquired company, in addition to the revenues for the period from the date of obtaining control through to the end of the reporting period, in accordance with the provisions of IFRS 3. The adjustment is made with the aim of ensuring a consistent basis of comparison between financial periods or financial years. Annual Financial Report | January -December 2025 151 |
II. ANNUAL REPORT OF THE BOARD OF DIRECTORS x. Comparable Results Comparable Results per Investment Segment Change 01.01- 01.01- 1 IT Comparable Results - Amounts in million € Amount % 31.12.2025 31.12.2024 2 Revenue 106.0 116.0 (10.0) -9% 15.2 13.4 1.8 13% Comparable EBITDA Comparable EBIT 13.8 11.9 1.9 16% Comparable EBT 12.6 10.9 1.8 16% Comparable EAT 9.8 8.2 1.6 19% Change 01.01- 01.01- Specialized Retail Comparable Results - Amounts in million € Amount % 31.12.2025 31.12.2024 2 Revenue 244.2 231.9 12.3 5% Comparable EBITDA 30.4 27.4 3.0 11% Comparable EBIT 26.5 23.3 3.3 14% 23.6 19.9 3.7 18% Comparable EBT Comparable EAT 18.5 15.6 2.9 18% Change 01.01- 01.01- Food Comparable Results - Amounts in million € 31.12.2024 Amount % 31.12.2025 3 2 Revenue 129.1 120.5 8.7 7% Comparable EBITDA 14.5 13.9 0.6 5% 10.5 10.4 0.1 1% Comparable EBIT 8.6 6.8 1.7 26% Comparable EBT Comparable EAT 6.2 5.2 1.0 19% 1 The IT comparable results, following the corporate reorganization completed in the first quarter of 2025, do not include the companies operating in the distribution of technology products for either of the two financial years. 2 Revenues are adjusted whenever an acquisition of a subsidiary has taken place in the current or the corresponding prior reporting period. The adjustment relates, for new subsidiaries, to the revenues for the period from 01.01 up to and including the date of obtaining control of the acquired company, in addition to the revenues for the period from the date of obtaining control through to the end of the reporting period, in accordance with the provisions of IFRS 3. The adjustment is made with the aim of ensuring a consistent basis of comparison between financial periods or financial years. 3 The Food segment comparable results for 2024 are presented solely for performance comparison purposes and are not included in the consolidated comparable results. Athens, April 27, 2026 On behalf of the Board of Directors The Chief Executive Officer Panagiotis Vassiliadis Annual Financial Report | January -December 2025 152 |
III. ANNUAL FINANCIAL STATEMENTS st st from January 1 to December 31 , 2025 in accordance with the International Financial Reporting Standards Annual Financial Report | January -December 2025 153 |
Ι II. ANNUAL FINANCIAL STATEMENTS i. S tatement of Financial Position i. Statement of Financial Position CONSOLIDATION COMPANY Amounts in thousands € Notes 31.12.2025 31.12.2024 31.12.2025 31.12.2024 ASSETS Non-current assets 5 110,158 46,730 590 207 Tangible assets Other intangible assets 6 89,759 43,927 - - Right-of-use assets 7.1 248,240 246,918 3,335 115 8 167,940 126,790 1,609 - Goodwill Investment in subsidiaries 1.2.1 - - 257,281 218,822 Investment in associates 1.2.2 - 2,606 - - 9 121 124 - - Other financial assets Other long-term receivables 10 582 263 107 9 11 4,675 3,713 - - Deferred tax assets Total non-current assets 621,475 471,072 262,922 219,152 Current assets Inventory 12 126,416 78,379 1,128 - Trade and other receivables 13 75,644 60,377 7,046 376 Other current assets 14 23,093 24,132 12,789 9,095 15 157,357 157,266 72,294 102,930 Cash and cash equivalents Total current assets 382,510 320,154 93,257 112,402 TOTAL ASSETS 1,003,985 791,226 356,179 331,553 EQUITY AND LIABILITIES Equity Share capital 16.1 95,207 100,808 95,207 100,808 Share premium 16.1 28,933 - 28,933 - Reserves 16.2 (15,686) (4,853) (12,070) (1,510) Retained earnings 168,629 123,224 133,450 131,338 Total equity attributable to shareholders of parent 277,083 219,179 245,520 230,636 Non-controlling interests 67,733 540 - - 344,816 219,719 245,520 230,636 Total equity LIABILITIES Long-term liabilities Long-term borrowings 17 149,786 120,240 97,486 96,811 End-of-service employee benefit obligations 18.1 2,805 1,264 80 14 Long-term provisions 18.2 22 59 - - Deferred tax liabilities 11 21,973 8,661 - - Long-term lease liabilities 7.2 258,503 255,002 3,107 76 19 13,333 6,140 53 - Other long-term liabilities 446,422 391,365 100,726 96,900 Total long-term liabilities Short-term liabilities 17 11,557 8,246 120 - Short-term borrowings Suppliers 20 143,298 119,581 5,094 340 Liabilities from taxes and duties 21 12,478 13,114 132 49 7.2 10,021 9,015 465 44 Short-term lease liabilities Other short-term liabilities 22 35,393 30,185 4,122 3,584 212,747 180,141 9,933 4,017 Total short-term liabilities Total liabilities 659,169 571,506 110,659 100,918 TOTAL EQUITY AND LIABILITIES 1,003,985 791,226 356,179 331,553 The accompanying notes on pages 163 to 237 constitute an integral part of these financial statements. Annual Financial Report | January -December 2025 154 |
Ι II. ANNUAL FINANCIAL STATEMENTS ii. Income Statement ii. Income Statement CONSOLIDATION COMPANY 01.01- 01.01- 01.01- 01.01- Amounts in thousands € Notes 31.12.2025 31.12.2024 31.12.2025 31.12.2024 23 481,267 374,244 33,378 1,597 Revenue Cost of sales 24 (316,698) (249,616) (29,045) - 164,569 124,628 4,333 1,597 Gross profit Other revenue 26 12,856 10,198 923 243 24 (104,000) (80,166) (1,361) - Distribution expenses Administrative expenses 24 (31,038) (20,189) (14,805) (6,943) Other expenses 27 (1,155) (1,599) (232) (1) Gain/(loss) from associates (21) (383) - - 41,211 32,489 (11,142) (5,104) Operating results Financial expenses 28 (21,876) (20,494) (7,314) (6,997) 29 2,291 2,813 1,158 1,646 Financial income Other results 30 (857) 50 17,710 121,209 20,769 14,859 412 110,754 Profit/(loss) before tax 31 (9,162) (6,400) (131) - Income tax Profit/(loss) after tax from continuing operations 11,607 8,459 281 110,754 Profit after tax from discontinued operations 36 - 83,779 - - 11,607 92,238 281 110,754 Profit/(loss) after tax Attributable to: Shareholders of the Parent 7,241 91,674 281 110,754 - from continuing operations 7,241 7,895 281 110,754 - 83,779 - - - from discontinued operations Non-controlling interests 4,366 564 - - Total 11,607 92,238 281 110,754 Profit/(loss) per share - basic 32 0.1429 1.9139 0.0055 2.3122 - from continuing operations 0.1429 0.1648 0.0055 2.3122 - from discontinued operations - 1.7490 - - Profit/loss) per share - diluted 32 0.1429 1.9129 0.0055 2.3110 0.1429 0.1647 0.0055 2.3110 - from continuing operations - from discontinued operations - 1.7482 - - Summary of results for the period from continuing operations EBITDA 62,767 50,011 (10,349) (5,069) EBIT 41,211 32,489 (11,142) (5,104) EBT 20,769 14,859 412 110,754 11,607 8,459 281 110,754 EAT EBITDA determination Operating results 41,211 32,489 (11,142) (5,104) 21,556 17,522 793 34 Plus: Depreciation/amortization EBITDA 62,767 50,011 (10,334) (5,069) The Company defines "EBITDA" as profit/(loss) before tax adjusted for financial results and for total depreciation/ amortization (property, plant and equipment, intangible assets, right-of-use assets and grants). The accompanying notes on pages 163 to 237 constitute an integral part of these financial statements. Annual Financial Report | January -December 2025 155 |
Ι II. ANNUAL FINANCIAL STATEMENTS iii. Statement of Comprehensive income iii. Statement of Comprehensive income CONSOLIDATION COMPANY 01.01- 01.01- 01.01- 01.01- Amounts in thousands € Notes 31.12.2025 31.12.2024 31.12.2025 31.12.2024 11,607 92,238 281 110,754 Profit/(loss) after tax Other comprehensive income: Transferred to the Income Statement in subsequent periods Exchange differences on translation of foreign operations (8) 1,346 - - (8) 1,346 - - Total (a) b)Non-transferred to the Income Statement in subsequent periods Actuarial gains/(losses) 120 2 (6) - Deferred tax attributed to actuarial gain/losses 11 (24) 1 4 - Other comprehensive income of associates - 28 - - Total (b) 96 32 (2) - Other comprehensive income after tax 88 1,378 (2) - Total comprehensive income for the period 11,695 93,616 279 110,754 Attributable to: Shareholders of the Parent 7,301 92,952 279 110,754 7,301 8,874 279 110,754 - from continuing operations - from discontinued operations - 84,078 - - Non-controlling interests 4,394 664 - - 11,695 93,616 279 110,754 Total The accompanying notes on pages 163 to 237 constitute an integral part of these financial statements. Annual Financial Report | January -December 2025 156 |
Ι II. ANNUAL FINANCIAL STATEMENTS iv. Consolidated Statement of Changes in Equity iv. Consolidated Statement of Changes in Equity ATTRIBUTABLE TO SHAREHOLDERS OF THE COMPANY Non-controlling Share capital Share premium Reserves Retained earnings Total Total equity Amounts in thousands € interests Balance as at January 1, 2024 19,202 72,994 377 53,750 146,322 1,948 148,270 Profit for the period - - - 91,674 91,674 564 92,238 Other comprehensive income - - 1,278 - 1,278 100 1,378 Total comprehensive income for the period - - 1,278 91,674 92,952 664 93,616 Share capital increase 91,207 (91,207) - - - - - (9,601) - - - (9,601) - (9,601) Share capital decrease Share capital increase expenses - (242) - (31) (274) - (274) Transfer between reserves and retained earnings - 18,456 - (18,456) - - - Statutory reserves - - 36 (36) - - - Grants - - (10) - (10) - (10) Stock awards - - 150 - 150 - 150 Share option plans - - (3,591) - (3,591) - (3,591) Acquisition/disposal of treasury shares - - (2,827) 5 (2,822) - (2,822) Changes due to the disposal of subsidiaries - - (267) (682) (949) (2,396) (3,345) Recognition of minority interests from acquisition of subsidiaries - - - - - 417 417 Dividends - - - (3,000) (3,000) (93) (3,093) 81,607 (72,994) (6,508) (22,201) (20,096) (2,071) (22,167) Transactions with shareholders of the Company Balance as at December 31, 2024 100,808 - (4,853) 123,224 219,179 540 219,719 100,808 - (4,853) 123,224 219,179 540 219,719 Balance as at January 1, 2025 Profit for the period - - - 7,241 7,241 4,366 11,607 - - 60 - 60 28 88 Other comprehensive income/(loss) Total comprehensive income for the period - - 60 7,241 7,301 4,394 11,695 Share capital increase 16,000 32,000 - - 48,000 - 48,000 Share capital decrease (21,601) - - - (21,601) - (21,601) Share capital increase expenses - (3,067) - - (3,067) - (3,067) - - 208 (208) - - - Statutory reserves - - (40) 443 403 - 403 Movement of reserves - - Subsidiary share option (327) - (327) - (327) - - (10,740) 19 (10,721) - (10,721) Acquisition/disposal of treasury shares (note 16.4) - - 6 (6) - - - Changes due to the disposal of associates Changes in ownership % in subsidiaries - - - 37,916 37,916 64,549 102,465 - - Dividends - - - (1,750) (1,750) Transactions with shareholders of the Company (5,601) 28,933 (10,893) 38,164 50,603 62,799 113,402 95,207 28,933 (15,686) 168,629 277,083 67,733 344,816 Balance as at December 31, 2025 The accompanying notes on pages 163 to 237 constitute an integral part of these financial statements. Annual Financial Report | January -December 2025 157 |
Ι II. ANNUAL FINANCIAL STATEMENTS v. Separate Statement of Changes in Equity v. Separate Statement of Changes in Equity Retained Share capital Share premium Reserves Total Amounts in thousands € earnings Balance as at January 1, 2024 19,202 91,450 1,167 20,611 132,429 - - - 110,754 110,754 Profit for the period Other comprehensive income/(loss) - - - - - Total comprehensive income for the period - - - 110,754 110,754 91,207 (91,207) - - - Share capital increase Share capital decrease (9,601) - - - (9,601) Share capital increase expenses - (242) - (31) (273) - - 150 - 150 Stock awards Acquisition/disposal of treasury shares - - (2,827) 5 (2,822) Transactions with shareholders of the Company 81,607 (91,450) (2,677) (27) (12,547) Balance as at December 31, 2024 100,808 - (1,510) 131,338 230,636 100,808 - (1,510) 131,338 230,636 Balance as at January 1, 2025 - - Profit for the period - 281 281 - - Other comprehensive income/(loss) (2) - (2) - - (2) 281 279 Total comprehensive income for the period 16,000 32,000 - - 48,000 Share capital increase (21,601) - - - (21,601) Share capital decrease - (3,067) - - (3,067) Share capital increase expenses Changes due to merger with a subsidiary - - 88 1,906 1,994 Statutory reserves - - 94 (94) - Acquisition/disposal of treasury shares (note 16.4) - - (10,740) 19 (10,721) Transactions with shareholders of the Company (5,601) 28,933 (10,558) 1,831 14,605 Balance as at December 31, 2025 95,207 28,933 (12,070) 133,450 245,520 The accompanying notes on pages 163 to 237 constitute an integral part of these financial statements. Annual Financial Report | January -December 2025 158 |
Ι II. ANNUAL FINANCIAL STATEMENTS vi. Statement of Cash Flows vi. Statement of Cash Flows CONSOLIDATION COMPANY 01.01- 01.01- 01.01- 01.01- Amounts in thousands € Notes 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Operating activities 33 63,087 45,395 (9,956) (7,210) Cash flow from operating activities from continuing operations Less: (12,139) (13,180) (6,282) (7,329) Interests paid (8,306) (8,724) (69) (32) Income taxes paid Net cash flow from operating activities from continuing 42,642 23,491 (16,307) (14,570) operations Net cash flow from operating activities from discontinued 36 - 5,746 - - operations 42,642 29,237 (16,307) (14,570) Net cash flow from operating activities (a) Investing activities Acquisition of subsidiaries, associates, joint ventures and other 35 (122,837) (11,209) (130,000) (12,241) investments 5,6 (11,357) (8,082) (214) (202) Acquisition of tangible and intangible assets Proceeds from disposal of subsidiaries, associate, joint ventures 1,149 115,680 102,500 - and other investment, net of cash acquired 126 59 - - Proceeds from disposal of tangible and intangible fixed assets Proceeds from disposal of financial assets at fair value through 849 - - - profit or loss Payments for share capital increase in subsidiaries and (35) (980) - (2,002) associates - - - 11,819 Proceeds from capital return of subsidiaries 19 388 1,150 6 - Grants received 6 3 - 109,037 Dividends received 2,502 2,695 1,592 1,528 Interest received Net cash flow from investing activities from continuing (129,209) 99,315 (26,116) 107,940 operations Net cash flow from investing activities from discontinued 36 - (2,497) - - operations (129,209) 96,818 (26,116) 107,940 Net cash flow from investing activities (b) Financing activities 16.1 48,000 - 48,000 - Share capital increase 16.1 (3,067) (274) (3,067) (274) Share capital increase expenses 16.2 (10,721) (2,822) (10,721) (2,822) Acquisition/disposal of treasury shares 16.1 (21,602) (9,601) (21,602) (9,601) Share capital return to shareholders Proceeds from non-controlling interests' participation in 102,500 - - - subsidiary share capital increases - (3,000) - - Dividends paid 7.2 (9,595) (9,234) (452) (28) Capital payments of lease liabilities 7.2 (8,543) (7,849) (129) (5) Interest payments of lease liabilities 17 70,891 57,667 50,155 10,000 Proceeds from borrowings 17 (80,744) (144,066) (50,299) (85,099) Repayments of borrowings 17 (242) (65) (205) - Loan issuance costs Net cash flow from financing activities from continuing 86,877 (119,243) 11,680 (87,829) operations Net cash flow from financing activities from discontinued 36 - 115 - - operations 86,877 (119,128) 11,680 (87,829) Net cash flow from financing activities (c) Net increase/(decrease) in cash and cash equivalents (a) + 310 6,926 (30,743) 5,541 (b) + (c) 15 157,266 155,454 102,930 97,389 Opening cash and cash equivalents for the period - - 252 - 35.3 Plus: Cash available from mergers with subsidiaries 36 - (5,114) - - Less: Cash and cash equivalents from discontinued operations (219) (3) (145) - Effects from foreign exchange translation differences 15 157,357 157,266 72,294 102,930 Closing cash and cash equivalents for the period The accompanying notes on pages 163 to 237 constitute an integral part of these financial statements. Annual Financial Report | January -December 2025 159 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements vii. Notes to the Annual Financial statements 1. Information about the Group ............................................................................................................. 163 1.1. General Information .................................................................................................................................... 163 1.2. Structure .................................................................................................................................................... 163 1.2.1. Investment in subsidiaries ............................................................................................................................... 165 1.2.2. Investments in associates ............................................................................................................................... 166 1.3. Scope of Operations ................................................................................................................................... 167 2. Framework for the preparation of Financial Statements ..................................................................... 168 2.1. Compliance with IFRS ................................................................................................................................. 168 2.2. Basis for preparation ................................................................................................................................... 168 2.3. Approval of the Financial Statements .......................................................................................................... 168 2.4. Reporting period ......................................................................................................................................... 168 2.5. Presentation of Financial Statements .......................................................................................................... 168 2.6. Significant accounting judgements, estimates and assumptions .................................................................. 168 2.7. New Standards and Interpretations ............................................................................................................. 171 2.7.1. New Standards, Interpretations, Revisions and Amendments to existing Standards that are effective and have been adopted by the European Union ......................................................................................................................................... 171 2.7.2. New Standards, Interpretations, Revisions and Amendments to existing Standards that have not been applied yet or have not been adopted by the European Union ................................................................................................................... 172 3. Significant accounting policies ......................................................................................................... 174 3.1. Consolidation ............................................................................................................................................. 174 3.1.1. Subsidiaries.................................................................................................................................................... 174 3.1.2. Associates...................................................................................................................................................... 174 3.1.3. Non-controlling interests ................................................................................................................................. 175 3.1.4. Business Combinations under common control ............................................................................................... 175 3.1.5. Foreign currency conversion ............................................................................................................................ 175 3.2. Intangible Assets ........................................................................................................................................ 176 3.3. Tangible assets ........................................................................................................................................... 176 3.4. Goodwill ..................................................................................................................................................... 177 3.5. Non-financial assets ................................................................................................................................... 177 3.6. Other financial assets ................................................................................................................................. 177 3.7. Financial instruments ................................................................................................................................. 178 3.7.1. Initial recognition and derecognition ................................................................................................................ 178 3.7.2. Classification and Measurement of Financial Assets ........................................................................................ 178 3.7.3. Subsequent measurement of financial assets .................................................................................................. 178 3.7.4. Impairment of financial assets ......................................................................................................................... 179 3.7.5. Classification and measurement of Financial Liabilities .................................................................................... 179 3.7.6. Classification and measurement of subsidiaries call and put options ................................................................ 179 3.7.7. Fair value measurement methods .................................................................................................................... 180 3.7.8. Derecognition ................................................................................................................................................. 180 3.8. Offsetting ................................................................................................................................................... 180 3.9. Inventory .................................................................................................................................................... 181 3.10. Cash and cash equivalents .................................................................................................................. 181 3.11. Share Capital....................................................................................................................................... 181 3.12. Income Tax .......................................................................................................................................... 181 3.12.1. Current Income Tax ......................................................................................................................................... 181 3.12.2. Deferred Income Tax ....................................................................................................................................... 182 3.13. Employee benefits ............................................................................................................................... 182 3.13.1. Defined contribution plan ................................................................................................................................ 182 3.13.2. Defined benefit plan ........................................................................................................................................ 182 3.13.3. Short-term employee benefits ......................................................................................................................... 183 3.14. Grants ................................................................................................................................................. 183 3.15. Revenue recognition ............................................................................................................................ 183 3.15.1. Sale of goods .................................................................................................................................................. 184 3.15.2. Provision of services........................................................................................................................................ 184 3.15.3. Interest Income .............................................................................................................................................. 184 3.15.4. Income from royalties ..................................................................................................................................... 184 3.15.5. Dividends ....................................................................................................................................................... 184 Annual Financial Report | January -December 2025 160 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements 3.16. Expenses recognition ........................................................................................................................... 184 3.17. Earnings per share ............................................................................................................................... 185 3.18. Leases ................................................................................................................................................ 185 3.18.1. The Company and its investments as lessees ................................................................................................... 185 3.18.2. The Company and its investments as lessors.................................................................................................... 185 3.19. Distribution of dividends ...................................................................................................................... 185 3.20. Provisions ........................................................................................................................................... 186 3.21. Contingent liabilities ............................................................................................................................ 186 3.22. Contingent assets................................................................................................................................ 186 3.23. Disclosures of comparative restatements ............................................................................................ 186 4. Financial risk .................................................................................................................................... 186 4.1. Credit risk ................................................................................................................................................... 187 4.2. Liquidity risk ............................................................................................................................................... 189 4.3. Interest rate risk .......................................................................................................................................... 190 4.4. Foreign currency risk ................................................................................................................................... 190 4.5. Capital management risk ............................................................................................................................ 191 5. Tangible Assets ................................................................................................................................ 192 6. Intangible Assets .............................................................................................................................. 194 7. Leases ............................................................................................................................................. 195 7.1. Right-of-use assets ..................................................................................................................................... 196 7.2. Lease liabilities ........................................................................................................................................... 197 8. Goodwill .......................................................................................................................................... 200 9. Other financial assets....................................................................................................................... 202 10. Other long-term receivables ............................................................................................................. 202 11. Deferred tax assets and liabilities ..................................................................................................... 202 12. Inventories ....................................................................................................................................... 205 13. Trade receivables ............................................................................................................................. 205 14. Other current assets ......................................................................................................................... 206 15. Cash and cash equivalent ................................................................................................................. 207 16. Equity .............................................................................................................................................. 207 16.1. Share capital and share premium ......................................................................................................... 207 16.2. Reserves ............................................................................................................................................. 209 16.3. Non-controlling interest ....................................................................................................................... 211 16.4. Treasury Shares Acquisition ................................................................................................................. 212 17. Borrowings ....................................................................................................................................... 212 18. Provisions ........................................................................................................................................ 214 18.1. Employee termination benefit obligations ............................................................................................. 214 18.2. Other long-term provisions .................................................................................................................. 215 19. Other long-term liabilities ................................................................................................................. 216 20. Suppliers ......................................................................................................................................... 216 21. Tax and duties payable ..................................................................................................................... 216 22. Other short-term liabilities ............................................................................................................... 217 23. Revenue ........................................................................................................................................... 217 24. Analysis and allocation of expenses .................................................................................................. 217 25. Employee benefits ............................................................................................................................ 218 26. Other income ................................................................................................................................... 219 27. Other expenses ................................................................................................................................ 219 28. Financial expenses ........................................................................................................................... 219 29. Financial income .............................................................................................................................. 219 30. Other results .................................................................................................................................... 220 31. Income tax ....................................................................................................................................... 220 32. Earnings/(losses) per share............................................................................................................... 221 33. Cash flows from operating activities ................................................................................................. 222 34. Segment reporting ............................................................................................................................ 222 35. Business Combinations .................................................................................................................... 224 35.1. Acquisition of BLUESTREAM SOLUTIONS S.A. ...................................................................................... 224 35.2. Acquisition of BARBA STATHIS S.A........................................................................................................ 226 35.3. Merger with IDEAL TECHNOLOGY S.A. ................................................................................................. 227 Annual Financial Report | January -December 2025 161 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements 36. Discontinued operations .................................................................................................................. 229 37. Fair values ....................................................................................................................................... 231 38. Unaudited tax years .......................................................................................................................... 232 39. Additional information and explanations ........................................................................................... 233 39.1. Related party transactions ................................................................................................................... 233 39.2. Encumbrances .................................................................................................................................... 234 39.3. Contingent liabilities ............................................................................................................................ 235 39.4. Auditors’ fees ...................................................................................................................................... 236 40. Reclassifications.............................................................................................................................. 236 41. Subsequent events ........................................................................................................................... 236 Annual Financial Report | January -December 2025 162 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements 1. Information about the Group 1.1. General Information IDEAL HOLDINGS S.A. (the Company) is incorporated as a Societe Anonyme, is the parent company of the Group and was founded in 1972 (Government Gazette 1388/7.7.1972). It is registered in the Register of Societe Anonyme under registration number 1870/06/B/86/20 and in the General Commercial Register (G.E.M.I.) under number 000279401000. The Company's registered office is in the Municipality of Athens, at 25 Kreontos Street, P.O. Box 10442 . The Company is listed on the Main Market of the Athens Stock Exchange and its shares have been traded since August 9, 1990 in the Small and Medium Capitalization category under the code INTEK and participates in the following stock exchange indices: FTSE_TT (FTSE/ATHEX TECHNOLOGY & TELECOMMUNICATIONS), HELMSI (Hellenic Mid & Small Cap Index), ATHEX_ESG (ATHEX ESG Index), DOM (ATHEX All Share Index), GD (Athex Composite Share Price Index), FTSEM (FTSE/ATHEX Mid Cap Index), FTSED (FTSE/ATHEX High Dividend Yield Index), FTSEDTR (FTSE/ATHEX High Dividend Yield Index Total Return), TR_FTSEM (FTSE/Athex Mid Cap Total Return), SAGD (Athex Composite Index Total Return Index) and FTSEA (FTSE/ATHEX Market Index). 1.2. Structure These financial statements comprise the financial statements of the parent company and its investments. The table below presents the investments included in the consolidated financial statements, direct and indirect participation percentages through which the parent company exercises control as well as the consolidation method.

COMPANY | CONSOLIDATION METHOD | PARTICIPATION PERCENTAGE 31.12.2025 | PARTICIPATION PERCENTAGE 31.12.2024
PARENT |  |  |
IDEAL HOLDINGS S.A. | - | - | -
SUBSIDIARIES |  |  |
ADACOM S.A. | Full consolidation | 75.00% | 99.92%
ATTICA DEPARTMENT STORES S.A. | Full consolidation | 75.00% | 100.00%
BARBA STATHIS S.A. | Full consolidation | 75.00% | -
HALVATZIS MAKEDONIKI S.A. | Full consolidation | 75.00% | -
ADACOM CYBER SECURITY CY LTD | Full consolidation | 75.00% | 99.92%
BLUESTREAM SOLUTIONS S.A. | Full consolidation | 56.25% | 75.00%
BYTE COMPUTER S.A. | Full consolidation | 75.00% | 100.00%
IDEAL SOFTWARE SOLUTIONS S.A. | Full consolidation | 75.00% | -
IDEAL TECHNOLOGY S.A. | Full consolidation | - | 100.00%
METROSOFT S.A. | Full consolidation | 100.00% | 100.00%
TECHNEST SOFTWARE LTD | Full consolidation | 75.00% | 100.00%
KT GOLDEN RETAIL VENTURE LTD | Full consolidation | 100.00% | 100.00%
KYMORA LIMITED | Full consolidation | 75.00% | -
S.I.C.C. HOLDING LIMITED | Full consolidation | - | 100.00%
UNCLE STATHIS EOOD | Full consolidation | 75.00% | -
ASSOCIATES |  |  |
RETAIL VISION UNITED DITRIBUTION S.A. | Equity | - | 49.00%
CM DELTA APPAREL ROMANIA S.A. | Equity | - | 39.00%
STESTA DISTRIBUTION LTD | Equity | - | 24.99%
IDEAL GLOBAL LTD | Equity | 50.00% | 50.00%
IDEAL GRAFICO LTD | Equity | 25.00% | 25.00%

IDEAL GLOBAL LTD, in which the Company holds an interest classified as an associate, has been dormant since 2002. Due to its inactivity and the absence of significant assets or operations, the investment in IDEAL GLOBAL LTD has been fully impaired, both in the Company’s separate financial statements and in the consolidated financial statements (under “Investments in associates”). Annual Financial Report | January -December 2025 163 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements IDEAL GRAFICO LTD, in which the Company holds an interest classified as an associate, no longer carries out any substantive activity, and Management does not expect any future economic benefits from this investment. As a result, the investment in IDEAL GRAFICO LTD has been fully impaired, both in the Company’s separate financial statements and in the consolidated financial statements (under “Investments in associates”). IDEAL HOLDINGS S.A. & IDEAL TECHNOLOGY S.A. In January 2025, the incorporation of IDEAL SOFTWARE SOLUTIONS S.A. was completed through the partial demerger of the business segment involved in the development, customization, distribution, and provision of support and maintenance services for the i-DOCS Customer Communication Management software, previously held by the subsidiary IDEAL TECHNOLOGY S.A. Subsequently, on 02.10.2025, IDEAL TECHNOLOGY S.A. was merged into the Company via absorption. RESTRUCTURING OF THE IT SEGMENT During the year, the Company completed the restructuring of its IT segment by separating the distribution activity of technology products, IT software and cybersecurity solutions, and establishing a sub-group with parent company BYTE COMPUTER S.A. (the “BYTE Group”), under which the Company’s IT investments were consolidated. The objective of this restructuring was to simplify the corporate structure, optimize operating and administrative costs, and enhance tax efficiency, including the optimal utilization of deferred taxation. As part of this restructuring, the Company contributed and transferred its participation in the subsidiary BLUESTREAM SOLUTIONS S.A. to BYTE COMPUTER S.A., while BYTE COMPUTER S.A. transferred to the Company its participations in IDEAL TECHNOLOGY S.A. and METROSOFT S.A., both of which operate in the distribution sector. Following the completion of the restructuring, the IT segment now includes activities covering a broad range of higher value-added services, including integrated IT solutions, cybersecurity and trust services, cloud services, as well as the development of Customer Communication Management software (i-DOCS). Post-restructuring, BYTE COMPUTER S.A. directly holds 100% of the shares ADACOM ADVANCED INTERNET APPLICATIONS S.A. and IDEAL SOFTWARE SOLUTIONS S.A., as well as 75% of the shares of BLUESTREAM SOLUTIONS S.A. (with the remaining 25% held by non-controlling interests). The Company’s direct and indirect ownership percentages in the transferred participations remain unchanged. S.I.C.C. HOLDING LIMITED On 31.03.2025, the merger of S.I.C.C. HOLDING LIMITED into its parent company, ADACOM CYBER SECURITY CY LTD, was completed. BARBA STATHIS S.A. On 31.03.2025, the Company completed the acquisition of 100% of the share capital of the company BARBA STATHIS S.A. for a total price of € 130 million. Of this amount, € 91.3 million was funded by the Company’s own equity, while € 38.7 million was covered through bank borrowing. BARBA STATHIS S.A. is the parent company of the Bulgarian company UNCLE STATHIS EOOD, which, like its parent, operates in the production and trade of frozen foods, and of HALVATZIS MAKEDONIKI S.A., which operates in the production of vegetables and ready-made steamed meals. KYMORA LIMITED During the current fiscal year, Oak Hill Advisors (UK) LLP and its associates (“OHA”) an made an investment totalling € 102.5 million. Upon completion of the transaction, OHA acquired 25% of the Company's holdings in the IT, Food, and Specialized Retail segments. As part of this transaction, the Company established the subsidiary KYMORA LTD and subsequently contributed and transferred to KYMORA LTD 100% of the shares of its subsidiaries: BYTE COMPUTER S.A., BARBA STATHIS S.A., and ATTICA DEPARTMENT STORES S.A. The transaction was finalized with OHA acquiring 25% of the shares of KYMORA LTD through a different class of shares. Annual Financial Report | January -December 2025 164 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements RETAIL VISION UNITED DISTRIBUTION S.A. On 29.12.2025, the subsidiary ATTICA DEPARTMENT STORES S.A. sold its 49% participation interest in RETAIL VISION UNITED DISTRIBUTION S.A., and consequently in its subsidiaries CM DELTA APPAREL ROMANIA S.A. and STESTA DISTRIBUTION LTD, for a total amount of € 1.7 million. From the aforementioned transaction, losses amounting to € 0.9 million were recognized in the Consolidated Statement of Profit or Loss under the line item “Other results”. All investments in the separate financial statements are measured at cost less any impairment losses. 1.2.1. Investment in subsidiaries The Company’s participating interest in subsidiaries as at 31.12.2025 is recorded in the following table:

Amounts in thousands € | 31.12.2025 | 31.12.2024
Opening acquisition cost of investment | 251,579 | 266,581
Additions/increases | 310,750 | 62,200
Disposals/decreases | (305,048) | (77,202)
Closing acquisition cost of investment | 257,281 | 251,579
Accumulated impairment | - | (32,757)
Net value of investment in subsidiaries | 257,281 | 218,822

31.12.2025 - Amounts in thousands € | Cost | Impairment | Balance sheet Value | Country | Participation percentage
DIRECT |  |  |  |  |
METROSOFT S.A. | 2,210 | - | 2,210 | GREECE | 100.00%
KT GOLDEN RETAIL VENTURE LTD | 97,571 | - | 97,571 | CYPRUS | 100.00%
KYMORA LIMITED | 157,500 | - | 157,500 | CYPRUS | 38.41%
Total | 257,281 | - | 257,281 |  |
INDIRECT |  |  |  |  |
ADACOM S.A. |  |  |  | GREECE | 75.00%
ATTICA DEPARTMENT STORES S.A. |  |  |  | GREECE | 75.00%
BARBA STATHIS S.A. |  |  |  | GREECE | 75.00%
HALVATZIS MAKEDONIKI S.A. |  |  |  | GREECE | 75.00%
ADACOM CYBER SECURITY CY LTD |  |  |  | CYPRUS | 75.00%
BLUESTREAM SOLUTIONS S.A. |  |  |  | GREECE | 56.25%
BYTE COMPUTER S.A. |  |  |  | GREECE | 75.00%
IDEAL SOFTWARE SOLUTIONS S.A. |  |  |  | GREECE | 75.00%
KYMORA LIMITED |  |  |  | CYPRUS | 36.59%
TECHNEST SOFTWARE LTD |  |  |  | UNITED KINGDOM | 75.00%
UNCLE STATHIS EOOD |  |  |  | BULGARIA | 75.00%

Annual Financial Report | January -December 2025 165 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements

31.12.2024 - Amounts in thousands € | Cost | Impairment | Balance sheet Value | Country | Participation percentage
DIRECT |  |  |  |  |
BYTE COMPUTER S.A. | 108,960 | - | 108,960 | GREECE | 100.00%
KT GOLDEN RETAIL VENTURE LTD | 97,571 | - | 97,571 | CYPRUS | 100.00%
BLUESTREAM SOLUTIONS S.A. | 12,241 | - | 12,241 | GREECE | 75.00%
S.I.C.C. HOLDING LTD | 32,807 | (32,757) | 50 | CYPRUS | 100.00%
Total | 251,579 | (32,757) | 218,822 |  |
INDIRECT |  |  |  |  |
ADACOM S.A. |  |  |  | GREECE | 99.92%
ATTICA DEPARTMENT STORES S.A. |  |  |  | GREECE | 100.00%
METROSOFT S.A. |  |  |  | GREECE | 100.00%
IDEAL TECHNOLOGY S.A. |  |  |  | GREECE | 100.00%
ADACOM CYBER SECURITY CY LTD |  |  |  | CYPRUS | 99.92%
TECHNEST SOFTWARE LTD |  |  |  | UNITED KINGDOM | 100.00%

In accordance with the accounting policies followed and the requirements of IAS 36, the Company performs impairment tests on its assets at the end of each annual reporting period if there are indications of impairment. The relevant impairment test may be performed earlier when indications of a potential impairment loss arise. The assessment carried out focuses on both external and internal factors. The Company, during the financial year 2024, recognized an impairment loss on the value of its investment in the subsidiary S.I.C.C. HOLDING LTD amounting to € 32,757 k, following the disposal of its entire (100%) participation in ASTIR VITOGIANNIS BROS S.A., which resulted in a gain of € 73.7 million (Note 36), as S.I.C.C. HOLDING LTD does not hold any other significant assets. Accordingly, the recoverable amount of the Company’s investment in S.I.C.C. HOLDING LTD was assessed as equal to its carrying amount, and a corresponding impairment loss was recognized. The Company and its investments have no interests in non-consolidated structured entities. 1.2.2. Investments in associates The values of the Company's investments in associates as of 31.12.2025 are as follows:

| CONSOLIDATION | COMPANY
Amounts in thousands € | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024
Opening acquisition cost of investment | 5,231 | 4,606 | 2,625 | 2,625
Additions from acquisition of subsidiaries | - | - | - | -
Additions/increases | - | 980 | - | -
Disposals/decreases | (2,585) | - | - | -
Proportion of profit for the period | (21) | (383) | - | -
Proportion of other comprehensive income | - | 28 | - | -
Closing acquisition cost of investment | 2,625 | 5,231 | 2,625 | 2,625
Accumulated impairment | (2,625) | (2,625) | (2,625) | (2,625)
Net value from investment in associates | - | 2,606 | - | -

Annual Financial Report | January -December 2025 166 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements

31.12.2025 - Amounts in thousands € | Cost | Impairment | Balance sheet Value | Country | Participation percentage
DIRECT |  |  |  |  |
IDEAL GLOBAL LTD | 186 | (186) | - | CYPRUS | 50.00%
IDEAL GRAFICO LTD | 2,439 | (2,439) | - | CYPRUS | 25.00%
Total | 2,625 | (2,625) | - |  |
INDIRECT |  |  |  |  |
RETAIL VISION UNITED DISTRIBUTION S.A. | - | - | - | GREECE | -
Total | - | - | - |  |
Total direct and indirect investments | 2,625 | (2,625) | - |  |

31.12.2024 – Amounts in thousands € | Cost | Impairment | Balance sheet Value | Country | Participation percentage
DIRECT |  |  |  |  |
IDEAL GLOBAL LTD | 186 | (186) | - | CYPRUS | 50.00%
IDEAL GRAFICO LTD | 2,439 | (2,439) | - | CYPRUS | 25.00%
Total | 2,625 | (2,625) | - |  |
INDIRECT |  |  |  |  |
RETAIL VISION UNITED DISTRIBUTION S.A. | 2,606 | - | 2,606 | GREECE | 49.00%
Total | 2,606 | - | 2,606 |  |
Total direct and indirect investments | 5,231 | (2,625) | 2,606 |  |

Although, in accordance with IAS 28, investments in associates are, in principle, accounted for using the equity method, the Company does not apply this method to certain associates where its impact is considered immaterial for the purposes of the fair presentation of the consolidated financial statements. In such cases, the respective investments are accounted for at cost, less any impairment losses. 1.3. Scope of Operations The Company operates in the following segments through its investments: ❖ IT ❖ Specialized retail ❖ Food ❖ Distribution of technology products, IT and cybersecurity software More specifically: ⮚ In the IT segment, the Company is active, through its investment in BYTE Group, in various IT sectors, in particular: ❖ Trust and Cybersecurity Services through ADACOM S.A. and its subsidiaries, ❖ Complete IT solutions and Trust Services through BYTE COMPUTER S.A., ❖ Development of Customer Communication Management i-DOCS software through IDEAL SOFTWARE SOLUTIONS S.A., ❖ Cloud infrastructure, Migration and Support services through BLUESTREAM SOLUTIONS S.A. ⮚ In the segment of Specialized retail trade, the Company is active through its investment in ATTICA DEPARTMENT STORES S.A., in leasing and operation of commercial department stores. ⮚ During the current period, the Company began operating in the Food Segment, through its investment in BARBA STATHIS S.A., whose acquisition was completed on 31.03.2025. BARBA STATHIS S.A. is a leading company in production and marketing of frozen foods, while it operates in production of vegetables and ready-made steamed meals through its subsidiary HALVATZIS MAKEDONIKI S.A. Annual Financial Report | January -December 2025 167 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements  In the Distribution of technology products, IT and cybersecurity software segment, the Group operates both through the parent Company (following the merger with its subsidiary IDEAL TECHNOLOGY S.A., (note 35.3) and through METROSOFT S.A. 2. Framework for the preparation of Financial Statements 2.1. Compliance with IFRS For the preparation of these financial statements, all the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and their Interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC), which have been adopted by the European Union and were mandatory for the fiscal year, have been considered. 2.2. Basis for preparation The consolidated and separate financial statements have been prepared on the historical cost basis, as modified by the measurement of certain categories of assets and liabilities at fair value, and on the basis of the going concern assumption. 2.3. Approval of the Financial Statements The accompanying annual consolidated and separate financial statements were approved by the Company’s Board of Directors on 27.04.2026 and are subject to final approval of the Annual General Meeting of Shareholders which will be held on 04.06.2026 and may be amended in accordance with the law. 2.4. Reporting period The accompanying consolidated and separate financial statements cover the period from January 1st, 2025, to December 31st, 2025. 2.5. Presentation of Financial Statements These annual consolidated and separate financial statements are presented in €, which is the Group's functional currency, i.e., the currency of the primary economic environment in which the parent Company operates. All the amounts are presented in thousands unless otherwise stated and are rounded to the nearest thousand (any differences in totals are due to rounding). 2.6. Significant accounting judgements, estimates and assumptions The preparation of ﬁnancial statements requires the management to make judgements, estimates and assumptions that aﬀect the reported amounts of assets, liabilities, revenues, expenses and disclosures of contingent liabilities included in the ﬁnancial st atements. The Management on an ongoing basis evaluates these estimates and assumptions, which primarily include pending legal cases, provision for expected credit losses, useful lives of non-ﬁnancial assets, impairment of property, plant and equipment, im pairment of goodwill, impairment of intangible assets, impairment of equity investments, provision for termination beneﬁts, recognition of income and expenses and income taxes. The Company and its investments consider climate change related issues in estimates and assumptions where appropriate. Although the Company and its investments believe that their business model and services will continue to be sustainable after the transition to a low-emissions economy, climate-related issues increase uncertainty in estimates and assumptions in various items in the ﬁnancial statements. In particular, climate-related matters are taken into account, among other factors, in estimating the useful lives of non-ﬁnancial assets and the recoverable amount of food processing and logistics facilities, as well as in the impairment assessment of property, plant and equipment and the evaluation of provisions for legal and regulatory obligations. To this end, relevant changes and developments, such as new legislation on climate change mitigation, are closely monitored. Management's estimates and assumptions are based on existing experience and various other factors considered reasonable and form the basis for making decisions about the carrying amounts Annual Financial Report | January -December 2025 168 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements of assets and liabilities that are not readily available from other sources. Actual results may diﬀer from these estimates under diﬀerent assumptions or circumstances. Signiﬁcant accounting estimates and assumptions relating to future and other key sour ces of uncertainty at the date of the ﬁnancial statements that have a signiﬁcant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next ﬁnancial year are as follows: i. Goodwill impairment The Company and its investments assess goodwill for impairment at least on an annual basis, as well as whenever events or changes in circumstances indicate a potential impairment. For this purpose, it is necessary to estimate the value in use of each cash-generating unit (CGU) to which goodwill has been allocated. The estimation of value in use requires the development of assumptions regarding the future cash ﬂows of each CGU (e.g. revenue growth rates, EBITDA margins, and capital expenditure levels), as well as the determination of an appropriate discount rate (WACC) based on the risk characteristics of each CGU. Due to the level of judgement involved in these assumptions, reasonably possible changes could materially aﬀect the estimation of the recoverabl e amount and, consequently, the amount of any impairment loss. Further details regarding goodwill impairment testing and the assumptions used are provided in Note 8. ii. Provision for Income Tax The provision for income tax in accordance with IAS 12 "Income Taxes" relates to the amounts of taxes expected to be paid to the tax authorities and includes the provision for current income tax and the provision for additional taxes that may arise as a result of an inspection performed by the tax authorities. The Company's investments are subject to diﬀerent income tax jurisdictions and therefore signiﬁcant judgment is required by the management in order to determine the provision for income taxes. The r eported income taxes may diﬀer from these estimates due to future changes in tax laws, signiﬁcant changes in the laws of the countries in which the Company and its investments operate, or unanticipated eﬀects of the ﬁnal determination of each year's ta x liability by the tax authorities. These changes may have a signiﬁcant impact on the ﬁnancial position of the Company and its investments. If the resulting ﬁnal additional taxes are diﬀerent from the amounts originally recorded, these diﬀerences will aﬀect income tax and deferred tax provisions in the ﬁscal year in which the tax diﬀerences are determined. iii. Deferred tax assets and obligations Deferred tax assets and obligations are recognized for temporary diﬀerences between the carrying amount and the tax base of assets and liabilities using tax rates enacted or substantively enacted and expected to apply in the periods in which the diﬀerenc es are expected to reverse. Deferred tax assets are recognized for all deductible temporary diﬀerences and carry forward tax losses to the extent it is probable that taxable proﬁt will be available against which the deductible temporary diﬀerences and c arry forward unused tax losses can be utilized. The Company and its investments take into account the existence of future taxable income and follow an ongoing conservative tax planning strategy in estimating the recovery of deferred tax assets. Accounting estimates related to deferred tax assets require management to make assumptions about the timing of future events, such as the likelihood of expected future taxable income and available tax planning opportunities. The recognition of deferred tax assets on tax losses amounting to € 2,186 k was based on Management’s assessment of future proﬁtability within the carryforward period. iv. Provisions for expected credit losses from trade receivables and contractual assets The Company and its investments apply the simpliﬁed approach provided in IFRS 9 to calculating expected credit losses, whereby the provision for losses is always measured at an amount equal to the expected lifetime credit losses for trade receivables and contractual assets. The Company and its investments have established a provision for expected credit losses to adequately cover the loss that can be reliably estimated and arises from these receivables. Given the big number of customers, it is not Annual Financial Report | January -December 2025 169 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements practical to consider collectability of each account individually, and therefore, at each ﬁnancial statement date all receivables are estimated based on historical trends, statistical data, future expectations regarding overdue and written oﬀ trade recei vables, the reactivation rates of such customers, and the recovery rates of written oﬀ trade receivables. The provision is adjusted by charging it to the income statement for the year. Any write oﬀs of receivables from accounts receivable are made through the provision that has been made. v. Deﬁned beneﬁt plans Liabilities for termination beneﬁts are determined on the basis of actuarial studies. An actuarial study includes various assumptions that may diﬀer from actual future developments. They include determination of discount rates, rates of future salary increase, retirement rates, mortality and disability rates, retirement ages and other fact ors. Changes in these key assumptions can have a signiﬁcant eﬀect on the liability and related expenses in each period. The net cost for the period consists of the present value of beneﬁts earned during the period, the accrual of the future obligation, the vested past service cost and actuarial gains or losses. Given the long-term nature of a deﬁned beneﬁt plan, these assumptions are subject to a signiﬁcant degree of uncertainty. All assumptions are reviewed at each reporting date. The Employee Termin ation Beneﬁts are not funded. vi. Estimate of the useful life of non-ﬁnancial assets The Company and its investments are required to estimate the useful lives of tangible and intangible assets recognized either through acquisition or business combinations. These estimates are reviewed at least annually, taking into account the new data and market conditions. vii. Contingent liabilities and provisions The Company and its investments are involved in various litigation and legal cases and review the status of each signiﬁcant case on a periodic basis and assess potential ﬁnancial risk based on the opinion of the legal services. If the potential loss from any litigation or legal case is considered probable and the amount can be reliably estimated, the Company and its investments calculate a provision for the estimated loss. Both the determination of probability and the determination of whether the risk can be reliably estimated require signiﬁcant management judgment. As additional information becomes available, the Company and its investments reassess the potential liability associated with pending litigation and legal matters and may revise their estimates of the likelihood of an adverse outcome and the related estimate of probable loss. Such revisions of estimates of the potential liability may have a signiﬁcant impact on the ﬁnancial position and the results of the Company and its investments. viii. Impairment of tangible and intangible assets Determination of impairment of property, plant and equipment requires the use of estimates related to, but not limited to, the cause, timing and amount of the impairment. Impairment is based on a large number of factors, including changes in the current competitive conditions, growth expectations for the market in which the Company and its investments operate, increases in the cost of capital, future ﬁnancing availability, technological obsolescence, discontinuation of services, current replacement costs, amounts paid for comparable transactions and other changes in circumstances, including climatic factors, that indicate impairment may exist. The recoverable amount is usually determined using the discounted cash ﬂow method. Identiﬁcation of impairment indicators, as well as estimates of future cash ﬂows and determination of the fair values of assets, requi re the management to make signiﬁcant judgements about identiﬁcation and assessment of impairment indicators, expected cash ﬂows, discount rates to be applied, useful lives and residual values of assets. Annual Financial Report | January -December 2025 170 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements ix. Capitalisation of software development costs The Company’s investments operating in the IT sector internally develop software and other IT applications, for which part of the related costs (mainly development personnel payroll) is capitalised as an intangible asset when the recognition criteria of IAS 38 “Intangible Assets” are met. Management exercises signiﬁcant judgement in distinguishing between the research phase (where costs are expensed) and the development phase (where costs may be capitalised), as well as in substantiating, among other things, the technical feasibility of completing the software, the Company’s intention and ability to complete and use or commercially exploit it, and the existence of expected future economic beneﬁts a rising from its use. The estimation of the software’s useful life and the allocation of personnel costs between development and maintenance activities also involve signiﬁcant assumptions. Any changes in these assumptions may result in material changes in the amount of capitalised costs, the amortisation of intangible assets, and the operating results of future periods. x. Leases (IFRS 16) The Company and its investments apply IFRS 16 “Leases” and recognize lease liabilities and corresponding right- of-use assets for the majority of their leases. The determination of the lease term requires signiﬁcant judgement by Management, particularly in cases where leases include optional extension periods or early termination rights. In assessing the lease term, Management considers all relevant economic factors and incentives that provide suﬀicient evidence as to whether such options will be exercised or not. In addition, the determination of the discount rate (in cases where the interest rate implicit in the lease is not readily determinable) requires the use of estimates, as the Company and its investments apply the incremental borrowing rate, taking into account the lease term, currency, nature of the underlying asset, and credit risk. Any changes in these assumptions may have a material impact on the carrying amount of right-of-use assets and lease liabilities, as well as on the related depreciation and interest expenses in subsequent periods. xi. Put /Call options) and earn-outs (IFRS 6) In certain acquisitions, the Company and its investments have entered into agreements for the acquisition of the remaining non-controlling interests (put and/or call options) and/or have undertaken obligations to pay additional consideration (earn-outs). The measurement of the related liabilities requires signiﬁcant estimates by Management, including, among others: (a) the future performance of the relevant cash-generating units (e.g. revenue, proﬁtability), (b) the valuation multiples or other parameter s used to determine the consideration, and (c) the appropriate discount rate. Any changes in these assumptions may result in material changes in the value of the related liabilities and in movements in the equity attributable to the shareholders of the parent. 2.7. New Standards and Interpretations 2.7.1. 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 01.01.2025. • 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 Annual Financial Report | January -December 2025 171 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements rate due to a lack of exchangeability. The amendments do not affect the consolidated and separate Financial Statements. The above have been adopted by the European Union with effective date of 01.01.2025. 2.7.2. 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. • IFRS 9 & IFRS 7 “Amendments to the Classification and Measurement of Financial Instruments” (effective for annual periods starting on or after 01.01.2026) In May 2024, the International Accounting Standards Board (IASB) issued amendments to the Classification and Measurement of Financial Instruments which amended IFRS 9 “Financial Instruments” and IFRS 7 “Financial Instruments: Disclosures”. Specifically, the new amendments clarify when a financial liability should be derecognized when it is settled by electronic payment. Also, the amendments provide additional guidance for assessing contractual cash flow characteristics to financial assets with features related to ESG-linked features (environmental, social, and governance). IASB amended disclosure requirements relating to investments in equity instruments designated at fair value through other comprehensive income and added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs. The amendments are effective for accounting periods on or after 1 January 2026. The Company and its investments will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union. • Amendments to IFRS 9 and IFRS 7 “Contracts Referencing Nature-dependent Electricity” (effective for annual periods starting on or after 01.01.2026) On 18 December 2024 the International Accounting Standards Board (IASB) issued amendments to IFRS 9 “Financial Instruments” and IFRS 7 “Financial Instruments: Disclosures” to help companies better report the financial effects of nature-dependent electricity contracts, which are often structured as power purchase agreements (PPAs). Nature-dependent electricity contracts help companies to secure their electricity supply from sources such as wind and solar power. The amount of electricity generated under these contracts can vary based on uncontrollable factors such as weather conditions. The amendments allow companies to better reflect these contracts in the financial statements, by a) clarifying the application of the ‘own-use’ requirements, b) permitting hedge accounting if these contracts are used as hedging instruments and c) adding new disclosure requirements to enable investors to understand the effect of these contracts on a company’s financial performance and cash flows. The amendments are effective for accounting periods on or after 1 January 2026, with early application permitted. The Company and its investments 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 01.01.2026. • Annual Improvements to IFRS Standards-Volume 11 (effective for annual periods starting on or after 01.01.2026) In July 2024, the IASB issued the Annual Improvements to IFRS Accounting Standards-Volume 11 addressing minor amendments to the following Standards: IFRS 1 ‘First-time Adoption of International Financial Reporting Standards’: Hedge Accounting by a First-time Adopter, IFRS 7 ‘Financial Instruments: Disclosures’: Gain/Loss on derecognition, Disclosure of deferred difference between fair value and transaction price, and Credit risk disclosures, IFRS 9 ‘Financial Instruments’: Derecognition of lease liabilities, Transaction Price, IFRS 10 ‘Consolidated Financial Statements’: Determination of a “de facto agent”, and IAS 7 ‘Statement of Cash Flows’: Cost Method. The amendments are effective for accounting periods on or after 1 January 2026. The Company and Annual Financial Report | January -December 2025 172 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements its investments will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union. • IFRS 18 “Presentation and Disclosure in Financial Statements” (effective for annual periods starting on or after 01.01.2027) In April 2024 the International Accounting Standards Board (IASB) issued a new standard, IFRS 18, which replaces IAS 1 ‘Presentation of Financial Statements’. The objective of the Standard is to improve how information is communicated in an entity’s financial statements, particularly in the statement of profit or loss and in its notes to the financial statements. Specifically, the Standard will improve the quality of financial reporting due to a) the requirement of defined subtotals in the statement of profit or loss, b) the requirement of the disclosure about management-defined performance measures and c) the new principles for aggregation and disaggregation of information. The Company and its investments will examine the impact of the above on its Financial Statements. The above have been adopted by the European Union with effective date of 01.01.2027. • IFRS 19 “Subsidiaries without Public Accountability: Disclosures” (effective for annual periods starting on or after 01.01.2027) In May 2024 the International Accounting Standards Board issued a new standard, IFRS 19 “Subsidiaries without Public Accountability: Disclosures”. The new standard allows eligible entities to elect to apply IFRS 19 reduced disclosure requirements instead of the disclosure requirements set out in other IFRS. IFRS 19 works alongside other IFRS, with eligible subsidiaries applying the measurement, recognition and presentation requirements set out in other IFRS and the reduced disclosures outlined in IFRS 19. This simplifies the preparation of IFRS financial statements for the subsidiaries that are in-scope of this standard while maintaining at the same time the usefulness of those financial statements for their users. IFRS 19 is effective from annual reporting periods beginning on or after 1 January 2027, with early adoption permitted. The Company and its investments will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union. • Amendments to IFRS 19 “Subsidiaries without Public Accountability: Disclosures” (effective for annual periods starting on or after 01.01.2027) IFRS 19 Subsidiaries without Public Accountability: Disclosures was developed based on the disclosure requirements in other IFRS Accounting Standards as at 28 February 2021. At the time of its issuance, IFRS 19 did not include reduced disclosure requirements introduced or amended after that date. In August 2025, the IASB amended IFRS 19 to incorporate reduced disclosure requirements for new and amended IFRS Accounting Standards issued between February 2021 and May 2024. IFRS 19 will continue to be updated when new or amended IFRS Accounting Standards are issued. The Company and its investments will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union. • Amendments to IAS 21 “The Effects of Changes in Foreign Exchange Rates: Translation to a Hyperinflationary Presentation Currency” (effective for annual periods starting on or after 01.01.2027) In November 2025, the International Accounting Standards Board (IASB) issued amendments to IAS 21 “The Effects of Changes in Foreign Exchange Rates” to clarify how entities should translate financial statements from a non-hyperinflationary functional currency into a hyperinflationary presentation currency. Under the amendments, all amounts in the financial statements (assets, liabilities, equity, income, expenses, including comparatives) shall be translated at the closing rate at the date of the most recent statement of financial position. Previously, assets and liabilities were translated at the closing rate, but income and expenses were translated at transaction rates. In addition, when an entity applies IAS 29 “Financial Reporting in Hyperinflationary Economies” to a foreign operation whose functional currency is not hyperinflationary, comparative amounts for that foreign operation are restated Annual Financial Report | January -December 2025 173 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements using a general price index rather than the closing rate. The amendments also introduce additional disclosure requirements, including disclosures regarding the application of the new translation requirements, instances where the presentation currency ceases to be hyperinflationary, and the provision of summarised financial information for affected foreign operations. The Company and its investments will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union. 3. Significant accounting policies The accounting policies, estimates and methods of computation on the basis of which the financial statements as st of December 31 , 2025 have been prepared are consistent with those used in the preparation of the annual st financial statements for the year ended December 31 , 2024. 3.1. Consolidation 3.1.1. Subsidiaries Subsidiaries (hereinafter referred to as "Investments") are companies over which the Company exercises, directly or indirectly, control over their financial and operating policies and which are generally accompanied by a shareholding of more than 50% of the voting rights. Investments are fully consolidated (total consolidation) from the date on which control is transferred to the Company and cease to be consolidated from the date on which control ceases. Acquisitions of investments are accounted for using the purchase method. The cost of an investment is measured at the fair value of the assets transferred, shares issued, and liabilities assumed at the date of acquisition. Identifiable assets, liabilities and contingent liabilities acquired in a business combination are measured at their fair values at the acquisition date, irrespective of the ownership interest. The excess of the cost of acquisition over the fair value of the identifiable net assets acquired is recognized as an unamortized intangible asset subject to annual impairment testing. The bargain purchase gain is recognized immediately in profit or loss as a gain. Intercompany transactions, balances and unrealized gains arising from transactions between the Company’s investments are eliminated. The accounting policies of the investments have been adjusted, where necessary, so as to be consistent with those adopted by the Company. In the parent Company's financial statements, investments are measured at cost less any accumulated impairment loss. 3.1.2. Associates Associates are the companies in which the Company and its investments hold directly or indirectly (e.g. through subsidiaries) at least 20% and up to 50% of the voting rights and exercise significant influence over them without qualifying as either a subsidiary or a member of a joint venture. Associates in the consolidated financial statements are initially recognized at cost and subsequently measured using the equity method. At the end of each financial year, the cost is increased by the investee's proportionate share of the changes in the investee's net assets and decreased by the dividends received from the associate. The share of the associate's share of profits or losses is recognized in profit or loss and its share of the change in reserves is recognized in reserves. Companies cease to be recognized as associates when the Company and its investments cease to exercise significant influence over them. The Company does not apply the equity method to certain immaterial associates where its impact is considered not significant for the fair presentation of the consolidated financial statements; in such cases, the respective investments are measured at cost, less any impairment losses. In the financial statements of the parent company, associates are valued at cost less any accumulated impairment loss. Annual Financial Report | January -December 2025 174 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements 3.1.3. Non-controlling interests Non-controlling interests are the part of the equity of a subsidiary that is not attributable, directly or indirectly, to the parent undertaking. For each business combination, the Group determines whether to measure non- controlling interests in the acquiree at fair value or at the Group’s proportionate share of the acquiree’s identifiable net assets. Losses relating to the non-controlling interests (minority interests) of a subsidiary may exceed the non- controlling interests' rights to the subsidiary's equity. Profit or loss and each component of other comprehensive income is attributed to both the owners of the parent and the non-controlling interests, even if this results in the non-controlling interests having a deficit. Changes in a parent's ownership rights in a subsidiary that do not result in a loss of control are accounted for as equity transactions (i.e. transactions with owners in their capacity as owners). 3.1.4. Business Combinations under common control In transactions involving business combinations or entities under common control, which are excluded from the scope of IFRS 3 “Business Combinations”, the Group applies the pooling of interests method. Under this method, the assets and liabilities of the combined entities are recognized in the Group’s books at their carrying amounts (book values), as presented in the financial statements of the controlling parent and/or the entities involved. This policy is applied to combinations under common control where Management considers, based on specific criteria, that the acquisition method may not be appropriate and that a book-value (pooling of interests) approach better reflects the economic substance of the transaction. For comparability purposes, comparative information is restated where necessary, so that the combination under common control is presented as if it had occurred from the beginning of the earliest comparative period presented. 3.1.5. Foreign currency conversion The financial statements of the Company and its investments are measured using the currency of the primary economic environment in which they operate (functional currency). The consolidated financial statements are presented in Euro (€), which is the functional and presentation currency of the Parent Company and all its investments domiciled in Greece. Transactions in foreign currency are translated into the functional currency of the investments using the current exchange rates prevailing at the date of the transactions. Foreign exchange gains and losses arising from the settlement of such transactions during the period and from the translation of foreign currency denominated monetary items at the exchange rates prevailing at the balance sheet date are recognized in the income statement. Exchange differences on non-monetary items measured at fair value are considered to be part of fair value and are therefore recorded where the fair value differences are recorded. On consolidation, the operating results and equity of all the Company's investments whose functional currency is different from the parent's presentation currency are translated into the parent's presentation currency as follows: • assets and liabilities items for each statement of ﬁnancial position are presented and translated at the exchange rate at the reporting date, • equity items are translated at the exchange rates prevailing at the date on which they arose, • income and expenses in the income statement of each investment are translated at the average exchange rate between the beginning of the ﬁnancial year and the balance sheet date, • all exchange diﬀerences arising from the above are recorded in the equity items "subsidiaries foreign currency balance sheet translation reserves". Goodwill and fair value adjustments arising on the acquisition of foreign subsidiaries are treated as assets and liabilities of the foreign entities and are translated into the presentation currency using the exchange rate prevailing at the reporting date. Annual Financial Report | January -December 2025 175 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements 3.2. Intangible Assets Intangible assets relate to: • externally acquired software programs, the value of which includes the cost of their purchase, plus the costs required to bring them into operation, less the amount of accumulated amortization and any impairment losses. Signiﬁcant subsequent expenditure i s capitalized when it increases the performance of the software beyond its original speciﬁcation. Software programs are amortized using the straight-line method over a period of three to ten years. Their residual value is considered to be zero, • internally generated software programs arising from development. Their value includes the costs incurred in their development, such as payroll costs, materials, services and any expenditure incurred during the development of the software in order to make it operational. Internally generated intangible assets are amortized using the straight-line method over a period of ﬁve to ten years. Costs incurred in the development of software controlled by the Group are recognized as intangible assets when the following conditions apply: o the technical feasibility of completing the intangible asset to make it ready for use or sale, o the intention of the entity to complete the intangible asset so that it can be used or sold, o its ability to sell or use it, o that the intangible asset will generate future economic beneﬁts, o the adequacy of technical, ﬁnancial and other resources to complete the development, o its ability to measure reliably the expenditure attributable to the intangible asset during the development period • Trademarks/brand names, which are initially recognized at acquisition cost or at fair value when arising from business combinations, as part of the purchase price allocation to the identiﬁable assets and liabilities of the acquired entities. These assets are subsequently measured at cost or at their recognized fair value, less accumulated amortisation, where applicable, and any accumulated impairment losses. Trademarks classiﬁed as intangible assets with indeﬁnite useful lives are not amortised but are t ested for impairment at least annually, or more frequently when events or changes in circumstances indicate potential impairment, at the level of appropriate cash-generating units. Other trade names with ﬁnite useful lives are amortised on a straight-line basis over their estimated useful lives. 3.3. Tangible assets Tangible fixed assets are initially recognized at cost. Subsequently they are measured at cost less accumulated depreciation and any impairment. Costs incurred in replacing components of property, plant and equipment are capitalized. Other subsequent expenditure incurred in respect of property, plant and equipment is capitalized only when it increases the future economic benefits expected to flow from the use of the affected assets. All other expenditure on the maintenance, repair, etc. of fixed assets is charged to the income statement as an expense when incurred. Depreciation is charged to the profit and loss account using the straight-line method over the expected useful life of the fixed assets. The estimated useful lives, by category of fixed assets, are as follows:

Buildings & Technical works | 4-60 years
Machinery & Mechanical equipment | 5-30 years
Vehicles | 2-14 years
Furniture and fixtures | 3-25 years

Upon the disposal of property, plant and equipment, differences between the consideration received and the carrying amount are recognized as gains or losses in the income statement. Repairs and maintenance are charged to expenses in the period to which they relate. Annual Financial Report | January -December 2025 176 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements The residual values and useful lives of property, plant and equipment may be reviewed and adjusted, if necessary, at each balance sheet date. When the carrying amounts of property, plant and equipment exceed their recoverable amount, the difference (impairment loss) is recognized immediately as an expense in profit or loss. The recoverable amount is determined as the higher of fair value less costs to sell and value in use, in accordance with IAS 36. 3.4. Goodwill Goodwill represents the difference between the acquisition cost and the fair value of the Company’s share of the identifiable net assets of the acquired entity at the acquisition date. Goodwill arising from the acquisition of subsidiaries is recognized as a separate intangible asset in the consolidated financial statements, while goodwill arising from acquisitions of associates is included in the line item “Investments in associates.” Goodwill is not amortized but is tested for impairment annually, or more frequently when events or changes in circumstances indicate a potential impairment in its carrying amount compared to its recoverable amount. It is carried at cost, less any accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. For impairment testing purposes, goodwill is allocated to cash-generating units (CGUs) or groups of CGUs that are expected to benefit from the synergies of the related business combination. An impairment loss is recognized when the carrying amount of a CGU (including goodwill) exceeds its recoverable amount, as determined in accordance with IAS 36. Impairment losses on goodwill are recognized in profit or loss when incurred and are not reversed in subsequent periods. Gains and losses on the disposal of a business include the carrying amount of the goodwill attributable to the business sold. 3.5. Non-financial assets Non-financial assets, other than investment property, inventories and deferred tax assets, are reviewed at each financial statement date to determine whether there is objective evidence of impairment, if any, then the recoverable amount of these assets is calculated. Intangible assets with an indefinite useful life or intangible assets with a finite useful life that are not yet available for use are tested at least annually whether or not there is any indication. An impairment loss is recognized immediately in the statement of comprehensive income. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. For value in use, the estimated future cash flows are discounted to present value using a pre-tax factor that reflects current market assessments of the time value of money and the risks associated with the asset. For an asset that does not generate significant independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. An impairment loss recognized in prior periods is reassessed in each financial year for any indication of impairment and offset if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the carrying amount of the asset does not exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized. An impairment loss relating to goodwill is not offset. 3.6. Other financial assets Financial assets classified under the category “Other financial assets” include equity interests of less than 10% in companies not listed on a stock exchange. These investments are measured at fair value in accordance with IFRS 9. Given that no recent observable market prices or other reliable inputs are available for the estimation of fair value, acquisition cost, less any impairment losses, is used, as fair value cannot be measured reliably and is considered to represent the best available estimate of fair value. Annual Financial Report | January -December 2025 177 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements 3.7. Financial instruments A financial instrument is any contract that creates a financial asset in one entity and a financial liability or an equity instrument in another entity. 3.7.1. Initial recognition and derecognition A financial asset or a financial liability is recognized in the Statement of Financial Position when, and only when, the Company becomes a party to the financial instrument. A financial asset is derecognized from the Statement of Financial Position when the contractual rights to the cash flows of the asset expire, or when the Company transfers the financial asset and substantially all the risks and rewards of ownership. A financial liability (or part of a financial liability) is derecognized from the statement of financial position when, and only when, the obligation specified in the contract is discharged, cancelled or expires. 3.7.2. Classification and Measurement of Financial Assets Except for trade receivables that do not contain a significant financing component and are measured on a transaction price basis in accordance with IFRS 15, financial assets are initially measured at fair value plus the related transaction costs, except financial assets measured at fair value through profit or loss. Financial assets, other than those designated and effective hedging instruments, are classified into the following categories: a. financial assets at amortized cost, b. financial assets at fair value through profit or loss; and c. financial assets at fair value through other comprehensive income. The classification is determined based on the Company's business model for managing financial assets, and the characteristics of their contractual cash flows. All income and expenses related to financial assets recognized in the income statement are included in "Other comprehensive income", "Financial expenses" and "Financial income", except for impairment of trade receivables which is included in operating income. 3.7.3. Subsequent measurement of financial assets A financial asset is subsequently measured at fair value through profit or loss, amortized cost or fair value through other comprehensive income. Classification is based on two criteria: i. the business model for managing a financial asset, i.e. whether the objective is to hold it to collect contractual cash flows or to collect contractual cash flows and to sell financial assets; and ii. whether the contractual cash flows of the financial asset consist solely of the repayment of principal and interest on the outstanding balance (the 'SPPI' criterion). The measurement category at amortized cost includes non-derivative financial assets with fixed or determinable contractual cash flows, which are held within a “hold to collect” business model and meet the SPPI criterion. Following initial recognition, these assets are measured at amortized cost using the effective interest method. In cases where the impact of discounting is immaterial, discounting is not applied. For debt financial assets measured at fair value through other comprehensive income (FVOCI), changes in fair value are recognized in other comprehensive income and are reclassified to profit or loss upon derecognition of the financial instruments or upon recognition of an impairment loss. Equity instruments for which an irrevocable election has been made to measure them at fair value through other comprehensive income recognize changes in fair value in other comprehensive income, without recycling to profit or loss upon derecognition. Annual Financial Report | January -December 2025 178 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements Financial assets measured at fair value through profit or loss (FVTPL) are measured at fair value, and changes in fair value are recognized in profit or loss. Fair value is determined by reference to transactions in an active market or, where no active market exists, through the use of valuation techniques. 3.7.4. Impairment of financial assets The Company recognizes provisions for impairment for expected credit losses for all financial assets, except those measured at fair value through profit or loss. The objective of the impairment requirements in IFRS 9 is to recognize expected credit losses over the entire life of a financial instrument whose credit risk has increased since initial recognition, regardless of whether the assessment is made on a collective or individual basis, using all information that can be gathered, based on both historical and current data and evidence of reasonable future estimates. In applying the above approach, a distinction is made between: • ﬁnancial assets whose credit risk has not deteriorated signiﬁcantly since initial recognition or which have a low credit risk at the reporting date (Stage 1), • ﬁnancial assets whose credit risk has deteriorated signiﬁcantly since initial recognition, and which do not have a low credit risk (Stage 2), • ﬁnancial assets for which there is objective evidence of impairment at the reporting date (Stage 3). For financial assets included in Stage 1, expected credit losses are recognized for the period of the next twelve months, while for those included in Stage 2 or Stage 3, expected credit losses are recognized over the entire life of the financial asset. Expected credit losses are based on the difference between the contractual cash flows and the cash flows the Company expects to receive. The difference is discounted using an estimate of the initial effective interest rate of the financial asset. The Company applies the simplified approach of the Standard to contract assets, trade receivables and lease receivables by calculating expected credit losses over the life of the above assets. In this case, the expected credit losses represent the expected shortfall in contractual cash flows, taking into account the possibility of default at any point in the life of the financial instrument. In calculating expected credit losses, the Company uses a provision table having grouped the above financial instruments based on the nature and maturity of the balances and taking into account available historical data in relation to the debtors, adjusted for future factors in relation to the debtors and the economic environment. 3.7.5. Classification and measurement of Financial Liabilities The financial liabilities of the Company and its investments include mainly bank loans. Borrowings are initially recognized at cost, which is the fair value of the consideration received other than issue costs related to the borrowing. Subsequent to initial recognition, loans are measured at amortized cost using the effective interest rate method. Loans are classified as current liabilities unless the Company unconditionally retains the right to defer settlement of the liability for at least 12 months after the reporting date of the financial statements. Financial liabilities may be classified upon initial recognition as at fair value through profit or loss if the following criteria are met: a) The classiﬁcation reverses or signiﬁcantly reduces the eﬀects of an accounting mismatch that would arise if the liability had been measured at amortized cost, b) These liabilities are part of a group of liabilities that are managed or evaluated for performance on a fair value basis in accordance with the Company's ﬁnancial risk management strategies. c) The ﬁnancial liability contains an embedded derivative that is classiﬁed and valued separately. 3.7.6. Classification and measurement of subsidiaries call and put options The Company recognizes call options held by non-controlling interests to purchase shares in a subsidiary from the Company, as well as put options held by non-controlling interests to sell shares in a subsidiary to the Company, as Annual Financial Report | January -December 2025 179 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements ﬁnancial assets and ﬁnancial liabilities at fair value through proﬁt or loss in the Company's separate ﬁnancial statements. Subsequently, any changes in fair value are recognized in the income statement. When a call option or put option expires without being exercised, the ﬁnancial asset or ﬁnancial liability is derecognized, and the corresponding loss or gain is recognized in the income statement. When a call option or put option is exercised, the ﬁnancial asset or ﬁnancial liability is derecognize d, resulting in a corresponding change in the cost of acquiring the investment. A ﬁnancial liability to purchase shares in a subsidiary company arising from the company's call options or sale of non-controlling interests in the shares of the subsidiary company at the present value of the contract price is initially recognized in consolidation. The Company then determines whether the risks and rewards associated with non- controlling interests are transferred to the Company. If the risks and rewards remain with the non-controlling interests, the liability will reduce the company's reserves. Conversely, if the risks and rewards are transferred to the company, the non-controlling interests will be reduced. The ﬁnancial liability is remeasured at each reporting period, and the diﬀerence is recognized directly in equity as a transaction wi th the non-controlling interests. This does not result in a loss of control in the subsidiary, as deﬁned in paragraph 23 of IFRS 10. 3.7.7. Fair value measurement methods The fair values of financial assets and financial liabilities traded in active markets are determined by reference to current bid prices without deducting selling costs. For non-traded items, fair values are determined using generally accepted valuation techniques such as analysis of recent transactions, comparable traded items, derivative pricing models and cash flow discounting. The Company and its investments in accordance with the requirements of IFRS 9 at the end of each financial statement reporting period perform the required calculations with respect to the determination of the fair value of its financial instruments. Investments relating to listed shares on domestic and foreign stock exchanges are valued on the basis of the quoted market prices of these shares. Investments in unquoted shares are valued using generally accepted valuation models which sometimes include inputs based on observable market data and sometimes based on unobservable inputs. 3.7.8. Derecognition A financial asset is derecognized when the Company or its investments lose control of the contractual rights contained in the asset. This occurs when the rights expire or are transferred and the Company or its investments have transferred substantially all the risks and rewards of ownership. Financial liabilities are derecognized when the contractual obligation of the Company and its investments to pay cash or other financial instruments expires, is cancelled or extinguished. When an existing financial liability is replaced by another from the same third party (lender) with substantially different terms or when the existing terms of a liability are substantially different than the existing liability is derecognized, the differentiated liability is recognized and the difference between the two is recognized in the income statement. 3.8. Offsetting Financial assets and liabilities are offset, and the net amount is recorded in the Statement of Financial Position only when the Company has the legal right and intention to settle the asset and liability simultaneously at the net amount. Expenses and income are offset only if permitted by standards or when they relate to gains or losses arising from a group of similar transactions, such as trading portfolio transactions. Annual Financial Report | January -December 2025 180 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements 3.9. Inventory Inventories are measured at the lower of cost and net realizable value. The cost of inventories is determined per investment/category of inventory and according to their nature, using accepted measurement methods consistent with the applicable financial reporting framework. The cost of finished and work-in-progress inventories includes the cost of raw materials, direct labor costs, other direct costs, and an allocation of manufacturing overheads. Finance costs are not included in the cost of inventories. Net realizable value is estimated based on current prices and represents the estimated selling price of inventories in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale, including direct selling expenses where applicable. The Group uses, depending on the nature and use of inventories, either the FIFO method or the weighted average cost method to determine cost. The accounting policies of subsidiaries have been aligned, where necessary, to ensure consistency with those applied by the parent Company. 3.10. Cash and cash equivalents Cash and cash equivalents include cash available, demand deposits, time deposits and other highly liquid investments, which have a maturity period of up to three months, are readily convertible to specific amounts of cash and are subject to an insignificant risk of changes in value. Restricted deposits represent cash and cash equivalents that are not readily available for use by the Company and its investments. Escrowed deposits are included in "Other current receivables". Overdraft accounts are included in the line item "Short-term borrowings". For the purposes of preparing the Statement of Cash Flows, cash and cash equivalents include cash and deposits with banks and cash and cash equivalents as identified above. Restricted bank balances are excluded from the definition of cash and cash equivalents for the purposes of the statement of cash flows. 3.11. Share Capital Ordinary shares are classified under Equity. Direct share issue costs, net of related income tax, are shown as a reduction in the Company's Equity. On acquisition of treasury shares, the consideration paid, including related costs, is recorded as a deduction from equity in a separate item "Treasury shares reserve”. 3.12. Income Tax The income tax charge for the year consists of current tax and deferred tax, i.e., taxes (or tax credits) relating to profits or losses recognized in the current year, but which will be charged in future years. Income tax is recognized in the statement of comprehensive income, except for that tax relating to transactions that have been charged or credited directly to equity, in which case it is charged or credited, by analogy, directly to equity. 3.12.1. Current Income Tax The current tax asset or liability comprises amounts receivable from or payable to the tax authorities relating to the current or prior reporting periods that have not been settled as of the reporting date. The relevant amounts are calculated based on the tax rates and tax laws in force at the reporting date and on the taxable profits of each period. The current tax asset or liability also includes estimated obligations arising from tax uncertainties and expected additional taxes and surcharges that are anticipated to be assessed in future tax audits. Current income tax is recognized as income or expense in the statement of profit or loss. Exceptionally, income tax relating to transactions or events whose effects are recognized directly in equity or in other comprehensive income is recognized accordingly directly in equity or through other comprehensive income. Annual Financial Report | January -December 2025 181 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements 3.12.2. Deferred Income Tax Deferred income tax is determined using the liability method, based on temporary differences between the carrying amounts and tax bases of assets and liabilities, using tax rates expected to apply when the carrying amounts of assets and liabilities are recovered and settled. Deferred tax assets are recognized to the extent that it is expected that a future taxable profit will be available against which the temporary differences arising from them can be utilized. The deferred tax asset is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow the utilization of the benefit of part or all of that deferred tax asset. Deferred tax liabilities are recognized for all taxable temporary differences. For tax losses that can be carried forward to future periods, deferred tax assets are recognized to the extent that it is expected that a corresponding taxable profit will be available within the period in which the tax losses carried forward are expected to be offset. 3.13. Employee benefits The Company and its investments make contributions to employee post-employment benefit plans in accordance with applicable legislation and Group practices. These plans are divided into defined benefit plans and defined contribution plans. 3.13.1. Defined contribution plan Defined contribution plans relate to contributions to insurance funds and/or group pension schemes that are independent of the Company and its investments, for post-employment benefits, under which the obligation of the Company and its investments is limited solely to the payment of the agreed contributions. The Company and its investments have no further legal or constructive obligation to pay additional future benefits in the event that the funds do not hold sufficient assets. These contributions are recognized as an employee expense in the statement of comprehensive income on an accrual basis. 3.13.2. Defined benefit plan In accordance with Laws 2112/1920 and 4093/2012, the Company and its investments are required to pay lump- sum compensation to employees upon termination of employment or retirement. The amount of compensation payable depends on years of service, level of remuneration, and the manner of termination (dismissal or retirement). Entitlement to these benefits is accrued through their allocation over the last 16 years prior to the employees’ retirement date, in accordance with the scale defined by Law 4093/2012. The liability recognized in the statement of financial position for defined benefit plans represents the present value of the defined benefit obligation, less the fair value of any plan assets (such as reserves from contributions to insurance companies), adjusted for any actuarial gains or losses and past service cost. The defined benefit obligation is calculated annually by an independent actuary using the projected unit credit method. A defined benefit plan determines, based on various parameters such as age, years of service, and salary, specific obligations for benefits payable. The cost of defined benefit plans recognized in the statement of comprehensive income includes current service cost, past service cost, and the related net financial cost (interest on the net defined benefit liability/asset). Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are recognized in “Other comprehensive income” and are not reclassified to profit or loss in subsequent periods, in accordance with IAS 19 (revised). Past service cost is recognized in profit or loss at the earlier of the date of the plan amendment or curtailment and the date when the related restructuring or termination benefit is recognized. Annual Financial Report | January -December 2025 182 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements 3.13.3. Short-term employee benefits Short-term employee benefits include salaries, wages, employer social security contributions, short-term bonuses, and other benefits expected to be fully settled within twelve months after the end of the reporting period in which the employees render the related services. These benefits are recognized as employee expenses in the statement of comprehensive income when incurred, on an accrual basis, while the related liability is recognized at the undiscounted amount expected to be paid. As settlement occurs within twelve months, these amounts are not discounted. 3.14. Grants The Company and its investments recognize government grants that meet the following cumulative criteria: a) there is a reasonable certainty that the entity has complied or will comply with the terms of the grant and b) it is probable that the grant will be received. Grants are recorded at fair value and recognized in income on a systematic basis, based on the principle of matching grants with the related costs that they subsidize. Grants related to assets are included in long-term liabilities and are recognized in income on a systematic and rational basis over the useful life of the asset. 3.15. Revenue recognition The Company and its investments adopting IFRS recognize revenue from contracts with customers based on the following five-step approach: Step 1: Identification of contracts with customers Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocation of the transaction price to the performance obligations in the contract Step 5: Recognition of revenue when (or as) a performance obligation is satisfied. The transaction price is the amount of consideration in a contract to which the Company and its investments expect to be entitled in exchange for the transfer of promised goods or services to a customer, excluding amounts received on behalf of third parties (value added tax, other sales taxes). If the consideration is variable, the Company and its investments estimate the amount of consideration to which it will be entitled for the transfer of the promised goods or services using the expected value method or the most likely amount method. The transaction price is usually allocated to the individual performance commitments based on the relative stand-alone selling prices of each distinct good or service promised in the contract. Revenue is recognized when the related performance obligations are fulfilled, either at a specific point in time (usually for promises to give goods to a customer) or over time (usually for promises to provide services to a customer). The Company and its investments recognize a contractual obligation for amounts received from customers (prepayments) that relate to unfulfilled performance obligations and when it retains a right to a price that is unconditional (deferred revenue) before the performance obligations are fulfilled and the goods or services are transferred. The contractual obligation is derecognized when the performance obligations are discharged, and the revenue is recognized in the income statement. The Company and its investments recognize a receivable from a customer when there is an unconditional right to receive the consideration for the executed performance obligations to the customer. Annual Financial Report | January -December 2025 183 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements Similarly, the Company and its investments recognize a contract asset when it has satisfied the performance obligations before the customer pays or before payment is due, for example when goods or services are transferred to the customer before the Company and its investments have the right to issue an invoice. The categories of revenue are shown below as follows: 3.15.1. Sale of goods Sales of goods (clothing, footwear and other retail products, frozen and other food products, IT equipment, etc.) are recognized as revenue when control of the goods is transferred to the customer, usually upon delivery of the goods at the store, at the point of sale, or at the customer’s premises, depending on the terms of sale. Revenue is recognized at the amount of the transaction price that the Company and its investments expect to be entitled to, net of any discounts, returns, and other elements of variable consideration. Retail sales in stores are primarily made through cash or debit/credit cards. In these cases, the revenue recognized is the gross amount collected from the customer, including card fees, which are recognized as expenses (typically under “Finance expenses”) and not as a reduction of revenue. Wholesale sales are recognized at the point in time when the customer obtains control of the goods, based on the agreed delivery terms (e.g., upon delivery to the customer’s warehouse or to the carrier). 3.15.2. Provision of services Revenue from the provision of services (IT services, maintenance, technical support, consulting services, and other services) is recognized over time, provided that the customer simultaneously receives and consumes the benefits of the service as it is performed, or the Company creates an asset that is controlled by the customer, or the asset has no alternative use and the Company has an enforceable right to payment for the performance completed to date. When revenue is recognized over time, progress toward satisfying the relevant performance obligation is generally measured using the cost-to-cost method, i.e., based on the ratio of costs incurred up to the reporting date to the estimated total cost of the service. In cases where the provision of services is short-term or the stage of completion cannot be reliably measured, revenue is recognized only to the extent that the costs incurred are expected to be recoverable. 3.15.3. Interest Income Interest income is recognized on a time-proportion basis using the effective interest method on the amortized cost of the related financial asset, in accordance with IFRS 9. Such income includes, among others, interest from deposits and investments in debt instruments. 3.15.4. Income from royalties Income from royalties is recognized on an accrual basis, in accordance with the substance of the relevant agreements and IFRS 15. Where the consideration depends on sales- or usage-based royalties, revenue is recognized when the underlying usage or sale by the counterparty occurs. 3.15.5. Dividends Dividend income is recognized when the right of the Company and its investments to receive payment is established, i.e., when the distribution is approved by the competent body of the issuing company. 3.16. Expenses recognition Expenses are recognized in the statement of comprehensive income on an accrual basis, i.e., in the period in which they are incurred and matched with the related revenues, regardless of the timing of their settlement. Interest expenses are also recognized on an accrual basis using the effective interest method on the amortized cost of the related financial liabilities, in accordance with IFRS 9. Annual Financial Report | January -December 2025 184 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements 3.17. Earnings per share Basic earnings per share are calculated by dividing the net profit attributable to shareholders of the parent by the weighted average number of ordinary shares outstanding during each accounting period, excluding the average number of ordinary shares acquired as treasury shares. Diluted earnings per share are calculated in the same manner, adjusting both earnings and the weighted average number of ordinary shares outstanding for the effect of all potential dilutive instruments (such as employee share- based payment plans), to the extent that they are dilutive. 3.18. Leases 3.18.1. The Company and its investments as lessees At the inception of a contract, the Company and its investments assess whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of a recognized asset for a specified period in exchange for consideration. The Company and its investments recognize lease liabilities for lease payments and right-of-use assets representing the right to use the underlying assets. ii. Right-of-use assets The Company and its investments recognize right-of-use assets at the commencement date of the lease term (i.e. the date the underlying asset is available for use). With respect to subsequent measurement, the Company and its investments apply the cost method for measuring right-of-use leased assets. The right to use leased assets is measured at cost after deducting accumulated depreciation and accumulated impairment losses and is revalued due to remeasurement of the lease liability. Right-of-use assets are depreciated using the straight-line method over the shorter of the lease term and their useful lives. ii. Lease liabilities At the commencement date of the lease, the Company and its investments measure the lease liability at the present value of the lease payments to be made over the lease term. These payments include fixed contractual lease payments and variable lease payments that depend on an index. Variable lease payments that do not depend on an index are recognized as an expense in the period in which the event or condition that triggers the payment occurs. Interest expense is recognized on the lease liabilities and the carrying amount is reduced to reflect the lease payments. In the event of reassessments or modifications, the carrying amount of the lease liabilities shall be adjusted to reflect the amount of the lease payments. 3.18.2. The Company and its investments as lessors Leases in which the Company and its investments as lessor do not transfer substantially all the economic benefits and risks of ownership of the leased asset are classified as operating leases. When assets are leased under operating leases, the asset is included in the statement of financial position based on the nature of the asset. Rental income from operating leases is recognized in accordance with the terms of the lease using the straight-line method. A lease that transfers substantially all the economic benefits and risks of ownership of the leased asset is classified as a finance lease. Assets held under a finance lease are derecognized and the lessor recognizes a receivable equal to the net investment in the lease. The lease receivable is discounted using the effective interest method and the carrying amount is adjusted accordingly. 3.19. Distribution of dividends The distribution of dividends to the shareholders of the parent is recognized as a liability in the financial statements when the distribution is approved by the General Meeting of Shareholders. Annual Financial Report | January -December 2025 185 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements 3.20. Provisions Provisions are recognized when it is probable that a present obligation will result in an outflow of economic resources, and this can be estimated reliably. The timing or amount of the outflow may be uncertain. A present obligation arises from the existence of a legal or constructive obligation that has arisen from past events. The provision represents the best estimate of the expenses required to settle the present obligation at the reporting date. Any provision made is used only for the costs for which it was originally established. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. Provisions are measured at the expected cost required to settle the present obligation based on the most reliable evidence available at the balance sheet date, including the risks and uncertainties surrounding the present obligation. When the effect of the time value of money is significant, the amount of the provision is the present value of the outflow expected to be required to settle the obligation. When the discounting method is used, the carrying amount of a provision increases in each period to reflect the passage of time. This increase is recognized as a financial expense in profit or loss. If it is no longer probable that an outflow of resources embodying economic benefits will be required to settle the obligation, the provision is reversed. 3.21. Contingent liabilities Contingent liabilities are not recognized in the financial statements but are disclosed unless the probability of an outflow of resources embodying economic benefits is remote. There are no contingent liabilities as at 31.12.2025 and 31.12.2024 for the Company and its investments. 3.22. Contingent assets Potential inflows of economic benefits for the Company and its investments that do not qualify as an asset are considered contingent assets and are disclosed in the notes to the financial statements. There are no contingent assets as of December 31, 2025, and December 31, 2024, for the Company and its investments. 3.23. Disclosures of comparative restatements Where necessary, prior period comparative information is restated to reﬂect changes in the current period . presentation 4. Financial risk The Company and its investments are exposed to the following financial risks: • Credit risk • Liquidity risk • Interest rate risk • Foreign currency transaction risk • Capital management risk This note provides information concerning the exposure of the Company and its investments to each of the above risks, the Company's objectives, policies and procedures for measuring and managing risk. More quantitative information about these disclosures is included throughout the financial statements. Risk management policies are in place to identify and analyze the risks faced by the Company and its investments, to set limits on risk-taking and to implement controls against them. Risk management policies are reviewed periodically to incorporate changes in market conditions and changes in the activities of the Company and its investments. Annual Financial Report | January -December 2025 186 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements 4.1. Credit risk Credit risk is the risk of financial loss to the Company or its investments if a customer or counterparty to a financial asset fails to meet its contractual obligations. The maximum credit risk to which the Company and its investments are exposed at the date of the financial statements is the carrying amount of its financial assets. To address credit risk in the IT and Food segments, the Company has established credit control procedures implemented by its investments with the aim of minimizing risk, which include among others the periodic review of customers' financial data, the adjustment of credit limits where necessary, the design of the companies' credit policy in relation to sales policy, the close monitoring of open balances, and the taking of security measures for the collection of receivables. The Company also maintains insurance policies covering open receivables where possible, and through factoring agreements discounts trade receivables by way of non-recourse assignment, thereby further reducing credit risk. The exposure of the specialized retail segment to credit risk is limited, as the majority of sales are retail sales and the consideration is collected either in cash or by credit card. In credit card sales, the Company's claim is directed against the intermediary Bank, and the related receivables are distributed among a sufficient number of reliable banking institutions, with the result that credit risk is assessed as very low. In addition, service invoices are issued primarily to suppliers in the context of "shop-in-shop" arrangements, which are as a rule offset against corresponding liabilities to suppliers, further reducing credit risk. To monitor credit risk, customers are grouped according to the category to which they belong, their credit risk characteristics, the maturity of their receivables and any previous collection problems they have demonstrated, taking into account future factors in relation to customers and the economic environment. In determining the risk of default at initial recognition of trade receivables, the Company and its investments define default based on the following general criteria: • a period of 180 days or more has elapsed since the maturity of the trade receivable; and • the debtor is unable to repay its credit obligations in full With regard to the 180-day period, different time periods may be applied on a case-by-case basis as default criteria, which may be considered more appropriate depending on the specific characteristics of the clients of the Company and its investments. The definition of default is aligned with the manner in which the Company and its investments monitor credit risk for internal management purposes, in accordance with IFRS 9. With regard to the write-off policy, a financial asset is written off when there is no reasonable prospect of recovering it either in full or in part. The Company and its investments perform a relevant client-level assessment of the amount and timing of the write-off by evaluating whether there is a reasonable expectation of recovering the related asset. Impairment of ﬁnancial assets The Company and its investments apply the simplified approach of IFRS 9 for the calculation of expected credit losses, under which the loss allowance is always measured at an amount equal to lifetime expected credit losses for trade receivables, cheques receivable, and receivables from credit card sales. The policy followed for the impairment of receivables consists of performing an impairment test at each reporting date, using a provision matrix, on the basis of which expected credit losses are calculated by customer category and by ageing bucket (maturity) of overdue balances. Annual Financial Report | January -December 2025 187 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements st st As at December 31 , 2025 and December 31 , 2024, the financial assets held by the Company and its investments that are subject to the expected credit loss model relate to trade receivables. Their carrying amounts at the above reporting dates are as follows:

| CONSOLIDATION | COMPANY
Amounts in thousands € | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024
Trade receivables | 61,304 | 52,830 | 5,238 | 3
Receivables from credit cards | 10,776 | 13,032 | - | -
Receivable from subsidiaries (Note 39.1) | - | - | 1,677 | 373
Cheques receivables | 10,165 | 1,274 | 203 | -
Less: Provisions for doubtful receivables | (6,601) | (6,760) | (72) | -
Trade receivables | 75,644 | 60,377 | 7,046 | 376

Due to the wide diversification of the Company's investment business segments, the estimate of expected credit losses is calculated and monitored by business segment taking into account the customer category and the broader economic environment in which they operate. In all cases, receivables past due more than 365 days are fully impaired. As far as receivables from the Greek State and its subsidiaries are concerned, the Company estimates that there is no collection risk unless there are indications that the receivable will become uncollectible. The cash and cash equivalents of the Company and its investments are primarily invested in counterparties of high credit ratings and for a short period of time and are considered to have low credit risk. The maturity of other customer balances from continuing operations at the balance sheet dates was as follows:

| 31.12.2025
IT sector 1 Amounts in thousands € | Not overdue | 1 to 90 days | 91 to 180 days | 181 to 365 days | >365 days | Total
Trade receivables | 22,974 | 2,623 | 1,080 | 404 | 1,550 | 28,632
Less: Provisions for doubtful receivables | (34) | (13) | (27) | (20) | (1,550) | (1,645)
Total | 22,940 | 2,610 | 1,053 | 384 | - | 26,987

| 31.12.2024
IT sector - Amounts in thousands € | Not overdue | 1 to 90 days | 91 to 180 days | 181 to 365 days | >365 days | Total
Trade receivables | 27,403 | 2,313 | 120 | 105 | 1,577 | 31,518
Less: Provisions for doubtful receivables | (16) | (16) | (3) | (5) | (1,577) | (1,617)
Total | 27,387 | 2,297 | 117 | 100 | - | 29,901

| 31.12.2025
Specialized retail sector - Amounts in thousands € | Not overdue | 1 to 90 days | 91 to 180 days | 181 to 365 days | >365 days | Total
Trade receivables | 1,406 | 1,028 | 2 | 27 | 76 | 2,539
Receivables from credit cards | 10,776 | - | - | - | - | 10,776
Less: Provisions for doubtful receivables | - | - | - | - | (76) | (76)
Total | 12,182 | 1,028 | 2 | 27 | - | 13,239

| 31.12.2024
Specialized retail sector - Amounts in thousands € | Not overdue | 1 to 90 days | 91 to 180 days | 181 to 365 days | >365 days | Total
Trade receivables | 1,360 | 824 | 37 | 36 | 79 | 2,335
Receivables from credit cards | 13,032 | - | - | - | - | 13,032
Less: Provisions for doubtful receivables | - | - | - | - | (79) | (79)
Total | 14,392 | 824 | 37 | 36 | - | 15,289

1 During the first quarter of 2025, IDEAL HOLDINGS S.A. completed the corporate restructuring of its IT segment, establishing a new sub-group under the parent company BYTE COMPUTER S.A. and separating the companies engaged in the distribution of technology products (METROSOFT INFORMATICS S.A. and IDEAL TECHNOLOGY S.A.). As a result, the results of the technology product distribution companies were separated from the IT segment and are presented under the segment “Distribution of technology products, IT software and cybersecurity” for both periods, for comparability purposes. Annual Financial Report | January -December 2025 188 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements

| 31.12.2025
Food sector - Amounts in thousands € | Not overdue | 1 to 90 days | 91 to 180 days | 181 to 365 days | >365 days | Total
Trade receivables | 23,304 | 3,289 | 225 | 8 | 3,811 | 30,637
Less: Provisions for doubtful receivables | - | - | (121) | (5) | (3,795) | (3,921)
Total | 23,304 | 3,289 | 104 | 3 | 16 | 26,716

| 31.12.2025
Distribution sector - Amounts in thousands € | Not overdue | 1 to 90 days | 91 to 180 days | 181 to 365 days | >365 days | Total
Trade receivables | 8,297 | 341 | 41 | 37 | 945 | 9,661
Less: Provisions for doubtful receivables | (12) | (1) | (1) | - | (945) | (959)
Total | 8,285 | 340 | 40 | 37 | - | 8,702

| 31.12.2024
Distribution sector - Amounts in thousands € | Not overdue | 1 to 90 days | 91 to 180 days | 181 to 365 days | >365 days | Total
Trade receivables | 14,690 | 479 | 30 | 9 | 5,043 | 20,251
Less: Provisions for doubtful receivables | (17) | (2) | (1) | (1) | (5,043) | (5,063)
Total | 14,673 | 477 | 29 | 8 | - | 15,188

4.2. Liquidity risk Liquidity risk consists of the inability of the Company and its investments to meet their financial obligations as they fall due. The Company and its investments have debt financing lines and capital adequacy which cover their cash requirements under current circumstances. Factors that may strain its cash liquidity in 2026 include significant and unforeseen bad debts, interruption of bank borrowings, change in credit terms from suppliers, increased working capital requirements, which may result in a shortage of cash liquidity. To avoid liquidity risks, the Company and its investments carry out a cash flow forecast for a period of one year when preparing the annual budget, and a monthly rolling forecast of one month so as to ensure that they have sufficient cash to meet their operating needs, including meeting their financial obligations. This policy does not take into account the relative impact of extreme circumstances that cannot be foreseen. The table below shows the contractual maturities of financial liabilities, including estimates of interest payments.

31 December 2025 | CONSOLIDATION
Amounts in thousands € | Book value | Contractual cash flows | Up to 1 year | 1 to 5 years | Over 5 years
Borrowings | 161,343 | 186,998 | 18,840 | 168,158 | -
Lease liabilities | 268,524 | 371,849 | 18,418 | 71,220 | 282,211
Suppliers | 143,298 | 143,298 | 143,298 | - | -
Other-short term liabilities | 35,393 | 35,393 | 35,393 | - | -
Total | 608,558 | 737,538 | 215,949 | 239,378 | 282,211

31 December 2024 | CONSOLIDATION
Amounts in thousands € | Book value | Contractual cash flows | Up to 1 year | 1 to 5 years | Over 5 years
Borrowings | 128,486 | 153,438 | 13,562 | 139,876 | -
Lease liabilities | 264,017 | 370,032 | 17,104 | 65,724 | 287,205
Suppliers | 119,581 | 119,581 | 119,581 | - | -
Other-short term liabilities | 30,185 | 30,185 | 30,185 | - | -
Total | 542,270 | 673,237 | 180,432 | 205,600 | 287,205

Annual Financial Report | January -December 2025 189 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements

31 December 2025 | COMPANY
Amounts in thousands € | Book value | Contractual cash flows | Up to 1 year | 1 to 5 years | Over 5 years
Borrowings | 97,606 | 116,148 | 5,560 | 110,588 | -
Lease liabilities | 3,572 | 3,942 | 578 | 2,668 | 696
Suppliers | 5,094 | 5,094 | 5,094 | - | -
Other-short term liabilities | 4,122 | 4,122 | 4,122 | - | -
Total | 110,394 | 129,306 | 15,354 | 113,256 | 696

31 December 2024 | COMPANY
Amounts in thousands € | Book value | Contractual cash flows | Up to 1 year | 1 to 5 years | Over 5 years
Borrowings | 96,811 | 121,707 | 5,316 | 116,391 | -
Lease liabilities | 120 | 129 | 50 | 79 | -
Suppliers | 340 | 340 | 340 | - | -
Other-short term liabilities | 3,584 | 3,584 | 3,584 | - | -
Total | 100,854 | 125,759 | 9,290 | 116,469 | -

4.3. Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company and its investments are exposed to interest rate risk through the effect of changes in interest rates on their interest-bearing borrowings. The Company's borrowings as at 31.12.2025 relate to the listed Common Bond Loan at a fixed interest rate, which it issued on 15.12.2023; therefore, its exposure to interest rate risk is not material. The Company's investments finance their working capital needs and new investments through borrowings at either fixed or floating interest rates and are therefore exposed to interest rate risk due to changes in borrowing rates. The existing financing lines of the Company and its investments have low interest rates. In the event of future increases in base rates and the borrowings themselves to fund new sales for certain activities requiring working capital, to the extent that cash on hand is insufficient to meet the working capital needs of the companies and they are required to engage in short-term borrowings, financial costs may increase. The table below shows the effect on the income statement of a 20% change in the average borrowing rate, with all other variables held constant, through its effect on variable rate borrowings:

| CONSOLIDATION | COMPANY
Amounts in thousands € | 01.01- 31.12.2025 | 01.01- 31.12.2024 | 01.01- 31.12.2025 | 01.01- 31.12.2024
20% increase in the average borrowing rate | (587) | (502) | (135) | (15)
20% decrease in the average borrowing rate | 587 | 502 | 135 | 15

4.4. Foreign currency risk Foreign currency risk consists of the possibility that the fair value of the cash ﬂows of a ﬁnancial instrument will ﬂuctuate due to changes in foreign exchange rates. The Company's investments operate in Greece and abroad and are therefore exposed to foreign currency risk arising from changes in the functional currencies of the countries in which they operate relative to other currencies. The principal currencies in which the Company's investments transact are the Euro and the US Dollar. Foreign currency risks that do not aﬀect the cash ﬂow of the Company and its investments (e.g. risks arising from the translation of the ﬁnancial statements of foreign operations into the presentation currency of the Company's ﬁnancial statements) are generally not hedged. Annual Financial Report | January -December 2025 190 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements The following table presents the sensitivity to a reasonably possible change in the exchange rate, with all other variables held constant, on proﬁt before tax (due to changes in the fair value of monetary assets and liabilities):

| CONSOLIDATION | COMPANY
Amounts in thousands € | 01.01- 31.12.2025 | 01.01- 31.12.2024 | 01.01- 31.12.2025 | 01.01- 31.12.2024
10% increase in the exchange rate | (18) | (2) | (14) | -
10% decrease in the exchange rate | 18 | 2 | 14 | -

4.5. Capital management risk The Company and its investment’s primary objective in respect of capital management is to ensure and maintain strong credit ratings and healthy capital ratios in order to support business plans and maximize value for the beneﬁt of shareholders. The Company and its investments maintain a strong capital structure as evidenced by the levels of the Net Debt/Comparable EBITDA ratio (section ix "Alternative Performance Measures" of the BoD Report). In addition, they generate strong cash ﬂows that faci litate better management of the cash available required to ensure smooth day- to-day operations, while diversifying cash resources to achieve ﬂexibility in working capital management. The Company and its investments manage its capital structure and make necessary adjustments to align with changes in the business and economic environment in which they operate and conduct their activities. To optimize the capital structure, the Company and its investments can adjust the dividends paid to shareholders, return capital to shareholders or issue new shares. Annual Financial Report | January -December 2025 191 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements 5. Tangible Assets

| CONSOLIDATION
Amounts in thousands € | Land | Buildings and technical works | Machinery and other mechanical equipment | Vehicles | Furniture and fixtures | Assets under construction | Total
Cost of Acquisition |  |  |  |  |  |  |
Balance as at January 1, 2024 | 599 | 57,092 | 18,795 | 1,226 | 33,690 | 1,652 | 113,055
Additions from acquisition of subsidiaries (note 35.1) | - | - | - | 234 | 241 | - | 476
Additions for the period | - | 1,909 | 215 | 33 | 4,410 | 398 | 6,965
Transfers | - | - | - | - | 303 | (303) | -
Sales/ disposals for the period | (37) | (793) | (8,260) | (249) | (1,849) | (1,078) | (12,265)
Discontinued operations | (562) | (2,902) | (9,802) | (405) | (623) | (321) | (14,615)
Balance as at December 31, 2024 | - | 55,306 | 948 | 840 | 36,173 | 348 | 93,615
Accumulated depreciation |  |  |  |  |  |  |
Balance as at January 1, 2024 | - | (21,824) | (10,450) | (714) | (22,744) | - | (55,731)
Depreciation from acquisition of subsidiaries (note 35.1) | - | - | - | (186) | (202) | - | (388)
Depreciation for the period | - | (1,936) | (36) | (83) | (2,247) | - | (4,303)
Sales/ disposals for the period | - | 6 | - | 137 | 1,526 | - | 1,669
Discontinued operations | - | 1,065 | 9,832 | 274 | 698 | - | 11,869
Balance as at December 31, 2024 | - | (22,688) | (655) | (571) | (22,970) | - | (46,885)
Book value as at December 31, 2024 | - | 32,618 | 293 | 268 | 13,203 | 348 | 46,730
Cost of Acquisition |  |  |  |  |  |  |
Balance as at January 1, 2025 | - | 55,306 | 948 | 840 | 36,173 | 348 | 93,615
Additions from acquisition of subsidiaries (note 35.2) | 5,319 | 42,145 | 50,258 | 5,248 | 9,264 | 4,244 | 116,478
Additions for the period | - | 1,446 | 793 | 411 | 2,992 | 3,697 | 9,339
Transfers | 1,316 | 2,775 | 991 | 39 | 539 | (5,357) | 303
Sales/ disposals for the period | - | - | (44) | (543) | (539) | - | (1,126)
Balance as at December 31, 2025 | 6,635 | 101,672 | 52,946 | 5,995 | 48,429 | 2,932 | 218,609
Accumulated depreciation |  |  |  |  |  |  | -
Balance as at January 1, 2025 | - | (22,688) | (655) | (571) | (22,970) | - | (46,885)
Depreciation from acquisition of subsidiaries (note 35.2) | - | (13,813) | (28,630) | (4,220) | (8,437) | - | (55,100)
Depreciation for the period | - | (2,288) | (1,702) | (258) | (3,264) | - | (7,512)
Sales/ disposals for the period | - | - | 41 | 512 | 492 | - | 1,046
Balance as at December 31, 2025 | - | (38,789) | (30,946) | (4,537) | (34,179) | - | (108,451)
Book value as at December 31, 2025 | 6,635 | 62,883 | 22,000 | 1,458 | 14,250 | 2,932 | 110,158

Annual Financial Report | January -December 2025 192 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements

| COMPANY
Amounts in thousands € | Land | Buildings and technical works | Machinery and other mechanical equipment | Vehicles | Furniture and fixtures | Assets under construction | Total
Cost of Acquisition |  |  |  |  |  |  |
Balance as at January 1, 2024 | - | - | - | - | 277 | - | 277
Additions for the period | - | - | - | - | 20 | 181 | 202
Balance as at December 31, 2024 | - | - | - | - | 297 | 181 | 478
Accumulated depreciation |  |  |  |  |  |  |
Balance as at January 1, 2024 | - | - | - | - | (270) | - | (270)
Depreciation for the period | - | - | - | - | (2) | - | (2)
Balance as at December 31, 2024 | - | - | - | - | (272) | - | (272)
Book value as at December 31, 2024 | - | - | - | - | 25 | 181 | 207
Cost of Acquisition |  |  |  |  |  |  |
Balance as at January 1, 2025 | - | - | - | - | 297 | 181 | 478
Additions from acquisition/absorption of subsidiaries (note 35.3) | - | 531 | - | 17 | 505 | - | 1,053
Additions for the period | - | 118 | - | - | 94 | 2 | 214
Transfers | - | 179 | - | - | 4 | (183) | -
Balance as at December 31, 2025 | - | 828 | - | 17 | 900 | - | 1,745
Accumulated depreciation |  |  |  |  |  |  |
Balance as at January 1, 2025 | - | - | - | - | (272) | - | (272)
Depreciation from acquisition/absorption of subsidiaries (note |  |  |  |  |  |  |
35.3) | - | (240) | - | (17) | (469) | - | (726)
Depreciation for the period | - | (129) | - | - | (28) | - | (157)
Balance as at December 31, 2025 | - | (369) | - | (17) | (769) | - | (1,155)
Book value as at December 31, 2025 | - | 459 | - | - | 131 | - | 590

The increase in consolidated tangible assets compared to the previous year is mainly attributable to the incorporation of property, plant and equipment of Barba Stathis Group, acquired during the current year (Note 35.2), while the Company’s tangible assets arise from the merger by absorption of its subsidiary, IDEAL TECHNOLOGY S.A. (Note 35.3). In the context of the finalization of the goodwill from the acquisition of the subsidiary BARBA STATHIS S.A., a readjustment of an amount of € 1,827 k was made to the fair value of its tangible assets, relating by € 708 k to Land and by € 1,118 k to Buildings and technical works (Note 35.2), and is included in additions from incorporation of subsidiaries of the current year. Encumbrances exist on the tangible assets of the Company’s investments for securing long-term borrowings (Note 39.2). Annual Financial Report | January -December 2025 193 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements 6. Intangible Assets

| CONSOLIDATION
Amounts in thousands € | Software development | Software acquisitions | Trademark and licenses | Other | Total
Cost of Acquisition |  |  |  |  |
Balance as at January 1, 2024 | 30,214 | 10,293 | 38,755 | - | 79,262
Additions from acquisition of subsidiaries (note 35.1) | - | 27 | - | - | 27
Additions for the period | 307 | 810 | - | - | 1,117
Sales/ disposals for the period | - | (5) | - | - | (5)
Discontinued operations | - (418) |  | - | - | (418)
Balance as at December 31, 2024 | 30,521 | 10,707 | 38,755 | - | 79,983
Accumulated depreciation |  |  |  |  |
Balance as at January 1, 2024 | (26,238) | (8,495) | - | - | (34,733)
Depreciation from acquisition of subsidiaries (note 35.1) | - | (2) | - | - | (2)
Depreciation for the period | (1,044) | (674) | - | - | (1,718)
Sales/ disposals for the period | - | 5 | - | - | 5
Discontinued operations | - | 393 | - | - | 393
Balance as at December 31, 2024 | (27,282) | (8,773) | - | - | (36,055)
Book value as at December 31, 2024 | 3,239 | 1,933 | 38,755 | - | 43,927
Cost of Acquisition |  |  |  |  |
Balance as at January 1, 2025 | 30,521 | 10,707 | 38,755 | - | 79,983
Additions from acquisition of subsidiaries (note 35.2) | - | 2,463 | 45,581 | 573 | 48,617
Additions for the period | 569 | 1,307 | - | 142 | 2,018
Sales/ disposals for the period | - | (114) | - | - | (114)
Transfers | - | 63 | - | 68 | 131
Balance as at December 31, 2025 | 31,090 | 14,426 | 84,336 | 783 | 130,635
Accumulated depreciation |  |  |  |  |
Balance as at January 1, 2025 | (27,282) | (8,773) | - | - | (36,055)
Depreciation from acquisition of subsidiaries (note 35.2) | - | (2,246) | (74) | (573) | (2,893)
Depreciation for the period | (1,099) | (916) | (2) | (21) | (2,038)
Sales/ disposals for the period | - | 114 | - | - | 114
Transfers | (4) | 59 | - | (59) | (4)
Balance as at December 31, 2025 | (28,385) | (11,762) | (76) | (653) | (40,876)
Book value as at December 31, 2025 | 2,705 | 2,664 | 84,260 | 130 | 89,759

Annual Financial Report | January -December 2025 194 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements The increase in consolidated intangible assets compared to the previous year is mainly due to the incorporation of the intangible assets of the Barba Stathis Group, which was acquired during the current year (Note 35.2). In the context of the finalization of goodwill arising from the acquisition of the subsidiary BARBA STATHIS S.A., the BARBA STATHIS trademark was recognized at fair value, amounting to € 43,937 k, and is included in “Additions from the consolidation of subsidiaries” under “Trademarks and licenses” category for the current year. During the financial year, the Company's investments capitalized costs related to the research, development and implementation of integrated software solutions for a total amount of € 569 k versus € 307 k in the previous financial year. The Company's internally generated intangible assets relating to software development costs are amortized over 3-10 years. Research and development expenses recognized as distribution expenses amount to € 711 k for the current financial year compared to € 703 k for the previous financial year. The capitalization of the above software development costs is performed only when the recognition criteria for an intangible asset under IAS 38 are met, in particular the technical feasibility of completing the software, the intention and ability of the Company and its investments to complete and use or commercially exploit it, and the existence of expected future economic benefits arising from its use. Intangible assets with definite useful lives are tested for impairment when events or changes in circumstances indicate that their carrying amount may not be recoverable. If the carrying amount of such intangible assets exceeds their recoverable amount, the excess is recognized as an impairment loss directly in profit or loss. Trademarks recognized as part of the purchase price allocation and classified as intangible assets with indefinite useful lives are not amortized but are tested for impairment at least annually, or more frequently when there are indications of impairment. As at 31.12.2025, intangible assets with indefinite useful life amount to € 84,250 k and relate by € 38,755 k to the trademark of the subsidiary company ATTICA DEPARTMENT STORES S.A., by € 43,937 k to the trademark of the subsidiary company BARBA STATHIS S.A. and by € 1,559 k to the trademark of the subsidiary company HALVATZIS MAKEDONIKI S.A. The recoverable amounts of trademarks with indefinite useful lives (value in use) were determined based on the income approach, specifically using the relief-from-royalty method. The key assumptions adopted by Management for the estimation of future cash flows, in order to determine value in use and perform impairment testing for the trademarks of ATTICA DEPARTMENT STORES S.A. and HALVATZIS MAKEDONIKI S.A. include royalty rates of 1.74% and 1.5%–2.9%, respectively, and WACC of 11.6% and 12.6%, respectively, with a terminal growth rate of 1%. Based on the impairment test performed as at 31.12.2025, no impairment loss was required to be recognized. Management is not currently aware of any other event or circumstance that would reasonably lead to a change in the key assumptions used in determining the recoverable amounts of the trademarks. Nevertheless, as at 31.12.2025, the Company and its investments performed a sensitivity analysis of the recoverable amounts per CGU in relation to changes in certain key assumptions, such as: (i) a change of 0.10 percentage points in the royalty rate up to 2030 and 0.05 percentage points in perpetuity, (ii) a change of 1.0 percentage point in the discount rate up to 2030 and 0.05 percentage points in perpetuity, or (iii) a change of 0.5 percentage points in the terminal growth rate. These changes did not result in the recognition of any impairment loss for the Group. The Company’s intangible assets are fully amortized and no additions were made during the year 2025. 7. Leases The Company and its investments lease offices, stores, vehicles and certain other equipment. Except for short- term leases and low value leases, all leases are recorded in the statement of financial position as a right-of-use asset and a lease liability. Variable rentals that are not index-linked or interest rate dependent (such as rentals based on a percentage of sales) are not included in the initial measurement of the right-of-use asset and the lease Annual Financial Report | January -December 2025 195 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements liability. The Company and its investments classify right-of-use in a manner similar to classification of tangible assets (Note 5). 7.1. Right-of-use assets

CONSOLIDATION
Amounts in thousands € | Buildings | Vehicles | Other equipment | Total
Cost of Acquisition |  |  |  |
Balance as at January 1, 2024 | 289,187 | 1,297 | 7 | 290,492
Additions from acquisition of subsidiaries (note 35.1) | 91 | 74 | - | 164
Additions for the period | 17,305 | 343 | - | 17,648
Sales/ disposals for the period | (35) | (124) | - | (158)
Discontinued operations | - | (284) | (7) | (291)
Balance as at December 31, 2024 | 306,548 | 1,307 | - | 307,855
Accumulated depreciation |  |  |  |
Balance as at January 1, 2024 | (48,688) | (644) | (3) | (49,334)
Depreciation from acquisition of subsidiaries (note 35.1) | (52) | (19) | - | (71)
Depreciation for the period | (11,641) | (244) | - | (11,885)
Sales/ disposals for the period | 35 | 107 | - | 142
Discontinued operations | - | 209 | 3 | 212
Balance as at December 31, 2024 | (60,346) | (591) | - | (60,937)
Book value as at December 31, 2024 | 246,202 | 716 | - | 246,918
Cost of Acquisition |  |  |  |
Balance as at January 1, 2025 | 306,548 | 1,307 | - | 307,855
Additions from acquisition of subsidiaries (note 35.2) | 220 | 2,230 | 808 | 3,258
Additions for the period | 11,383 | 1,285 | 449 | 13,117
Sales/ disposals for the period | (72) | (726) | - | (798)
Balance as at December 31, 2025 | 318,079 | 4,096 | 1,257 | 323,432
Accumulated depreciation |  |  |  |
Balance as at January 1, 2025 | (60,346) | (591) | - | (60,937)
Depreciation from acquisition of subsidiaries (note 35.2) | (197) | (1,271) | (742) | (2,210)
Depreciation for the period | (11,936) | (708) | (130) | (12,774)
Sales/ disposals for the period | 72 | 657 | - | 729
Balance as at December 31, 2025 | (72,407) | (1,913) | (872) | (75,192)
Book value as at December 31, 2025 | 245,672 | 2,183 | 385 | 248,240

Annual Financial Report | January -December 2025 196 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements

COMPANY
Amounts in thousands € | Buildings | Vehicles | Other equipment | Total
Cost of Acquisition |  |  |  |
Balance as at January 1, 2024 | - | - | - | -
Additions for the period | 148 | - | - | 148
Balance as at December 31, 2024 | 148 | - | - | 148
Accumulated depreciation |  |  |  |
Balance as at January 1, 2024 | - | - | - | -
Depreciation for the period | (33) | - | - | (33)
Balance as at December 31, 2024 | (33) | - | - | (33)
Book value as at December 31, 2024 | 115 | - | - | 115
Cost of Acquisition |  |  |  |
Balance as at January 1, 2025 | 148 | - | - | 148
Additions from acquisition/absorption of subsidiaries (note 35.3) | 2,666 | 522 | - | 3,188
Additions for the period | 2,672 | 71 | - | 2,743
Sales/ disposals for the period | - | (137) | - | (137)
Balance as at December 31, 2025 | 5,486 | 456 | - | 5,942
Accumulated depreciation |  |  |  |
Balance as at January 1, 2025 | (33) | - | - | (33)
Depreciation from acquisition/absorption of subsidiaries (note 35.3) | (1,827) | (239) | - | (2,066)
Depreciation for the period | (545) | (100) | - | (645)
Sales/ disposals for the period | - | 137 | - | 137
Balance as at December 31, 2025 | (2,405) | (202) | - | (2,607)
Book value as at December 31, 2025 | 3,081 | 254 | - | 3,335

7.2. Lease liabilities The lease liabilities of the Company and its investments are set out below in accordance with the requirements of IFRS 16:

| CONSOLIDATION | COMPANY
Amounts in thousands € | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024
Long-term lease liabilities | 258,503 | 255,002 | 3,107 | 76
Short-term liabilities | 10,021 | 9,015 | 465 | 44
Total lease liabilities | 268,524 | 264,017 | 3,572 | 120

The lease liabilities of the Company and its investments were as follows during the period:

CONSOLIDATION | 31.12.2025
Amounts in thousands € | Buildings | Vehicles | Other equipment | Total
Balance as at January 1 | 263,324 | 693 | - | 264,017
Cash changes: |  |  |  |
- Payments | (17,227) | (769) | (142) | (18,138)
Non-cash changes: |  |  |  |
- Additions | 11,384 | 1,285 | 448 | 13,117
- Interests | 8,449 | 84 | 9 | 8,542
- Early terminated leases | - | (70) | - | (70)
- Additions from acquisition of subsidiaries (note 35.2) | 26 | 956 | 74 | 1,056
Balance as at December 31 | 265,956 | 2,179 | 389 | 268,524

Annual Financial Report | January -December 2025 197 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements

CONSOLIDATION | 31.12.2024
Amounts in thousands € | Buildings | Vehicles | Other equipment | Total
Balance as at January 1 | 254,943 | 626 | 4 | 255,573
Cash changes: |  |  |  |
- Payments | (16,780) | (326) | (1) | (17,108)
Non-cash changes: |  |  |  |
- Additions | 17,305 | 362 | - | 17,667
- Interests | 7,815 | 34 | - | 7,850
- Early terminated leases | - (18) |  |  | (18)
- Additions from acquisition of subsidiaries | 42 | 56 | - | 98
- Discontinued operations | - | (42) | (4) | (46)
Balance as at December 31 | 263,324 | 693 | - | 264,017

COMPANY | 31.12.2025
Amounts in thousands € | Buildings | Vehicles | Other equipment | Total
Balance as at January 1 | 120 | - | - | 120
Cash changes: |  |  |  |
- Payments | (485) | (96) | - | (581)
Non-cash changes: |  |  |  |
- Additions | 2,672 | 71 | - | 2,743
- Interests | 116 | 13 | - | 129
- Early terminated leases | - | - |  | -
- Additions from acquisition of subsidiaries (note 35.3) | 915 | 246 |  | 1,161
Balance as at December 31 | 3,338 | 234 | - | 3,572

COMPANY | 31.12.2024
Amounts in thousands € | Buildings | Vehicles | Other equipment | Total
Balance as at January 1 | - | - | - | -
Cash changes: |  |  |  |
- Payments | (33) | - | - | (33)
Non-cash changes: |  |  |  |
- Additions | 148 | - | - | 148
- Interests | 5 | - | - | 5
Balance as at December 31 | 120 | - | - | 120

st The future minimum lease payments and the net present value thereof as of December 31 , 2025, and 2024 are analyzed as follows:

CONSOLIDATION | 31.12.2025
Amounts in thousands € | Up to 1 year | 1 to 5 years | Over 5 years | Total
Minimum payments | 18,418 | 71,220 | 282,211 | 371,849
Financial cost | (8,397) | (30,114) | (64,814) | (103,325)
Net present value | 10,021 | 41,106 | 217,397 | 268,524

CONSOLIDATION | 31.12.2024
Amounts in thousands € | Up to 1 year | 1 to 5 years | Over 5 years | Total
Minimum payments | 17,104 | 65,724 | 287,205 | 370,032
Financial cost | (8,089) | (29,359) | (68,568) | (106,016)
Net present value | 9,015 | 36,365 | 218,637 | 264,017

Annual Financial Report | January -December 2025 198 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements

COMPANY | 31.12.2025
Amounts in thousands € | Up to 1 year | 1 to 5 years | Over 5 years | Total
Minimum payments | 578 | 2,668 | 696 | 3,942
Financial cost | (113) | (247) | (11) | (371)
Net present value | 465 | 2,421 | 685 | 3,571

COMPANY | 31.12.2024
Amounts in thousands € | Up to 1 year | 1 to 5 years | Over 5 years | Total
Minimum payments | 50 | 79 | - | 128
Financial cost | (6) | (3) | - | (9)
Net present value | 44 | 76 | - | 120

Rentals not recognized as a liability The Company and its investments have decided not to recognize a lease liability for short-term leases (leases with an estimated term of 1 year or less) or for leases of low-value assets. Payments on these leases are recognized as an expense in the income statement. In addition, variable payments of certain floating rate leases that are not permitted to be recognized as lease liabilities are also recognized as an expense. Expenses relating to the above cases that have not been included in the measurement of the lease liability are analyzed as follows:

| CONSOLIDATION | COMPANY
Amounts in thousands € | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024
Short-term leases | 222 | 279 | 29 | 94
Low value leases | 19 | 3 | - | 3
Variable payments of floating rentals | 5,125 | 4,439 | - | -
Net present value | 5,366 | 4,722 | 29 | 97

Variable payments of floating rentals of € 5,111 k, recognized as an expense rather than a lease liability mainly include leases of the subsidiary ATTICA S.A. where the rentals are variable based on the income from the use of the underlying assets. Total consolidated cash outflows for leases for the year amount to € 23,504 k compared to € 21,829 k in the previous year, while for the Company they amount to € 626 k and € 130 k for the current and previous year, respectively. The Company, during the current year, had income of € 255 k from the sublease of offices to the subsidiary companies ADACOM ADVANCED INTERNET APPLICATIONS S.A. and IDEAL SOFTWARE SOLUTIONS S.A. and income of € 94 k from the sublease of offices to third parties. Contingent liabilities arising from compliance with commercial cooperation agreements are discussed in Note 39.3. Annual Financial Report | January -December 2025 199 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements 8. Goodwill The change in goodwill arising on business combinations is analyzed as follows:

| CONSOLIDATION | COMPANY
Amounts in thousands € | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024
Opening balance for the period | 126,790 | 119,222 | - | -
Additions from acquisition of subsidiaries (note 35.2) | 22,952 | - | - | -
Acquisition of subsidiary (note 35) | 18,198 | 10,991 | 1,609 | -
Disposal of subsidiary | - | (3,423) | - | -
Closing balance for the period | 167,940 | 126,790 | 1,609 | -

1 Goodwill by business segment is broken down as follows:

| CONSOLIDATION | COMPANY
Amounts in thousands € | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024
IT | 59,263 | 59,263 | - | -
Specialized retail | 65,918 | 65,918 | - | -
Food | 41,150 | - | - | -
Distribution | 1,609 | 1,609 | 1,609 | -
Total | 167,940 | 126,790 | 1,609 | -

Goodwill amounting to € 1,609 k of the Company relates to the goodwill of the CGU of Distribution, which originated from the subsidiary company IDEAL TECHNOLOGY S.A., with which it was merged by absorption (Note 35.3) during the current year. As 31.12.2025, goodwill has been allocated to the following CGUs/groups of CGUs: • Information Technology Segment - BYTE COMPUTER, ADACOM, BLUESTREAM • Specialized Retail Segment - ATTICA DEPARTMENT STORES • Food Segment - BARBA STATHIS GROUP • Distribution Segment CGUs are defined at the level at which Management separately monitors cash flows and makes decisions regarding resource allocation and performance assessment, in accordance with IAS 36. The above CGUs are grouped, for presentation purposes, by operating segment, to the extent that the underlying assumptions (growth rates, profit margins, discount rates) do not differ materially within each segment. For each CGU or group of CGUs that is significant in relation to total goodwill, the Group discloses the key assumptions used in calculating value in use or fair value, as well as a sensitivity analysis to reasonably possible changes in those assumptions, in accordance with IAS 36. The recoverable amount of goodwill related to the individual CGUs has been determined based on value in use, which was calculated using the discounted cash flow method. In determining value in use, Management uses assumptions which it considers reasonable and which are based on the best available information at its disposal and are valid at the reporting date of the Financial Statements. 1 Within the ﬁrst quarter of 2025, Ideal Holdings completed the corporate restructuring of the Information Technology segment, creating a new sub-group under the parent company ‘BYTE COMPUTER S.A.’ and separating the technology products distribution companies (METROSOFT INFORMATICS S.A. and IDEAL TECHNOLOGY S.A.). As a result, the goodwill of the technology products distribution companies was separated from the goodwill of the Information Technology segment and is presented under Other Investments for both years for comparability purposes. Annual Financial Report | January -December 2025 200 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements Assumptions used in determining value in use The recoverable amount of each CGU is determined based on its value in use. This is calculated as the present value of the estimated future cash flows expected to be generated by each CGU, using the discounted cash flow (DCF) method. The key assumptions used by the Company in determining the estimated future cash flows are as follows: • Preparation of five-year business plans for each CGU. The business plans are prepared with a maximum horizon of five years, while cash flows beyond the five-year period are extrapolated using estimated growth rates as described below. • The business plans are based on recently prepared and approved budgets and forecasts, incorporating projected operating profit and EBITDA margins, as well as forward-looking estimates using reasonable assumptions. • The business plans include the necessary revisions to reflect current economic conditions and take into account past experience, industry outlooks, and other available information from external sources. • The calculations for determining the recoverable amount of the CGUs are based on five-year business plans approved by Management, which incorporate the necessary revisions to reflect the current economic environment and the Company’s experience. Terminal growth rate: Cash flows beyond the five-year period have been extrapolated using estimated terminal growth rates, as derived from external sources. The terminal growth rate applied per CGU/group of CGUs was determined as follows: • IT segment – 2.75% • Specialized retail segment – 1% • Food segment – 2% • Distribution segment – 2% Weighted Average Cost of Capital (WACC): The WACC method reflects the discount rate applied to the future cash flows of each CGU and is derived from the weighted average of the cost of equity and the cost of long-term debt, in order to determine the overall cost of capital. As all cash flows in the business plans are denominated in euro, the yield on the 10-year German government bond was used as the risk-free rate, which amounted to 2.96% at the valuation date. For the calculation of the country risk premium and the equity risk premium, estimates from independent sources were considered, while beta coefficients are assessed annually based on published market data. The WACC per CGU/group of CGUs was determined as follows: • IT segment – 11.50% • Specialized retail segment – 11.60% • Food segment – 8.30% • Distribution segment – 10.20% Apart from the above estimates used in determining the value in use of the CGUs, Management is not aware of any changes in conditions that could affect the remaining assumptions. The key assumptions adopted by Management for the calculation of future cash flows, in order to determine value in use and perform impairment testing, include terminal growth rates ranging from 1% to 2.75% and WACC ranging from 8.30% to 11.60%. Based on the impairment test performed, no goodwill impairment loss was identified. Sensitivity analysis of recoverable amounts Management is not currently aware of any other event or condition that would reasonably result in a change in the key assumptions used in determining the recoverable amounts of the CGUs. Nevertheless, as at 31.12.2025, the Company performed a sensitivity analysis of the recoverable amounts per CGU in relation to reasonably possible changes in key assumptions, such as: (i) an increase in the discount rate of up to 1.0 percentage point, (ii) a decrease in the EBITDA margin of up to 1.0 percentage point, and (iii) a decrease in the terminal growth rate of up to 0.5 percentage points. These changes do not result in the recognition of an impairment loss for any CGU, as Annual Financial Report | January -December 2025 201 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements under all the above reasonably possible scenarios, the recoverable amount of each CGU remains higher than its respective carrying amount. 9. Other financial assets

| CONSOLIDATION | COMPANY
Amounts in thousands € | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024
Participation in other entities | 121 | 124 | - | -
Other financial assets | 121 | 124 | - | -

The above investments are non-listed and there are no recent and reliable data available for measuring their fair value. Therefore, the Group measures them at fair value, for which acquisition cost is considered an appropriate estimate, in accordance with the relevant provisions of IFRS 9. 10. Other long-term receivables

| CONSOLIDATION | COMPANY
Amounts in thousands € | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024
Provided guarantees | 369 | 263 | 107 | 9
Other long-term receivables | 213 | - | - | -
Other long-term receivables | 582 | 263 | 107 | 9

Other receivables include a receivable arising from the sale of the interest in an associate company (Note 1.2), which relates to the third instalment of the consideration, with maturity date 31.03.2027. This receivable is recognized as a financial asset measured at amortized cost in accordance with IFRS 9 - Financial Instruments and IFRS 7 - Financial Instruments: Disclosures and is subject to impairment testing based on the expected credit loss model. The guarantees paid relate to amounts paid to lessors of properties, vehicles and to public utility companies for connection to their networks. 11. Deferred tax assets and liabilities Deferred income taxes arise from temporary differences between the carrying amounts and tax bases of assets and liabilities and are calculated using the income tax rate expected to apply in the periods in which the temporary taxable and deductible differences are expected to reverse. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred taxes relate to the same taxation authority. A deferred tax asset is recognized for tax losses carried forward to the extent that it is probable that the related tax benefit will be realized through future taxable profits. (i) Offset balances of deferred tax assets.

| CONSOLIDATION | COMPANY
Amounts in thousands € | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024
Deferred tax assets | 4,675 | 3,713 | - | -
Deferred tax liabilities | (21,973) | (8,661) | - | -
Net deferred tax | (17,298) | (4,948) | - | -

(i) Gross balances of deferred tax assets and obligations

| CONSOLIDATION | COMPANY
Amounts in thousands € | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024
Deferred tax assets | 61,409 | 59,396 | - | -
Deferred tax liabilities | (78,707) | (64,344) | - | -
Net deferred tax | (17,298) | (4,948) | - | -

Annual Financial Report | January -December 2025 202 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements (ii) Changes in gross deferred tax assets and liabilities

| CONSOLIDATION
Amounts in thousands € | Balance as at January 1, 2025 | Deferred tax recognized in the Income Statement | Deferred tax recognized through Other Comprehensive Income | Additions from acquisition of subsidiaries | Balance as at December 31, 2025
Tangible assets | - | 19 | - | - | 19
Other intangible assets | 510 | (15) | - | - | 495
Inventories | 309 | (37) | - | 198 | 470
Trade receivables | 120 | (19) | - | 167 | 268
Other current assets | 1 | (1) | - | - | -
End-of-service employee benefit obligations | 277 | 54 | (24) | 294 | 601
Long-term provisions | 13 | (8) | - | - | 5
Lease liabilities | 57,745 | 212 | - | 20 | 57,977
Other short-term liabilities | 415 | 20 | - | 2 | 437
Other long-term liabilities | 7 | (53) | - | 362 | 316
Tax losses | - | 481 | - | - | 481
Reserves | - | 27 | - | 313 | 340
Deferred tax assets balance (before offsetting) | 59,396 | 680 | (24) | 1,356 | 61,409
Tangible assets | (1,175) | 31 | - | (4,645) | (5,789)
Other intangible assets | (8,633) | 93 | - | (10,009) | (18,549)
Right-of-use assets | (54,298) | 466 | - | (18) | (53,851)
Trade receivables | (44) | 32 | - | - | (12)
Other current assets | (51) | (183) | - | - | (234)
Other long-term liabilities | (143) | (128) | - | (1) | (272)
Deferred tax liabilities balance (before offsetting) | (64,344) | 311 | - | (14,673) | (78,707)
Net deferred tax asset/(liability) | (4,948) | 991 | (24) | (13,317) | (17,298)

In the context of the finalization of the goodwill from the acquisition of the subsidiary company BARBA STATHIS S.A., a deferred tax liability of € 10,054 k was recognized (column Additions from acquisition of subsidiaries), which relates to deferred tax arising from the recognition at fair value of the assets of the acquired company (Notes 35.2 and 37) and more specifically a deferred tax liability of € 9,666 k in the line Other intangible assets for the trademark and € 388 k in the line Tangible assets for the properties (Land and Buildings). Annual Financial Report | January -December 2025 203 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements

| CONSOLIDATION
Amounts in thousands € | Balance as at January 1, 2024 | Deferred tax recognized in the Income Statement | Deferred tax recognized through Other Comprehensive Income | Deferred tax recognized directly in Equity | Additions from acquisition of subsidiaries | Balance as at December 31, 2024
Other intangible assets | 503 | 7 | - | - | - | 510
Inventories | 275 | 30 | - | 4 | - | 309
Trade receivables | 223 | - | - | - | (103) | 120
Other current assets | - | 1 | - | - | - | 1
End-of-service employee benefit obligations | 315 | 44 | 1 | - | (83) | 277
Long-term provisions | 25 | (12) | - | - | - | 13
Lease liabilities | 55,910 | 1,815 | - | 22 | (2) | 57,745
Other short-term liabilities | 777 | (11) | - | 128 | (478) | 415
Other long-term liabilities | 44 | 7 | - | - | (44) | 7
Deferred tax assets balance (before offsetting) | 58,071 | 1,881 | 1 | 154 | (711) | 59,396
Tangible assets | (2,343) | (284) | - | - | 1,451 | (1,175)
Other intangible assets | (8,704) | 71 | - | - | - | (8,633)
Right-of-use assets | (53,073) | (1,205) | - | (21) | - | (54,298)
Trade receivables | (60) | 16 | - | - | - | (44)
Other current assets | (76) | 21 | - | - | 5 | (51)
Other long-term liabilities | (119) | (24) | - | - | - | (143)
Deferred tax liabilities balance (before offsetting) | (64,375) | (1,405) | - | (21) | 1,456 | (64,344)
Net deferred tax asset/(liability) | (6,304) | 476 | 1 | 133 | 745 | (4,948)

st As at December 31 , 2025, the Company has accumulated tax losses totaling € 53,670 k for which no deferred tax asset has been recognized, as it is not considered sufficiently probable at the reporting date that taxable profits will be available within the carryforward period to utilize these losses. Annual Financial Report | January -December 2025 204 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements 12. Inventories Inventories are analyzed as follows:

| CONSOLIDATION | COMPANY
Amounts in thousands € | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024
Goods | 94,343 | 79,098 | 1,339 | -
Finished products | 20,599 | 333 | - | -
Semi-finished products | 300 | 533 | - | -
Raw materials | 10,462 | 100 | - | -
Other | 3,189 | - | - | -
Less: Provision for impairment of inventory | (2,477) | (1,685) | (211) | -
Inventory | 126,416 | 78,379 | 1,128 | -

The increase in consolidated inventories compared to the previous year is mainly due to the incorporation of the inventories of Barba Stathis Group, which was acquired during the current year (Note 35.2), while the Company’s inventories arise from the merger by absorption of the subsidiary company IDEAL TECHNOLOGY S.A. (Note 35.3). Changes in provisions for depreciation of inventories are presented below as follows:

| CONSOLIDATION | COMPANY
Amounts in thousands € | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024
Opening balance for the period | 1,685 | 1,436 | - | -
Provisions from acquisition of subsidiaries | 898 | 20 | 211 | -
Increase/(decrease) of provisions | (99) | 279 | - | -
Discontinued operations | - | (117) | - | -
Foreign exchange translation differences | (7) | 66 | - | -
Closing balance for the period | 2,477 | 1,685 | 211 | -

13. Trade receivables Trade receivables and the relative impairment losses are analyzed as follows:

| CONSOLIDATION | COMPANY
Amounts in thousands € | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024
Trade receivables | 61,304 | 52,830 | 5,238 | 3
Receivables from credit cards | 10,776 | 13,032 | - | -
Receivable from subsidiaries (Note 39.1) | - | - | 1,677 | 373
Cheques receivables | 10,165 | 1,274 | 203 | -
Less: Provisions for doubtful receivables | (6,601) | (6,760) | (72) | -
Trade receivables | 75,644 | 60,377 | 7,046 | 376

The increase in consolidated trade receivables compared to the previous year is mainly due to the incorporation of the trade receivables of the Barba Stathis Group, which was acquired during the current year (Note 35.2), while the increase in the Company’s trade receivables is due to the addition of the customers of the subsidiary company IDEAL TECHNOLOGY S.A., which was merged through its absorption (Note 35.3) with the Company. All the above receivables mature on average within one year from the balance sheet date and their fair value, as well as the maximum exposure to credit risk from them, approximates their carrying amount. The subsidiary company Barba Stathis has received guarantees from customers amounting to € 534 k. These guarantees reduce the net exposure to credit risk from these specific customers. Annual Financial Report | January -December 2025 205 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements Provisions for doubtful receivables are analyzed as follows:

| CONSOLIDATION | COMPANY
Amounts in thousands € | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024
Opening balance for the period | 6,760 | 7,590 | - | -
Provisions from acquisition of subsidiaries | 4,008 | - | 82 | -
Write-offs | (4,105) | - | - | -
Provisions for the period | (59) | (50) | (10) | -
Discontinued operations | - | (767) | - | -
Foreign exchange translation differences | (3) | (13) | - | -
Closing balance for the period | 6,601 | 6,760 | 72 | -

14. Other current assets Other current assets include the following receivables:

| CONSOLIDATION | COMPANY
Amounts in thousands € | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024
Restricted deposits | 5,985 | 5,884 | 5,982 | 5,872
Staff cash facilities | 102 | 86 | 9 | 6
Receivables from the Greek State | 711 | 2,036 | 273 | 969
Receivables from Subsidiaries (note 39.1) | - | - | 5,477 | 583
Advances to suppliers | 3,581 | 2,295 | 261 | 268
Prepaid expenses | 4,421 | 4,087 | 201 | 102
Accrued Income | 4,310 | 5,189 | 60 | 626
Acquisition under receipt/ settlement | 3,014 | 3,021 | 58 | -
Financial assets at fair value through profit or loss | 330 | 1,162 | 464 | 666
Other debtors | 1,272 | 371 | 4 | 4
Less: Provisions for bad receivables | (633) | - | - | -
Other current assets | 23,093 | 24,132 | 12,789 | 9,095

Under the program of issuing a negotiable common bond loan of € 100,000 k (Note 17), the Company's obligation is to maintain a DSRA Bond Loan Security Account pledged in favor of the bondholders until the bond loan repayment date, which shall include an amount equal to the total amount of interest under the bond loan payable at any one time on the immediately following two (2) maturity dates plus any interest, i.e. € 5,882 k, plus a minimum amount of € 100 k which may be used exclusively by the bondholders' representative to cover the costs, expenses and any attorneys' fees in connection with the exercise, prosecution (whether in or out of court) or enforcement of the rights of the lenders under any of the bond loan documents. Receivables from subsidiaries of the Company include a receivable from dividend amounting to € 5,251 k, which was collected in January 2026. All of the above receivables, except for financial assets at fair value through profit and loss, mature on average within one year from the balance sheet date and their fair value and the maximum exposure to credit risk from them are identical to the carrying amount. The fair value of financial assets at fair value through profit and loss is presented in Note 37. Financial assets at fair value through profit and loss are analyzed as follows:

| CONSOLIDATION | COMPANY
Amounts in thousands € | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024
Shares listed on AthEx | 330 | 1.162 | - | -
Subsidiary share options | - | - | 464 | 666
Financial assets at fair value through profit or loss | 330 | 1,162 | 464 | 666

Annual Financial Report | January -December 2025 206 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements The movement of financial assets at fair value through profit and loss is analyzed as follows:

| CONSOLIDATION | COMPANY
Amounts in thousands € | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024
Opening balance for the period | 1,162 | 1,205 | 666 | -
Additions | - | - | - | 666
Decreases | (716) | (144) | - | -
Adjustments at fair value through profit or loss | (116) | 101 | (202) | -
Closing balance for the period | 330 | 1,162 | 464 | 666

15. Cash and cash equivalent

| CONSOLIDATION | COMPANY
Amounts in thousands € | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024
Cash on hand | 715 | 656 | 3 | 1
Bank deposits | 32,725 | 21,677 | 7,791 | 1,079
Short-term time deposits | 123,917 | 134,933 | 64,500 | 101,850
Cash and cash equivalents | 157,357 | 157,266 | 72,294 | 102,930

Time deposits of the Company and its investments relate to time deposits of maturity of less than 3 months, while restricted deposits have been transferred to Other current assets (Note 14). 16. Equity 16.1. Share capital and share premium Share Capital is analyzed as follows:

Amounts in thousands € (except number of shares) | Number of shares | Share capital | Share premium
Balance as at January 1, 2024 | 48,003,921 | 19,202 | 72,994
Share capital increase | - | 91,207 | (91,207)
Share capital decrease | - | (9,601) | -
Share capital increase expenses | - | - | (242)
Transfer to retained earnings | - | - | 18,456
Balance as at December 31, 2024 | 48,003,921 | 100,808 | -
Balance as at January 1, 2025 | 48,003,921 | 100,808 | -
Share capital increase | 8,000,000 | 16,000 | 32,000
Share capital decrease | - | (21,601) | -
Share capital increase expenses | - | - | (3,067)
Balance as at December 31, 2025 | 56,003,921 | 95,207 | 28,933

The share capital is determined on the basis of the nominal value of the shares issued. The share premium reserve includes amounts received in excess of the nominal value of the share on issue of shares. Any transaction costs associated with the issue of shares are deducted from the share premium reserve. Current fiscal year The Extraordinary General Meeting of shareholders held on February 3, 2025 resolved to reduce the Company’s share capital by € 4,800 k through a reduction in the nominal value of each share by € 0.10 per share, i.e., the nominal value of each share was reduced to € 2.00 from € 2.10, and to return the amount of the share capital reduction to shareholders in cash. The Board of Directors, exercising the authorization granted to it by the Extraordinary General Meeting of shareholders held on September 19, 2024, resolved on June 2, 2025 to proceed with a Public Offering in Greece of up to 8,000,000 new ordinary registered voting shares, with a nominal value of € 2.00 each, to be issued in the context of a share capital increase through cash contributions and the waiver of pre-emption rights of existing Annual Financial Report | January -December 2025 207 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements shareholders, with the possibility of partial subscription, and the admission of the new shares to trading on the regulated market of the Athens Stock Exchange. The Public Offering was completed on June 13, 2025 and, following a decision of the Board of Directors, a total of 8,000,000 new ordinary registered voting shares of the Company (the “New Shares”) were allocated. The final offer price of the New Shares (the “Offer Price”) was set at € 6.00 per share, and the total funds raised through the capital increase amounted to € 48,000 k. Trading of the 8,000,000 New Shares on the Main Market of the Athens Stock Exchange commenced on June 18, 2025. The adjourned Annual General Meeting of shareholders held on June 18, 2025 resolved to further reduce the Company’s share capital by € 16,801 k through a reduction in the nominal value of each share by € 0.30 per share, i.e., the nominal value of each share was reduced to € 1.70 from € 2.00, and to return the amount of the share capital reduction to shareholders in cash. Previous year The Regular General Meeting of Shareholders held on June 6, 2024 decided to increase the Company's share capital by capitalizing part of the share premium reserve in the amount of € 9,601 k with a simultaneous increase in the nominal value of the share by € 0.20 from € 0.40 to € 0.60. Subsequently, the Annual General Meeting decided to reduce the share capital by the same amount, i.e. € 9,601 k, with a simultaneous reduction of the nominal value of the share by € 0.20 from € 0.60 to € 0.40, and to return the amount of the share capital reduction in cash to the shareholders. The Extraordinary General Meeting of the Company's shareholders held on September 19, 2024, decided to increase the share capital by capitalizing part of the share premium reserve of € 81,607 k with a simultaneous increase in the nominal value of the share by € 1.70 from € 0.40 to € 2.10. Annual Financial Report | January -December 2025 208 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements 16.2. Reserves Reserves are analyzed as follows:

| CONSOLIDATION
Amounts in thousands € | Statutory reserves | Other reserves | Employee stock options reserve | Subsidiary share purchase option reserve | Actuarial gain/(loss) reserve | Foreign currency translation reserve | Treasury shares | Total
Balance as at January 1, 2024 | 1,331 | 270 | - | - | 36 | (1,189) | (70) | 377
Statutory reserves | 36 | - | - | - | - | - | - | 36
Grants | - | (10) | - | - | - | - | - | (10)
Stock awards to employees | - | - | 150 | - | - | - | - | 150
Subsidiary share option | - | - | - | (3,591) | - | - | - | (3,591)
Actuarial profit/(loss) for the period | - | - | - | - | 2 | - | - | 2
Deferred tax from actuarial profit/(loss) | - | - | - | - | 1 | - | - | 1
Other comprehensive income/expenses from associates | - | - | - | - | 28 | - | - | 28
Exchange differences on translation of financial statements | - | - | - | - | - | 312 | - | 312
Reclassification of exchange differences on translation of financial statements to the income statement due to disposal of a subsidiary | - | - | - | - | - | 935 | - | 935
Acquisition of treasury shares | - | - | - | - | - | - | (2,827) | (2,827)
Other changes due to disposal of subsidiary | - | (258) | - | - | (9) | - | - | (267)
Balance as at December 31, 2024 | 1,367 | 2 | 150 | (3,591) | 59 | 56 | (2,897) | (4,853)
Balance as at January 1, 2025 | 1,367 | 2 | 150 | (3,591) | 59 | 56 | (2,897) | (4,853)
Statutory reserves | 208 | - | - | - | - | - | - | 208
Other movements in reserves | - | (40) | - | - | - | - | - | (40)
Subsidiary share option | - | - | - | (327) | - | - | - | (327)
Actuarial profit/(loss) for the period | - | - | - | - | 84 | - | - | 84
Deferred tax from actuarial profit/(loss) | - | - | - | - | (16) | - | - | (16)
Exchange differences on translation of financial statements | - | - | - | - | - | (8) | - | (8)
Changes due to the disposal of associates | - | - | - | - | 6 | - | - | 6
Acquisition of treasury shares (note 16.4) | - | - | (150) | - | - | - | (10,590) | (10,740)
Changes in ownership % in subsidiaries | - | - | - | - | (7) | 7 | - | -
Balance as at December 31, 2025 | 1,575 | (38) | - | (3,917) | 126 | 55 | (13,487) | (15,686)

Annual Financial Report | January -December 2025 209 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements

COMPANY
Amounts in thousands € | Statutory reserves | Employee stock options reserve | Actuarial gain/(loss) reserve | Treasury shares | Total
Balance as at January 1, 2024 | 1,236 | - | 0 | (70) | 1,167
Actuarial profit/(loss) for the period | - | - | - | - | -
Stock awards to employees | - | 150 | - | - | 150
Acquisition of treasury shares | - | - | - | (2,827) | (2,827)
Balance as at December 31, 2024 | 1,236 | 150 | 1 | (2,897) | (1,510)
Balance as at January 1, 2025 | 1,236 | 150 | 1 | (2,897) | (1,510)
Changes due to merger with a subsidiary (note 35.3) | 56 | - | 32 | - | 88
Statutory reserves | 94 | - | - | - | 94
Actuarial profit/(loss) for the period | - | - | (6) | - | (6)
Deferred tax from actuarial profit/(loss) | - | - | 4 | - | 4
Acquisition of treasury shares (note 16.4) | - | (150) | - | (10,590) | (10,740)
Balance as at December 31, 2025 | 1,386 | - | 31 | (13,487) | (12,070)

Annual Financial Report | January -December 2025 210 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements 16.3. Non-controlling interest Financial information for the subsidiaries with significant participating of non-controlling interest is presented in the tables below.

SUBSIDIARY | % Non-controlling interests | Total comprehensive income attributable to non- controlling interests | Non-controlling interests
Amounts in thousands € (except for %) | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024
BYTE COMPUTER S.A. | 25.00% | 0.00% | 1,545 | - | 22,568 | -
ATTICA DEPARTMENT STORES S.A. | 25.00% | 0.00% | 3,876 | - | 26,583 | -
BARBA STATHIS S.A. | 25.00% | 0.00% | 1,482 | - | 20,151 | -

The summarized financial statements of the Group’s subsidiaries before intercompany eliminations.

| BYTE COMPUTER |  | ATTICA DEPARTMENT STORES |  | BARBA STATHIS |
Condensed Statement of Financial Position - Amounts in thousands € | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024
Non-current assets | 65,985 | 56,697 | 374,135 | 377,347 | 87,046 | -
Current assets | 43,054 | 43,051 | 151,047 | 127,720 | 67,422 | -
Total Assets | 109,038 | 99,748 | 525,181 | 505,067 | 154,468 | -
Long-term liabilities | 4,164 | 4,476 | 269,858 | 276,636 | 45,055 | -
Short-term liabilities | 14,605 | 19,562 | 148,990 | 130,598 | 28,810 | -
Total liabilities | 18,769 | 24,038 | 418,848 | 407,234 | 73,865 | -
Total Equity | 90,270 | 75,709 | 106,333 | 97,833 | 80,603 | -
Equity attributable to shareholders of parent | 67,702 | 75,709 | 79,750 | 97,833 | 60,452 | -
Non-controlling interests | 22,568 | - | 26,583 | - | 20,151 | -
Condensed Statement of Comprehensive Income - Amounts in thousands € | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024
Revenue | 63,201 | 7,475 | 244,203 | 231,907 | 129,126 | -
Profit/(loss) after tax | 6,195 | 4,233 | 15,432 | 12,737 | 5,909 | -
Profit/(loss) of the year attributable to shareholders of the parent | 4,646 | 4,233 | 11,574 | 12,737 | 4,432 | -
Profit/{loss) of the year attributable to Non-controlling interests Other comprehensive income for the period | 1,549 (16) | - (14) | 3,858 71 | - 1 | 1,477 18 | - -
Total comprehensive income for the year | 6,180 | 4,219 | 15,503 | 12,738 | 5,927 | -
Total comprehensive income attributable to shareholders of the parent | 4,635 | 4,219 | 11,627 | 12,738 | 4,445 | -
Total comprehensive income attributable to Non-controlling interests | 1,545 | - | 3,876 | - | 1,482 | -
Condensed Statement of Cash Flow - Amounts in thousands € | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024
Cash flow from operating activities | 11,271 | (7,093) | 39,207 | 37,614 | 81,911 | -
Cash flow from investing activities | (621) | 348 | (1,526) | (6,532) | 17,429 | -
Cash flow from financing activities | (321) | (659) | (22,700) | (27,939) | (99,877) | -
Net increase/(decrease) in cash and cash equivalents | 10,329 | (7,404) | 14,981 | 3,143 | (537) | -

Annual Financial Report | FY 2025 211 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements 16.4. Treasury Shares Acquisition The Company, following the decision of the Annual General Meeting of Shareholders held on 05.06.2025 and the relevant decision of the Board of Directors of 13.06.2025, announced the implementation of the Company's Treasury Share Acquisition Plan as of 13.06.2025. The purchases of treasury shares will be made through the Athens Stock Exchange. The maximum number of shares to be acquired will not exceed 10% of the paid-up share capital “(i.e. 5,600,392 shares based on the existing share capital) with a minimum purchase price of € 4.00 per share and a maximum purchase price of € 9.00 per share, while the plan will last for a maximum of (24) months from the date of the decision of the Annual General Meeting, i.e. until 04.06.2027. The purpose of the plan is to reduce the Company's share capital by cancelling the shares purchased during the period and/or distributing the shares purchased to the Company's personnel and/or the personnel of companies affiliated with the Company within the meaning of article 32 of Law 4308/2014, in accordance with the provisions of article 49 of Law 4548/2018 without excluding the disposal of treasury shares for another specific purpose that will promote the corporate interest, following the adoption of a specific decision by the competent body. Purchases of treasury shares will be made to the extent deemed advantageous to the Company and as market conditions allow. At the year end, the Company held 2,304,726 treasury shares of nominal value of € 1.70 each, at an average price of € 5.85 per share, representing 4.1153% of the Company's share capital, compared to 490,519 treasury shares (1.0218% of the Company's capital) as at 31.12.2024. 17. Borrowings st The outstanding balance of the Company's loans as at the fiscal year ended December 31 , 2025, and in the corresponding previous fiscal year is as follows:

| CONSOLIDATION | COMPANY
Amounts in thousands € | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024
Bond loans | 149,786 | 120,240 | 97,486 | 96,811
Total long-term borrowings | 149,786 | 120,240 | 97,486 | 96,811

| CONSOLIDATION | COMPANY
Amounts in thousands € | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024
Current portion of bond loans | 5,374 | 1,629 | - | -
Other short-term loans | 6,183 | 6,617 | 120 | -
Total short-term borrowings | 11,557 | 8,246 | 120 | -

st The annual capital repayments required to repay all long-term loans as at December 31 , 2025 and 2024 are as follows:

| CONSOLIDATION | COMPANY
Amounts in thousands € | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024
Up to 1 year | 11,557 | 8,246 | 120 | -
1 to 5 years | 149,786 | 120,240 | 97,486 | 96,811
Total borrowings | 161,343 | 128,486 | 97,606 | 96,811

Annual Financial Report | FY 2025 212 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements The loans of the Company and its investments during the financial year were as follows: CONSOLIDATION 31.12.2025 31.12.2024 Long-term Short-term Total Long-term Short-term Total Amounts in thousands € borrowings borrowings borrowings borrowings borrowings borrowings 120,240 8,246 128,486 208,487 20,310 228,797 Opening balance Cash changes: (107,388) (37,936) (145,324) - Repayments (69,686) (11,058) (80,744) 30,672 28,477 59,150 - Withdrawals 65,000 5,891 70,891 (65) - (65) - Issue expenses (242) - (242) Non-cash changes: (5,180) 5,180 - 638 (638) - -Reclassification (257) 13 (244) - (299) (299) -Interest - Recognition of issue 974 - 974 1,476 - 1,476 expenses - Foreign exchange translation - - - 470 28 498 differences - Additions from acquisition of 38,937 3,285 42,222 - - - subsidiaries (note 35.2) - - - (14,050) (1,696) (15,746) - Discontinued operations 149,786 11,557 161,343 120,240 8,246 128,486 Closing balance

COMPANY | 31.12.2025 | 31.12.2024
Amounts in thousands € | Long-term borrowings | Short-term borrowings | Total borrowings | Long-term borrowings | Short-term borrowings | Total borrowings
Opening balance | 96,811 | - | 96,811 | 164,978 | 5,635 | 170,613
Cash changes: |  |  |  |  |  |
- Repayments | (45,000) | (5,299) | (50,299) | (69,464) | (15,635) | (85,099)
- Withdrawals | 45,000 | 5,155 | 50,155 | - | 10,000 | 10,000
- Issue expenses | (205) | - | (205) | - | - | -
Non-cash changes: |  |  |  |  |  |
-Interest | 13 | 13 | 26 | - | - | -
- Recognition of issue |  |  |  |  |  |
expenses | 867 | - | 867 | 1,296 | - | 1,296
- Due to acquisition/absorption of subsidiaries (note 35.3) | - | 251 | 251 | - | - | -
Closing balance | 97,486 | 120 | 97,606 | 96,811 | - | 96,811

The increase in total consolidated borrowings compared to the previous year is mainly due to the incorporation of the borrowings of Barba Stathis Group, which was acquired during the current year (Note 35.2). The weighted average borrowing rate of the Company and its investments at the reporting date is 4.77%. For the bond loans of the subsidiaries, collateral has been provided, which is analyzed in Note 39.2. The Company’s investments as at 31.12.2025 have total approved financing lines with credit institutions amounting to € 115.2 million, excluding the bond loans which are analyzed below. Bond Loans IDEAL HOLDINGS S.A. Issuance of a negotiable common bond loan of € 100 million. The Company, on 15.12.2023, issued through a public offering a Common Bond Loan (hereinafter “CBL”) amounting to € 100 million (divided into 100,000 bonds with a nominal value of € 1,000 each), with a duration of 5 years and an interest rate of 5.50%. Trading of the bonds on the fixed income securities segment of the regulated market of the Athens Exchange commenced on 18.12.2023. Annual Financial Report | FY 2025 213 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements The Company, on 16.12.2024, proceeded with the cancellation and deletion of 303 bonds of the CBL through the exercise of the Early Redemption Right by 21 bondholders, during the period from 04.11.2024 to 29.11.2024. The repayment of the bonds was effected by the Issuer on Monday, December 16, 2024, while following the cancellation and deletion of the above 303 bonds, the total number of tradable bonds on the fixed income securities segment of the regulated market of the Athens Exchange amounts to 99,697 bonds. The net proceeds raised were used (a) for the repayment of existing borrowings of the Company, including interest, amounting to € 76.4 million, (b) for the acquisition of 75% of BLUESTREAM SOLUTIONS S.A., on 19.07.2024, for a consideration of € 12.2 million and (c) for the payment of part (€ 7.3 million) of the consideration for the acquisition of 100% of the company BARBA STATHIS S.A. Issuance of common bond loan of € 45 million The Company also issued on 28.03.2025 a common bond loan amounting to € 45 million for covering general business purposes, which it fully repaid on 02.07.2025. ATTICA DEPARTMENT STORES S.A. Issuance of common bond loan of € 20 million with the National Bank On 29.05.2025, the subsidiary company ATTICA DEPARTMENT STORES S.A. proceeded with the refinancing of an existing bond loan with a nominal value of € 30 million (outstanding amount as at the refinancing date € 23.5 million), through the conclusion of a new five-year common bond loan of € 20 million, with bondholder the National Bank. The proceeds of the new issuance were used for the full repayment of the existing bond loan, which was derecognized. No material gain or loss arose from the repayment of the existing loan, as its carrying amount at the repayment date did not differ materially from the amount paid, after the deduction of the relevant transaction costs, in accordance with the provisions of IFRS 9 Financial Instruments. BARBA STATHIS S.A. Issuance of common bond loan € 39.4 million The subsidiary BARBA STATHIS S.A. proceeded with the restructuring of its borrowings, in the context of which it repaid its total borrowings and entered into on 07.10.2024 a new Common Bond Loan amounting to € 39.4 million, with bondholders Alpha Bank, Piraeus Bank and Eurobank. HALVATZIS MAKEDONIKI S.A. Issuance of common bond loan € 2.5 million The subsidiary HALVATZIS MAKEDONIKI S.A. entered into a six-year bond loan agreement on 30.11.2022, amounting to € 1.5 million with the Bank of Piraeus and on 14.03.2022, it entered into an additional six-year bond loan amounting to € 1.0 million with Eurobank. The terms of the bond loans of the Company and its investments provide for specific obligations (such as compliance with financial covenants, etc.) which must be complied with. As at December 31, 2025, the Company and its investments were in compliance with these obligations. 18. Provisions 18.1. Employee termination benefit obligations In accordance with the provision of Greek labor law, employees of companies domiciled in Greece are entitled to compensation in the event of dismissal or retirement. The amount of compensation varies depending on the employee’s salary, years of service and the manner of termination (dismissal with cause, dismissal without cause, or retirement). The compensation payable in the event of retirement is equal to 40% of the compensation that would be payable in the case of dismissal without cause. Annual Financial Report | FY 2025 214 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements The provision for staff compensation due to termination of employment is presented in the financial statements in accordance with IAS 19 Employee Benefits and is based on an independent actuarial study. The movement in the employee benefits obligation due to termination of employment, as well as its impact on the statement of profit or loss and other comprehensive income, is analyzed below.

| CONSOLIDATION | COMPANY
Amounts in thousands € | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024
Opening balance | 1,264 | 1,209 | 14 | 8
Cost of current employment | 425 | 269 | 22 | 5
Cost of service/decrease/change in plan/settlement | 583 | 318 | - | 1
Net interest on the defined benefit obligation | 65 | 31 | 1 | -
Total effect in the Income Statement | 1,073 | 618 | 23 | 6
Actuarial gain/(loss) | (126) | 7 | (1) | -
Intragroup absorptions (transfers) | 6 | (9) | 7 | -
Total effect in the Comprehensive Income Statement | (120) | (2) | 6 | -
Benefits paid | (747) | (392) | - | -
Additions from acquisition of subsidiaries (note 35) | 1,335 | 38 | 37 | -
Discontinued operations | - | (211) | - | -
Foreign exchange translation differences | - | 4 | - | -
Closing balance | 2,805 | 1,264 | 80 | 14

The key assumptions of the actuarial study for the calculation of the provision for termination benefits for the Company and its investments are as follows:

| CONSOLIDATION | COMPANY
Amounts in thousands € | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024
Discount Interest Rate | 2.84% - 3.96% | 2.84% - 3.18% | 2.8% | 3.18%
Estimated salary growth rate | 2% - 10% | 2.1% - 10% | 10% | 10%
Inflation | 2% - 2.8% | 2025: 2.2% - 2.5% 2026+:2.1% +2.5% | 2% | 2025:2.2% 2026+: 2.1%

The sensitivity analysis of the termination benefit liability to changes in key assumptions is as follows:

|  | Effect on the obligation from
Amounts in thousands € | Change in the assumption by | Increase in % of the assumption | Decrease in % of the assumption
Discount Interest Rate | 0.10% | -0.99% | 1.04%
Estimated rate of change in salaries | 0.10% | 0.97% | -0.94%

18.2. Other long-term provisions

| CONSOLIDATION | COMPANY
Amounts in thousands € | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024
Opening balance | 59 | 113 | - | -
Decreases for the period | (37) | (55) | - | -
Closing balance | 22 | 59 | - | -

ATTICA DEPARTMENT STORES S.A. has made a provision to cover future compensation of commercial partners in the amount of € 22 k as of 31.12.2025 compared to € 59 k as of 31.12.2024. Annual Financial Report | FY 2025 215 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements 19. Other long-term liabilities Other long-term liabilities presented in the accompanying financial statements are analyzed as follows:

| CONSOLIDATION | COMPANY
Amounts in thousands € | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024
Government grants | 9,391 | 2,525 | 28 | -
Guarantees received | 25 | 25 | 25 | -
Other long-term liabilities | 3,917 | 3,591 | - | -
Other long-term liabilities | 13,333 | 6,140 | 53 | -

Consolidated “Other long-term liabilities” includes a liability of € 3,917 k as at 31.12.2025, compared to € 3,591 k as at 31.12.2024, relating to the net present value of the consideration for the acquisition of 25% of the shares of the subsidiary BLUESTREAM SOLUTIONS S.A. held by the non-controlling interests, in accordance with the call and put options held by the Company and the non-controlling interests respectively (Note 35.1). The movement of government grants is presented below as follows: CONSOLIDATION COMPANY Amounts in thousands € 31.12.2025 31.12.2024 31.12.2025 31.12.2024 Opening balance 2,525 1,760 - - Grants received 388 1,150 6 - Amortization of grants (768) (385) (9) - Additions from acquisition of subsidiaries 7,246 - 31 - Closing balance 9,391 2,525 28 - The grants relate to investment programs, mainly for the development of intangible assets by the subsidiary BYTE COMPUTER S.A. and are recognized as income along with the amortization of the assets. The amortization of grants corresponding to depreciation of assets is recorded in the "Other income" line of the income statement. 20. Suppliers The table below presents an analysis of the suppliers’ balances:

| CONSOLIDATION | COMPANY
Amounts in thousands € | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024
Payables to suppliers | 143,278 | 119,550 | 3,707 | 338
Liabilities to subsidiaries (note 39.1) | - | - | 1,379 | -
Post dated cheques payables | 20 | 31 | 8 | 2
Suppliers | 143,298 | 119,581 | 5,094 | 340

The above balances are short-term, and their fair values are considered to approximate their carrying amounts. 21. Tax and duties payable The tax and contribution payable balances are analyzed as follows:

| CONSOLIDATION | COMPANY
Amounts in thousands € | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024
Value added tax | 5,239 | 8,568 | - | -
Payroll tax | 1,777 | 1,273 | 59 | 41
Other taxes | 215 | 144 | 73 | 9
Income tax | 5,247 | 3,129 | - | -
Tax and duties payable | 12,478 | 13,114 | 132 | 49

Annual Financial Report | FY 2025 216 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements 22. Other short-term liabilities

| CONSOLIDATION | COMPANY
Amounts in thousands € | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024
Advances from customers | 5,478 | 5,071 | 48 | -
Accrued expenses | 14,348 | 14,191 | 2,580 | 2,140
Deferred income | 716 | 103 | 2 | -
Social security contribution payables | 3,168 | 2,290 | 96 | 49
Financial assets at fair value through profit or loss | - | - | 1,295 | 1,317
Other liabilities | 11,683 | 8,530 | 101 | 78
Other short-term liabilities | 35,393 | 30,185 | 4,122 | 3,584

Consolidated “Other liabilities” include an obligation of € 1,904 k relating to the acquisition of HALVATZIS MAKEDONIKI S.A. by BARBA STATHIS S.A. All of the above liabilities, except for financial instruments at fair value through profit or loss, mature within one year from the balance sheet date and their fair value approximates their carrying amount. The fair value of financial instruments at fair value through profit or loss is presented in Note 37. 23. Revenue The Company's and investments’ turnover is analyzed as follows:

| CONSOLIDATION | COMPANY
Amounts in thousands € | 01.01- 31.12.2025 | 01.01- 31.12.2024 | 01.01- 31.12.2025 | 01.01- 31.12.2024
Sales of goods | 342,644 | 320,019 | 32,131 | -
Income from services and other commissions | 74,155 | 54,840 | 1,247 | 1,597
Sales of product | 77,991 | 12,198 | - | -
Other revenue | 2,177 | - | - | -
Intercompany sales | (15,700) | (12,813) | - | -
Total revenue | 481,267 | 374,244 | 33,378 | 1,597

The significant increase in consolidated revenue is mainly attributable to the acquisition of Barba Stathis Group on 31.03.2025 (Note 35.2), while the increase at Company level is attributable to the merger by absorption of the subsidiary IDEAL TECHNOLOGY S.A. (Note 35.3). 24. Analysis and allocation of expenses The allocation of expenses in the income statement is as follows:

| CONSOLIDATION | COMPANY
Amounts in thousands € | 01.01- 31.12.2025 | 01.01- 31.12.2024 | 01.01- 31.12.2025 | 01.01- 31.12.2024
Cost of sales | 316,698 | 249,616 | 29,045 | -
Distribution expenses | 104,000 | 80,166 | 1,361 | -
Administrative expenses | 31,038 | 20,189 | 14,805 | 6,943
Total expenses | 451,736 | 349,971 | 45,211 | 6,943

Annual Financial Report | FY 2025 217 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements Expenses per category are analyzed as follows:

| CONSOLIDATION | COMPANY
Amounts in thousands € | 01.01- 31.12.2025 | 01.01- 31.12.2024 | 01.01- 31.12.2025 | 01.01- 31.12.2024
Cost of inventories recognized as an expense | 259,294 | 224,286 | 25,339 | -
Employee benefits | 71,866 | 47,217 | 4,580 | 2,898
Third-party service fees and expenses | 47,285 | 29,250 | 13,155 | 3,439
Rents | 5,366 | 4,722 | 29 | 97
Insurance premiums | 1,238 | 680 | 117 | 24
Repair and maintenance | 8,233 | 7,499 | 28 | -
Promotion & advertising expenses | 9,624 | 5,718 | 399 | 129
Electricity, water, heating and cleaning cost | 8,214 | 4,124 | 91 | 1
Telephone and postal expenses | 569 | 460 | 72 | 4
Travel and transportation expenses | 6,966 | 2,234 | 253 | 121
Office supplies and other consumables | 2,452 | 2,012 | 8 | 1
Taxes and duties | 1,094 | 769 | 108 | 15
Inventory write-off | 2,177 | 182 | - | -
Increase/(decrease) in provisions for inventory impairment | (99) | 339 | - | -
Increase/(decrease) in provisions for bad debt | 41 | (52) | (10) | -
Other expenses | 5,092 | 2,625 | 240 | 179
Depreciation of tangible fixed assets | 7,512 | 4,303 | 157 | 2
Amortization of intangible assets | 2,038 | 1,718 | - | -
Depreciation of right-of-use assets | 12,774 | 11,885 | 645 | 33
Total expenses | 451,736 | 349,971 | 45,211 | 6,943

The significant increase in consolidated expenses is mainly attributable to the acquisition of Barba Stathis Group on 31.03.2025 (Note 35.2), while the increase at Company level is attributable to the merger by absorption of the subsidiary IDEAL TECHNOLOGY S.A. (Note 35.3), as well as to increased advisory expenses in the context of its investment activities. 25. Employee benefits Employee benefits are analyzed as follows:

| CONSOLIDATION | COMPANY
Amounts in thousands € | 01.01- 31.12.2025 | 01.01- 31.12.2024 | 01.01- 31.12.2025 | 01.01- 31.12.2024
Wages and salaries | 56,024 | 38,048 | 2,463 | 2,375
Social security contribution expense | 11,239 | 7,480 | 373 | 222
Cost of defined benefit plans | 1,008 | 569 | 22 | 6
Employee stock awards | 1,538 | 448 | 1,538 | 227
Other employee benefits | 2,598 | 964 | 184 | 67
Less: Capitalized software development costs | (541) | (291) | - | -
Employee Benefits | 71,866 | 47,217 | 4,580 | 2,898

The significant increase in consolidated employee benefits expenses is mainly attributable to the acquisition of Barba Stathis Group on 31.03.2025 (Note 35.2), while the increase at Company level is attributable to the stock awards granted during the current year, in the context of the Company’s Share Award Scheme, which was completed. The number of employees at the end of the current and previous financial year is as follows.

| CONSOLIDATION | COMPANY
| 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024
Number of employees | 2,440 | 1,630 | 50 | 27

Annual Financial Report | FY 2025 218 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements 26. Other income Other Income is analyzed as follows:

| CONSOLIDATION | COMPANY
Amounts in thousands € | 01.01- 31.12.2025 | 01.01- 31.12.2024 | 01.01- 31.12.2025 | 01.01- 31.12.2024
Ancillary revenue | 10,062 | 7,734 | 474 | 243
Rental income | 100 | 74 | 349 | -
Profits from foreign exchange differences | 419 | 462 | 88 | -
Profits on disposal of property, plant and equipment | 94 | 3 | - | -
Amortization of Grants | 768 | 384 | 9 | -
Income from subsidies | 109 | - | - | -
Other operating income | 1,304 | 1,541 | 3 | -
Total other income | 12,856 | 10,198 | 923 | 243

The significant increase in consolidated other income is mainly attributable to the acquisition of Barba Stathis Group on 31.03.2025 (Note 35.2), while the increase at Company level is attributable to the merger by absorption of the subsidiary IDEAL TECHNOLOGY S.A. (Note 35.3). 27. Other expenses Other Expenses are analyzed as follows:

| CONSOLIDATION | COMPANY
Amounts in thousands € | 01.01- 31.12.2025 | 01.01- 31.12.2024 | 01.01- 31.12.2025 | 01.01- 31.12.2024
Tax penalties and surcharges | 32 | 561 | 4 | -
Losses from foreign exchange differences | 603 | 486 | 224 | 1
Losses on destruction of assets | 48 | 93 | - | -
Other operating expenses | 472 | 458 | 4 | -
Total other expenses | 1,155 | 1,599 | 232 | 1

The significant increase in the Company’s other expenses is attributable to the merger by absorption of the subsidiary IDEAL TECHNOLOGY S.A. (Note 35.3). 28. Financial expenses Financial expenses are analyzed as follows:

| CONSOLIDATION | COMPANY
Amounts in thousands € | 01.01- 31.12.2025 | 01.01- 31.12.2024 | 01.01- 31.12.2025 | 01.01- 31.12.2024
Interest expenses on short-term borrowings | 783 | 752 | 68 | 74
Interest expense on bond borrowings | 8,376 | 8,668 | 6,830 | 6,911
Interest expense on lease liabilities | 8,542 | 7,849 | 130 | 5
Bank card commissions | 2,399 | 2,321 | - | -
Other financial expenses and commissions | 1,776 | 905 | 286 | 8
Total financial expenses | 21,876 | 20,494 | 7,314 | 6,997

29. Financial income Financial income is analyzed as follows:

| CONSOLIDATION | COMPANY
Amounts in thousands € | 01.01- 31.12.2025 | 01.01- 31.12.2024 | 01.01- 31.12.2025 | 01.01- 31.12.2024
Interest income on demand deposits | 29 | 233 | - | -
Interest income on time deposits | 2,091 | 2,426 | 1,158 | 1,493
Interest income on other securities | - | 155 | - | 153
Interest income on other securities | 171 | - | - | -
Total financial income | 2,291 | 2,813 | 1,158 | 1,646

Annual Financial Report | FY 2025 219 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements 30. Other results Other results are analyzed as follows:

| CONSOLIDATION | COMPANY
Amounts in thousands € | 01.01- 31.12.2025 | 01.01- 31.12.2024 | 01.01- 31.12.2025 | 01.01- 31.12.2024
Profit/(loss) from fair value measurement of financial instruments | (117) | 137 | (180) | (651)
Dividend income | 6 | 3 | 5,251 | 109,037
Profit/(loss) on disposal of investments in subsidiaries, associates, joint ventures and other investments | (873) | (90) | 12,645 | 45,579
Profit/(Loss) from disposal of financial assets at fair value through profit or loss | 133 | - | - | -
Impairment loss on investments in subsidiaries, associates, joint ventures and other investments | (6) | - | (6) | (32,757)
Total other results | (857) | 50 | 17,710 | 121,209

During the year, the Company contributed and transferred all of its shares in the subsidiary company BYTE COMPUTER S.A. to the subsidiary company KYMORA LTD (Note 1.2). A gain of € 12,659 k arose for the Company from this transaction. During the previous year, the Company transferred all of its interests in the subsidiary companies ADACOM ADVANCED INTERNET APPLICATIONS S.A. and IDEAL TECHNOLOGY S.A. to the subsidiary company BYTE COMPUTER S.A., in the context of the restructuring of the Group’s structure. A gain of € 40,645 k and € 4,934 k, respectively, arose for the Company from the transfer. In the previous year, the Company recognized an impairment provision on the value of its investment in the subsidiary company S.I.C.C. HOLDING LTD amounting to € 32,757 k, due to the sale of its entire interest (100%) in the company ASTIR VITOGIANNIS BROS S.A. for a gain of € 73.7 million (Note 36), as S.I.C.C. HOLDING LTD did not have other significant assets. 31. Income tax i. Income tax expense The income tax recognized in the income statement is analyzed in the following table:

| CONSOLIDATION | COMPANY
Amounts in thousands € | 01.01- 31.12.2025 | 01.01- 31.12.2024 | 01.01- 31.12.2025 | 01.01- 31.12.2024
Current tax | 10,153 | 6,876 | 23 | -
Deferred tax | (991) | (476) | 108 | -
Income tax expense | 9,162 | 6,400 | 131 | -

Annual Financial Report | FY 2025 220 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements ii. Eﬀective tax rate reconciliation

| CONSOLIDATION | COMPANY
Amounts in thousands € | 01.01- 31.12.2025 | 01.01- 31.12.2024 | 01.01- 31.12.2025 | 01.01- 31.12.2024
Profit/(loss) before tax | 20,769 | 14,859 | 412 | 110,754
Parent company tax rate | 22% | 22% | 22% | 22%
Attributable tax | 4,569 | 3,269 | 91 | 24,366
Effect tax rates of other countries | (768) | 55 | - | -
Non taxable income | (2,040) | 12 | (3,940) | (28,627)
Dividends tax | - | 103 | - | -
Non tax deductible expenses | 7,990 | 2,329 | 7,209 | 1,728
Non-recognition of deferred tax assets on tax loss carryforwards | 3,585 | 190 | 3,691 | 8,586
Additional tax charges from previous years | 498 | 78 | 23 | -
Utilization of tax losses not previously recognized | - | - | - | -
Impact of share in profits of associates | 5 | 84 | - | -
Other items for which no deferred tax is recognized | (4,293) | 358 | (7,051) | (6,053)
Derecognition of deferred taxes | 108 | - | 108 | -
Other | (492) | (78) | - | -
Income tax for the period | 9,162 | 6,400 | 131 | -

32. Earnings/(losses) per share Basic earnings per share for the period 01.01 - 31.12.2025 and the corresponding comparative annual period for continuing and discontinued operations are calculated as follows:

| CONSOLIDATION | COMPANY
Amount in thousands € (except per share) | 01.01- 31.12.2025 | 01.01- 31.12.2024 | 01.01- 31.12.2025 | 01.01- 31.12.2024
Profit after tax attributable to the owners of the parent company | 7,241 | 91,674 | 281 | 110,754
- from continuing operations | 7,241 | 7,895 | 281 | 110,754
- from discontinued operations | - 83,779 |  | - | -
Weighted average number of shares outstanding | 50,686 | 47,900 | 50,686 | 47,900
Basic earnings/(losses) per share | 0.1429 | 1.9139 | 0.0055 | 2.3122
- from continuing operations | 0.1429 | 0.1648 | 0.0055 | 2.3122
- from discontinued operations | - | 1.7490 | - | -

The share capital of the Company consists of 56,003,921 ordinary fully paid shares. As at 31.12.2025, the Company holds 2,304,726 treasury shares, representing 4.11% of the total number of its shares, compared to 490,519 treasury shares, representing 1.02% of the total (48,003,921 ordinary fully paid shares) as at 31.12.2024. Diluted earnings per share from continuing and discontinued operations for the current and the comparative period are calculated as follows:

| CONSOLIDATION | COMPANY
Amount in thousands € (except per share) | 01.01- 31.12.2025 | 01.01- 31.12.2024 | 01.01- 31.12.2025 | 01.01- 31.12.2024
Profit after tax attributable to the owners of the parent company | 7,241 | 91,674 | 281 | 110,754
- from continuing operations | 7,241 | 7,895 | 281 | 110,754
- from discontinued operations | - | 83,779 | - | -
Weighted average number of shares outstanding | 50,686 | 47,900 | 50,686 | 47,900
Adjustment for: |  |  |  |
Treasury shares distribution program | - | 24 | - | 24
Adjusted weighted average number of shares | 50,686 | 47,924 | 50,686 | 47,924
Diluted earnings/(losses) per share | 0.1429 | 1.9129 | 0.0055 | 2.3110
- from continuing operations | 0.1429 | 0.1647 | 0.0055 | 2.3110
- from discontinued operations | - | 1.7482 | - | -

Annual Financial Report | FY 2025 221 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements 33. Cash flows from operating activities

|  | CONSOLIDATION | COMPANY
Amounts in thousands € | Notes | 01.01- 31.12.2025 | 01.01- 31.12.2024 | 01.01- 31.12.2025 | 01.01- 31.12.2024
Operating activities |  |  |  |  |
Profit before tax from continuing operations |  | 20,769 | 14,859 | 412 | 110,754
Plus/less adjustments for: |  |  |  |  |
Depreciation/amortization of tangible, intangible and right- of-use assets | 5,6,7 | 22,324 | 17,906 | 802 | 34
Grants’ amortization |  | (768) | (385) | (9) | -
Provision for impairment of investments in subsidiaries, associates, joint ventures and other investments |  | 6 | - | 6 | 32,757
Provision for employee remuneration |  | 261 | 176 | 22 | 6
Provision for impairment of trade receivables |  | (4,064) | (50) | (10) | -
Provision for obsolete inventory | 12 | (99) | 279 | - | -
Other provisions |  | - | (55) | - | -
Write-off of trade receivables |  | 4,105 | - | - | -
Loss from destruction of inventory/fixed assets |  | 2,225 | 182 | - | -
Employee stock awards |  | - | 150 | - | 150
(Profit)/Loss from disposal of investments in subsidiaries, associates, joint ventures and other investments |  | 873 | 55 | (12,645) | (45,579)
(profit)/Loss from disposal of tangible and intangible fixed assets |  | (94) | 77 | - | -
(Profit)/loss from sale of financial assets at fair value through profit or loss |  | (133) | - | - | -
(Profit)/Loss on fair value of other financial assets through profit or loss |  | 117 | (101) | 180 | 651
(Profit)/Loss from associates |  | 21 | 383 | - | -
Dividend income | 29 | (6) | (3) | (5,251) | (109,037)
Interest income |  | (2,291) | (2,813) | (1,158) | (1,646)
Other non-cash results |  | - | 178 | - | -
Foreign exchange translation differences | 26,27 | 184 | (91) | 133 | -
Interest expenses |  | 21,876 | 20,494 | 7,314 | 6,997
Plus / less adjustments for changes in working capital or related to operating activities: |  |  |  |  |
Decrease/(increase) in inventory |  | (16,207) | (2,889) | 902 | -
Decrease/(increase) in receivables |  | 19,592 | (8,804) | 2,746 | (1,232)
(Decrease)/increase in liabilities (excluding borrowings) |  | (5,604) | 5,848 | (3,400) | (1,064)
Cash flows from operating activities from continuing operations |  | 63,087 | 45,395 | (9,956) | (7,210)

34. Segment reporting For management information purposes, the following 3 main segments, in which the Company’s investments operate, are monitored (Note 1.3): 1 • IT • Specialized retail trade • Food (Note 35.2) 1 Within the first quarter of 2025, Ideal Holdings completed the corporate restructuring of the Information Technology segment, creating a new sub-group under the parent company ‘BYTE COMPUTER S.A.’ and separating the technology products distribution companies (METROSOFT INFORMATICS S.A. and IDEAL TECHNOLOGY S.A.). As a result, the results of the technology products distribution companies were separated from the Information Technology segment and are presented under ‘Other’ for both years for comparability purposes. Annual Financial Report | FY 2025 222 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements The segment of Distribution of technology products, IT and cybersecurity software does not meet the quantitative thresholds of IFRS 8 for separate disclosure as a reportable segment and is therefore included in the “Other” category. “Other” category also includes the investment and operating activity of the parent company, as well as eliminations of inter-segment transactions. Segment reporting for the current period is as follows:

| 01.01 - 31.12.2025
Amounts in thousands € | IT | Specialized Retail | Food | Other | Total
Revenue | 105,986 | 244,203 | 97,016 | 34,062 | 481,267
Cost of sales | (63,196) | (153,597) | (69,577) | (30,328) | (316,698)
Gross profit | 42,790 | 90,606 | 27,439 | 3,734 | 164,569
Operating expenses | (29,911) | (59,180) | (19,658) | (14,588) | (123,337)
Profit/(loss) from associates | - | (21) | - | - | (21)
Operating results | 12,879 | 31,405 | 7,781 | (10,854) | 41,211
Financial results | (1,390) | (11,094) | (1,185) | (5,916) | (19,585)
Other results | 45 | (901) | - | (1) | (857)
Profit/(loss) before tax | 11,534 | 19,410 | 6,596 | (16,771) | 20,769
Income tax | (2,377) | (4,722) | (1,812) | (251) | (9,162)
Profit/(loss) after tax from continuing operations | 9,157 | 14,688 | 4,784 | (17,022) | 11,607
Profit after tax from discontinued operations | - | - | - | - | -
Profit/(loss) after tax | 9,157 | 14,688 | 4,784 | (17,022) | 11,607
EBITDA | 15,068 | 46,430 | 11,711 | (10,442) | 62,767

No transactions with a single external customer exceeded 10% of the Group’s revenue during the year.

Summary Statement of Financial Position | 31.12.2025
Amounts in thousands € | IT | Specialized Retail | Food | Other | Total
Non-current assets | 68,180 | 395,776 | 151,974 | 5,545 | 621,475
Current assets | 69,830 | 151,046 | 73,292 | 88,342 | 382,510
Total assets | 138,010 | 546,822 | 225,266 | 93,887 | 1,003,985
Long-term liabilities | 4,784 | 278,262 | 58,753 | 104,623 | 446,422
Short-term liabilities | 29,812 | 148,989 | 31,301 | 2,645 | 212,747
Total liabilities | 34,596 | 427,251 | 90,054 | 107,268 | 659,169

Segment reporting for the comparative period is as follows:

| 01.01 - 31.12.2024
Amounts in thousands € | IT | Specialized Retail | Industry | Other | Total
Revenue | 109,975 | 231,907 | - | 32,362 | 374,244
Cost of sales | (75,089) | (146,298) | - | (28,229) (249,616) |
Gross profit | 34,886 | 85,608 | - | 4,133 | 124,628
Operating expenses | (24,387) | (58,184) | - | (9,185) | (91,756)
Profit/(loss) from associates | - | (383) | - | - | (383)
Operating results | 10,499 | 27,041 | - | (5,052) | 32,489
Financial results | (1,162) | (11,108) | - | (5,410) | (17,680)
Other results | (76) | 126 | - | - | 50
Profit/(loss) before tax | 9,261 | 16,059 | - | (10,462) | 14,859
Income tax | (2,382) | (3,705) | - | (313) | (6,400)
Profit/(loss) after tax from continuing operations | 6,879 | 12,354 | - | (10,775) | 8,459
Profit after tax from discontinued operations | - | - | 83,779 | - | 83,779
Profit/(loss) after tax | 6,879 | 12,354 | 83,779 | (10,775) | 92,238
EBITDA | 12,688 | 42,194 | - | (4,871) | 50,011

Annual Financial Report | FY 2025 223 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements

Summary Statement of Financial Position | 01.01-31.12.2024
Amounts in thousands € | IT | Specialized Retail | Industry | Other | Total
Non-current assets | 75,830 | 399,851 | - | (4,609) | 471,072
Current assets | 60,797 | 127,719 | - | 131,638 | 320,154
Total assets | 136,627 | 527,570 | - | 127,029 | 791,226
Long-term liabilities | 5,195 | 285,162 | - | 101,008 | 391,365
Short-term liabilities | 35,671 | 130,597 | - | 13,873 | 180,141
Total liabilities | 40,866 | 415,759 | - | 114,881 | 571,506

Discontinued operations relate to the Industry segment from which the Company divested following the disposal of its subsidiary ASTIR VITOGIANNIS BROS S.A. (Note 36). Geographical reporting on the Company and its investments revenue is as follows:

| 01.01-31.12.2025
Amounts in thousands € | IT | Specialized Retail | Food | Other | Total
Greece | 93,467 | 244,028 | 90,675 | 31,643 | 459,813
Foreign | 12,519 | 175 | 6,341 | 2,419 | 21,454
Total revenue | 105,986 | 244,203 | 97,016 | 34,062 | 481,267

| 01.01-31.12.2024
Amounts in thousands € | IT | Specialized Retail | Food | Other | Total
Greece | 97,960 | 231,710 | - | 29,115 | 358,785
Foreign | 12,015 | 196 | - | 3,247 | 15,458
Total revenue | 109,975 | 231,907 | - | 32,362 | 374,244

35. Business Combinations 35.1. Acquisition of BLUESTREAM SOLUTIONS S.A. Completion of the PPA and finalization of the goodwill from the acquisition of “BLUESTREAM SOLUTIONS S.A.” In the previous fiscal year, the Company acquired 75% of the shares of the company named "BLUESTREAM SOLUTIONS S.A." (hereinafter "BlueStream") against a total cash consideration of € 12,241 k and was fully funded by the unallocated funds of the Common Bond Loan issued by the Company on December 15, 2023. BlueStream was founded in 2008, offering mainly support in hardware, operating systems, and data availability. Today, BlueStream is an established, rapidly growing services company, offering infrastructure services in both on- premises and multi-cloud environments, as well as cloud migration, data availability, and outsourcing services. The acquisition agreement includes a Call option to the Company of all the shares held by the non-controlling interests, i.e. 25%, and a Put option in the Company of all the shares held by the non-controlling interests. Annual Financial Report | FY 2025 224 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements Regarding the resulting goodwill, recognized on a provisional basis at the date of acquisition of control on 19.07.2024, it was finalized in the current period and is calculated as follows:

Fair value of assets of BLUESTREAM SOLUTIONS S.A. Amounts in thousands € | 19.07.2024
ASSETS |
Tangible and intangible assets | 112
Right-of-use assets | 93
Deferred tax assets | 133
Other non-current assets | 19
Inventory | 62
Trade and other receivables | 3,042
Cash and cash equivalents | 1,034
Other current assets | 6
Total current assets | 4,500
LIABILITIES |
Bank borrowings | -
Lease liabilities | 98
Suppliers | 1,500
End-of-service employee benefit obligations | 480
Other liabilities | 755
Total liabilities | 2,833
Total net assets | 1,667

Amounts in thousands € | 19.07.2024
Consideration paid in cash | 12,241
Plus: Proportionate share of non-controlling interests in the fair value of net assets at the date of acquisition of control | 417
Less: Fair value of net assets at the date of acquisition of control | (1,667)
Final Goodwill | 10,991

Amounts in thousands € | 19.07.2024
Consideration paid in cash | 12,241
Less: Cash equivalents at the date of acquisition | (1,034)
Net cash outflow for the acquisition | 11,207

Below is presented the statement of profit or loss of BLUESTREAM SOLUTIONS S.A. for the entire current year, as if the acquisition date had been the beginning of the reporting period, i.e., 01.01.2024, as well as for the period from the acquisition date included in the Company’s consolidated statement of profit or loss, i.e. 19.07 – 31.12.2024.

| BLUESTREAM SOLUTIONS S.A.
Amounts in thousands € | 01.01- 31.12.2024 | 01.01- 18.07.2024 | 19.07- 31.12.2024
Revenue | 9,986 | 6,041 | 3,944
Cost of sales | (6,006) | (3,690) | (2,316)
Gross profit | 3,980 | 2,351 | 1,628
Operating expenses | (2,208) | (1,148) | (1,059)
Operating results | 1,772 | 1,203 | 569
Financial results | 9 | 13 | (4)
Profit/(loss) before tax | 1,781 | 1,216 | 565
Income tax | (400) | (276) | (124)
Profit/(loss) after tax | 1,381 | 940 | 441

Annual Financial Report | FY 2025 225 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements

| BLUESTREAM SOLUTIONS S.A.
Summary of results for the period Amounts in thousands € | 01.01- 31.12.2024 | 01.01- 18.07.2024 | 19.07- 31.12.2024
Operating results | 1,772 | 1,203 | 569
Plus: Depreciation and amortization | 85 | 22 | 63
EBITDA | 1,857 | 1,225 | 632
Operating results | 1,772 | 1,203 | 569
Profit/(loss) before tax | 1,781 | 1,216 | 565
Profit/(loss) for the period after tax | 1,381 | 940 | 441

35.2. Acquisition of BARBA STATHIS S.A. On 31.03.2025, the Company completed the acquisition of 100% of the share capital of the company under the name "BARBA STATHIS S.A." (hereinafter "BARBA STATHIS") for a consideration of € 130 million, € 91.3 million of which came from the Company's equity and an amount of € 38.7 million was covered by bank loans. BARBA STATHIS is a leading company in the production and marketing of frozen foods, while through its subsidiary HALVATZIS MAKEDONIKI S.A., it operates in the production of vegetables and ready-made steamed meals. This transaction is part of IDEAL Holdings' strategy to strengthen its portfolio through investments in dynamic and growing segments, such as food, with the aim of creating added value for its shareholders. During the purchase price allocation, the Company recognized, among other items, the trademark “ΜΠΑΡΜΠΑ ΣΤΑΘΗΣ” (BARBA STATHIS) as a separate intangible asset, as it meets the identifiability criteria of IFRS 3 / IAS 38 (it is separable and arises from legal rights), and measured it at its fair value at the acquisition date, which amounted to € 43,937 k. The valuation of the trademark was based on the weighted average of the Relief from Royalty method, the Multi-period Excess Earnings method, and the Market Approach. In addition, the owner-occupied properties of BARBA STATHIS S.A. were measured at their fair value at the acquisition date in accordance with IFRS 3, with the resulting difference compared to their previous carrying amount of € 1,827 k being incorporated into the fair value of property, plant and equipment. The fair value of the properties was determined using the comparable transactions method. The resulting goodwill of € 18,198 k primarily reflects expected synergies, the strong market position of the BARBA STATHIS group in the frozen food market, and its accumulated know-how and organizational structure, and is not expected to be deductible for income tax purposes. The goodwill arising on the acquisition is final, as the purchase price allocation has been completed, and is calculated as follows: Fair value of assets of Group Barba Stathis 31.03.2025 Α mounts in thousands € ASSETS Tangible and intangible assets 107,102 Right-of-use assets 1,048 Goodwill 22,952 Other non-current assets 113 Deferred tax assets 1,338 Inventory 34,348 Trade and other receivables 28,552 Cash and cash equivalents 7,163 Other current assets 1,489 Total current assets 204,105 LIABILITIES Bank borrowings 42,222 End-of-service employee benefit obligations 1,335 Deferred tax liabilities 14,655 Lease liabilities 1,056 Suppliers 18,805 Other liabilities 14,230 Total liabilities 92,303 Total net assets 111,802 Annual Financial Report | FY 2025 226 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements

Amounts in thousands € | 31.03.2025
Consideration paid in cash | 130,000
Plus: Proportionate share of non-controlling interests in the fair value of net assets at the date of acquisition of control | -
Less: Fair value of net assets at the date of acquisition of control | (111,802)
Final Goodwill | 18,198

Amounts in thousands € | 31.03.2025
Consideration paid in cash | 130,000
Less: Cash equivalents at the date of acquisition | (7,163)
Net cash outflow for the acquisition | 122,837

The consolidated income statement of BARBA STATHIS Group is presented below for the entire current period, as if the acquisition date was the beginning of the reporting period, i.e. 01.01.2025, as well as for the period from the acquisition date included in the Company's consolidated income statement, i.e. 31.03 – 31.12.2025.

| BARBA STATHIS GROUP
Amounts in thousands € | 01.01- 31.12.2025 | 01.01- 31.03.2025 | 31.03- 31.12.2025
Revenue | 129,577 | 32,561 | 97,016
Cost of sales | (93,634) | (24,057) | (69,577)
Gross profit | 35,943 | 8,504 | 27,439
Operating expenses | (25,694) | (6,036) | (19,658)
Operating results | 10,249 | 2,468 | 7,781
Financial results | (1,970) | (785) | (1,185)
Profit before tax | 8,279 | 1,683 | 6,596
Income tax | (2,302) | (490) | (1,812)
Profit for the period after tax | 5,977 | 1,193 | 4,784

| BARBA STATHIS GROUP
Summary of results for the period Amounts in thousands € | 01.01- 31.12.2025 | 01.01- 31.03.2025 | 31.03- 31.12.2025
Operating results | 10,249 | 2,468 | 7,781
Plus: Depreciation and amortization | 4,781 | 852 | 3,929
EBITDA | 15,030 | 3,320 | 11,710
Operating results | 10,249 | 2,468 | 7,781
Profit before tax | 8,279 | 1,683 | 6,596
Profit for the period after tax | 5,977 | 1,193 | 4,784

35.3. Merger with IDEAL TECHNOLOGY S.A. The Board of Directors of the Company, at its meeting held on 08.09.2025, resolved to initiate the merger process of the Company by absorption of the subsidiary company “IDEAL TECHNOLOGY S.A”’ (the “Absorbed”). The merger was approved pursuant to decision no. 5577012/02.10.2025 of the G.E.MI. Service, and the relevant announcement was published in G.E.MI. on 02.10.2025 under protocol number 3805074. The merger was carried out in accordance with the provisions of Articles 7–21 and 30–35 of Law 4601/2019, Law 4548/2018 and Law 5162/2024. Management, in accordance with paragraphs 10 to 12 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, which, state that “in the absence of a Standard or an Interpretation that specifically applies to a transaction, other event or condition, Management shall use its judgement in developing and applying an accounting policy that results in information that is relevant to the economic decision-making needs of users and reliable”. Annual Financial Report | FY 2025 227 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements Group Management assessed that the application of the pooling of interests method better reflects, in a clearer and more substantive manner, the substance of the transaction. Under this approach, the Statements of Financial Position of the merging companies are aggregated using the carrying amounts of assets and liabilities, without further fair value adjustments. More specifically, based on the pooling of interests method, it is noted that: a) The assets and liabilities of the absorbed company are recognized at their carrying amounts, with appropriate adjustments to achieve uniform accounting policies. Furthermore, for the absorbed subsidiary, its net assets include any assets and liabilities of the absorbed subsidiary that are recognized in the consolidated financial statements of the Company, including goodwill. b) No additional goodwill is recognized, beyond the goodwill already recognized for the absorbed company in the consolidated financial statements of the Company. The accounting merger date, in accordance with the merger plan dated 14.07.2025, is 16.01.2025. The receivables, liabilities and equity items recognized by the Company as a result of the above merger as at 16.01.2025 are analysed as follows.

Fair value of assets of IDEAL TECHNOLOGY S.A. Amounts in thousands € | 16.01.2025 | Merger Adjustments | Total
ASSETS |  |  |
Non-current assets |  |  |
Tangible assets | 327 | - | 327
Right-of-use assets | 1,122 | - | 1,122
Goodwill | - | 1,609 | 1,609
Other financial assets | 6 | - | 6
Other long-term receivables | 98 | - | 98
Deferred tax assets | 104 | - | 104
Total non-current assets | 1,657 | 1,609 | 3,266
Current assets |  |  |
Inventory | 2,029 | - | 2,029
Trade and other receivables | 7,671 | - | 7,671
Other current assets | 717 | - | 717
Cash and cash equivalents | 252 | - | 252
Total current assets | 10,669 | - | 10,669
TOTAL ASSETS | 12,326 | 1,609 | 13,935
EQUITY AND LIABILITIES |  |  |
Equity |  |  |
Share capital | 30 | (30) | -
Reserves | 88 | - | 88
Retained earnings | 1,903 | 1,639 | 3,542
Total equity | 2,021 | 1,609 | 3,630
LIABILITIES |  |  |
Long-term liabilities |  |  |
End-of-service employee benefit obligations | 37 | - | 37
Long-term provisions | - | - | -
Long-term lease liabilities | 653 | - | 653
Other long-term liabilities | 56 | - | 56
Total long-term liabilities | 746 | - | 746
Short-term liabilities |  |  |
Short-term borrowings | 251 | - | 251
Suppliers | 5,506 | - | 5,506
Liabilities from taxes and duties | 1,026 | - | 1,026
Short-term lease liabilities | 508 | - | 508
Other short-term liabilities | 2,268 | - | 2,268
Total short-term liabilities | 9,559 | - | 9,559
Total liabilities | 10,305 | - | 10,305
TOTAL EQUITY AND LIABILITIES | 12,326 | 1,609 | 13,935

Annual Financial Report | FY 2025 228 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements The carrying amount of the Company’s investment in the absorbed entity amounting to € 1,636 k was derecognized and the loss was recognized in the Company’s retained earnings, with the total change in retained earnings of the Company resulting from the merger amounting to € 1,906 k. The sales and profit after tax of the absorbing company for the period 16.01.2025–02.10.2025 amounted to € 24.1 million and € 1.2 million, respectively. 36. Discontinued operations IDEAL HOLDINGS S.A., through its subsidiary S.I.C.C. LIMITED, signed on 23.04.2024 an agreement for the sale of 100% of Astir Vitogiannis S.A. (“Astir”) to Guala Closures. Astir directly holds 74.99% of Coleus Packaging (Pty) Limited (“Coleus”). The transaction was completed on 06.08.2024, for a total consideration of € 115,450 k. In the consolidated statement of financial position as at 31.12.2024, the assets and liabilities of the Astir–Coleus sub-group were not consolidated, while in the consolidated statement of profit or loss, the results from discontinued operations of this sub-group were included up to the date of disposal, amounting to profits of € 83,779 k (further analyzed into a gain on disposal of € 74,639 k and profits from operations for the period 01.01- 06.08.2024 of € 9,140 k). The financial information of the Astir–Coleus sub-group up to the disposal date is summarized below:

Statement of Financial Position of sub-group ASTIR-COLEUS Amounts in thousands € | 06.08.2024
ASSETS |
Tangible assets | 15,159
Other intangible assets | 21
Right-of-use assets | 56
Goodwill | 3,528
Other long-term receivables | 6
Deferred tax assets | 244
Inventory | 12,497
Trade and other receivables | 31,265
Other current assets | 5,220
Cash and cash equivalents | 5,114
Total Assets | 73,110
LIABILITIES |
Long-term borrowings | 14,050
End-of-service employee benefit obligations | 211
Deferred tax liabilities | 1,053
Long-term lease liabilities | 23
Other long-term liabilities | 181
Short-term borrowings | 1,696
Suppliers | 8,029
Liabilities from taxes and duties | 2,658
Short-term lease liabilities | 19
Other short-term liabilities | 1,983
Total Liabilities | 29,904
Total net assets attributable to owners of the parent company | 40,811
Total net assets of non-controlling interests | 2,396
Total net assets | 43,206

Annual Financial Report | FY 2025 229 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements

Income Statement of sub-group ASTIR-COLEUS Amounts in thousands € | 01.01- 06.08.2024
Revenue | 45,118
Cost of sales | (27,311)
Gross profit | 17,807
Operating expenses | (4,700)
Operating results | 13,107
Financial results | (1,015)
Profit before tax | 12,092
Income tax | (2,952)
Profit for the period after tax | 9,140

Statement of Cash Flow of sub-group ASTIR-COLEUS Amounts in thousands € | 01.01- 06.08.2024
Cash Flow from operating activities |
Profit before tax | 12,092
Plus/less adjustments for: | -
Depreciation | 823
Provisions | 18
Income from interest | (87)
Other non-cash results | 75
Debit interest and related expenses | 1,101
Decrease/(increase) in inventory | 2,065
Decrease/(increase) in receivables | (8,257)
(Decrease)/increase in liabilities (excluding borrowings) | 1,247
Interests paid | (1,100)
Income taxes paid | (2,232)
Net cash flows from operating activities | 5,746
Cash flows from investing activities |
Acquisition of tangible and intangible assets | (2,573)
Interests received | 77
Net cash flows from investing activities | (2,497)
Cash flows from financing activities |
Divided payments | (85)
Capital payments of lease liabilities | (25)
Interest payments of lease liabilities | (1)
Proceeds from borrowings | 1,483
Repayments of borrowings | (1,258)
Net cash flows from financing activities | 115
Net (decrease)/increase in cash and cash equivalents | 3,364
Opening cash and cash equivalents | 3,746
Cash flows from intragroup transactions with continuing operations | (2,000)
Effect from foreign exchange translation differences | 3
Closing cash and cash equivalents | 5,114

The calculation of the gain on disposal is analyzed as follows:

Profit from disposal of sub-group ASTIR-COLEUS Amounts in thousands € | CONSOLIDATION
Proceeds from the sale of shares | 115,450
Less: |
Goodwill | -
Net assets of the parent company owners of the ASTIR subgroup as at 31.07.2024 | 40,811
Profit from the disposal before reclassification of the balance sheet translation reserve recognized in the income statement | 74,639
Reclassification of the exchange differences on translation of foreign operations | (935)
Total profit from disposal after reclassification of the balance sheet translation reserve | 73,705

Annual Financial Report | FY 2025 230 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements 37. Fair values There is no difference between the fair values and the corresponding carrying amounts of financial assets and liabilities (i.e., trade and non-trade receivables, cash and cash equivalents, trade and other payables and loans). For most financial assets and liabilities (receivables, trade payables, other short-term liabilities, and bank loans with variable interest rates), the carrying amount approximates fair value due to their short-term nature and/or the interest rate terms applied, which reflect current market conditions. The fair value of a financial asset is the amount received to sell an asset or paid to settle a liability in an arm's length transaction between two parties in an arm's length transaction at the measurement date. The fair value of the st financial assets in the financial statements as at December 31 , 2025 was determined using management's best estimate. In cases where data is not available or is limited by active financial markets, fair value measurements have been derived from management's assessment in accordance with the information available. The fair value measurement methods are categorized into three levels: Level 1: Market values from active financial markets for the same tradable assets, Level 2: Values that are not Level 1 but can be identified or identified directly or indirectly through quoted prices from active financial markets, Level 3: Values for assets or liabilities that are not based on quoted prices from active financial markets. The following methods and assumptions were used to estimate fair value for each category of financial assets:

CONSOLIDATION | 31.12.2025
Financial assets at fair value through profit and loss | Fair value measurement at the end of the reporting period using:
Amounts in thousands € | Level 1 | Level 2 | Level 3 | Total
Financial assets at fair value through profit and loss |  |  |  |
- Shares | 330 | - | - | 330
- Subsidiary share options | - | - | - | -
Total Financial assets | 330 | - | - | 330

CONSOLIDATION | 31.12.2024
Financial assets at fair value through profit and loss | Fair value measurement at the end of the reporting period using:
Amounts in thousands € | Level 1 | Level 2 | Level 3 | Total
Financial assets at fair value through profit and loss |  |  |  |
- Shares | 1,162 | - | - | 1,162
- Subsidiary share options | - | - | - | -
Total Financial assets | 1,162 | - | - | 1,162

Annual Financial Report | FY 2025 231 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements

COMPANY | 31.12.2025
Financial assets at fair value through profit and loss | Fair value measurement at the end of the reporting period using:
Amounts in thousands € | Level 1 | Level 2 | Level 3 | Total
Financial assets at fair value through profit and loss |  |  |  |
- Shares | - | - | - | -
- Subsidiary share options | - | - | 464 | 464
Total Financial assets | - | - | 464 | 464
Financial liabilities |  |  |  |
- Subsidiary share options | - | - | 1,295 | 1,295
Total Financial liabilities | - | - | 1,295 | 1,295

COMPANY | 31.12.2024
Financial assets at fair value through profit and loss | Fair value measurement at the end of the reporting period using:
Amounts in thousands € | Level 1 | Level 2 | Level 3 | Total
Financial assets at fair value through profit and loss |  |  |  |
- Shares | - | - | - | -
- Subsidiary share options |  |  | 666 | 666
Total Financial assets | - | - | 666 | 666
Financial liabilities |  |  |  |
- Subsidiary share options | - | - | 1,317 | 1,317
Total Financial liabilities | - | - | 1,317 | 1,317

The valuation of the put and call options for the acquisition of shares in a subsidiary, in the Company’s separate financial statements, was performed using the EBITDA multiples valuation method. This method falls within Level 3 of the IFRS 13 fair value hierarchy, as it involves unobservable inputs that require significant management judgment. The fair value of the Company's negotiable bond loan (Note 17) as at 31.12.2025 was € 103,781 k. 38. Unaudited tax years A summary of the unaudited years of the Company's investments is set out in the following investments:

COMPANY | COUNTRY | UNAUDITED YEARS | PERCENTAGE | RELATION
IDEAL HOLDINGS S.A. | GREECE | 2020-2025 | - | Parent
ADACOM S.A. | GREECE | 2020-2025 | 75.00% | Subsidiary
ATTICA DEPARTMENT STORES S.A. | GREECE | 2021-2025 | 75.00% | Subsidiary
METROSOFT S.A. | GREECE | 2020-2025 | 100.00% | Subsidiary
BARBA STATHIS S.A. | GREECE | 2021-2025 | 75.00% | Subsidiary
HALVATZIS MAKEDONIKI S.A. | GREECE | 2020-2025 | 75.00% | Subsidiary
ADACOM CYBER SECURITY CY LTD | CYPRUS | 2025 | 75.00% | Subsidiary
BLUESTREAM SOLUTIONS S.A. | GREECE | 2020-2025 | 56.25% | Subsidiary
BYTE COMPUTER S.A. | GREECE | 2024-2025 | 75.00% | Subsidiary
IDEAL SOFTWARE SOLUTIONS S.A. | GREECE | 2025 | 75.00% | Subsidiary
KYMORA LIMITED | CYPRUS | 2025 | 75.00% | Subsidiary
KT GOLDEN RETAIL VENTURE LTD | CYPRUS | 2025 | 100.00% | Subsidiary
UNCLE STATHIS EOOD | BULGARIA | - | 75.00% | Subsidiary

The financial years 2020 to 2025 for all the Company's investments domiciled in Greece are audited by the statutory auditor in accordance with the applicable legislation and respective Tax Compliance Reports are issued by the statutory auditors of the companies without any material differences. For fiscal year 2025, the tax audit by the statutory auditor for the Company's investments domiciled in Greece is in progress and no significant tax Annual Financial Report | FY 2025 232 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements liabilities are expected to arise beyond those already recorded and reflected in the consolidated financial statements. During the previous year, the tax audit of the subsidiary BYTE COMPUTER S.A. for the fiscal years 2020 to 2022 was completed, resulting in additional taxes amounting to € 36 k. During the current year, the audit for fiscal year 2023 was also completed, resulting in additional taxes of € 16 k, which have been fully recognized in the results of the respective period. The audit for fiscal year 2024 is currently in progress, with no material differences expected to arise. Management has not recognized a provision for unaudited tax years, as, based on available information and the historical outcomes of tax audits, it considers that any additional taxes that may arise will not be material and will not have a significant impact on the equity, income statement, or cash flows of the Company and its investments. 39. Additional information and explanations 39.1. Related party transactions According to IAS 24, related parties are subsidiaries, companies under common ownership with the Company, their related companies, joint ventures, as well as the members of the Board of Directors and the Company's executives and persons closely associated with them. Related party transactions are presented below as follows:

| CONSOLIDATION | COMPANY
Amounts in thousands € | 01.01- 31.12.2025 | 01.01- 31.12.2024 | 01.01- 31.12.2025 | 01.01- 31.12.2024
Revenue from sales of goods and services |  |  |  |
Subsidiaries | - | - | 5,155 | 1,597
Associates | 1,205 | 1,289 | - | -
Total revenue from sales of goods and services | 1,205 | 1,289 | 5,155 | 1,597
Income from dividends |  |  |  |
Subsidiaries | - | - | 5,251 | 109,037
Total dividend income | - | - | 5,251 | 109,037
Rental income |  |  |  |
Subsidiaries | - | - | 255 | -
Other related parties | 12 | 1 | 12 | -
Total rental income | 12 | 1 | 267 | -
Income from other transactions |  |  |  |
Subsidiaries | - | - | 428 | 243
Total income from other transactions | - | - | 428 | 243
| CONSOLIDATION | COMPANY
Amounts in thousands € | 01.01- 31.12.2025 | 01.01- 31.12.2024 | 01.01- 31.12.2025 | 01.01- 31.12.2024
Expenses from purchases of services |  |  |  |
Subsidiaries | - | - | 1,604 | 32
Associates | 902 | 537 | - | -
Other related parties | 653 | 605 | - | -
Total expenses from purchases of services | 1,555 | 1,142 | 1,604 | 32
Rental expenses |  |  |  |
Subsidiaries | 300 | 324 | - | -
Total rental expenses | 300 | 324 | - | -
Other expenses |  |  |  |
Subsidiaries | - | - | 17 | -
Total of other expenses | - | - | 17 | -
Management benefits |  |  |  |
BoD member fees | 6,748 | 6,465 | 1,270 | 497
Total Management benefits | 6,748 | 6,465 | 1,270 | 497

Annual Financial Report | FY 2025 233 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements Revenue from sales of goods and provision of services and from other transactions, as well as expenses from purchases of goods and services of the Company, have increased significantly compared to the previous year, as the current year includes revenue and expenses of the subsidiary company IDEAL TECHNOLOGY S.A., which was merged through its absorption by the Company. Transactions of the Company with the absorbed company IDEAL TECHNOLOGY S.A. for the period up to the completion of the merger, i.e. 02.10.2025, have been eliminated in the consolidated and separate financial statements. These transactions are analysed below: 1. Revenue/expenses from sales/purchases of goods and services amounting to € 251 k. 2. Revenue/expenses from rentals amounting to € 16 k. The Company proceeded with the sale and transfer of 23% of the shares it holds in the subsidiary company BLUESTREAM SOLUTIONS S.A. to the subsidiary company BYTE COMPUTER S.A. for a total consideration of € 3,846 k, in exchange for the transfer to the Company of 100% of the shares of the subsidiary companies METROSOFT INFORMATICS S.A. and IDEAL TECHNOLOGY S.A., which were held by BYTE COMPUTER S.A. Transactions with associates relate to the transactions of the subsidiary company “ATTICA DEPARTMENT STORES S.A.” with the associate company “RETAIL VISION UNITED S.A.” for the period from the beginning of the year up to the date of sale of “RETAIL VISION UNITED S.A.”, i.e. 29.12.2025. Balances with related parties are presented below:

| CONSOLIDATION | COMPANY
Amounts in thousands € | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024
Trade receivables |  |  |  |
Subsidiaries | - | - | 1,677 | 373
Associates | - | 1 | - | -
Other related parties | - | 2 | - | -
Total trade receivables | - | 3 | 1,677 | 373
Other receivables (other than loans) |  |  |  |
Subsidiaries | - | - | 5,477 | 583
Total other receivables (other than loans) | - | - | 5,477 | 583

| CONSOLIDATION | COMPANY
Amounts in thousands € | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024
Trade payables |  |  |  |
Subsidiaries | - | - | 1,379 | -
Associates | - | 1,519 | - | -
Total trade payables | - | 1,519 | 1,379 | -

Intra-subsidiary balances have been eliminated from the consolidated financial statements. There are no bad debts from related parties. As at December 31, 2025, there are no receivables or liabilities, nor any loans or credit facilities, to members of the Board of Directors (or to parties related to them). Transactions with related parties are conducted on terms comparable to those prevailing in transactions with non- related parties, unless otherwise stated. 39.2. Encumbrances Encumbrances over the assets of the Company and its investments are as follows: On 02.07.2021, the subsidiary BARBA STATHIS S.A. had issued a Common Bond Loan, which was fully repaid in the previous fiscal year and the completion of the process of lifting the encumbrances is pending in consultation Annual Financial Report | FY 2025 234 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements with the bondholders, who have given their consent. On 07.10.2024, the subsidiary BARBA STATHIS S.A. issued a Common Bond Loan of € 39.4 million, for which the following collaterals apply: i. First class pledge on all shares issued by BARBA STATHIS S.A, ii. Second class pledge, to become first-class, on national trademarks up to the amount of € 47.2 million, iii. Second class mortgage pledge, to be converted into first class, on properties up to the amount of € 47.2 million. iv. Second class fictitious pledge agreement (Law 2844/2000), to become first-class, on mechanical equipment, production machinery, and industrial equipment up to the amount of € 47.2 million. v. Second class collateral financial security agreement, to become first-class, on existing and/or future receivables from insurance contracts relating to the real estate and movable property under (iii) and (iv) above, vi. First class financial collateral agreement on receivables and royalties arising from the deposit in a specific bank account of the compensation from the insurance contracts referred to in (v) above. The subsidiary company HALVATZIS MAKEDONIKI S.A. had issued a Common Bond Loan of € 1.5 million on 30.11.2022, for which the following collateral apply: i First class mortgage pledge over a land plot up to the amount of € 70 k, ii First class mortgage pledge over properties up to the amount of € 250 k, second class pledge up to the amount of € 50 k and third class pledge up to the amount of € 550 k. The Company issued a € 100 million Common Bond Loan of a total amount of € 100 million and a maturity of five (5) years and made it available through a public tender in Greece and listed the bonds for trading in the Fixed Income Securities category of the Regulated Market of the Athens Stock Exchange, for which the following physical collaterals apply: i. First class pledge on the bond loan collateral account, which is held at Piraeus Bank and whose balance amounts to € 5.6 million. 39.3. Contingent liabilities Guarantees The subsidiary BYTE COMPUTER S.A. has issued letters of guarantee for participation in tenders, good performance of contracts or good operation amounting to approximately € 20.4 million. The subsidiary ADACOM SA has issued letters of guarantee for participation in tenders and good performance of contracts for a total amount of approximately € 1.9 million. The subsidiary BLUESTREAM SOLUTIONS S.A. has issued letters of guarantee for the good performance of contracts amounting to approximately € 139 k. The subsidiary company ATTICA DEPARTMENT STORES S.A. has issued letters of guarantee for the good performance of contracts amounting to approximately € 12.9 million and payment guarantees amounting to € 5.6 million. In addition, it has provided a guarantee in favour of Athens International Airport S.A. for the proper performance of the operating agreement of the store operated by the company RETAIL VISION UNITED S.A., to which the exclusive right of use of the trademarks “attica selection” has been granted for all covered services relating to commercial activity within Athens International Airport. The subsidiary BARBA STATHIS S.A. has issued letters of guarantee for good performance of investment plans amounting to € 1.3 million and good payment of suppliers amounting to € 270 k. Annual Financial Report | FY 2025 235 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements The subsidiary company HALVATZIS MAKEDONIKI S.A. has issued a guarantee for the repayment of its Bond Loan amounting to € 59 k. The Company has provided guarantees for the short-term borrowings of the subsidiary companies ADACOM S.A. and BLUESTREAM SOLUTIONS S.A. to secure the claims of the lending banks for amounts of € 7.9 million and € 1 million, respectively. In addition, it has issued performance guarantees amounting to € 85 k. The above guarantees and letters of guarantee are considered contingent liabilities. Based on Management’s assessment, taking into account historical experience and the performance of the related contracts to date, no significant outflows of resources are expected and, therefore, no provision has been recognized. Litigations The Company and its subsidiaries are involved (as defendant and plaintiff) in various legal cases and arbitration proceedings in the normal course of their operations. Management, as well as legal advisors, estimate that the pending cases are expected to be resolved without significant adverse effects on the consolidated financial position of the Group or the Company or on their results of operations. 39.4. Auditors’ fees The fees of the auditors of Grant Thornton Greece for the assurance services of the financial year ended December st 31 , 2025 amount to € 262 k, while the fees related to permitted non-audit services of the companies belonging to the parent firm’s network of auditors amount to € 13 k. 40. Reclassifications In the consolidated Statement of Cash Flows for the year 2024, an amount of € 1,032 k has been reclassified from the line “Plus: Cash and cash equivalents from acquisition of subsidiaries” to the line “Acquisition of subsidiaries, associates, joint ventures and other investments”, for better presentation purposes as well as for comparability with the presentation of the respective amounts in the consolidated Statement of Cash Flows of the current year. The reclassification had no impact on the total net cash flows for the year 2024. 41. Subsequent events Acquisition of treasury shares Under the approved share buyback program, the Company proceeded, during the period from 02.01.2026 to 29.01.2026, with the purchase of 419,257 treasury shares with a nominal value of € 1.70 each, at an average purchase price of € 6.4113 per share and a total purchase value of € 2,687,978.84. As of the date of issuance of the annual financial statements, the Company holds 2,682,983 treasury shares with a nominal value of € 1.55 per share, representing 4.7907% of the Company’s share capital. Return of share capital through cash distribution to shareholders The Extraordinary General Meeting of the shareholders held on 12.01.2026 resolved the reduction of the Company’s share capital by the amount of € 8,400,588.15 through a reduction of the nominal value of the share from € 1.70 to € 1.55 and the return of the amount of the share capital reduction, i.e. € 0.15 per share, by payment of cash to the shareholders. Return of subsidiary share capital through cash distribution The General Meeting of the shareholders of the Cypriot subsidiary KYMORA LTD, held on 09.03.2026, approved a reduction of its share capital by € 12,750 k, with the amount of the reduction to be returned in cash to the parent company IDEAL Holdings. The implementation of the above resolution is subject to obtaining the required administrative approvals, as well as the completion of the necessary filings with the competent Cypriot authorities. Annual Financial Report | FY 2025 236 |
Ι II. ANNUAL FINANCIAL STATEMENTS vii. Notes to the Annual Financial statements Geopolitical developments in the Middle East Recent developments in the Middle East and the increased geopolitical uncertainty in the wider region may adversely affect the economic environment in which the Company and its investments operate, as significant uncertainty has been created in the markets, while increases in oil and energy prices have already been observed and tourism may also be negatively affected. All the above may have adverse effects on the Company and its investments; however, the extent will largely depend on the duration and intensity of these developments. Management is closely monitoring the situation and is taking all necessary measures and initiatives to mitigate the relevant impacts. Apart from the events already mentioned, there are no other post balance sheet dated 31.12.2025 events that relate to the Company and its investments. Athens, April 27, 2026 Chairman of the BoD Chief Executive Officer Member of the BoD Chief Accountant Lampros Papakonstantinou Panagiotis Vassiliadis Savvas Asimiadis Marios Kolios ID No. AN583858/2018 ID No. Α00153663/2023 ID No. ΑΗ590456/2009 ID No. Χ692040/2004 Annual Financial Report | FY 2025 237 |
IV. Availability of Financial Statements IV. Availability of Financial Statements The Company's Annual Financial Statements, the Independent Auditor's Report and the Management Report of st the Board of Directors for the year ended December 31 , 2025, are available on the Company's website at: www.idealholdings.gr The Annual Financial Report in compliance with the European Standard Electronic Format (ESEF), is prepared in XHTML format and is available on the Company's website. Annual Financial Report | FY 2025 238 |
V. Independent Auditor’s Report V. Independent Auditor’s Report Annual Financial Report | FY 2025 239 |
Independent Auditor’s Report To the Shareholders of “IDEAL HOLDINGS S.A.” Report on the Audit of the Separate and Consolidated Financial Statements Opinion We have audited the accompanying separate and consolidated ﬁnancial statements of “IDEAL HOLDINGS S.A.” (“the st Company”), which comprise the separate and consolidated statement of ﬁnancial position as at December 31 , 2025, separate and consolidated statements of comprehensive income, changes in equity and cash ﬂows for the year then ended and notes to the ﬁnancial statements that include signiﬁcant accounting policy information. In our opinion, the accompanying separate and consolidated ﬁnancial statements present fairly, in all material respects, the ﬁnancial position of the Company “IDEAL HOLDINGS S.A.” and its subsidiaries (the Group) as at st December 31 , 2025, their ﬁnancial performance and cash ﬂows for the year then ended in accordance with International Financial Reporting Standards (IFRS) that have been adopted by the European Union. Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs) incorporated into the Greek Legislation. Our responsibilities under those standards are described in the Auditor’s Responsibilities for the Audit of the Separate and Consolidated Financial Statements section of our report. We are independent of the Company within the entire course of our appointment in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) incorporated into the Greek Legislation and applicable to audits of ﬁnancial statements of public interest entities and ethical requirements relevant to the audit of separate and consolidated ﬁnancial statements in Greece and we have fulﬁlled ou r other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is suﬀicient and appropriate to provide a basis for our opinion. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most signiﬁcance in our audit of the separate and consolidated ﬁnancial statements of the period under audit. These matters, as well as the related risk of signiﬁcant misstatements, were addressed in the context of our audit of the separate and consolidated ﬁnancial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. How our audit addressed the key audit matter Key audit matters Impairment assessment of goodwill and intangible assets with indefinite useful lives As at December 31, 2025, the Group has recognized Our audit approach included, among others, the goodwill of € 167.940 k and trademarks of € 84.260 k. following procedures: In accordance with IFRS requirements, an entity • We assessed the appropriateness of the performs impairment tests at the end of each annual methods used to determine the recoverable reporting period for goodwill and intangible assets with amount and the reasonableness of future cash indefinite useful lives. The above assessment requires a flows. significant degree of judgement. • We assessed the reliability of management's Impairment test involves determining the recoverable projections with regard to the preparation of the amount of each Cash Generating Unit (CGU) as the business plans, which form the basis for the higher of fair value less costs to sell and value in use. valuations used to determine the recoverable This determination requires the management judgment amount. about the future cash flows of the above units (related to Annual Financial Report | FY 2025 240 |
variables such as revenue growth rate, capital and • We examined the mathematical accuracy of the operating expenses) and the discount rates applied to discounted cash flow models. the projections of future cash flows. • Regarding the above procedures, where Based on the results of the impairment test, there no considered necessary, we used our firm’s impairment loss on non-current assets arose during the expert. year ended December 31, 2025. • We assessed the adequacy of the relevant Given the significance of these items and the use of disclosures in the accompanying financial management's assumptions and estimates, we statements in relation to this matter. consider the assessment of the above non-current assets impairment to be one of the key audit matters. The Group's and the Company's disclosures of the accounting policies, the assumptions and estimates applied, and the assessment of these assets impairment are included in Notes 3.2, 3.4, 6 and 8 to the financial statements. Revenue Recognition The Group's revenues are derived from diversified Our audit approach included, among others, the business segments (operating segments: "Information following procedures: Technology", "Specialized Retail" and “Food”). • We understood the internal control systems Every operating segment includes different sources of designed by management that relate to the revenue, whose recognition involves varying degrees of revenue recognition processes of each complexity and management judgment and estimates. operating segment. Where considered necessary, we have reviewed, in terms of their Moreover, revenue recognition requires judgments and operating effectiveness, the key internal assessments of the Management in relation to sound controls covering the revenue recognition application of accounting standards and in particular procedures. IFRS 15 – Revenue from contracts with customers. • For every separate operating segment Taking into account the above, as well as the ("Information Technology", "Specialized Retail" significance of the revenue item for the financial and “Food”) we performed, among others, the statements, we assessed the recognition of revenue as following substantive audit procedures: (i) we one of the key audit matters. reviewed, on a sample basis, the The Group's disclosures of the revenue recognition appropriateness of revenue recognition in accounting policies are included in Notes 3.15, 23 and accordance with the terms of the contracts and 34 to the financial statements. IFRS requirements, (ii) we performed analytical procedures of revenues to identify any unusual trends, and (iii) we examined the cut off in revenues in the correct period. • We assessed whether the policy and methodology applied by the Management are appropriate and consistent with IFRS 15. • We assessed the adequacy of the disclosures in the accompanying financial statements in relation to this matter Annual Financial Report | FY 2025 241 |
Business combinations During the current year, the Group entered the food Our audit approach included, among others, the sector through the acquisition of the “BARBA STATHIS following procedures: S.A.” group (hereinafter “BARBA STATHIS”), for a total • We examined the legal documentation of the cash consideration of € 130.000 k. Upon obtaining acquisition and assessed the appropriateness control, goodwill amounting to € 41.150 k was of accounting for the transaction as a business recognized. combination in accordance with IFRS 3 In accordance with IFRS 3 Business Combinations, the Business Combinations, as well as the proper acquirer measures in its financial statements the consolidation of the acquired entity in the identifiable assets acquired and liabilities assumed at Group’s consolidated financial statements in their fair values at the acquisition date. The accordance with IFRS 10 Consolidated measurement period shall not exceed one year from the Financial Statements. acquisition date. • We evaluated the methodology and key As at December 31, 2025, the Group had completed, assumptions used in determining the fair value within the twelve-month measurement period from the of the acquired assets and assumed liabilities. acquisition date, the allocation of the purchase • We obtained an understanding of and assessed consideration to the identifiable categories of assets the valuation techniques applied for and liabilities and has adjusted the financial statements determining fair values and compared them accordingly. with generally accepted valuation practices. Due to the significance of the transaction, as well as the • We assessed the reasonableness of the key importance of the assumptions and accounting assumptions used, including discount rates. estimates made by Management in relation to the purchase price allocation, this area was considered a • In performing the above procedures, where key audit matter. considered necessary, we involved valuation specialists of our firm. Management’s disclosures regarding the accounting policy, the judgments and estimates applied, and the • We assessed the adequacy of the disclosures in analysis of these items are included in Notes 1.2.1 and the accompanying financial statements in 35 to the financial statements. relation to this matter. Other Information Management is responsible for the other information. The other information included in the Annual Financial Report includes the Board of Director’s Report, the reference to which is made in the “Report on Other Legal and Regulatory Requirements” section of our Report and Statements of the Members of the Board of Directors but does not include the financial statements and our auditor’s report thereon. Our opinion on the separate and consolidated financial statements does not cover the other information and we will not express any form of assurance conclusion thereon. In connection with our audit of the separate and consolidated financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the separate and consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on our audit, we conclude that there is a material misstatement therein, we are required to communicate that matter. No such issue has arisen. Annual Financial Report | FY 2025 242 |
Responsibilities of Management and Those Charged with Governance for the Separate and Consolidated Financial Statements Management is responsible for the preparation and fair presentation of the separate and consolidated financial statements in accordance with International Financial Reporting Standards that have been adopted by the European Union and for such internal control as management determines is necessary to enable the preparation of separate and consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the separate and consolidated financial statements, management is responsible for assessing the Company’s and the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management’s intention is to proceed with liquidating the Company and the Group or discontinuing its operations or unless the management has no other realistic option but to proceed with those actions. The Company’s Audit Committee (Article 44, Law 4449/2017) is responsible for overseeing the Company’s and the Group’s financial reporting process. Auditor’s Responsibilities for the Audit of the Separate and Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the separate and consolidated financial statements as an aggregate, are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs, as incorporated into the Greek Legislation, will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to affect the economic decisions of users taken on the basis of these separate and consolidated financial statements. As part of an audit in accordance with ISAs, incorporated into the Greek Legislation, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the separate and consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than that resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s and the Group’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management. • Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s and the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the separate and consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company and the Group to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the separate and consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. Annual Financial Report | FY 2025 243 |
• Obtain sufficient appropriate audit evidence regarding financial information of entities or business activities within the Group for the purpose of expressing an opinion on the separate and consociated financial statements to be able to draw reasonable conclusions on which to base the auditor’s opinion. Our responsibility is to design, supervise and perform the audit of the Company and the Group. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the separate and consolidated financial statements of the current period and are therefore the key audit matters. Report on Other Legal and Regulatory Requirements 1. Board of Directors’ Report Taking into consideration that Management is responsible for the preparation of the Board of Directors’ Report and the Corporate Governance Statement included in this report, according to the provisions of paragraph 1, cases aa', ab' and b', of Article 154C of Law 4548/2018, which do not include the sustainability report and for which we have issued a relevant limited assurance report dated 27.04.2026 in accordance with the International Standard on Assurance Engagements 3000 (Revised), we note the following: a. The Board of Directors’ Report includes the Corporate Governance Statement that provides the data and information defined under article 152, Law 4548/2018. b. In our opinion, the Board of Directors’ Report has been prepared in compliance with the effective legal requirements of Articles 150 and 153, Law 4548/2018, with the exception of the requirement to submit a sustainability report under paragraph 5A of Article 150 of the same law and the content of the report is consistent with the accompanying financial statements for the year ended 31.12.2025. c. Based on the knowledge we acquired during our audit, we have not identified any material misstatements in the Board of Directors’ Report in relation to the Company IDEAL HOLDINGS S.A. and its environment. 2. Complementary Report to the Audit Committee Our opinion on the accompanying separate and consolidated financial statements is consistent with our Complementary Report to the Company Audit Committee, prepared in compliance with Article 11, Regulation (EU) No 537/2014. 3. Provision of Non-Audit Services We have not provided the prohibited non-audit services referred to in Article 5 of Regulation (EU) No 537/2014 to the Company and its subsidiaries. Authorized non-audit services provided by us to the Company and its subsidiaries during the year ended as at December 31, 2025 are disclosed in Note 39.4 to the accompanying separate and consolidated financial statements. 4. Auditor’s Appointment We were first appointed the Company’s Chartered Accountants following as of 04/06/2021 Decision of the Annual Regular General Meeting of the Shareholders. Since then, our appointment has been constantly renewed for a total period of 5 years in compliance with the Decisions of the Annual Regular General Meetings of the Company Shareholders. Annual Financial Report | FY 2025 244 |
5. Operating Regulations The Company has in effect Internal Regulation Code in conformance with the provisions of article 14 of Law 4706/2020. 6. Assurance Report on European Single Electronic Format Subject Matter We have undertaken a reasonable assurance engagement to review the digital records of IDEAL HOLDINGS S.A. (hereinafter “the Company and/or the Group), prepared in accordance with the European Single Electronic Format (ESEF), which comprise the separate and consolidated financial statements of the Company and the Group for the year ended December 31, 2025, in XHTML, as well as the provided XBRL file (2138005HALN2BC9VUD41-2025-12-31-1-el) with the appropriate mark-up, on the aforementioned consolidated financial statements including other explanatory information (Notes to financial statements) (hereinafter (the "Subject Matter") in order to verify that it was prepared in accordance with the requirements set out in the Applicable Criteria section. Applicable Criteria The Applicable Criteria for the European Single Electronic Format (ESEF) are prepared in accordance with the Commission Delegated Regulation (EU) 2018/815 as amended by the Commission Delegated Regulation (EU) 2020/1989 (hereinafter the ESEF Regulation) and the European Commission Interpretative Communication 2020/C379/01 of November 10, 2020, in conformance with Law 3556/2007 and the relevant announcements of the Hellenic Capital Market Commission and the Athens Stock Exchange . In summary, this framework includes, inter alia, the following requirements: - All annual financial reports shall be prepared in XHTML format. - For the consolidated financial statements in accordance with IFRS, financial information included in the Statements of Comprehensive Income, Financial Position, Changes in Equity and Cash Flows, as well as the financial information included in other explanatory information shall be marked-up with XBRL (XBRL ‘tags’ and “‘block tag”’), in accordance with the effective ESEF Taxonomy. ESEF technical specifications, including the relevant taxonomy, are set out in the ESEF Regulatory Technical Standards. Responsibilities of Management and Those Charged with Governance Management is responsible for the preparation and submission of the separate and consolidated financial statements of the Company and the Group for the year ended December 31, 2025, in accordance with the Applicable Criteria, and for such internal control as management determines is necessary to enable the preparation of digital records that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibilities Our responsibility is to issue this Report in respect of the assessment of the Subject Matter, based on our assurance engagement, as described below in the section "Scope of the Engagement”. We conducted our work in accordance with the International Standard on Assurance Engagements 3000 “Assurance Engagements other than Audits or Reviews of Historical Financial Information” (hereinafter ISAE 3000”). ISAE 3000 requires that we plan and perform our work to obtain reasonable assurance to evaluate the Subject Matter in accordance with the Applicable Criteria. As part of the procedures performed, we assess the risk of material misstatement of information related to the Subject Matter. We consider that the evidence we have obtained is sufficient and appropriate and supports the conclusion reached in this assurance report. Professional Ethics and Quality Management We are independent of the Company and the Group during our entire assignment, and we have complied with the requirements of the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (IESBA Code) the ethical and independence requirements of Law 4449/2017 and Regulation (EU) 537/2014. Our auditing firm applies the International Standard on Quality Management (ISQM) 1 “Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements” and accordingly, operates a comprehensive system of quality management including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. Scope of Engagement Annual Financial Report | FY 2025 245 |
The assurance procedures we performed covers, in a limited way, the items included in the BoD Resolution 214/4/11- 02-2022 of the Hellenic Accounting and Auditing Standards Oversight Board (HAASOB) and the "Guidelines in relation to the work and assurance report of the Statutory Auditors on the European Single Electronic Reporting Form (ESEF) of the issuers with securities listed on a regulated market in Greece", as issued by the Institute of Certified Public Accountants of Greece (SOEL) on 14/02/2022, so as to obtain reasonable assurance that the financial statements of the Company prepared by the Management comply in all material respects with the Applicable Criteria. Inherent limitations Our work covered the items listed in the "Scope of Engagement" section to obtain reasonable assurance based on the procedures described. In this context, the work we performed could not provide absolute assurance that all matters that could be considered material weaknesses would be disclosed. Conclusion Based on the procedures performed and the evidence obtained, we express the conclusion that the separate and consolidated financial statements of the Company and the Group for the year ended December 31, 2025, in XHTML format, as well as the provided XBRL file (2138005HALN2BC9VUD41-2025-12-31-1-el) with the appropriate mark-up on the above consolidated financial statements, including the Notes, have been prepared, in all material respects, in accordance with the Applicable Criteria. Athens, April 27, 2026 The Certified Public Accountant Eleftherios Koutsopoulos Registry Number SOEL 44651 Annual Financial Report | FY 2025 246 |
VI. Report on Completion of Allocation of Raised Funds from the issuance of a Common Bond Loan VI. Report on Completion of Allocation of Raised Funds from the issuance of a Common Bond Loan with cash payment for the period from 17.06.2025 to 31.12.2025 In accordance with decision no. 10A/1038/30.10.2024 of the Board of Directors of the Hellenic Capital Market Commission (hereinafter the “HCMC”), it is disclosed that, following the share capital increase of “IDEAL HOLDINGS S.A.” (hereinafter the “Company”) through a cash contribution, which was carried out pursuant to the resolution of the Company’s Board of Directors dated 02.06.2025, in exercise of the authority granted thereto by the resolution of the Extraordinary General Meeting of the Company’s shareholders dated 19.09.2024, total funds amounting to € 48,000,000 were raised. Issuance expenses amounted to € 3,422 k and were fully covered by the proceeds of the above share capital increase; accordingly, the net proceeds raised by the Company amounted to € 44,580,000. A total of 8,000,000 new ordinary shares were issued at an issue price of € 6.00 per share and a nominal value of € 2.00 per share. These shares were admitted to trading on the Main Market of the Athens Stock Exchange on 18.06.2025. The certification of the timely and full payment of the total amount of the share capital increase by the Company’s Board of Directors took place on 17.06.2025. The table below presents the net funds raised, as well as their allocation up to 30.06.2025, by category of use, in accordance with the disclosures set out in Section VII “Reasons for the Offer and Use of Proceeds” of the document dated 04.06.2025, prepared under Annex IX of Regulation (EU) 2017/1129, which was made available to the investing public on 04.06.2025: TABLE OF USE OF PROCEEDS from the Share Capital Increase of € 48,000,000 (Amounts in millions €) Proceeds allocated Proceeds allocated Methods of Allocation of raised Funds based on the Registration Remaining Allocation of for the period for the period Document according to Annex IX of Regulation 2017/129 (Section proceeds as at proceeds 17.06.2025 to 30.06.2025 to VII “Reasons for the offer and the use of proceeds”) 31.12.2025 30.06.2025 31.12.2025 The amount of €44.58 million, representing the net proceeds from the share capital increase, will be allocated to the financing of future acquisitions by the Issuer or any of its subsidiaries. This 44.58 - - 44.58 allocation is intended to be completed within 18 months from the final completion of the share capital increase. The timetable is indicative and the BoD reserves the discretion to adjust it. Share issuance costs 3.42 0.22 3.20 - Total capital raised 48.00 0.22 3.20 44.58 It is noted that the temporarily unutilized funds are held in time deposits. Athens, April 27, 2026 Chairman of the BoD Chief Executive Officer Member of the BoD Chief Accountant Lampros Papakonstantinou Panagiotis Vassiliadis Savvas Asimiadis Marios Kolios ID No. AN583858/2018 ID No. Α00153663/2023 ID No. ΑΗ590456/2009 ID No. Χ692040/2004 Annual Financial Report | FY 2025 247 |