GLOBE TRADE CENTRE S.A.
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(in millions of EUR)
The accompanying notes are an integral part of this Consolidated Financial Statements
2
Note
31 December 2024
31 December 2023
ASSETS
Non-current assets
Investment property
17,28
2,674.6
2,273.4
Residential landbank
19
35.8
27.2
Property, plant and equipment
16
15.3
16.0
Blocked deposits
22
15.8
13.1
Deferred tax asset
15
3.4
1.8
Derivatives
20
0.4
2.3
Non-current financial assets measured at fair value
through profit or loss
18
154.7
135.1
Other non-current assets
3.2
0.2
Loan granted to non-controlling interest partner
25
11.6
11.6
2.914,8
2,480.7
Current assets
Accounts receivables
19.6
15.7
VAT and other tax receivables
5.9
3.1
Income tax receivables
2.0
1.5
Prepayments and other receivables
30
38.6
52.4
Derivatives
20
5.6
11.9
Short-term blocked deposits
22
26.5
17.3
Cash and cash equivalents
23
53.4
60.4
Assets held for sale
31
157.2
13.6
308.8
175.9
TOTAL ASSETS
3.223,6
2,656.6
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(in millions of EUR)
The accompanying notes are an integral part of this Consolidated Financial Statements
3
Note
31 December 2024
31 December 2023
EQUITY AND LIABILITIES
Equity attributable to equity holders of the Company
Share capital
32
12.9
12.9
Share premium
668.9
668.9
Participating notes
28
41.7
-
Capital reserve
32
(72.3)
(49.3)
Hedge reserve
20
(13.7)
0.7
Foreign currency translation reserve
(2.6)
(2.6)
Accumulated profit
32
492.9
471.3
1,127.8
1,101.9
Non-controlling interest
25
48.5
24.3
Total Equity
1,176.3
1,126.2
Non-current liabilities
Long-term portion of borrowings
26
1,389.6
1,228.7
Lease liabilities
27
37.0
43.2
Deposits from tenants
24
15.8
13.1
Liabilities for put options on non-controlling interests
and other long term payables
29
40.2
5.2
Derivatives
20
37.0
18.7
Deferred tax liabilities
15
136.5
135.1
1,656.1
1,444.0
Current liabilities
Current portion of borrowings
26
220.0
45.3
Trade payables and provisions
21
62.9
34.0
Other financial liabilities
28
31.7
-
Deposits from tenants
24
3.6
2.4
VAT and other taxes payables
2.1
1.9
Income tax payables
1.5
2.4
Derivatives
20
0.2
-
Liabilities related to assets held for sale
31
69.2
0.4
391.2
86.4
TOTAL EQUITY AND LIABILITIES
3,223.6
2,656.6
CONSOLIDATED INCOME STATEMENT
(in millions of EUR)
The accompanying notes are an integral part of this Consolidated Financial Statements
4
Note
Year ended
31 December 2024
Year ended
31 December 2023
Rental revenue
10,14
140.3
137.2
Service charge revenue
10,14
47.2
46.2
Service charge costs
10,14
(57.0)
(55.2)
Gross margin from operations
130.5
128.2
Selling expenses
11
(2.0)
(2.7)
Administration expenses
12
(18.0)
(20.4)
Loss from revaluation
17
(2.2)
(56.3)
Other income
1.4
0.7
Other expenses
(7.1)
(4.2)
Net operating profit
102.6
45.3
Foreign exchange differences
(0.6)
2.3
Finance income
13
3.6
1.4
Finance costs
13
(43.7)
(34.6)
Result before tax
61.9
14.4
Taxation
15
(8.9)
(2.0)
Result for the year
53.0
12.4
Attributable to:
Equity holders of the Parent Company
50.9
10.5
Non-controlling interest
25
2.1
1.9
Basic earnings per share (in Euro)
33
0.09
0.02
Diluted earnings per share (in Euro)
33
0.08
0.02
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(in millions of EUR)
The accompanying notes are an integral part of this Consolidated Financial Statements
5
Year ended
31 December 2024
Year ended
31 December 2023
Result for the year
53.0
12.4
Other comprehensive income for the period,
not to be reclassified to profit or loss in subsequent periods, net
of tax
-
-
Result on hedge transactions
(18.3)
8.0
Income tax
2.3
0.2
Net result on hedge transactions
(16.0)
8.2
Foreign currency translation
-
-
Other comprehensive income for the period,
to be reclassified to profit or loss in subsequent periods, net of
tax
(16.0)
8.2
Total comprehensive income
37.0
20.6
Attributable to:
Equity holders of the Company
34.9
18.7
Non-controlling interest
2.1
1.9
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(in millions of EUR)
The accompanying notes are an integral part of this Consolidated Financial Statements
6
Share capital
Share
premium
Participating
notes
Capital reserve
Hedge reserve
Foreign
currency
translation
reserve
Accumulated
profit
Total
Non-
controlling
interest
("NCI”)
Total
Balance as of
1 January 2024
12.9
668.9
-
(49.3)
0.7
(2.6)
471.3
1,101.9
24.3
1,126.2
Other comprehensive
income/(loss)
-
-
-
-
(16.0)
-
-
(16.0)
-
(16.0)
Result for the year
-
-
-
-
-
-
50.9
50.9
2.1
53.0
Total comprehensive
income
-
-
-
-
(16.0)
-
50.9
34.9
2.1
37.0
Issuance of participating
notes
-
-
41.7
-
-
-
-
41.7
-
41.7
Other movements
-
-
-
0.5
1.6
-
-
2.1
-
2.1
Dividend paid
-
-
-
-
-
-
(29.3)
(29.3)
-
(29.3)
Transaction with NCI (see
note 28)
-
-
-
(23.5)
-
-
-
(23.5)
23.6
0.1
Dividend paid to NCI
-
-
-
-
-
-
-
-
(1.5)
(1.5)
Balance as of
31 December 2024
11,007
550,522
(49,489)
(11,930)
(2,553)
460,053
957,610
16,538
974,148
12.9
668.9
41.7
(72.3)
(13.7)
(2.6)
492.9
1,127.8
48.5
1,176.3
Share capital
Share
premium
Participating
notes
Capital reserve
Hedge reserve
Foreign
currency
translation
reserve
Accumulated
profit
Total
Non-
controlling
interest
(“NCI”)
Total
Balance as of
1 January 2023
12.9
668.9
-
(49.3)
(7.5)
(2.6)
490.5
1,112.9
22.7
1,135.6
Other comprehensive
income
-
-
-
-
8.2
-
-
8.2
-
8.2
Result for the year
-
-
-
-
-
-
10.5
10.5
1.9
12.4
Total comprehensive
income
-
-
-
-
8.2
-
10.5
18.7
1.9
20.6
Transaction with NCI
-
-
-
-
-
-
-
-
1.9
1.9
Dividend paid
-
-
-
-
-
-
(29.7)
(29.7)
-
(29.7)
Dividend paid to NCI
-
-
-
-
-
-
-
-
(2.2)
(2.2)
Balance as of
31 December 2023
11,007
550,522
(49,489)
(11,930)
(2,553)
460,053
957,610
16,538
974,148
12.9
668.9
-
(49.3)
0.7
(2.6)
471.3
1,101.9
24.3
1,126.2
CONSOLIDATED STATEMENT OF CASH FLOWS
(in millions of EUR)
The accompanying notes are an integral part of this Consolidated Financial Statements
7
Note
Year ended
31 December 2024
Year ended
31 December 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Result before tax
61.9
14.4
Adjustments for:
Loss from revaluation
17
2.2
56.3
Foreign exchange differences
0.6
(2.3)
Finance income
13
(3.6)
(1.4)
Finance cost
13
43.7
34.6
Expenditure on residential landbank
(7.5)
-
Share based payment profit
12
-
(0.8)
Depreciation
16
1.4
1.0
Operating cash before working capital changes
98.7
101.8
Increase in accounts receivables and other current assets
(1.3)
(4.0)
Increase in deposits from tenants
1.6
2.0
Increase (decrease) in trade and other payables
6.9
2.7
Cash generated from operations
105.9
102.5
Tax paid in the period
(7.9)
(7.3)
Net cash from operating activities
98.0
95.2
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures on investment property
17
(71.7)
(113.7)
Purchase of completed assets and land
17,28
(172.0)
(14.1)
Purchase of investment property under construction
9
(12.0)
-
Change in short term deposits designated for investment
30
14.2
(29.5)
Sale of subsidiary, net of cash in disposed assets
9
14.5
0.4
Sale of completed assets
-
49.2
Expenditure on non-current financial assets
(7.2)
(3.6)
Change in advances received for assets held for sale
(0.4)
0.3
VAT/tax on purchase/sale of investment property
(2.8)
2.2
Interest received
2.9
0.8
Net cash used in investing activities
(234.5)
(108.0)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term borrowings
26
265.2
74.1
Repayment of long-term borrowings
26
(55.9)
(48.2)
Interest paid
(35.2)
(30.5)
Dividend paid to shareholders
32
(29.6)
(28.6)
Repayment of lease liabilities
27
(0.8)
(0.9)
Loans origination payment
(3.4)
(1.0)
Dividend paid to non-controlling interest
25
(0.9)
(2.2)
Decrease/(increase) in short term deposits
(9.4)
(5.5)
Net cash from/(used in) financing activities
130.0
(42.8)
Net foreign exchange differences, related to cash and cash
equivalents
1.3
0.9
Net increase/ (decrease) in cash and cash equivalents
(5.2)
(54.7)
Cash and cash equivalents at the beginning of the period
23
60.4
115.1
Cash and cash equivalents at the end of the period
23
55.2
60.4
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
8
1. Principal activities
Globe Trade Centre S.A. (the “Company”, „GTC S.A.” or “GTC”) with its subsidiaries (“GTC Group” or “the Group”)
is an international real estate developer and investor. The Company was registered in Warsaw on 19 December
1996. The Company’s registered office is in Warsaw (Poland) at Komitetu Obrony Robotników 45a. The Company
owns, through its subsidiaries, commercial and residential real estate companies with a focus on Poland, Hungary,
Germany, Bucharest, Belgrade, Zagreb and Sofia. There is no seasonality in the business of the Group
companies.
The Group’s main business activities are development and rental of office, retail and residential space.
As of 31 December 2024 and 31 December 2023, the number of full-time equivalent working employees in the
Group companies was 242 and 219, respectively.
GTC is primarily listed on the Warsaw Stock Exchange and inward listed on Johannesburg Stock Exchange.
As of 31 December 2024, the majority shareholder of the Company is GTC Dutch Holdings B.V. (“GTC Dutch”)
who holds 337.637.591 shares in the Company representing 58.80% of the Company’s share capital, entitling to
337,637,591 votes in the Company, representing 58.80% of the total number of votes in GTC S.A. Additionally,
GTC Holding Zrt. holds 21,891,289 shares, entitling to 21,891,289 votes in GTC S.A., representing 3.81% of the
Company’s share capital and carrying the right to 3.81% of the total number of votes in GTC S.A. Ultimate
shareholder of GTC Dutch Holding B.V. and GTC Holding Zrt. is Optimum Venture Private Equity Funds, which
indirectly holds 359,528,880 shares of GTC S.A., entitling to 359,528,880 votes in the Company, representing
62.61% of the Company’s share capital and carrying the right to 62.61% of the total number of votes in GTC S.A.
The ultimate controlling party of the Group is Pallas Athéné Domus Meriti Foundation.
2. Functional and presentation currencies
The functional currency of GTC S.A. and most of its subsidiaries is euro, as the Group primarily generates and
expends cash in euro: prices (rental income) are denominated in euro and all borrowings are denominated in euro
or hedged to euro through swap instruments. The functional currency of some of GTC’s subsidiaries is other than
euro.
All the financial data in these consolidated financial statements are presented in euro and expressed in million
unless indicated otherwise. The financial statements of those companies prepared in their functional currencies
are included in the consolidated financial statements by a translation into euro using appropriate exchange rates
outlined in IAS 21 The Effects of Changes in Foreign Exchange Rates. Assets and liabilities are translated at the
period end exchange rate, while income and expenses are translated at average exchange rates for the period if
it approximates actual rate. All resulting exchange differences are classified in equity as “Foreign currency
translation reserve” without affecting earnings for the period.
For companies with euro as a functional currency, transactions denominated in a foreign currency (including
PLN) are recorded in euro at the actual exchange rates prevailing at the date of the transaction. Monetary assets
and liabilities denominated in foreign currencies are revalued at period-end using period-end exchange rates.
Foreign currency translation differences related to valuation as of balance sheet date and settlement of monetary
positions denominated in foreign currency are charged to the income statement. The following exchange rates
were used for measurement purposes:
31 December 2024 31 December 2023
PLN/EUR 4.2730 4.3480
USD/EUR 1.0419 1.1049
HUF/EUR 410.09 382.78
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
9
3. Basis of preparation and statement of compliance
The Company maintains its books of account in accordance with accounting principles and practices employed
by enterprises in Poland as required by the Polish accounting regulations. The companies outside Poland
maintain their books of account in accordance with local GAAP. The consolidated financial statements include
a number of adjustments not included in the books of account of the Group entities, which were made in order
to bring the financial statements of those entities to conformity with IFRS.
These consolidated financial statements have been prepared in accordance with International Financial
Reporting Standards ("IFRS”) as adopted by the EU (“EU IFRS"). At the date of authorisation of these
consolidated financial statements, taking into account the EU IFRS's ongoing process of IFRS endorsement and
the nature of the Group's activities, there is no difference between IFRS as adopted by International Accounting
Standards Board and IFRS endorsed by the European Union.
GTC S.A. is the parent that produces consolidated financial statements at the most senior level of the Group.
Based on the Management’s knowledge, consolidated financial statements at the higher level of the Group,
which include the Group as a subsidiary, are not prepared.
4. Going concern
The Group’s policies and processes are aimed at managing the Group’s capital, financial and liquidity risks
on a sound basis. The Group meets its day to day working capital requirements through the generation
of operating cash-flows from rental income. Further details of liquidity risks and capital management processes
are described in note 36.
As of 31 December 2024, the Group’s net working capital (defined as current assets less current liabilities) was
negative and amounted to EUR 82.4. It was mainly a result of presentation of bank loan in Galeria CTWA
sp. z o.o. in the amount of EUR 100.6 and bank loans in acquired entities in Germany in the amount of EUR
101.2 as current liabilities. Due to the repayment schedule the loans must be repaid until 31 March 2025.
On 24 February 2025, GTC Galeria CTWA sp. z o. o., the Company’s wholly owned subsidiary, signed
a prolongation of the existing facility with Erste Group Bank AG and Raiffeisenlandesbank Niederosterreich-Wien
AG. Final repayment date was extended by 5 years from the signing date.
Portfolio Kaiserslautern I GmbH & Co. KG, Portfolio Kaiserslautern II GmbH & Co. KG, Portfolio Kaiserslautern
III GmbH, Portfolio KL Betzenberg IV GmbH and Portfolio KL Betzenberg V GmbH signed the annex with DZ
Hyp which extended repayment date from 31 March to 30 June 2025. The principal amount outstanding under
the loans was EUR 94.2. Portfolio Kaiserslautern VII GmbH signed the annex with Sparkasse Kaiserslautern
which extended repayment date from 31 March to 30 September 2025. The principal amount outstanding under
the loan was EUR 7.0. The Company’s Management Board is taking appropriate actions to secure refinancing
and ongoing negotiations are in place.
In the beginning of 2025, the Group finalized the disposal of land plot in Warsaw’s Wilanów district and the entire
share capital of Seven Gardens d.o.o. (Matrix C) and Glamp d.o.o. Beograd (Project X). Net proceeds from that
disposals amounts to around EUR 90.
The management has analysed the timing, nature and scale of potential financing needs of particular subsidiaries
and believes that there are no risks for paying current financial liabilities and cash on hand, as well as, expected
operating cash-flows will be sufficient to fund the Group’s anticipated cash requirements for working capital
purposes, for at least the next twelve months from the date of the financial statements. Consequently, the
consolidated financial statements have been prepared on the assumption that the Group companies will continue
as a going concern in the foreseeable future, for at least twelve months from the date of the financial statements.
Based on management’s analysis of cash flow projections for the next 12 months from the date of these financial
statements, including actions to secure refinancing (mainly related to German portfolio as described above) and
the current cash liquidity of the Company, even considering current negative Group’s net working capital,
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
10
Management concluded that there is no material uncertainty as to the Company’s ability to continue as a going
concern in the foreseeable future i.e. at least in the next 12 months from the date of these financial statements.
Impact of the situation in Ukraine on GTC Group
As at the date of these financial statements, the direct impact of the war in Ukraine on the Group’s operations
is not material. However, it is not possible to estimate the scale of such impact in the future and due to high
volatility, the Company monitors the situation on an ongoing basis and analyses its potential impact both from
the perspective of individual projects and the entire Group and its long-term investment plans.
5. Accounting policies
The accounting policies adopted in the preparation of these consolidated financial statements are consistent with
those followed in the preparation of the Group’s annual consolidated financial statements for the year ended 31
December 2023 except for the new standards, which are effective as at 1 January 2024 (see note 6).
6. New standards and interpretations that have been issued
STANDARDS ISSUED AND EFFECTIVE FOR FINANCIAL YEARS BEGINNING ON OR AFTER
1 JANUARY 2024:
• Amendments to IFRS 16 Leases. In September 2022, the IASB amended IFRS 16 Leases to add
subsequent measurement requirements for lease liabilities arising from sale and leaseback transactions
that satisfy the requirements of IFRS 15 to be accounted for as a sale. The amendments require a seller-
lessee to measure lease liabilities arising from a leaseback in a manner that precludes the recognition
of any gain or loss attributable to the retained right of use. This requirement is particularly relevant where
a leaseback arrangement includes variable lease payments that are not linked to an index or rate, as
such payments are excluded from the definition of ‘lease payments’ under IFRS 16.
• IAS 1 Presentation of Financial Statements. The amendments to IAS 1 clarify the presentation of
liabilities as either current or non-current and specify how contractual covenants that an entity must
comply with affect their classification. The amended IAS 1 provides that liabilities are classified as current
or non-current depending on the rights existing at the end of the reporting period. This classification is
unaffected by the entity’s expectations or by events occurring after the reporting date, such as credit
facility covenants that must be met post-reporting.
• Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures –
disclosure of information about supplier finance arrangements. Amendments to IAS 7 Statement of Cash
Flows and IFRS 7 Financial Instruments: Disclosures introduce new disclosure requirements for supplier
finance arrangements (e.g. reverse factoring). Entities must disclose specific information on supplier
finance arrangements to enable users of financial statements to assess their impact on the entity’s
liabilities and cash flows, as well as their implications for liquidity risk exposure. The amendments are
intended to enhance the transparency of disclosures related to such arrangements without altering the
principles of recognition and measurement.
The Group’s assessment is that the above changes (new standards/amendments) have no material impact on
the financial statements of the Group.
STANDARDS ISSUED BUT NOT YET EFFECTIVE:
• Annual Improvements to IFRS Accounting Standards (issued in July 2024 and effective from 1 January
2026),
• Amendments to IFRS 9, Financial Instruments, and IFRS 7, Financial Instruments: Disclosures,
Amendments to the Classification and Measurement of Financial Instruments (effective for annual reporting
periods beginning on or after 1 January 2026),
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
11
• IFRS 18 Presentation and Disclosure in Financial Statements (issued on 9 April 2024 and effective for annual
periods beginning on or after 1 January 2027).
The Group is currently assessing the impact of the amendments on its financial statements. The requirements of
the new IFRS 18 standard mainly concern three issues: the statement of profit or loss, required disclosures
regarding performance measures and issues related to the aggregation and disaggregation of information
included in the financial statements, which will affect the data presentation and disclosures in the consolidated
financial statements.
Other standards issued but not effective are not expected to impact the Group’s financial statements.
The effective dates are dates provided by the International Accounting Standards Board. Effective dates in the
European Union may differ from the effective dates provided in standards and are published when the standards
are endorsed by the European Union.
7. Material accounting policy information
(a) BASIS OF ACCOUNTING
The consolidated financial statements have been prepared on a historical cost basis, except for investment
properties, investment property under construction (“IPUC”) if the certain condition described in note 17(ii) are
met, share based payments, non-current financial assets and derivative financial instruments that have been
measured at fair value.
Key accounting principles are described in particular notes and significant accounting judgements and estimates
are presented below.
(b) ACCOUNTING ESTIMATES
The preparation of financial statements in accordance with International Financial Reporting Standards requires
Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
contingent assets and liabilities at the balance date. The actual results may differ from these estimates.
Investment property represents property held for long-term rental yields. Investment property is carried at fair
value, which is established at least annually by an independent registered valuer based on discounted projected
cash flows from the investment property using the discount rates applicable for the local real estate market and
updated by the Management judgment or - as deemed appropriate – on the basis of the income capitalisation
or the yield method. The applied methods and main assumptions are defined by the valuers and are disclosed
in note 17.
The Group makes estimates in determining the value of assets and liabilities recognised in the financial
statements after the acquisition (note 28).
The Group uses estimates in determining the depreciation rates used (note 16, note 27).
The fair value of financial instruments for which no active market exists is assessed by means of appropriate
valuation methods. In selecting the appropriate methods and assumptions, the Group applies professional
judgment (note 18).
The Group uses estimates in determining the settlement of share-based payments in cash.
(c) SIGNIFICANT ACCOUNTING JUDGEMENTS
In the process of applying the Group’s accounting policies, management has made the following judgments:
The functional currency of GTC S.A. and most of its subsidiaries is euro, as the euro has a significant and
pervasive impact on them:
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
12
• valuation of investment properties is carried out in euro;
• loans and borrowings are mainly denominated in euro. Debt in other currencies (bonds in HUF) is hedged
to euro through cross currency interest rate swaps;
• the majority of all lease contracts is denominated in euro.
The Group has entered into commercial property leases on its investment property portfolio. The Group has
determined that it retains all the significant risks and rewards of ownership of these properties which are leased
out on such operating leases.
Significant accounting judgements related to investment property are presented in note 17(ii), related
to determination of IPUC valuation.
Significant accounting judgements related to market liquidity of investment property are presented in note 36.
The Group classifies its residential inventory to current or non-current assets, based on their development stage
within the business operating cycle. The normal operating cycle in most cases does not exceed 5 years.
Residential projects, which are active, are classified as current inventory. Residential projects which are planned
to be completed in a period longer than the operating cycle are classified as residential landbank under
non-current assets.
The Group determines whether it controls an investee based on IFRS 10. In the year ended 31 December 2024
Group acquired residential portfolio in Germany for which assessed was moment of control obtaining – please
refer to note 28 for detailed judgement description.
The Group determines based on IAS 32 if instrument fulfils requirements to be classified as debt or equity. In the
year ended 31 December 2024 Company issued Participating Notes which were assessed as equity instrument
– for detailed judgment description please refer to note 28.
The Group determines whether a transaction or other event is a business combination by applying the definition
of a business in IFRS 3. In the year ended 31 December 2024 Group acquired residential portfolio in Germany
which was accounted for as an asset acquisition – please refer to note 28 for detailed judgement description.
The Group determines whether controls over an investee is lost based on requirements in IFRS 10.
The Group assess when the liabilities for exercising the options to acquire non-controlling interest are recognised
and whether these options transfer risks and rewards to the Group or leave them with non-controlling interest. In
the year ended 31 December 2024 the Group acquired residential portfolio in Germany and the options for the
acquisition of shares from the non-controlling shareholders – please refer to note 28 for detailed judgement
description.
The Group recognises deferred tax asset based on the assumption that taxable profits will be available
in the future against which the deferred tax asset can be utilised. Deterioration of future taxable profits might
render this assumption unreasonable (note 15).
Deferred tax with respect to outside temporary differences relating to subsidiaries was calculated based
on an estimated probability that these temporary differences will be realized in the foreseeable future.
The Group also makes an assessment of the probability of realization of deferred tax asset. If necessary,
the Group decreases deferred tax asset to the realizable value.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
13
8. Investments in subsidiaries
The consolidated financial statements comprise the financial statements of GTC and the financial statements
of its subsidiaries for the year ended 31 December 2024.
The financial statements of the subsidiaries are prepared for the same reporting period as those of the parent
company, using consistent accounting policies and based on the same accounting policies applied to similar
business transactions and events. Adjustments are made to bring into line any dissimilar accounting policies that
may exist.
The consolidated financial statements include the financial statements of the Company and its subsidiaries listed
below together with direct and indirect ownership of these entities, and voting rights proportion as at the end
of each period (the table presents the effective stake):
Subsidiaries
Name
Holding Company
Country of
incorporation
31 December
2024
31 December
2023
GTC Korona S.A.
GTC S.A.
Poland
100%
100%
Globis Poznań Sp. z o.o.
GTC S.A.
Poland
100%
100%
GTC Aeropark Sp. z o.o.
GTC S.A.
Poland
100%
100%
Globis Wrocław Sp. z o.o.
GTC S.A.
Poland
100%
100%
GTC Satellite Sp. z o.o.
GTC S.A.
Poland
100%
100%
GTC Sterlinga Sp. z o.o.
GTC S.A.
Poland
100%
100%
GTC Ortal Sp. z o.o.
GTC S.A.
Poland
100%
100%
Diego Sp. z o.o.
GTC S.A.
Poland
100%
100%
GTC Francuska Sp. z o.o.
GTC S.A.
Poland
100%
100%
GTC UBP Sp. z o.o.
GTC S.A.
Poland
100%
100%
GTC Pixel Sp. z o.o.
GTC S.A.
Poland
100%
100%
GTC Moderna Sp. z o.o.
GTC S.A.
Poland
100%
100%
Centrum Handlowe Wilanów Sp. z o.o.
GTC S.A.
Poland
100%
100%
GTC Management Sp. z o.o.
GTC S.A.
Poland
100%
100%
GTC Corius Sp. z o.o.
GTC S.A.
Poland
100%
100%
Centrum Światowida Sp. z o.o.
GTC S.A.
Poland
100%
100%
GTC Galeria CTWA Sp. z o.o.
GTC S.A.
Poland
100%
100%
Artico Sp. z o.o.
GTC S.A.
Poland
100%
100%
GTC Hungary Real Estate Development Company
Pltd. (“GTC Hungary”)
GTC S.A.
Hungary
100%
100%
GTC Duna Kft.
GTC Hungary
Hungary
100%
100%
Váci út 81-85. Kft.
GTC Hungary
Hungary
100%
100%
Centre Point I. Kft.
GTC Hungary
Hungary
100%
100%
Centre Point II. Kft.
GTC Hungary
Hungary
100%
100%
Riverside Apartmanok Kft.
1
GTC Hungary
Hungary
-
100%
Spiral I. Kft.
GTC Hungary
Hungary
100%
100%
Albertfalva Üzletközpont Kft.
GTC Hungary
Hungary
100%
100%
GTC Metro Kft.
GTC Hungary
Hungary
100%
100%
Kompakt Land Kft.
2
GTC Hungary
Hungary
-
100%
Kompakt Land Kft.
2
GTC Kompaktland SARL
Hungary
100%
-
GTC White House Kft.
GTC Hungary
Hungary
100%
100%
Globe Office Investments Kft.
GTC Hungary
Hungary
100%
100%
1
Liquidated.
2
Sold to newly established entities in Luxembourg for the purpose of share pledges establishment required for securing financing granted by
Baupost for GTC Paula SARL (described in note 28).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
14
Name
Holding Company
Country of
incorporation
31 December
2024
31 December
2023
GTC Investments Sp. z o.o.
GTC Hungary
Poland
100%
100%
GTC Univerzum Projekt Kft.
3
GTC Hungary
Hungary
-
100%
GTC Univerzum Projekt Kft.
3
GTC Univerzum SARL
Hungary
100%
-
GTC Future Kft.
GTC Hungary
Hungary
100%
100%
VRK Tower Kft.
GTC Hungary
Hungary
100%
100%
GTC Kapitalbeteiligung GmbH
4
GTC Germany GmbH
Germany
100%
-
GTC Elibre GmbH & Co. KG
4
GTC Germany GmbH
Germany
100%
-
WOB Projekt Alheim GmbH
5
GTC Germany GmbH
Germany
100%
-
WOB Projekt Bad Berleburg GmbH
5
GTC Germany GmbH
Germany
100%
-
GTC Origine Investments Pltd. (“GTC Origine”)
GTC S.A.
Hungary
100%
100%
GTC HBK Project Kft.
GTC Origine
Hungary
100%
100%
GTC VI188 Property Kft.
GTC Origine
Hungary
100%
100%
GTC FOD Property Kft.
GTC Origine
Hungary
100%
100%
G-Delta Andrassy Kft.
GTC Origine
Hungary
100%
100%
GTC KLZ 7-10 Kft.
GTC Origine
Hungary
100%
100%
GTC PSZTSZR Projekt Kft
GTC Origine
Hungary
100%
100%
GTC DBRNT Projekt Kft
GTC Origine
Hungary
100%
100%
GTC B41 d.o.o.
GTC Origine
Serbia
100%
100%
GTC MNG d.o.o.
GTC Origine
Serbia
100%
100%
GTC K43-45 Property Kft.
GTC Origine
Hungary
100%
100%
GTC Liffey Kft.
GTC Origine
Hungary
100%
100%
Clara Liffey GP SARL
5
GTC Liffey Kft.
Luxembourg
100%
-
GTC Germany GmbH
4
GTC Origine
Germany
100%
-
GTC UK Real Estate Investments Ltd.
GTC Origine
United Kingdom
100%
100%
GTC VRSMRT Projekt Kft.
GTC Origine
Hungary
100%
100%
GTC LCHD Projekt Kft.
6
GTC Origine
Hungary
-
100%
GTC Nekretnine Zagreb d.o.o.
GTC S.A.
Croatia
100%
100%
Euro Structor d.o.o.
GTC S.A.
Croatia
70%
70%
Marlera Golf LD d.o.o.
GTC S.A.
Croatia
100%
100%
Nova Istra Idaeus d.o.o.
Marlera Golf LD d.o.o.
Croatia
100%
100%
GTC Matrix Future d.o.o.
GTC S.A.
Croatia
100%
100%
GTC Seven Gardens d.o.o.
6
GTC S.A.
Croatia
-
100%
GTC Trinity d.o.o.
4
GTC S.A.
Croatia
100%
-
Towers International Property S.R.L.
GTC S.A.
Romania
100%
100%
Green Dream S.R.L.
GTC S.A.
Romania
100%
100%
Aurora Business Complex S.R.L.
7
GTC S.A.
Romania
-
100%
City Rose Park S.R.L.
GTC S.A.
Romania
100%
100%
City Gate Bucharest S.R.L.
GTC S.A.
Romania
100%
100%
Venus Commercial Center S.R.L.
GTC S.A.
Romania
100%
100%
City Gate S.R.L.
GTC S.A.
Romania
100%
100%
NRL EAD
GTC S.A.
Bulgaria
100%
100%
Advance Business Center EAD
GTC S.A.
Bulgaria
100%
100%
GTC Yuzhen Park EAD
GTC S.A.
Bulgaria
100%
100%
Dorado 1 EOOD
GTC S.A.
Bulgaria
100%
100%
GOC EAD
6
GTC S.A.
Bulgaria
-
100%
GTC Flex EAD
GTC S.A.
Bulgaria
100%
100%
Commercial Development d.o.o. Beograd
3
GTC S.A.
Serbia
-
100%
3
Sold to newly established entities in Luxembourg for the purpose of share pledges establishment required for securing financing granted by
Baupost for GTC Paula SARL (described in note 28).
4
Newly established wholly-owned subsidiary.
5
Acquired.
6
Sold. Please refer to note 9 Events in the period.
7
Liquidated.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
15
Name
Holding Company
Country of
incorporation
31 December
2024
31 December
2023
Commercial Development d.o.o. Beograd
8
GTC Ada SARL
Serbia
100%
-
Glamp d.o.o. Beograd
9
GTC S.A.
Serbia
100%
100%
GTC Aurora Luxembourg S.A.
GTC S.A.
Luxembourg
100%
100%
Europort Investment (Cyprus) 1 Limited
GTC S.A.
Cyprus
100%
100%
GTC Holding SARL.
10
GTC S.A.
Luxembourg
100%
-
GTC Paula SARL
10
GTC Holding SARL
Luxembourg
100%
-
GTC Kompaktland SARL
10
GTC Paula SARL
Luxembourg
100%
-
GTC Ada SARL
10
GTC Paula SARL
Luxembourg
100%
-
GTC Univerzum SARL
10
GTC Paula SARL
Luxembourg
100%
-
GTC Lifey SARL
10
GTC Paula SARL
Luxembourg
100%
-
Portfolio Kaiserslautern IV November SARL
10
GTC Paula SARL
Luxembourg
100%
-
Portfolio Kaiserslautern I November SARL
10
GTC Paula SARL
Luxembourg
100%
-
Portfolio Heidenheim November SARL
10
GTC Paula SARL
Luxembourg
100%
-
Portfolio Kaiserslautern III November SARL
10
GTC Paula SARL
Luxembourg
100%
-
Portfolio KL Betzenberg IV November SARL
10
GTC Paula SARL
Luxembourg
100%
-
Portfolio KL Betzenberg V November SARL
10
GTC Paula SARL
Luxembourg
100%
-
Portfolio Kaiserslautern II November SARL
10
GTC Paula SARL
Luxembourg
100%
-
Portfolio Kaiserslautern VII November SARL
10
GTC Paula SARL
Luxembourg
100%
-
Portfolio Helmstedt November SARL
10
GTC Paula SARL
Luxembourg
100%
-
Portfolio Kaiserslautern I GmbH & Co. KG
11
GTC Paula SARL
Germany
89.9%
-
Portfolio Kaiserslautern II GmbH & Co. KG
11
GTC Paula SARL
Germany
89.9%
-
Portfolio Heidenheim I GmbH
11
GTC Paula SARL
Germany
79.8%
-
Portfolio Kaiserslautern III GmbH
11
GTC Paula SARL
Germany
79.8%
-
Portfolio KL Betzenberg IV GmbH
11
GTC Paula SARL
Germany
79.8%
-
Portfolio KL Betzenberg V GmbH
11
GTC Paula SARL
Germany
79.8%
-
Portfolio Kaiserslautern VI GmbH
11
GTC Paula SARL
Germany
79.8%
-
Portfolio Kaiserslautern VII GmbH
11
GTC Paula SARL
Germany
79.8%
-
Portfolio Helmstedt GmbH
11
GTC Paula SARL
Germany
79.8%
-
GTC Peach Verwaltungs GmbH
11
GTC Paula SARL
Germany
51%
-
AcquiCo Heidenheim GmbH
10
GTC Paula SARL
Germany
100%
-
AcquiCo Helmstedt GmbH
10
GTC Paula SARL
Germany
100%
-
AcquiCo KL Betzenberg IV GmbH
10
GTC Paula SARL
Germany
100%
-
AcquiCo KL Betzenberg V GmbH
10
GTC Paula SARL
Germany
100%
-
AcquiCo K´lautern II GmbH
10
GTC Paula SARL
Germany
100%
-
AcquiCo K´lautern III GmbH
10
GTC Paula SARL
Germany
100%
-
AcquiCo K´lautern VII GmbH
10
GTC Paula SARL
Germany
100%
-
Portfolio K‘lautern I GmbH & Co. KG
10
GTC Paula SARL
Germany
100%
-
Portfolio K‘lautern VI GmbH
10
GTC Paula SARL
Germany
100%
-
GTC Paula GP GmbH
10
GTC Paula SARL
Germany
100%
-
8
Sold to newly established entities in Luxembourg for the purpose of share pledges establishment required for securing financing granted by
Baupost for GTC Paula SARL (described in note 28).
9
GTC S.A. holds 100% shares through a wholly-owned subsidiary GTC Hungary, which has 70% of shares and remaining 30% is held directly
by GTC S.A.
10
Newly established subsidiary.
11
Acquired. Please refer to note 28.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
16
9. Events in the period
TRANSACTIONS
On 21 June 2024, GTC Elibre GmbH acquired investment property under construction (senior housing for rent)
in Berlin area from a party related to the management board member, not associated with the majority
shareholder, for the total consideration of EUR 32.0 (including taxes and transaction costs). First instalment
of EUR 12.0 was paid as a part of forward funding transaction and legal title was transferred as of 25 June 2024.
Remaining part should be settled in cash received from future external financing that is yet to be obtained. Elibre
project will provide 50 residential units with the total living space of 4,014 sqm. Transaction is accounted for as
an asset deal.
In the year ended 31 December 2024, GTC Origine Investments Pltd., a wholly-owned subsidiary of the Company,
acquired shares in the Hungarian public company - NAP Nyrt for the total consideration of EUR 4.9 (further details
in note 18).
On 4 July 2024 the disposal of GTC LCHD Projekt Kft, a wholly-owned subsidiary of GTC Origine Investments
Pltd. was completed in accordance with the sale-and-purchase agreement.
In August 2024, GTC KLZ 7-10 Kft. signed a general agreement for the development of a residential for sale
project in the city centre of Budapest. Contracted cost of development is EUR 16.4. Planned completion is
November 2027. Project will provide 120 residential units with the total living space of 5,500 sqm. The Hungarian
State heavily subsidizes residential projects in the national housing programme and this residential project is fully
in line with the subsidised program.
On 18 September 2024, the Management Board of the Company adopted resolution regarding the disposal of
GTC Seven Gardens d.o.o., a wholly-owned subsidiary of the Company. GTC Seven Gardens d.o.o. portfolio
consists of the office building in Zagreb - Matrix C. On 20 December 2024 the share purchase agreement was
signed. The sale price was EUR 13.0 (equal to the net proceeds from the transaction). GTC Seven Gardens d.o.o
was sold together with its bank loan obligation (EUR 14.0). On 31 December 2024 sale was finalized and in
January 2025 first instalment of EUR 10.0 was received by Company.
On 23 October 2024, GTC Group signed a sale and purchase agreement concerning the sale of Glamp d.o.o.,
an owner of A-class office building in Belgrade – GTC X for EUR 52.2. Net proceeds from sale of subsidiary shall
be EUR 22.7. Difference between the sale price and net proceeds is mainly due to the fact that part of the price
will be used for bank loan repayment before the sale. In January 2025 the sale was finalized. Further details about
that transaction are presented in note 37 Subsequent events.
On 15 November 2024 the Group entered into a series of share purchase agreements with, inter alia, Peach
Property Group AG and LFH Portfolio Acquico S.À R.L., as the sellers, leading to the acquisition of the portfolio
of residential assets in Germany (the “Portfolio”) Further details about that transaction are presented in note 28
Acquisition of the German residential portfolio.
On 6 December 2024 the Company signed shares purchase agreement concerning the sale of GOC EAD, a
wholly owned subsidiary of the Company and the owner of a landbank with a total area of 2,417 sqm located in
Sofia, Bulgaria. The sale price under the Agreement is EUR 3.25. Transaction was finalized in 2024.
In 2024 GTC Group acquired WOB Projekt Alheim GmbH and WOB Projekt Bad Berleburg GmbH holding a land
plots intended for the senior housing the for total purchase price of EUR 3.4.
FINANCING
In February 2024, Dorado 1 EOOD, a wholly-owned subsidiary of the Company, has signed EUR 55.0 loan
agreement with DSK Bank AD and OTP Bank PLC with a maturity in March 2029. The full amount was drawn
down.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
17
In December 2023, the Group transferred EUR 29.5 to an escrow account held with an external legal company
with the purpose of acquiring green bonds issued by GTC Aurora (further “Aurora bonds”). Running the acquisition
transactions was handed over to a financial expert (further the “Broker”). In the year ended 31 December 2024,
the Broker bought back 6,000 Aurora bonds and transferred to GTC Group with nominal value of EUR 6.0 at cost
of EUR 5.4. GTC Group recognized income from buy-back of Aurora bonds in amount of EUR 0.6. The broker
acquired also MBH Bank bonds with ISIN HU0000362207 in the value of EUR 3.9 and Grid Parity Bond in the
value of EUR 6.9 that were transferred to GTC Group.
In addition, GTC Group decided to lower the amount on the escrow held for buy-back, EUR 14.2 (EUR 12.2 in first
quarter of 2024 and EUR 2 in third quarter of 2024) in cash was returned to GTC including the interest income
accumulated. Agreement expired in December 2024 and was not extended for further period.
On 25 June 2024, Globis Poznań sp. z o.o., a wholly-owned subsidiary of the Company, signed the annex with
Santander Bank Polska S.A. which extended repayment date from 30 June to 31 August 2024. The loan was
repaid on the maturity date.
On 14 August 2024, GTC Aeropark sp. z o.o. and Artico sp. z o.o., wholly-owned subsidiaries of the Company,
have signed EUR 31.6 loan agreement with Santander Bank Polska S.A. with a 5-year maturity after utilisation
date. The full amount was drawn down.
MEMBERS OF THE GOVERNING BODIES
On 18 March 2024, the Company entered into a mutual employment contract termination agreement with Barbara
Sikora, who resigned from her seat on the Management Board of the Company. The resignation is effective at
the date of the contract.
On 23 April 2024, the Supervisory Board of GTC appointed Mr. Balázs Gosztonyi as a member of the
Management Board of GTC S.A. The appointment is effective 24 April 2024.
On 30 August 2024, the Supervisory Board of GTC appointed Mr. György Stofa as a member of the Management
Board of GTC S.A. The appointment is effective 1 September 2024.
On 3 December 2024, Mr. György Stofa resigned from his seat on the Management Board of the GTC S.A.
The resignation was effective as of 3 December 2024.
OTHER
On 26 June 2024, the Company’s shareholders adopted a resolution regarding the distribution of a dividend in
the amount of EUR 29.3 (PLN 126.3 million). The dividend paid by the Company amounted to PLN 0.22 per share.
The dividend was paid in September 2024.
Effects of climate-related matters on financial statements
The climate and environmental risks are subject to risk management and the Risk Management Policy. The role
of the Management is to supervise corporate risk, define the scope of risk management, define directions for the
development of the risk management system, and determine acceptable risk exposure levels. The Group
analysed potential impact of the climate-related matters and concluded that the climate-related matters do not
significantly affect these consolidated financial statements.
Climate-related matters were also described in the Group Management Report for the year ended 31 December
2024.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
18
10. Revenue from operations and service charge costs
Renting of property to tenants is the primary activity of GTC Group. For this leasing activity, GTC Group acts
as a Lessor. The Group has entered into leases on its property portfolio. Leases, where the Group does not
transfer substantially all the risks and benefits of ownership of assets, are classified as operating leases. Rental
revenues result from operating leases and are recognised as income over the lease term on a straight-line basis
(according to IFRS 16 Leases).
Rental income includes variable rental revenue based on tenants’ turnover for the year ended 31 December 2024
of EUR 5.9 (2023: EUR 6.1). The remaining revenue is based on fixed contractual rental fees.
The Group has entered into various operational lease contracts on its property portfolio in Poland, Romania,
Croatia, Serbia, Bulgaria, Germany and Hungary. The commercial property leases typically include clauses to
enable the periodic upward revision of the rental charge according to European Consumer Price Index (CPI).
Future minimum rental revenue under operating leases (not discounted lease payments) from completed projects
are as follows:
31 December 2024
31 December 2023
Within 1 year
127
130
Within 2 year
105
105
Within 3 year
81
80
Within 4 year
61
57
Within 5 year
41
37
Within 6 year
27
14
More than 6 years
29
16
Total
471
439
Most of the revenue from operations is earned predominantly on the basis of amounts denominated in, directly
linked to, or indexed by reference to the EUR.
Except from rental revenue mentioned above, the Group has service charge revenue stream. Service charges
represent fees paid by the tenants of the Group’s investment properties to cover the costs of the services provided
by the Group in relation to their leases. Service charge is billed on a monthly basis with standard payment terms,
based on service fee rate agreed in the contract, which represents the best estimate for a particular project.
Allocation of service charge to tenants is done based on the leased area.
Heating, water, and sewage are billed separately on a monthly basis, based on leased area and rates agreed
in the contract. Revenue from other services in lease agreements represent non-lease components and are
accounted for using rules described below.
The Group recognises revenue from service charge over time because the customer simultaneously receives and
consumes the benefits provided to them.
The Group recognizes service charge revenue under two models:
• Acting as an agent. Some tenants install counters for electricity. In this case, the invoices for electricity
are billed through GTC entities and addressed to the tenants directly. For financial statements purposes
such income and expenses are disclosed on a net basis, as GTC acts as an agent.
• Acting as a principal. In the other cases, all service charges are billed to GTC entities. The Group bills
the tenants based on the rates in the contract on a monthly basis. In the office segment, by the end
of the year, the Group does reconciliation of actual service charges costs vs. billed one, and then bills
for deficit or return the overpayment to the tenant if it is required. For financial statements purposes
such expenses are disclosed on a gross basis, as GTC acts as a principal, because it typically controls
the goods or services before transferring them to the customer.
Details about rental and service charge revenue by type and by country are presented in note 14.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
19
Service charge costs comprise the following:
Year ended
31 December 2024
Year ended
31 December 2023
Usage of materials and energy
11.0
13.3
Third party services
33.3
30.0
Remuneration and fees
2.9
2.8
Taxes and fees
9.2
8.5
Other
0.6
0.6
Total
57.0
55.2
11. Selling expenses
Selling expenses comprise the following:
Year ended
31 December 2024
Year ended
31 December 2023
External services – advertising and marketing
0.4
0.7
Payroll and related expenses
1.6
2.0
Total
2.0
2.7
12. Administration expenses
Administration expenses comprise the following:
Year ended
31 December 2024
Year ended
31 December 2023
Remuneration and other employee benefits
10.0
13.5
Audit and valuations
1.3
1.4
Legal, tax, IT and other advisory
2.7
1.9
Office and insurance expenses
1.4
1.8
Travel expenses
0.3
0.4
Supervisory board remuneration fees
0.4
0.4
Depreciation
1.4
1.0
Investors relations and other expenses
0.5
0.8
Total before share based payment
18.0
21.2
Share based payment
-
(0.8)
Total
18.0
20.4
13. Finance income and finance expense
Finance income comprises the following:
Year ended
31 December 2024
Year ended
31 December 2023
Interest on deposits and other
1.5
0.8
Dividend from investment in ACP Fund
0.8
-
Gain on Aurora Bond buy-back
0.6
-
Interest on loan granted to non-controlling interest
0.7
0.6
Total
3.6
1.4
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
20
Finance expense comprises the following:
Year ended
31 December 2024
Year ended
31 December 2023
Interest expenses
12
(including hedge effect)
(35.7)
(30.2)
Finance costs related to lease liability
(2.9)
(1.9)
WHT case – interests (note 29)
(3.0)
-
Other
(2.1)
(2.5)
Total
(43.7)
(34.6)
The weighted average interest rate (including hedges) on the Group’s loans (excluding loans related to assets
held for sale) as of 31 December 2024 was 3.45% p.a. (2.48% p.a. as of 31 December 2023).
14. Segmental analysis
The operating segments are aggregated into reportable segments, taking into consideration the nature of the
business, operating markets, and other factors. Operating segments are identified by geographical zones, which
have common characteristics and reflect the nature of management reporting structure: Poland, Hungary,
Germany, Bucharest, Belgrade, Sofia, Zagreb and others. The Management Board is the Chief Operating
Decision Maker (CODM) and monitors the operating results of its business units separately for the purpose of
making decisions about resource allocation and performance assessment. Segment profit measure is gross
margin from operations.
Financial data prepared for the purpose of management reporting, on which segment reporting is based, is based
on the same accounting principles that are used in the preparation of the consolidated financial statements
of the Group.
Sector analysis of rental and service charge income for the years ended 31 December 2024 and 31 December
2023 is presented below:
Segment analysis of rental income and costs for the years ended 31 December 2024 and 31 December 2023
is presented below:
Year ended 31 December 2024
Year ended 31 December 2023
Portfolio
Rental
revenue
Service
charge
revenue
Service
charge
costs
Gross margin
from
operations
Rental
revenue
Service
charge
revenue
Service
charge
costs
Gross
margin from
operations
Poland
51.8
18.5
(23.7)
46.6
53.9
17.9
(22.2)
49.6
Hungary
39.1
14.2
(16.1)
37.2
38.6
14.7
(16.8)
36.5
Sofia
16.0
3.8
(5.1)
14.7
15.3
3.7
(4.5)
14.5
Belgrade
11.9
3.9
(3.9)
11.9
10.6
3.6
(3.9)
10.3
Bucharest
10.7
2.8
(3.4)
10.1
9.6
2.6
(3.2)
9.0
Zagreb
10.8
4.0
(4.8)
10.0
9.2
3.7
(4.6)
8.3
Total
140.3
47.2
(57.0)
130.5
137.2
46.2
(55.2)
128.2
12
Comprise interest expenses on financial liabilities that are not fair valued through profit or loss, banking costs and other charges.
Year ended
31 December 2024
Year ended
31 December 2023
Rental income from office sector
86.5
85.1
Service charge revenue from office sector
28.8
29.1
Rental income from retail sector
53.7
52.1
Service charge revenue from retail sector
18.5
17.1
Total
187.5
183.4
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
21
Segment analysis of assets and liabilities as of 31 December 2024 is presented below:
Real estate
13
Cash and
deposits
Other
Total assets
Loans, bonds
and leases
14
Deferred
tax
liabilities
Other
Total
liabilities
Poland
893.4
29.2
10.5
933.1
277.7
54.4
20.8
352.9
Belgrade
181.0
4.6
2.7
188.3
26.1
2.6
6.1
34.8
Hungary
802.7
26.0
23.8
852.5
259.2
22.4
29.2
310.8
Bucharest
177.1
3.9
1.0
182.0
6.9
12.8
3.0
22.7
Zagreb
112.2
3.1
13.5
128.8
43.8
16.5
4.1
64.4
Sofia
195.4
11.9
1.1
208.4
91.1
8.8
5.7
105.6
Germany
473.9
7.1
18.7
499.7
381.1
3.5
58.1
442.7
Other
40.5
0.1
0.3
40.9
1.9
-
1.0
2.9
Non allocated
15
-
13.1
176.8
189.9
644.1
18.1
48.3
710.5
Total
2,876.2
99.0
248.4
3,223.6
1,731.9
139.1
176.3
2,047.3
Segment analysis of assets and liabilities as of 31 December 2023 is presented below:
Real estate
13
Cash and
deposits
Other
Total assets
Loans,
bonds and
leases
14
Deferred
tax
liabilities
Other
Total
liabilities
Poland
859.0
40.6
14.2
913.8
269.9
55.5
19.2
344.6
Belgrade
177.7
5.9
2.6
186.2
25.8
2.5
5.0
33.3
Hungary
744.0
20.8
35.5
800.3
266.7
19.8
16.1
302.6
Bucharest
177.2
4.7
1.0
182.9
6.6
12.3
2.8
21.7
Zagreb
139.1
3.3
13.5
155.9
56.9
17.1
4.7
78.7
Sofia
198.5
6.3
1.6
206.4
36.1
8.7
4.0
48.8
Other
32.7
-
0.3
33.0
2.2
-
0.3
2.5
Non allocated
16
-
9.2
168.9
178.1
660.0
19.2
19.0
698.2
Total
2,328.2
90.8
237.6
2,656.6
1,324.2
135.1
71.1
1,530.4
15. Taxation
Current corporate income tax of the Group companies is calculated in accordance with tax regulations ruling
in a particular country of operations and is based on the profit or loss reported under relevant tax regulations.
The Group companies do not recognize the carrying amount of a deferred tax asset to the extent that it is no
longer probable that sufficient taxable profit will be available to allow the benefit of part or all of the deferred tax
asset that might be utilised. At each reporting date, the Group companies re-assess unrecognised deferred tax
assets and the carrying amount of deferred tax assets.
Deferred tax assets and deferred tax liabilities are offset if, and only if, a legally enforceable right exists to set off
current tax assets against current tax liabilities, and the deferred tax assets and deferred tax liabilities relate
to income taxes that are levied by the same taxation authority.
The Group companies are subject to taxes in the following jurisdictions: Poland, Serbia, Romania, Hungary,
Bulgaria, Cyprus, Croatia, Luxembourg, Germany and United Kingdom. The Group does not constitute a tax
group under any local legislation. Therefore, every company in the Group is a separate taxpayer.
Regulations regarding VAT, corporate income tax and social security contributions are subject to frequent
changes. These frequent changes result in there being little point of reference, inconsistent interpretations not
consistent, and few established precedents that may be followed. The binding regulations also contain
uncertainties, resulting in differences in opinion regarding the legal interpretation of tax regulations both between
13
Comprise investment properties, residential landbank, assets held for sale and value of buildings (including right of use).
14
Excluding deferred issuance debt expenses.
15
Other assets represent mainly non-current financial assets. Loans, bonds and leases comprise mainly issued bonds. Other liabilities include
mainly derivatives.
16
Other assets represent mainly non-current financial assets. Loans, bonds and leases comprise mainly issued bonds. Other liabilities include
mainly derivatives.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
22
government bodies and between government bodies and companies. Tax settlements and other areas of activity
(e.g., customs or foreign currency related issues) may be subject to inspection by administrative bodies authorised
to impose high penalties and fines, and any additional taxation liabilities calculated as a result must be paid
together with high interest.
On 15 July 2016, amendments were made to the Polish Tax Ordinance to introduce the provisions of the General
Anti-Avoidance Rule (GAAR). GAAR are targeted to prevent origination and use of factitious legal structures made
to avoid payment of tax in Poland. The implementation of the above provisions enables Polish tax authority to
challenge arrangements realized by tax remitters as restructuring or reorganization.
The enacted tax rates in the various countries were as follows:
Tax rate
Year ended
31 December 2024
Year ended
31 December 2023
Poland
19%
19%
Hungary
9%
9%
Bulgaria
10%
10%
Serbia
15%
15%
Croatia
18%
18%
Romania
16%
16%
Germany
17
15.825%
-
Cyprus
12.5%
12.5%
Luxembourg
24.94%
24.94%
United Kingdom
25%
25%
The major components of tax expense are as follows:
Year ended
31 December 2024
Year ended
31 December 2023
Current corporate income tax and capital gain tax
6.6
6.5
Deferred tax expense / (income)
2.3
(4.5)
Total
8.9
2.0
The reconciliation between tax expense and accounting profit multiplied by the applicable tax rates is presented
below:
Year ended
31 December 2024
Year ended
31 December 2023
Accounting result before tax
61.9
14.4
Taxable expenses at the applicable tax rate
2.5
(4.1)
Tax effect of expenses that are not deductible
0.2
1.0
Tax effect of foreign currency differences
1.6
0.8
Withholding tax
0.6
0.6
Unrecognised deferred tax asset on losses in current year
2.6
3.5
Other
1.4
0.2
Tax expense / (income)
8.9
2.0
17
Tax rate for most our portfolio companies is at 15.825%. The rax rate of all other German subsidiaries is at 32.45%
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
23
The components of the deferred tax balance were calculated at the rate applicable when the Group expects to recover or settle the carrying amount of the asset or liability.
Net deferred tax assets comprise the following:
As of
1 January 2023
Credit / (charge) to
income statement
Credit / (charge)
to equity
As of
31 December 2023
Credit / (charge) to
income statement
Credit / (charge) to
equity
Sold
As of
31 December 2024
Financial instruments
18
19.6
(6.0)
(1.4)
12.2
4.8
0.9
-
17.9
Tax loss carried forwards
3.5
1.5
-
5.0
(1.4)
-
(0.1)
3.5
Differences in non-current
assets
19
2.4
(2.0)
-
0.4
7.0
-
-
7.4
Accruals
1.1
(0.2)
-
0.9
2.1
-
-
3.0
Netting
20
(23.4)
6.9
(0.2)
(16.7)
(11.5)
(0.2)
-
(28.4)
Net deferred tax assets
3.2
0.2
(1.6)
1.8
1.0
0.7
(0.1)
3.4
Net deferred tax liability comprises the following:
As of
1 January
2023
Credit /
(charge) to
income
statement
Credit / (charge)
to equity
As of
31 December
2023
Credit /
(charge) to
income
statement
Credit /
(charge) to
equity
Other
Reclassified to
liabilities related to
assets held for sale
Sold
As of
31 December
2024
Financial instruments
18
(26.2)
(1.9)
1.5
(26.6)
(0.9)
1.1
(0.4)
-
-
(26.8)
Differences in non-current
assets
19
(138.4)
13.3
-
(125.1)
(13.9)
-
(2.1)
2.6
0.5
(138.0)
Other
-
-
-
-
(0.1)
-
(0.2)
-
-
(0.3)
Netting
20
23.4
(7.1)
0.3
16.6
11.5
0.5
-
-
-
28.6
Net deferred tax liability
(141.2)
4.3
1.8
(135.1)
(3.4)
1.6
(2.7)
2.6
0.5
(136.5)
18
Mostly unrealized interest, foreign exchange differences and valuation of derivatives.
19
Related to difference between book value and tax value of investment properties.
20
Within a particular company, deferred tax assets are accounted separately from deferred tax liabilities as they are independent in their nature. However, as they represent a future settlement between the same parties, they
are netted off for the purpose of the presentation in financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
24
Tax settlements may be subject to inspections by tax authorities. Accordingly, the amounts shown in the financial
statements may change at a later date as a result of the final decision of the tax authorities.
If, according to the Group’s assessment, it is probable that the tax authorities will accept an uncertain tax
treatment or a group of uncertain tax treatments, the Group determines taxable income (tax loss), tax base,
unused tax losses and unused tax credits and tax rates, after considering in its tax return the applied or planned
approach to taxation.
If the Group ascertains that it is not probable that the tax authorities will accept an uncertain tax treatment or
a group of uncertain tax treatments, the Group reflects the impact of this uncertainty in determining taxable
income (tax loss), unused tax losses, unused tax credits or tax rates. The Group accounts for this effect using
the following methods:
• determining the most probable amount – it is a single amount from among possible results or
• providing the expected amount – it is the sum of the amounts weighted by probability from among possible
results.
The Group companies have tax losses carried forward as of 31 December 2024 available in the amount of EUR
157.5 (EUR 128.5 as of 31 December 2023). The expiry dates of these tax losses are presented below:
Expiry date
Year ended
31 December 2024
Year ended
31 December 2023
Within one year
21.5
22.6
2-5 years
75.8
82.6
Afterwards
60.2
23.3
As of 31 December 2024, the Group did not recognize deferred tax assets for tax losses carried forward
in the amount of EUR 76.4 (EUR 72.0 as of 31 December 2023), as the Group believes that these losses will
not be utilized within the claim period.
16. Property, plant, and equipment
Plant and equipment consist of vehicles and equipment. Property, plant and equipment are recorded at cost less
accumulated depreciation and impairment adjustment. Depreciation is provided using the straight-line method
over the estimated useful life of an asset. Reassessment of the useful lives and indications for impairment
is performed each quarter.
The following depreciation rates have been applied:
Depreciation rates
Equipment
7-20%
Buildings (own used assets)
2-10%
Vehicles
20%
The movement in property, plant, and equipment for the year ended 31 December 2024 was as follows:
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
25
Buildings and related
improvements
Right of use
assets
21
Equipment
and software
Vehicles
Total
Gross carrying amount
As of 1 January 2024
13.4
2.7
2.6
1.7
20.4
Additions
-
-
0.5
0.1
0.6
Reclassified to assets held for sale
(1.1)
-
(0.1)
-
(1.2)
Acquisition
0.2
-
1.1
0.3
1.6
Disposals and other decreases
-
-
-
(0.4)
(0.4)
As of 31 December 2024
12.5
2.7
4.1
1.7
21.0
Accumulated Depreciation
As of 1 January 2024
1.6
0.4
1.7
0.7
4.4
Charge for the period
0.6
0.3
0.3
0.2
1.4
Transfers
(0.1)
-
-
-
(0.1)
Acquisition
-
-
-
-
-
Disposals and other decreases
-
-
-
-
-
As of 31 December 2024
2.1
0.7
2.0
0.9
5.7
Net book value
10.4
2.0
2.1
0.8
15.3
The movement in property, plant, and equipment for the year ended 31 December 2023 was as follows:
Buildings and related
improvements
Right of
use assets
Equipment and
software
Vehicles
Total
Gross carrying amount
As of 1 January 2023
8.5
2.4
2.5
1.4
14.8
Additions
2.5
0.3
0.3
0.6
3.7
Transfers
2.4
-
-
-
2.4
Disposals and other decreases
-
-
(0.2)
(0.3)
(0.5)
As of 31 December 2023
13.4
2.7
2.6
1.7
20.4
Accumulated Depreciation
As of 1 January 2023
1.4
0.1
1.6
0.6
3.7
Charge for the period
0.3
0.3
0.2
0.2
1.0
Transfers
-
-
-
-
0.0
Disposals and other decreases
(0.1)
-
(0.1)
(0.1)
(0.3)
As of 31 December 2023
1.6
0.4
1.7
0.7
4.4
Net book value
11.8
2.3
0.9
1.0
16.0
17. Investment property
Investment property comprises a land plot or a building or a part of a building held to earn rental income and/or
for capital appreciation and property that is being constructed or developed for future use as an investment
property (investment property under construction). Investment properties that are owned by the Group are office,
retail and residential space.
(i) Completed Investment properties
Completed investment properties are stated at fair value according to the fair value model, which reflects market
conditions at the reporting date. Any gain or loss arising from a change in the fair value of investment property
is recognized in the profit or loss for the year in which it arose.
Completed investment properties were externally valued by independent appraisers as of 31 December 2024
and 31 December 2023 based on open market values (RICS Standards). Completed properties are valued
on the basis of discounted cash flow (DCF). Level 3 category of fair value hierarchy is applied.
21
Mainly relates to building and related improvements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
26
Transfers are made to investment property only when there is a change in use, evidenced by the end of owner
occupation or commencement of a lease. Transfers are made from investment property only when there
is a change in use, evidenced by commencement of owner occupation or commencement of development with
a view to sale.
The costs incurred to originate a lease (mainly brokers’ fees) for available rental space are added to the carrying
value of investment property until the date of revaluation of the related investment property to its fair value.
If as of the date of revaluation, the carrying value is higher than the fair value, the costs are recognized in the
income statement.
(ii) Investment property under construction (“IPUC”)
Investment properties under construction are measured at fair value, once a substantial part of the development
risks has been eliminated so fair value can be established reliably. IPUC, which does not meet this condition,
is presented at a recoverable amount, not exceeding the sum of fair value of land and capitalized expenditures.
The recoverable amount is determined based on a fair value, externally valued by independent appraisers.
The land is reclassified to IPUC at the moment, at which active development of this land begins (i.e. when
construction works start).
The Group has adopted the following criteria to assess whether the substantial risks are eliminated with regard
to particular IPUC:
• agreement with a general contractor is signed;
• a building permit is obtained;
• at least 20% of the rentable area is leased to tenants (based on the signed lease agreements and
letters of intent);
• financing is secured (including internal).
The fair values of IPUC were determined as at their development stage at the end of the reporting period.
Valuations were performed in accordance with RICS and IVSC Valuation Standards using the residual method
approach. Level 3 category of fair value hierarchy is applied.
The future assets’ value is estimated based on the expected future income from the project, using discount rate
which includes business risk, related to construction process (completion on time or within the budget).
The remaining expected costs to completion are deducted from the estimated future assets value.
For projects where the completion is expected in the future, also a developer profit margin of unexecuted works
is deducted from the value. The profit margin deducted is adjusted when the construction is closer
to completion.
Borrowing costs directly attributable to the construction of an IPUC that necessarily takes a substantial period
of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. Borrowing costs
consist of interest and other costs that the Group incurs in connection with the borrowing of funds.
The interest capitalised is calculated using the Group’s weighted average cost of borrowings after adjusting
for borrowings associated with specific developments. Where borrowings are associated with specific
developments, the amount capitalised is the interest incurred on those borrowings less any investment income
arising on their temporary investment. Interest is capitalised from the commencement of the development work
until the date of practical completion. The capitalisation of finance costs is suspended if there are prolonged
periods when development activity is interrupted.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
27
(iii) Investment property landbank
Investment property landbank are valued using residual (30% of total balance) or comparison methods (70%
of total balance), by independent appraisers at year end and half year based on open market values (RICS
Standards). Level 3 category of fair value hierarchy is applied.
(iv) Right of use assets
Please refer to note 27.
(v) Investment property value
Investment property can be split up as follows:
31 December 2024
31 December 2023
Completed investment property
2,387.8
2,007.4
Investment property under construction
141.6
67.5
Investment property landbank
111.4
158.5
Right of use of lands under perpetual usufruct (IFRS 16)
33.8
40.0
Total
2,674.6
2,273.4
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
28
The movement in investment property for the periods ended 31 December 2024 and 31 December 2023 was
as follows:
Right of use of lands
under perpetual
usufruct (IFRS 16)
Completed
investment
property
Investment
property under
construction
Landbank
Total
Carrying amount as of
1 January 2023
38.9
2,002.9
51.5
150.4
2,243.7
Capitalised expenditure
-
38.7
40.1
6.3
85.1
Purchase of land
22
-
-
-
13.1
13.1
Reclassification
23
-
34.0
(21.7)
(12.3)
-
Reclassified to assets held for sale
-
-
-
(10.1)
(10.1)
Gain/(Loss) from revaluation
-
(66.2)
(2.4)
11.1
(57.5)
Classified to assets for own use
-
(2.4)
-
-
(2.4)
Other changes
(0.1)
0.4
-
-
0.3
Revaluation of right of use of lands
under perpetual usufruct
(0.8)
-
-
-
(0.8)
Foreign exchange differences
2.0
-
-
-
2.0
Carrying amount as of
31 December 2023
40.0
2,007.4
67.5
158.5
2,273.4
Capitalised expenditure
-
34.5
48.5
2.1
85.1
Purchase of investment property
under constructions
24
-
-
13.8
-
13.8
Reclassification
25
-
4.1
(4.1)
-
Reclassified to assets held for
sale
26
(38.2)
(49.5)
-
(55.0)
(142.7)
Gain/(loss) from revaluation
-
(30.6)
7.7
13.2
(9.7)
Sale
27
-
(27.3)
-
(3.3)
(30.6)
Acquisition
28
7.3
452.1
-
-
459.4
Change in right of use of lands
under perpetual usufruct
23.5
-
-
-
23.5
Revaluation of right of use of lands
under perpetual usufruct
(0.3)
-
-
-
(0.3)
Other changes
-
1.2
-
-
1.2
Foreign exchange differences
1.5
-
-
-
1.5
Carrying amount as of
31 December 2024
33.8
2,387.8
141.6
111.4
2,674.6
22
GTC Origine Investments Pltd, a wholly-owned subsidiary of the Company, acquired 100% holding of G-Gamma LCHD Kft. (“GTC LCHD
Projekt Kft”) from an investment fund related to the majority shareholder of the Company, which owns a hotel under refurbishment
23
Completion of a part of Rose Hill project (EUR 10.9) in Budapest (Hungary) in Q2 2023 and Matrix C (EUR 23.1) in Zagreb (Croatia) in Q3
2023. Moreover, commencement of G-Delta Andrassy project in Budapest (transfer from landbank to under construction) in Q2 2023.
24
Further details in note 9 Events in the period.
25
Matrix D transferred from landbank to IPUC due to start of construction in December 2024.
26
Please refer to note 31 Assets held for sale and liabilities related to assets held for sale.
27
On 31 December 2024, the Group finalized the sale of Matrix C and land plot in Sofia. Please refer to note 9 Events in the period.
28
Further details in note 28 Acquisition of the German residential portfolio.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
29
Reconciliation between capitalized expenditures and paid expenditures is presented below:
Year ended
31 December 2024
Year ended
31 December 2023
Capitalized expenditures (including purchase of completed
assets and land)
98.9
98.2
Change in payables and provisions related to investing activities
(7.2)
11.0
Change in receivables related to investing activities
(9.0)
14.1
Expenditures related to residential landbank
-
1.3
Purchase of property, plant and equipment
0.3
3.2
Other
0.7
-
Paid expenditures in line with cash flow statement
83.7
127.8
Fair value and impairment adjustment consists of the following:
Year ended
31 December 2024
Year ended
31 December 2023
Adjustment to fair value of completed investment properties
(30.6)
(66.2)
Adjustment to the fair value of investment properties under construction
7.7
(2.4)
Adjustment to the fair value of landbank
13.2
11.1
Total adjustment to fair value of investment property
(9.7)
(57.5)
Adjustment to fair value of financial assets and other
8.4
2.7
Revaluation of right of use of lands under perpetual usufruct (including
residential landbank)
(0.3)
(0.8)
Impairment of residential landbank
(0.6)
(0.7)
Total recognised in profit or loss
(2.2)
(56.3)
Segment analysis of adjustment to fair value of completed investment properties is presented below:
Year ended
31 December 2024
Year ended
31 December 2023
Poland
(27.6)
(45.1)
Belgrade
(0.6)
(0.4)
Hungary
5.5
(14.0)
Bucharest
(3.2)
(7.0)
Zagreb
(1.5)
4.6
Sofia
(3.2)
(4.3)
Total adjustment to fair value of completed assets
(30.6)
(66.2)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
30
Assumptions used in the fair value valuations of completed assets (office and retail) as of 31 December 2024
are presented below:
Portfolio
Book value
GLA
thousand
Average
Occupancy
Actual
Average
rent
Average
ERV
29
Average
Yield
30
sqm
%
EUR/ sqm/m
EUR/ sqm/m
%
Poland retail
435.1
113
94%
22.8
23.4
6.7%
Poland office
325.0
199
74%
15.2
14.5
8.3%
Belgrade retail
90.1
34
99%
20.1
21.4
9.0%
Hungary office
606.9
203
86%
19.3
17.7
6.6%
Hungary retail
22.2
6
100%
20.4
21.4
7.3%
Bucharest office
161.4
62
82%
18.5
18.6
6.9%
Zagreb retail
86.0
28
99%
22.6
23.8
8.6%
Zagreb office
14.8
7
100%
16.5
15.3
9.2%
Sofia office
113.6
52
85%
16.7
16.3
7.7%
Sofia retail
80.6
23
100%
24.5
24.6
8.3%
Total
1,935.7
727
85%
19.0
16.2
7.3%
In the year ended 31 December 2024 the Group acquired residential portfolio in Germany. Assumptions used in
the fair value valuations of that assets as of 31 December 2024 are presented below:
Portfolio
Book value
GLA
thousand
Average
Occupancy
Actual Average rent
Current
Discount Rate
31
sqm
%
EUR/ sqm/m
%
Kaiserslautern
212.2
135
86%
7.1
4.1%
Heidenheim
97.1
58
88%
7.6
4.0%
Helmstedt
64.4
62
83%
6.4
4.9%
Schöningen
45.3
50
73%
6.4
5.3%
Other
33.1
20
71%
7.8
4.4%
Total
452.1
325
83%
7.0
4.2%
Assumptions used in the fair value valuations of completed assets as of 31 December 2023 are presented
below:
Portfolio
Book value
GLA
thousand
Average
Occupancy
Actual
Average rent
Average
ERV
29
Average
Yield
30
sqm
%
EUR/ sqm/m
EUR/ sqm/m
%
Poland retail
432.6
114
95%
22.1
22.6
6.6%
Poland office
335.4
195
77%
15.5
14.3
8.3%
Belgrade retail
90.0
34
99%
19.9
21.7
9.0%
Belgrade office
49.5
18
100%
18.4
18.5
7.7%
Hungary office
595.8
203
87%
20.3
16.8
7.2%
Hungary retail
20.3
6
96%
20.9
18.2
7.8%
Bucharest office
161.9
62
82%
19.4
18.6
7.3%
Zagreb retail
85.0
28
99%
23.8
22.6
9.1%
Zagreb office
43.1
18
95%
16.3
16.6
7.6%
Sofia office
113.1
52
86%
16.5
15.9
7.8%
Sofia retail
80.7
23
99%
24.4
25.0
8.1%
Total
2,007.4
753
87%
19.3
17.9
7.5%
29
ERV- Estimated Rent Value (the open market rent value that a property can be reasonably expected to attain based on characteristics such
as a condition of the property, amenities, location, and local market conditions).
30
Average yield is calculated as in-place rent divided by fair value of asset.
31
The discount rate is the percentage rate used to discount all cash flows. The level of the chosen discount rate (per cashflow or valuation)
reflects the risk assessment.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
31
Inter-relationship between key unobservable inputs and fair value measurements of completed assets (office
and retail) for the discounted cash flow (DCF) method in the years ended 31 December 2024 and 31
December 2023:
31 December 2024
31 December 2023
Estimated
change
Estimated
total fair value
of completed
assets
following the
change
Estimated
change
Estimated
total fair value
of completed
assets
following the
change
Increase of 5% in ERV
89.0
2,024.7
86.3
2,093.7
Decrease of 5% in ERV
(89.8)
1,845.9
(86.4)
1,921.0
Increase of 25bp in Average Yield
(53.1)
1,882.6
(48.8)
1,958.6
Decrease of 25bp in Average Yield
56.6
1,992.3
50.9
2,058.3
Inter-relationship between key unobservable inputs and fair value measurements of completed assets
(residential) for the discounted cash flow (DCF) method in the year ended 31 December 2024:
Estimated change
Estimated total fair value
of completed assets
following the change
Increase of 5% in rental income
36.5
488.6
Decrease of 5% in rental income
(36.6)
415.5
Increase of 20bp in Current Discount Rate
(20.5)
431.6
Decrease of 20bp in Current Discount Rate
22.6
474.7
Information regarding investment properties under construction as of 31 December 2024 and 31 December 2023
is presented below:
31 December 2024
31 December 2023
Estimated area (GLA)
thousand sqm
Budapest (Center Point III)
89.0
41.4
36
Budapest (G-Delta Andrassy)
23.6
19.2
4
Budapest (Rose Hill Business Campus)
10.7
6.9
11
Germany (GTC Elibre)
14.2
-
4
Zagreb (Matrix D)
4.1
-
11
Total
141.6
67.5
66
The following table presents significant unobservable inputs used in the fair value measurement of investment
property under construction for the residual method in the years ended 31 December 2024 and 31 December
2023:
Significant unobservable inputs
31 December 2024
31 December 2023
Estimated rental value (ERV)
16.0 – 46.95 EUR/sqm /month
12.0 – 19.75 EUR/sqm /month
Capitalisation rate (Cap rate)
5.78% – 6.9%
6.0 – 6.9%
Hard costs
1,600.0 – 3,500.0 EUR/sqm
2,000 – 4,700 EUR/sqm/GLA
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
32
Information regarding book value of investment property landbank for construction as of 31 December 2024 and
31 December 2023 is presented below:
31 December 2024
31 December 2023
Poland
11.3
53.1
Hungary
47.4
47.4
Serbia
37.9
36.2
Romania
7.7
7.5
Bulgaria
-
3.5
Croatia
7.1
10.8
Total
111.4
158.5
Inter-relationship between key unobservable inputs and fair value measurements of investment property under
construction for the residual method in the years ended 31 December 2024 and 31 December 2024:
31 December 2024
31 December 2023
Estimated
change
Estimated total fair
value of IPUC
following the change
Estimated change
Estimated total fair
value of IPUC
following the change
Increase of 5% in ERV
10.5
152.1
8.8
76.3
Decrease of 5% in ERV
(10.5)
131.1
(8.6)
58.9
Increase of 25bp in Cap rates
(8.0)
133.6
(6.7)
60.8
Decrease of 25bp in Cap rates
8.7
150.3
7.5
75.0
Increase of 5% in expected construction costs
(4.3)
137.3
(5.4)
62.1
Decrease of 5% in expected construction costs
4.1
145.7
5.4
72.9
The following table presents significant unobservable input used in the fair value measurement of investment
property landbank for the residual method in the years ended 31 December 2024 and 31 December 2024:
Significant unobservable inputs
31 December 2024
31 December 2023
Capitalisation rate (Cap rate)
7.0% - 8.75%
7.75% - 8.0%
Inter-relationship between key unobservable inputs and fair value measurements of investment property
landbank for the residual method in the years ended 31 December 2024 and 31 December 2023:
31 December 2024
31 December 2023
Estimated change
Estimated total
fair value of
landbank
following the
change
Estimated
change
Estimated total
fair value of
landbank
following the
change
Increase of 25bp in Cap rates
(0.4)
45.1
(6.7)
42.5
Decrease of 25bp in Cap rates
0.5
46.0
7.5
52.4
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
33
Inter-relationship between key unobservable inputs and fair value measurements of investment property
landbank for the comparable method in the years ended 31 December 2024 and 31 December 2023:
31 December 2024
31 December 2023
Estimated change
Estimated total fair
value
of landbank
following the change
Estimated change
Estimated total fair
value
of landbank
following the change
Increase of 5% in price
3.3
114.5
5.6
116.8
Decrease of 5% in price
(3.3)
107.9
(5.6)
105.6
18. Non-current financial assets measured at fair value through profit or loss
As of 31 December 2024 and 31 December 2023 the fair values of non-current financial assets were as follows:
31 December 2024
31 December 2023
Notes (Ireland)
120.4
119.1
Units (Trigal)
16.5
13.9
NAP shares
4.4
-
Bonds (ISIN HU0000362207)
3.8
-
ACP Fund
3.0
2.1
Grid Parity Bond
6.6
-
Total
154.7
135.1
Non-current financial assets at fair value through profit or loss are carried in the statement of financial position
at fair value with net changes in fair value recognized in the statement of profit or loss.
18.1 Notes (Ireland)
On 9 August 2022, a subsidiary of the Company invested via a debt instrument into a joint investment into the
innovation park in County Kildare, Ireland (further Kildare Innovation Campus or “KIC”). The project involves the
construction of a data centre with power capacity of up to 179 MWs, as well a life science and technology
campus. GTC’s investment comprised acquiring upfront notes in the value of EUR 115 and in accordance with
the investment documentations GTC is obliged to further invest up to agreed amount of ca. EUR 9 to cover the
costs indicated in the business plan and comprising such costs as permitting, financing, capex as well as
operating costs of the business. As of 31 December 2024 the Company has already additionally invested
EUR 5.1, which were spent in accordance with the business plan as indicated above.
The investment was executed by acquisition of 25% of notes (debt instrument) issued by a Luxembourg
securitization vehicle, a financial instrument which gives the right to return at the exit from the project and
dependent on the future net available proceeds derived from the project, including a promote mechanism. The
maturity date for these notes is 9 August 2032. GTC expects to execute a cash inflow from the project at the
maturity date or at an early exit date.
The investment is treated as joint investment due to the following: GTC has indirect economical rights through
their notes protected by the GTC’s consent to the reserved matters such as material deviation from the business
plan, partial or total disposal of material assets [transfer of units] etc. This debt instrument does not meet the
SPPI test therefore it is measured at fair value through profit or loss.
Kildare Innovation Campus, located outside of Dublin, extends over 72 ha (of which 34 ha is undeveloped).
There are nine buildings that form the campus (around 101,685 sqm): six are lettable buildings with designated
uses including industrial, warehouse, manufacturing and office/lab space. In addition, there are three amenity
buildings, comprising a gym, a plant area, a campus canteen, and an energy center. The KIC currently generates
around EUR 3.7 gross rental income per annum from the rental of the office and warehouse space and parking
spaces on the KIC grounds.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
34
A masterplan was permitted whereby the site and the campus are planned to be converted into a Life Science
and Technology campus with a total of approximately 148,000 sq m. The planning permit was issued initially
on 7 September 2023 and was finalized on 22 January 2024.
In February 2024 the contract with a major tenant was signed which is in line with the planning permit.
The next milestone are landlord responsible delivery of site highways and infrastructure works to be completed
by end of 2025.
GTC’s investment is protected by customary investor protection mechanisms in the case of certain significant
project milestones are not achieved in a satisfactory manner.
As of 31 December 2024 the fair value of the notes were valued by Kroll Advisory (Ireland) Limited (“Kroll”) in
accordance with IFRS 13 Fair Value Measurement (fair value at level 3). Kroll estimated the range of fair value
of the notes between EUR 120 and EUR 140. Taking into account no significant difference between the valuation
and book value, no update to the balance as of 31 December 2024 in regards to the Ireland investment amount
was presented. The project value used in the valuation of the instrument was established by Kroll Advisory
(Ireland) Limited as of 31 December 2024, in accordance with the appropriate sections of the Valuation Technical
and Performance Standards (“VPS”) contained within the RICS Valuation – Global Standards 2022 (the “Red
Book”). Key unobservable inputs used in the valuation are cost per MW, rent per KW/month and yield. Impact of
changes by 2.5% or 5% in these inputs will not be higher than corresponding changes in GDV presented below.
Management concluded that the current book value of the notes represents their fair value, what is within the
range estimated by Kroll. For the purpose of last valuation Management decided to amend the assumption
regarding the expected exit date due to the current market conditions, but it does not affect Company’s sales
strategy. The change in that assessment combined with significant value drivers (mainly discount rate) resulted
in Kildare's valuation remaining the same as in the previous period.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
35
The following table presents significant unobservable inputs used in the fair value measurement of the notes in
the years ended 31 December 2024 and 31 December 2023:
Significant unobservable inputs
31 December 2024
31 December 2023
Estimated discount rate
27.43%
35.23%
Gross Development Value (GDV)
4,200 EUR
4,600 EUR
Information regarding inter-relationship between key unobservable inputs and fair value measurements
is presented below:
31 December 2024
31 December 2023
Total Fair Value of financial
instrument
Total Fair Value of financial
instrument
Increase
Decrease
Increase
Decrease
Change in estimated discount rate by 5%
115.1
126.2
118.5
129.1
Change in estimated discount rate by 10%
110.2
132.5
113.9
135.1
Change in estimated GDV by 2.5%
124.3
116.5
128.5
118.6
Change in estimated GDV by 5%
128.2
112.8
133.4
113.6
18.2 Units (Trigal)
On 28 August 2022, GTC Origine Investments Pltd., a wholly-owned subsidiary of the Company, acquired 34%
of units in Regional Multi Asset Fund Compartment 2 of Trigal Alternative Investment Fund GP S.á.r.l. (“Fund”)
for consideration of EUR 12.6 from an entity related to the Majority shareholder. The Fund is focused
on commercial real estate investments in Slovenia and Croatia with a total gross asset value of EUR 68.75.
The fund expected maturity is in Q4 2028. Valuation is based on fund management report, where NAV
is measured at fair value allocated to our investment share (fair value at level 2).
18.3 ACP Fund
ACP Credit I SCA SICAV-RAIF (hereinafter referred as “ACP Fund”) is a reserved alternative investment fund
seated in Luxemburg with 2 compartments. GTC has a total commitment of EUR 5 in ACP Fund, and total of
EUR 2.2 was called up to the end of 2023. ACP Fund investment strategy is to build a portfolio of secured
income-generating debt instruments in SMEs and medium-sized companies in Central Europe. Valuation
is based on fund management report, where NAV is measured at fair value allocated to our investment share
(fair value at level 2).
18.4 NAP shares
NAP registered capital is HUF 8.4 billion (ca. EUR 21.5) and it already produces "green energy" using 73 solar
power plants with a total capacity of 57.6 MW (AC). Through a series of private and public capital raisings, NAP
aim to achieve company growth to a total solar power capacity of around 100 MW (AC), which will significantly
contribute to Hungary’s annual renewable energy generation. Valuation is based on the public share price (fair
value level 1).
On 11 October 2024, the Board of NAP Nyrt. appointed Mr. Balázs Gosztonyi as a member of the Supervisory
Board of NAP Nyrt. The appointment is effective 11 October 2024.
18.5 MBH Bank Bonds (ISIN HU0000362207)
The bonds are measured at fair value through profit and loss. The measurement of the bonds is at fair value
Level 1 based on public bond quotes.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
36
18.6 Grid Parity Bond
Grid Parity Bonds were issued for 10 years by HG Energy Zrt on 17 July 2019 with fix interest rate of 4% p.a.
The bonds will be repaid at the maturity on 15 July 2029. The bonds are measured at fair value through profit
and loss. The measurement of the bonds is at fair value Level 1 based on public bond quotes.
19. Residential landbank
Inventory related to residential projects under construction is stated at the lower of cost and net realisable value.
The realisable value is determined using the Discounted Cash Flow method or Comparison method
by independent appraisers. Costs relating to the construction of a residential project are included in the inventory.
Commissions paid to sales or marketing agents on the sale of real estate units, which are not refundable, are
expensed in full when the contract to sell is secured.
The movement in residential landbank for the years ended 31 December 2023 and 31 December 2024 was
as follows:
Residential landbank
Carrying amount as of 1 January 2023
26.6
Capitalized expenditure
1.3
Reversal of impairment/(impairment)
(0.7)
Carrying amount as of 31 December 2023
27.2
Capitalized expenditure
3.2
Acquisition
6.0
Reversal of impairment/(impairment)
(0.6)
Carrying amount as of 31 December 2024
35.8
The carrying amount of residential landbank as of 31 December 2024 refers to non-core land plots designated
for residential development in Croatia, Hungary, Romania and Germany.
20. Derivatives
The Group uses derivative financial instruments, such as cross-currency interest rate swaps, interest rate swaps
and caps, to hedge its interest rate risk and foreign currencies’ rates risk. Such derivative financial instruments
are initially recognised at fair value on the date on which a derivative contract is entered into and are
subsequently re-measured at fair value. Derivatives are carried as financial assets when the fair value is positive
and as financial liabilities when the fair value is negative.
The Group applies hedge accounting. For the purpose of hedge accounting, hedges are classified as cash flow
hedges when hedging the exposure to variability in cash flows that is either attributable to a particular risk
associated with a recognised asset or liability or a highly probable forecast transaction or the foreign currency
risk in an unrecognised firm commitment.
At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship
to which it wishes to apply hedge accounting and the risk management objective and strategy for undertaking
the hedge. The Group uses both qualitative and quantitative methods for assessing effectiveness of the hedge.
The effective portion of the gain or loss on the hedging instrument is recognised in OCI in the cash flow hedge
reserve, while any ineffective portion is recognised immediately in the statement of profit or loss. The cash flow
hedge reserve is adjusted to the lower of the cumulative gain or loss on the hedging instrument and the
cumulative change in fair value of the hedged item.
The Group holds instruments (IRS, CAP and cross-currency interest rate SWAP) that hedge the risk involved
in fluctuations of interest rate and foreign currencies’ rates. The instruments hedge interest on loans and bonds
for a period of 1-10 years.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
37
The fair value of derivatives is determined by using discounted cash flow method using observable inputs (fair
value level hierarchy 2). Fair value of derivatives is measured using cash flows models based on the data from
publicly available sources.
Derivatives are presented in financial statements as below:
31 December 2024
31 December 2023
Non-current assets
0.4
2.3
Current assets
5.6
11.9
Non-current liabilities
(37.0)
(18.7)
Current liabilities
(0.2)
-
Total
(31.2)
(4.5)
The movement in derivatives for the years ended 31 December 2024 and 31 December 2023 was as follows:
31 December 2024
31 December 2023
Fair value as of the beginning of the year
(4.5)
(24.1)
Charged to other comprehensive income
(18.3)
8.0
Charged to profit or loss
32
(8.4)
11.6
Fair value as of the end of the year
(31.2)
(4.5)
During the reporting period no material ineffectiveness of hedging with effect in profit or loss occurred.
The movement in hedge reserve in equity for the years ended 31 December 2024 and 31 December 2023 was
as follows:
31 December 2024
31 December 2023
Hedge reserve as of the beginning of the year
0.7
(7.5)
Charged to other comprehensive income
(26.7)
19.6
Realized in the period (charged to profit or loss)
32
8.4
(11.6)
Total impact on other comprehensive income
(18.3)
8.0
Income tax on hedge transactions
2.3
0.2
Other movements
1.6
-
Hedge reserve as of the end of the year
(13.7)
0.7
Derivatives as of 31 December 2024 and 31 December 2023 consist mainly of IRS and cross-currency interest
rate swaps.
For more information regarding derivatives, see note 36.
32
This amounts reflects hedging effect that was within reporting period recognised initially in OCI and exercised in P&L in accordance to GTC
hedge accounting principles. This profit/loss mainly offset mainly a foreign exchange differences on bonds nominated in HUF (P&L effect in line
Foreign exchange differences).
Nature of
hedge item
Nominal
amount of
hedge item
Currency
31 December
2024
Nominal
amount of
hedge item
Currency
31 December
2023
IRS (EURIBOR 3M)
Loans
413
EUR
2.8
325
EUR
12.5
SWAP (fixed to fixed /
HUF to EUR)
Bonds
59,400
HUF
(33.7)
59,400
HUF
(18.3)
Other derivatives
(0.3)
1.3
Total
(31.2)
(4.5)
Instruments
Measurement
Rate range for interest
Currency rate for SWAP
IRS (EURIBOR 3M)
Fair value
(-0.3%) – (3.2%)
n/a
SWAP (fixed to fixed / HUF to
EUR)
Fair value
0.92% - 0.99%
360.33 – 367.66
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
38
21. Trade payables and provisions
Main titles of trade payables and provisions are presented below:
31 December 2024
31 December 2023
Payables related to investing activity
18.7
13.1
Current portion of lease liabilities
0.6
0.5
Payables related to withholding tax
2.2
2.0
Advances received
5.3
2.1
Provision for perpetual usufruct
3.1
2.0
Payables in newly acquired entities
12.2
-
Other trade payables and provisions
20.8
14.3
Total
62.9
34.0
22. Blocked deposits
Blocked deposits include deposits related to loan agreements and other contractual commitments and can
be used only for certain operating activities as determined by underlying agreements. Blocked deposits related
to contractual commitments include mostly tenants’ deposit accounts, security accounts and capex accounts.
Deposits related to loan agreements can be used anytime (for the defined purposes upon approval of the lender),
as so, they are presented within current assets.
23. Cash and cash equivalents
Cash balance consists of cash at banks (including short-term demand deposits) and cash on hand. Cash
at banks earns interest at floating rates based on periodical bank deposit rates. Except for minor amounts,
all cash is deposited in banks.
All cash and cash equivalents are available for use by the Group. GTC Group cooperates mainly with banks with
investment ranking above BBB-. The major bank, where Group deposits 17% of cash and cash equivalents and
blocked deposits is financial institution with credit rating BBB-. Second bank with major Group’s cash and cash
equivalents and blocked deposits (13%) is institution with credit rating BBB+. Group monitors ratings of banks
and manage concentration risk by allocating deposits in multiple financial institutions (over 10).
For the purpose of the statement of cash flows, cash and cash equivalents comprise the following
at 31 December 2024 and 31 December 2023:
31 December 2024
31 December 2023
Cash at banks and on hand
53.4
60.4
Cash at banks related to assets held for sale
1.8
-
Cash and cash equivalents at the end of the period
55.2
60.4
24. Deposits from tenants
Deposits from tenants represent amounts deposited by tenants to guarantee their performance of obligations
under tenancy agreements. The deposits are refundable at the end of the lease. Deposits from tenants that shall
be returned within a year are presented within current liabilities. The major bank, where Group keeps deposits
from tenants is bank with investment ranking above BBB+.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
39
25. Non-controlling interest
The Company’s subsidiary (Euro Structor d.o.o.) that holds Avenue Mall granted in 2018 to its shareholders
a loan, pro-rata to their stake in the subsidiary. The loan principal and interest shall be repaid by 30 December
2026. In the event that Euro Structor renders a resolution for the distribution of dividend, Euro Structor has
the right to set-off the dividend against the loan. In case a shareholder will sell its stake in Euro Structor, the loan
shall be due for repayment upon the sale. Loan was granted on market terms.
The Company has indirectly acquired, through its subsidiary, GTC Paula SARL from the Peach Group
Companies 89.9% of the limited liability partnerships: Kaiserslautern I GmbH & Co. KG (or its legal successor)
and Kaiserslautern II GmbH & Co. KG (or its legal successor) and from LFH Portfolio Acquico S.À R.L., 89.9%
of the limited liability companies: Portfolio Kaiserslautern III GmbH, Portfolio KL Betzenberg IV GmbH, Portfolio
KL Betzenberg V GmbH, Portfolio Kaiserslautern VI GmbH, Portfolio Heidenheim I GmbH, Portfolio
Kaiserslautern VII GmbH and Portfolio Helmstedt GmbH. In addition, the Company has indirectly acquired 51%
of the shares in the property managing company managing the Portfolio, GTC Peach Verwaltungs GmbH from
the Peach Group Companies.
Summarized financial information of the material non-controlling interest as of 31 December 2024 and
31 December 2023 is presented below:
Euro Structor d.o.o.
31.12.2024
Germany Portfolio
31.12.2024
Total
31.12.2024
Euro Structor d.o.o.
31.12.2023
Non-current assets
140.4
500.8
641.2
139.2
Current assets
3.8
17.7
21.5
2.8
Total assets
144.2
518.5
662.7
142.0
Equity
83.0
220.4
303.4
80.9
Non-current liabilities
59.5
181.1
240.6
59.2
Current liabilities
1.7
117.0
118.7
1.9
Total equity and liabilities
144.2
518.5
662.7
142.0
Revenue
12.5
-
12.5
12.1
Profit /(loss) for the year
7.1
-
7.1
6.4
Other comprehensive profit/(loss)
-
-
-
-
NCI share in equity
24.9
23.6
48.5
24.3
Loan granted to NCI
(11.6)
-
(11.6)
(11.6)
Loan received from NCI
-
-
-
-
NCI share in profit / (loss)
2.1
-
2.1
1.9
In 2024 dividend was distributed to non-controlling interest in the amount of EUR 1.5.
In 2023 dividend was distributed to non-controlling interest in the amount of EUR 2.2.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
40
26. Long-term loans and bonds
All loans and borrowings and debt securities are initially recognized at fair value, net of transaction costs
associated with the borrowing.
After initial recognition, interest-bearing loans and borrowings and debt securities are measured at amortised
cost using the effective interest rate method.
BONDS
As securities for the bank loans, the banks have among others mortgages over the assets and security deposits
together with assignment of the associated receivables and insurance rights.
In its financing agreements with banks, the Group undertakes to comply with certain financial covenants that are
listed in those agreements. The main covenants are: maintaining Loan-to-Value and Debt Service Coverage
ratios in the company that holds the project.
In addition, substantially, all investment properties and IPUC that were financed by a lender were pledged to
secure the long-term loans from banks. Unless otherwise stated, fair value of the pledged assets exceeds the
carrying value of the related loans.
Green Bonds (series maturing in 2027-2030) and green bonds (series maturing in 2028-2031) are denominated
in HUF. All other bank loans and bonds are denominated in euro.
For further information please refer also to note 36.
As at 31 December 2024, the Group continues to comply with the financial covenants set out in the loan
agreements and bonds’ terms and conditions.
31 December 2024
31 December 2023
Bonds
644.2
660.0
Bank loans
985.7
620.5
Long-term borrowings’ acquisition costs
(20.3)
(6.5)
Total borrowings
1,609.6
1,274.0
Of which
Long-term borrowings
1,389.6
1,228.7
Short-term borrowings
220.0
45.3
Total borrowings
1,609.6
1,274.0
31 December 2024
31 December 2023
Current portion
Long-term portion
Current portion
Long-term portion
Green bonds mature in 2027-2030 (HU0000360102)
0.1
96.5
0.1
103.4
Green bonds mature in 2028-2031 (HU0000360284)
0.4
48.3
0.4
51.7
Green bonds mature in 2026 (XS2356039268)
5.8
493.1
5.9
498.5
Total bonds
6.3
637.9
6.4
653.6
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
41
Movements in long term loans and bonds for the years ended 31 December 2024 and 31 December 2023
were as follows:
31 December 2024
31 December 2023
Balance as of the beginning of the year
1,274.0
1,237.9
Drawdowns
265.2
74.1
Acquisition
183.5
-
Repayments
(55.9)
(48.2)
Reclassified to liabilities related to AHFS
(24.8)
-
Disposal
(13.8)
-
Buy-back of Aurora bonds
(6.0)
-
Change in accrued interest
(0.7)
1.2
Acquisition deferred issuance debt expenses
(0.5)
-
Change in deferred issuance debt expenses
(1.4)
1.6
Other
0.3
(2.5)
Foreign exchange differences
(10.3)
9.9
Balance as of end of the year
1,609.6
1,274.0
27. Lease liability and right of use
Lease liabilities include mostly lease payments for land subject to perpetual usufruct payments and classified as
land under investment property (completed, under construction and landbank) and residential landbank.
Perpetual usufruct payments are payments, which are done in advance or in arrears on an annual or monthly
basis within a define period (from 33 to 87 years). Perpetual usufruct payments are made in Poland, Croatia,
Romania, Serbia and Germany.
Due to the fact that perpetual usage payments, by substance, are lease payments, they are accounted for under
IFRS 16.
In the consolidated financial position statements, the Group recognized a right of use and lease liabilities:
a) Right of use of lands under perpetual usufruct is presented:
• as part of the Investment Property, with separate disclosure in a separate note;
• as part of the residential landbank.
b) Lease liabilities are presented separately, as a part of the short-term and long-term liabilities, with a separate
disclosure.
The right of use of lands under perpetual usufruct is amortized over the lease period (for cost method) or valued
using the fair value approach (for investment properties valued at fair value). For the right of use measured at fair
value, the Group presents the change in fair value within the profit (loss) on revaluation. Interest incurred on land
leases is presented as finance expenses.
The Group entered into several other leases (low value, short term) and in such cases, the lease is expensed
without balance sheet recognition. The value of such expenses is immaterial.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
42
The balance of right of use as of 31 December 2024 and 31 December 2023 was as follows:
31 December 2024
31 December 2023
Completed investment property
49.6
22.1
Investment property landbank at cost
1.3
17.9
Residential landbank
1.0
1.0
Property, plant and equipment
2.0
2.3
Total
53.9
43.3
The balance of lease liability as of 31 December 2024 and 31 December 2023 was as follows:
The lease liabilities were discounted using discount rates applicable to long-term borrowing in local currencies
in the countries where the assets are located.
The movements in rights of use for the years ended 31 December 2024 and 31 December 2023 was as follows:
2024
2023
Balance as of 1 January
43.3
42.4
Recognition / (derecognition) of right of use asset for lands under perpetual
usufruct and other assets
23.5
0.2
Acquisition
24.4
-
Revaluation and amortization of right of use
(0.3)
(1.3)
Reclassification to assets held for sale
(38.2)
-
Foreign exchange differences
1.2
2.0
Balance as of 31 December
53.9
43.3
The movements in lease liabilities for the years ended 31 December 2024 and 31 December 2023 was as
follows:
2024
2023
Balance as of 1 January
43.7
41.9
Recognition / (derecognition) of lease liability for lands under
perpetual usufruct and other assets
23.5
0.2
Acquisition
7.3
-
Payments of leases
(0.8)
(0.9)
Change in provision
(1.4)
(0.3)
Change in accrued interest
1.7
0.8
Reclassification to liabilities related to assets held for sale
(38.2)
-
Foreign exchange differences
1.8
2.0
Balance as of 31 December
37.6
43.7
The Group pays an annual amount of EUR 2.5 (EUR 2.0 in 2023) as lease payment (principal and interest) for
lands under perpetual usufruct. Payment of leases in the table above relates only to principal repayment.
Country
31 December 2024
31 December 2023
Discount rate
Poland
18.8
32.6
4.2%
Romania
6.9
6.6
5.7%
Serbia
0.8
0.8
7.6%
Croatia
1.3
1.4
4.4%
Germany
7.4
-
4.1%
Other
2.4
2.3
3.0%
Total
37.6
43.7
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
43
28. Acquisition of the German residential portfolio
On 15 November 2024 the Group entered into a series of share purchase agreements with, inter alia, Peach
Property Group AG and LFH Portfolio Acquico S.À R.L., as the sellers, leading to the acquisition of the portfolio
of residential assets in Germany (the “Portfolio”) held by Peach Property Group AG (the “Transaction”).
Consequently, the Company has indirectly acquired, through its subsidiary, GTC Paula SARL:
(i) from the Peach Group Companies 89.9% of the limited liability partnerships: Kaiserslautern I GmbH & Co. KG
(or its legal successor) and Kaiserslautern II GmbH & Co. KG (or its legal successor) (the “Portfolio
Partnerships”), and
(ii) from LFH Portfolio Acquico S.À R.L., 79.8%
33
of the limited liability companies: Portfolio Kaiserslautern III
GmbH, Portfolio KL Betzenberg IV GmbH, Portfolio KL Betzenberg V GmbH, Portfolio Kaiserslautern VI GmbH,
Portfolio Heidenheim I GmbH, Portfolio Kaiserslautern VII GmbH and Portfolio Helmstedt GmbH (the “Portfolio
Companies”) at an adjusted property value of approximately EUR 448.0 based on 100% ownership of the
Portfolio.
In addition, the Company has indirectly acquired 51% of the shares in the property managing company managing
the Portfolio, GTC Peach Verwaltungs GmbH (the “PM Company”), from the Peach Group Companies.
Upon completion, 89.9% of the shares in the Portfolio Partnerships and 79.8% of the shares in the Portfolio
Companies were acquired for a total consideration comprising EUR 167.0 in cash and the Participating Notes
with a total nominal value of approximately EUR 42 (as described in letter B (Description of the Participating
Notes)), subject to adjustments, as well as a 51% stake in the PM Company.
The Peach Group Companies retained a 10.09% stake in the Portfolio Partnerships and a 10.1% stake in the
Portfolio Companies as well as a 49% stake in the PM Company, while co-investors, LFH Portfolio Acquico S.À
R.L. and ZNL Investment S.À R.L., retained the remaining 10.1% stake in Portfolio Heidenheim I GmbH, Portfolio
Kaiserslautern VII GmbH and Portfolio Helmstedt GmbH and a 5% stake in Portfolio Kaiserslautern III GmbH,
Portfolio KL Betzenberg IV GmbH, Portfolio KL Betzenberg V GmbH and Portfolio Kaiserslautern VI GmbH,
while acquiring a 0.01% stake in the Portfolio Partnerships. A further minority shareholder, Mr. Marco Garzetti,
retained a 5.1% stake in Portfolio Kaiserslautern III GmbH, Portfolio KL Betzenberg IV GmbH, Portfolio KL
Betzenberg V GmbH and Portfolio Kaiserslautern VI GmbH.
Additionally, GTC Paula SARL. was granted an option against LFH Portfolio Acquico S.À R.L. and ZNL
Investment S.À R.L. to purchase all of the shares of LFH Portfolio Acquico S.À R.L. and ZNL Investment S.À
R.L. in the Portfolio Companies at a price determined in accordance with the formula used to calculate the total
consideration amount (the “Call Option”), provided that no reinvestments will be made. Consequently, upon
exercising the Call Option, the Company will indirectly hold 89.9% of the Portfolio Partnerships, up to 89.9% of
Portfolio Heidenheim I GmbH, Portfolio Kaiserslautern VII GmbH and Portfolio Helmstedt GmbH and up to 85%
of Portfolio Kaiserslautern III GmbH, Portfolio KL Betzenberg IV GmbH, Portfolio KL Betzenberg V GmbH,
Portfolio Kaiserslautern VI GmbH.
As of 31 December 2024 the Management made the judgement regarding the Call Option for the non-controlling
shares held by LFH Portfolio Acquico S.À R.L. and ZNL Investment S.À R.L. Based on management analysis it
was assessed that as of the date of these financial statements the risk and rewards relating to the non-controlling
interest covered by the call option have already been transferred to GTC. The main reason behind such
conclusion was present intention of management to exercise the option at agreed timeline i.e. before 31 March
2025 (which has happened as described in section B of this note) and the fact that not exercising the call option
would trigger additional liabilities for the Group, including mandatory fixed dividends. Moreover, the exercise of
the option is a covenant in the debt financing explained in point C below and impacts the Participating Notes as
explained in point B below. Therefore, based on Management assessment, GTC has present obligation to realise
the call option and present access to returns associated to their ownership interest, and as a result non-
33
This percentage share does not reflect total participation as of 31 December 2024 due to aspects described in following
paragraphs.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
44
controlling shares of LFH Partner and ZNL were not recorded as NCI, but present value of the call option price
was recorded as financial liability in the consolidated financial statements in line Other financial liabilities.
Through realisation of the Call Option, the Group becomes a party to the Put and Call Options regarding the
non-controlling shares held in the Portfolio Partnerships and the Portfolio Companies. Through the Put and Call
Options the Group will have the option to call the remaining NCI related to Peach Group after 5/10 years, and
Peach Group will have the option to put the interests after 10 years to GTC Group. The exercise price in the Put
and Call Options is the higher of Floor of EUR 9 (which is minimum option price) and Fair Market Value of shares
the Portfolio Partnerships and the Portfolio Companies at the date of the exercise of the option. As required by
IAS 32 para 23 the Group recognized a liability for the put option at the present value of redemption amount. As
the price of the Put and Call Options is based on the market value, the Management considers that these Options
do not give the Group present access to returns associated with their ownership interest, therefore non-
controlling interest relating to Peach shares keeps being recognized in these consolidated financial statements.
A. Funding structure
The Transaction was funded through:
1. assumption of existing senior bank loans of approximately EUR 185.4 currently provided to certain project
companies by multiple banks including: DZ Hyp AG, Landesbank Baden-Württemberg, Sparkasse
Kaiserslautern, and Volksbank BRAWO eG;
2. issuance of 418 bearer participating series A notes, with a nominal value of EUR 100,051.17
34
each and a
total nominal value of EUR 42 (the “Participation Notes”), further described in letter B (Description of the
Participating Notes) below.
3. external financing obtained by GTC Group, further described in letter C (Debt financing) below.
B. Description of the Participating Notes
As the part of the Transaction, the Company has issued the Participating Notes, which were transferred to LFH
Portfolio Acquico S.À R.L., as an in-kind settlement of the portion of the purchase price under the share purchase
agreement concluded with LFH Portfolio Acquico S.À R.L. The Participating Notes were issued as participating
notes within the meaning of Article 18 of the Act of 15 January 2015 on Bonds (the “Bonds Act”) – ustawa o
obligacjach. The Participating Notes are unsecured, subordinated to all other liabilities owed to GTC's creditors,
and have a final effective maturity extending beyond all of GTC's debt (i.e. 2044).
Each year, if the General Meeting adopts a resolution on distribution of profit and payment of dividend (the
“Resolution”), the Participating Notes will entitle the noteholders to participate in the Company’s profit. If the
Resolution declares that no dividend is due, no payment will accrue or be payable for the Participating Notes. If
the Resolution declares that a dividend is to be paid, the amount payable for the Participating Notes will
correspond to the dividend amount attributable to a number of shares calculated as follows: (i) the aggregate
nominal value of the Participating Notes divided by (ii) the average GTC share price on the regulated market as
of 17 December 2024. Consequently, each of 418 Notes will entitle its holder to a payment corresponding to the
dividend payable for 107,628 shares in the Company’s share capital (in total, corresponding to the dividend due
out of 44,988,504 shares in the Company’s share capital).
The Participating Notes do not constitute convertible notes or notes with priority rights under the Bonds Act or
the provisions of the Act of 15 September 2000 – Commercial Companies Code (the “Commercial Companies
Code”) - kodeks spółek handlowych. However, under the terms and conditions of the Participating Notes, if GTC
Paula SARL exercises and settles the Call Option to purchase non-controlling shares held by LFH Portfolio
Acquico S.À R.L. and ZNL Investment S.À R.L before 15 April 2025, the Company will be entitled to exercise its
right to early redemption, provided that the General Meeting adopts a resolution to increase the Company’s
share capital (which would require the exclusion of pre-emptive rights of the Company’s shareholders) and/or
any other resolution which may be required to effectuate the exercise of the Company’s right to early redemption
(“Share Capital Increase”). If GTC Paula SARL fails to exercise and settle the Call Option before 15 April 2025,
the right to demand early redemption will pass to the Noteholder, subject to the relevant Share Capital Increase.
In each case, upon early redemption, the Participating Notes will be redeemed, with the redemption amount set
off against the subscription price of the Company’s shares to be subscribed for by the noteholder under the
34
Not in millions.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
45
Share Capital Increase, and, in particular, no additional redemption amount will be due, nor any cash payable to
the noteholders. The total number of new shares that the Noteholders will be entitled to subscribe for (or exercise
the right from subscription warrants entitling them to subscribe for) will equal the 44,988,504.
On 31 March 2025, GTC Paula SARL. exercised an option against LFH Portfolio Acquico S.À R.L. and ZNL
Investment S.À R.L. to purchase all of the shares held by LFH Portfolio Acquico S.À R.L. and ZNL Investment
S.À R.L. in Kaiserslautern I GmbH & Co. KG, Kaiserslautern II GmbH & Co. KG, Portfolio Kaiserslautern III
GmbH, Portfolio KL Betzenberg IV GmbH, Portfolio KL Betzenberg V GmbH, Portfolio Kaiserslautern VI GmbH,
Portfolio Heidenheim I GmbH, Portfolio Kaiserslautern VII GmbH and Portfolio Helmstedt GmbH (the “Call
Option”). Settlement of the Call Option has not yet occurred and is expected to occur by 30 April 2025.
Under the amended terms and conditions of the Participating Notes, if Paula SARL settles the Call Option before
30 April 2025, the Company will be entitled to exercise its right to early redemption of the Participating Notes,
provided that the General Meeting adopts a resolution to increase the Company’s share capital (requiring the
exclusion of pre-emptive rights of the Company’s shareholders) and/or any other resolution necessary to
effectuate the Company’s right to early redemption (the “Share Capital Increase”). Additionally, from 15 April
2025 onwards, the noteholder is allowed to request early redemption of the Participating Notes, subject to the
relevant Share Capital Increase.
In each case, upon early redemption, the Participating Notes will be redeemed by way of set-off against the
subscription price of the equity instruments to be subscribed for by the noteholder under the Share Capital
Increase, with no additional redemption amount due and no cash payable to the noteholder.
As of date of these financial statements the Call Option was exercised and Management’ intention is to settle
the Call Option in the agreed timeline, ie. by 30 April 2025.
In financial statements for the year ended 31 December 2024 participating notes are presented as equity
instrument in accordance with IAS 32 Financial instruments – presentation. This is primarily due to the fact that
if, in accordance with the resolution on the distribution of the Company's result, a dividend is not paid, no payment
under the Participating Bonds will be accrued or paid. In addition, early redemption at the Company's discretion
is implemented by issuing a fixed number of the Company’s shares for a fixed number of bonds, as determined
on the issue date. In summary, the Company as the issuer retains full unilateral freedom to avoid cash settlement
by converting the bonds into equity through the issue of subscription warrants resulting in new shares, which
ensures that the instrument is treated as equity. Although the right to early redemption is conditional on
exercising and settling the Call Option, the Management as at 31 December 2024 believed that the exercise of
the Call Option was within their control and already recognised the liability for that exercise as explained above,
which is confirmed by actual exercise on 31 March 2025 and the payment is expected to happen by 30 April
2025.
C. Debt financing
To provide additional financing for the Transaction, the Company has secured EUR 190 loan (the “Loan”), to be
granted by certain affiliates of The Baupost Group, L.L.C. and Diameter Capital Partners LP (the “Lenders”) on
terms and conditions set forth in the Term Facilities Agreement (the “Facility Agreement”) executed on 20
December 2024. The Loan is entered by an indirect subsidiary of the Company, GTC Paula SARL (the
“Borrower”), and is guaranteed in particular by the Company, and entities from GTC Group, on terms and
conditions set forth in the Facility Agreement. The Facility Agreement requires certain entities being members of
GTC Group to establish certain security interest as well as the subordination of liabilities (governed by local laws)
pursuant to agreements executed in particular with Agent and / or the Security Agent (as defined in the Facilities
Agreement). One of the covenants in the Loan contract is the exercise of the Call Option to purchase non-
controlling shares held by LFH Portfolio Acquico S.À R.L. and ZNL Investment S.À R.L.
D. Accounting treatment
Company performed detailed analysis of Transaction accounting treatment. Based on analysis of requirements
included in IFRS 10 Consolidated Financial Statements and IFRS 3 Business Combinations, Management
concluded that control was passed to GTC on 31 December 2024. The main reason behind such conclusion
was the ability to influence returns (i.e. power) which could be demonstrated before January 2025 when the
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
46
Transaction was closed from legal perspective. GTC was involved in operations of acquired portfolio and/or had
veto rights in decision-making. Furthermore, at the payment date which occurred on 30 December 2024 Peach
Group as the prior owner lost the authority to reverse any decisions made with collaboration with GTC. Although
the registration of transfer of shares in the Target Companies was completed on 6 January 2025, the shares
were on 31 December 2024 held by agent who confirmed the receipt of the payment and from the payment date
the Group had de facto decision making rights related to relevant activities.
Management performed the optional concentration test and observed that approximately 92% of the gross
assets acquired are related to the Investment Property being acquired, primarily consisting of similar assets -
residential units. As a result, the concentration test was passed, and the transaction is accounted for as an asset
acquisition. Since the concentration test is met, the set of activities and assets was determined not to be a
business, and no further assessment was required.
As a part of a concluded transaction based on IFRS 9 Financial Instruments Management Board identified other
obligations and material financial instruments as below:
- Minimum dividend payment obligation (EUR 4.9) as a contractual obligation to make yearly payments
to the minority shareholders i.e. Peach Partner and Peach KG. Amount of the obligation was calculated
using amortized cost method. As of 31 December 2024 EUR 4.8 presented as Liabilities for put options
on non-controlling interests and other long term payables and EUR 0.1 in Other financial liabilities.
- The Group did not recognize minimum dividend payment obligation towards LFH Portfolio Acquico S.À
R.L. and ZNL Investment S.À R.L – as explained above, based on Management assessment, GTC had
present obligation to realise the call option and present access to returns associated to their ownership
interest which releases the Group from further obligations towards LFH Portfolio Acquico S.À R.L. and
ZNL Investment S.À R.L. The Minimum dividend payment obligation is a contractual obligation to make
yearly payments to the minority shareholders i.e. LFH and ZNL. The amount of the obligation was
calculated using amortized cost method and as of 31 December 2024 is EUR 5.2 and is a contingent
liability due to the reasons explained above.
- As explained above, the Call Option for the minority shares of LFH Partner and ZNL was recognized
as a liability at the present value of the redemption amount to be paid to the non-controlling
shareholders under the call option (EUR 22.6). The Group also recognized a liability for the put option
for the non-controlling shares of Peach at the present value of the redemption amount to be paid to the
non-controlling shareholders (EUR 18.6). Subsequently, the changes in the carrying amount of the put
financial liability will be recognized in profit or loss, in accordance with IFRS 9. As of 31 December 2024
the liability relating to the put option presented in Liabilities for put options on non-controlling interests
and other long term payables.
- The Group also recognized a financial liability of EUR 9 regarding retained purchase price for
shareholder loans which will be paid together with the fee for the call option to LFH. As of 31 December
2024 presented in Other financial liabilities.
- Put and call option for 49% shares of PM Company with Peach Group with a fixed price of EUR 0.45.
Management assume that it will be exercised at end of 2027 so we recognized EUR 0.42 in long term
payables at amortised cost. Based on agreement with Peach, they are not entitled for any dividend or
share of profit, therefore no NCI is recognized.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
47
The following table shows the values of acquired portfolio used for the purpose of calculation purchase price:
Assets
Investment properties
447.6
Upstream loans receivables (Loans granted to Peach by acquired entities)
38.0
Other assets
10.2
495.8
Liabilities
Financial liabilities toward external banks
185.5
Loans received from Peach Group
69.7
Other liabilities
11.3
266.5
Net assets (100%)
229.3
Net assets acquired (without NCI part)
205.8
Settlement of loans to and from Peach Group
33.4*
Net assets adjusted by settlements of loans towards Peach Group
239.2
Net consideration paid in cash
(166.9)
Transaction costs related to the acquisition
(9.1)
Transaction costs not paid as of 31 December 2024
4.0
Expenditures from the purchase of completed assets
(172.0)
Total consideration increased by transaction costs
239.2
Consideration paid in cash
166.9
Issued participating notes in fair value
41.8
Liability due to exercise the call option
22.6
Transaction costs
9.1
Other adjustments reducing net consideration to be paid
(1.2)
* The amount of settlement of loans toward Peach Group relates to settlement of intercompany loans receivable
and payable outlined in separate lines above.
There is no significant difference between acquired equity and paid consideration.
E. Other
Transaction described above was not concluded with any related party.
For the detailed description of the transaction please refer to the current report no. 1/2025 from 2 January 2025.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
48
29. Long-term payables
The balance of long term payables as of 31 December 2024 and 31 December 2023 was as follows:
31 December 2024
31 December 2023
Provision for tax legal case - GTC S.A.
7.3
-
Minimum dividend payment
4.8
-
Liabilities related to retention
4.8
2.0
Liabilities for put options on non-controlling interests
(see note 28)
18.6
-
Other
4.7
3.2
Total
40.2
5.2
On 3 December 2024, the Company received a decision of the Head of the Opole Customs and Fiscal Office
(“OUCS”) dated 20 November 2024, issued as part of a tax investigation into the fulfilment of the payer's
obligations to collect flat-rate tax on income earned by non-residents from dividends (the “Decision”). The
proceedings concerned the Company's obligation to withhold flat-rate income tax on dividends for the 2017
financial year. The Company disagrees with the findings and the OUCS' position in the Decision and intends to
pursue all available legal remedies at a later stage. The Company has appealed the Decision, alleging violations
of both substantive and procedural law.
As of the date of approval of this financial statements, the second instance proceedings are pending. In the
financial statements for the year ended 31 December 2024, a provision of EUR 7.3 (including EUR 3.0 of interest
on tax arrears) was included.
30. Prepayments and other receivables
The balance of prepayments and other receivables decreased from EUR 52.4 as of 31 December 2023 to EUR
38.6 as of 31 December 2024.
The majority of decrease is related to utilisation of deposit for the purpose of Aurora bonds buy-back which was
transferred in 2023 to the Broker in the amount of EUR 29.5. Detailed description in note 9.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
49
31. Assets held for sale and liabilities related to assets held for sale
The balances of assets held for sale as of 31 December 2024 and 31 December 2023 were as follows:
Sale of GTC LCHD Projekt was finalized in July 2024. Transaction was completed with closing price in the value
of EUR 13.2, out of which EUR 11.4 already collected.
In December 2024, Glamp d.o.o. Beograd was reclassified to assets held for sale – further details about that
transaction are presented in note 9 Events in the period and 37 Subsequent events
In December 2024, land plot in Warsaw (Wilanów) was reclassified to assets held for sale in the amount of EUR
55. Sale was finalized in January 2025 – further details about that transaction are presented in note 37
Subsequent events.
The balances of liabilities related to assets held for sale as of 31 December 2024 and 31 December 2023 were
as follows:
32. Capital and Reserves
SHARE CAPITAL
As of 31 December 2024 and 31 December 2023 share structure was as follows:
Number of Shares
Total value in PLN
Total value in EUR
574,255,122
57,425,512
12,919,912
All shares are entitled to the same rights.
Shareholders who as at 31 December 2024, held above 5% of the Company shares were as follows:
• GTC Dutch Holdings B.V
• Powszechne Towarzystwo Emerytalne PZU S.A. (managing Otwarty Fundusz Emerytalny PZU “Złota
Jesień”)
• Powszechne Towarzystwo Emerytalne Allianz Polska S.A. (managing Allianz Polska Otwarty Fundusz
Emerytalny)
35
Balance consists mainly of investment property in the value of EUR 52.2.
36
Balance consists mainly of landbank in the value of EUR 61.8 and right of use in the amount of EUR 39.6.
37
Balance consists mainly of bank loan in the value of EUR 25.
38
Balance consists of lease liability.
31 December 2024
31 December 2023
Glamp d.o.o. Beograd
35
55.8
-
GTC LCHD Projekt
-
10.2
Landbank in Poland
36
101.4
3.4
Total
157.2
13.6
31 December 2024
31 December 2023
Glamp d.o.o. Beograd
37
29.6
-
Landbank in Poland
38
39.6
0.3
Landbank in Hungary
-
0.1
Total
69.2
0.4
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
50
CAPITAL RESERVE
Historically capital reserve represented a loss attributed to non-controlling partners of the Group, which
crystalized once the Group acquired the non-controlling interest in the subsidiaries of the Group. In the year
ended 31 December 2024 Company acquired German portfolio and as a result of that transaction in capital
reserve were recognised put option price for acquisition of minority shares held by Peach Group (EUR 18.6) and
minimum dividend payment obligation (EUR 4.9). For details please refer to note 28.
DISTRIBUTION OF THE 2023 PROFIT
On 26 June 2024, the Company’s shareholders adopted a resolution regarding the distribution of a dividend in
the amount of EUR 29.3 (PLN 126.3 million). The dividend was paid in September 2024.
33. Earnings per share
Basic earnings per share were calculated as follows:
Year ended
31 December 2024
Year ended
31 December 2023
Profit for the period attributable to equity holders
(in EUR)
50,900,000
10,500,000
Weighted average number of shares for
calculating basic earnings per share
574,255,122
574,255,122
Basic earnings per share (in EUR)
0.09
0.02
Year ended
31 December 2024
Year ended
31 December 2023
Profit for the period attributable to equity holders
(in EUR)
50,900,000
10,500,000
Weighted average number of shares for
calculating diluted earnings per share
619,243,626
574,255,122
Diluted earnings per share (in EUR)
0.08
0.02
Weighted average number of shares for calculating diluted earnings per share includes shares issued by
Company (574,255,122) and equivalent of 44,988,504 shares related to participating notes issued by the
Company (detailed description in note 28, section B).
There were no potentially dilutive instruments as at 31 December 2023.
34. Related party transactions
Transactions with the related parties are arm’s length transactions.
The transactions and balances with related parties are presented below:
Year ended
31 December 2024
Year ended
31 December 2023
Balances
Long term payable*
0.5
0.5
Trade payables and provisions*
-
0.7
(*) In relation to purchase price retention from the seller, an entity related to the majority shareholder.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
51
On 21 June 2024, GTC Elibre GmbH acquired investment property under construction (senior housing for rent)
in Berlin area from a party owned by the management board member, thus considered as related party
transaction (not associated with the majority shareholder), for the total consideration of EUR 32.0 (including
taxes and transaction costs). First instalment of EUR 12.0 was paid as a part of forward funding transaction and
legal title was transferred as of 25 June 2024. Price was based on independent valuation report prepared on
arm’s length basis. Remaining part described in note 35 (contingent liabilities).
Remuneration of the Management and Supervisory Boards of GTC S.A. for the year ended 31 December 2024
amounted to EUR 2.2 (including EUR 0.6 related to termination fees for former management board members).
Remuneration of the Management and Supervisory Boards of GTC S.A. for the year ended 31 December 2023
amounted to EUR 4.6 (including EUR 2.4 related to termination fees for former management board members)
and 1,250,000 phantom shares were vested
Valuation of share-based program as of 31 December 2024 was close to zero.
35. Commitments, contingent liabilities and guarantees
COMMITMENTS
As of 31 December 2024 (and as at 31 December 2023), the Group had contractual commitments in relation
to future capital expenditures on investment properties, amounting to EUR 77.7 (EUR 104.7 as at 31 December
2023). These commitments are expected to be financed from available cash and current financing facilities, other
external financing or future instalments under already contracted sale agreements and yet to be contracted sale
agreements.
CONTINGENT LIABILITIES
In reference to the transaction described in note 9 Events in the period regarding purchase of Elibre project, as
of 31 December 2024, there is the contingent liability for the amount of EUR 20 as the difference between
purchase price and already invested amount. That liability should be settled in cash received from future external
financing that is yet to be obtained. The amount will be due for payment only after certain milestones are
completed.
In reference to the transaction described in note 28 regarding minimum dividend payment obligation, as of 31
December 2024 there is a contingent liability for the amount of EUR 5.2 for LFH Portfolio Acquico S.À R.L. and
ZNL Investment S.À R.L. The amount will be due only if call option for the acqusition of minority shareholders is
not exercised by GTC.
In reference to the transaction described in note 28 there is a contingent liability regarding call and put option for
non-controlling interest of Peach. Management assumption it will not be executed before 10 years due to adverse
impact for the seller. Potential impact is EUR 9, which is the floor price of that option.
GUARANTEES
As of 31 December 2024 English law governed guarantee granted by Globe Trade Centre S.A. (“GTC SA”)
under the term facilities agreement dated 20 December 2024 concluded between, among others, GTC Paula
SARL as borrower, GTC SA, GLAS SAS, Frankfurt Branch as Agent and Global Loan Agency Services GMBH
as Security Agent (the “Facilities Agreement”). GTC SA granted an irrevocable and unconditional guarantee in
favour of each Finance Party (as defined in the Facilities Agreement
39
) for punctual performance of the Obligors’
obligations under the Finance Documents (as defined in the Facilities Agreement) and for payment of any
amount due under the Finance Documents by any Obligor, including inter alia, principal, interest (including
39
as of the date of the Facilities Agreement: 1. GTC Paula SARL, 2. GTC SA, 3. GTC Holding SARL, 4. GTC Origine Investments
Ingatlanfejlesztő Zártkörűen Működő Részvénytársaság, 5. Portfolio Heidenheim I November, 6. Portfolio Helmstedt November, 7. Portfolio
K'lautern I November, 8. Portfolio K'lautern II November, 9. Portfolio K'lautern III November, 10. Portfolio K'lautern IV November (Sic!), 11.
Portfolio K'lautern VII November, 12. Portfolio KL Betzenberg IV November, 13. Portfolio KL Betzenberg V November, 14. GTC UNIVERZUM,
15. GTC KOMPAKTLAND, 16. GTC ADA
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
52
default interest), commissions and other claims. The guarantee is a continuing guarantee and will extend to the
ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate
payment or discharge in whole or in part. The guarantee is valid until all amounts which may be or become
payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full.
In the year ended 31 December 2024 Company sold shares in GTC Seven Gardens d.o.o. One of the
subsequent condition is repayment by the Buyer of bank loan. For the scenario when Buyer cannot fulfil that
requirement GTC SA provided joint and several guarantee to Erste for all present and future monetary obligations
of GTC Seven Gardens d.o.o. („GTC Seven Gardens“) under or in connection with the term facility agreement
dated 25 April 2023 between Erste and GTC Seven Gardens d.o.o. (the „Facility Agreement“) or any other
Finance Document (as defined in the Facility Agreement), whether expressed as principal, interest, default
interest, fees, provisions, commissions, costs, expenses, taxes or damages, including any claim that Erste may
have against GTC Seven Gardens as a result of the Facility Agreement being set aside or declared null and
void. The joint and several guarantee is valid until all claims under the Facility Agreement and other Finance
Documents are irrevocably and unconditionally paid in full.
Simultaneously, on 13 January 2025, the Company received a guarantee from the purchaser of GTC Seven
Gardens d.o.o., under which the purchaser undertakes to cover all claims against Erste that will be brought
against the Company.
Additionally, the typical warranties are given in connection with the sale of assets ,to guarantee construction
completion and to secure construction loans (cost-overruns guarantee). The risk involved in the above warranties
and guarantees is very low.
CROATIA
In relation to the Marlera Golf project in Croatia, a part of the land is leased from the State. From 2014 there are
two open court cases. During 2024, an agreement was reached with the expropriator, and a purchase agreement
was concluded based on which Marlera acquired ownership of the property. A joint submission was sent to
suspend the expropriation procedure. The exposure is covered by a provision in the amount of EUR 1.4.
36. Financial instruments and risk management
The Group’s principal financial instruments comprise bank and shareholders’ loans, bonds, hedging instruments,
trade payables, and other long-term financial liabilities. The main purpose of these financial instruments is to
finance the Group’s operations. The Group has various financial assets such as trade receivables, loans granted,
derivatives, non-current financial assets, cash and short-term deposits. The Group’s financial assets at
amortised cost include trade receivables, loans to associate, short-term deposits under current financial assets
and cash and cash equivalents.
The main risks connected with the Group’s financial instruments are cash flow interest risk, liquidity risk, foreign
currency risk and 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 because
of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates
primarily to the Group’s long-term debt obligations with floating interest rates and loans granted to non-controlling
interest partner.
The Group has a portfolio of fixed and variable rate loans and borrowings. The Group’s policy is to minimize
interest rate risk, by entering into interest rate swaps or interest rate cap transactions.
As at 31 December 2024, 95% of the Group’s long-term loans and bonds are hedged (as at 31 December 2023
– 95%).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
53
For 2024, a 150bp increase in EURIBOR rate would lead to EUR 1.1 change in result before tax. For 2023, a
150bp increase in EURIBOR rate would lead to EUR 1 change in result before tax.
FOREIGN CURRENCY RISK
The Group enters into transactions in currencies other than the functional currency of the Group’s subsidiaries.
Therefore, it hedges the currency risk by matching the currency of the inflow (rents) with the currency
of the outflows. Also cash and cash equivalents are kept in the same currency.
Exchange rates as of 31 December 2024 and 2023 were as following:
31 December 2024 31 December 2023
PLN/EUR 4.2730 4.3480
HUF/EUR 410.09 382.78
The table below presents the sensitivity of profit (loss) before tax due to changes in foreign exchange rates:
2024
2023
PLN/Euro
PLN/Euro
Rate/Percentage of
change
4.7003
(+10%)
4.4867
(+5%)
4.0594
(-5%)
3.8457
(-10%)
4.7828
(+10%)
4.5654
(+5%)
4.1306
(-5%)
3.9132
(-10%)
Cash and blocked deposits
(1.8)
(0.9)
0.9
1.8
(2.6)
(1.3)
1.3
2.6
Trade and other receivables
(0.2)
(0.1)
0.1
0.2
(0.2)
(0.1)
0.1
0.2
Trade and other payables
1.0
0.5
(0.5)
(1.0)
1.3
0.7
(0.7)
(1.3)
Land leases
1.9
0.9
(0.9)
(1.9)
3.3
1.6
(1.6)
(3.3)
Total
0.9
0.4
(0.4)
(0.9)
1.8
0.9
(0.9)
(1.8)
There is no currency risk related to bonds denominated in HUF as they are fully hedged. Exposure to other
currencies and other positions in the statement of financial position is not material.
The potential theoretical impact on the currency exposure if the Group would have not hedged the HUF Bonds
is as following:
Percentage of change in
FX rate
(-10%)
(+10%)
Bonds in HUF
16.1
(13.2)
CREDIT RISK
Credit risk is the risk that a party to a financial instrument will fail to discharge an obligation. To manage this risk,
the Group periodically assesses the financial viability of its counterparties. The Group does not expect any
counterparty to fail in meeting their obligations. The Group has no significant concentration of credit risk with any
single counterparty or Group counterparties, except for the issuer of the notes disclosed in note 18 and banks
which deposits Group’s cash and cash equivalents disclosed in note 23.
With respect to trade receivables and other receivables that are neither impaired nor past due, which were not
secured, there are no indications as of the reporting date that those will not meet their payment obligations.
As of the reporting date there are no material impaired receivables.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
54
With respect to loan granted to non-controlling interest it was assessed in Stage 1 as defined by IFRS 9 Financial
instruments.
With respect to credit risk arising from the other financial assets of the Group, which comprise cash and cash
equivalents, and blocked deposits, the Group’s exposure to credit risk equals the carrying amount of these
instruments.
There are no material financial assets as of the reporting dates, which are overdue or impaired.
LIQUIDITY RISK
As at 31 December 2024, the Group holds cash and cash equivalents (as defined in IFRS) in the amount
of EUR 55.2 and blocked deposits received from tenants in the amount of EUR 19.4. As described above, the
Group attempts to efficiently manage all its liabilities and is currently reviewing its funding plans related to: (i)
debt servicing of its existing assets portfolio; (ii) capex; and (iii) development of commercial properties. Such
funding will be sourced through available cash, operating income, sales of assets and refinancing. The
Management Board believes that based on its current assumptions, the Group will be able to settle all its liabilities
for at least the next twelve months.
The table below summarises the maturity profile of the Group’s financial liabilities based on contractual
undiscounted payments
as of 31 December 2024:
On-demand
Less than 3
months
3 to 12
months
1 to 5 years
> 5 years
Total
Trade payables and
provisions
40
2.0
39.3
13.5
1.1
1.1
57.0
Other financial liabilities
-
-
31.7
-
-
31.7
Borrowings with interests
-
107.5
159.9
1,214.6
362.3
1,844.3
Long-term payables
-
-
-
19.2
21.0
40.2
Deposits from tenants
0.8
0.2
2.6
11.3
4.5
19.4
Lease liabilities
-
2.5
0.8
15.0
174.1
192.4
Derivatives
-
-
-
12.1
25.1
37.2
Total
2.8
149.5
208.5
1,273.3
588.1
2,222.2
as of 31 December 2023:
On-demand
Less than 3
months
3 to 12
months
1 to 5 years
> 5 years
Total
Trade payables and
provisions
41
2.1
15.4
11.9
-
-
29.4
Borrowings with interests
1.2
8.9
60.1
1,097.9
203.3
1,371.4
Long-term payables
-
-
-
5.2
-
5.2
Deposits from tenants
0.4
0.1
2.1
10.7
2.2
15.5
Lease liabilities
-
1.1
0.4
7.7
74.5
83.7
Derivatives
-
-
-
3.5
15.2
18.7
Total
3.7
25.5
74.5
1,125.0
295.2
1,523.9
The above table in line Long-term borrowings with interests does not contain payments relating to the market
value of derivative instruments. The Group hedges significant part of the interest risk related to floating interests
rate with derivative instruments. Management plans to refinance some long-term borrowings, presented in the
table above.
All derivative instruments mature within 1-10 years from the balance sheet date.
Long term lease represents lease payments for land subject to perpetual usufruct payments with maturity of 33
- 87 years.
40
Amount without advances to contractors and short-term part of lease liabilities.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
55
FAIR VALUE
As of 31 December 2024, 60% of all bank loans bear floating interest rate (80% as of 31 December 2023).
However, as of 31 December 2024, 88% of these loans is hedged (92% as of 31 December 2023).
As of 31 December 2024 there are no bonds with floating interest rate. As of 31 December 2023 there are no
bonds with floating interest rate.
For information related to loans granted/received from non-controlling interest please refer to note 25.
Due to the significant increase of interest rates in the counties in which the Group operates, the fair value of the
HUF Bonds significantly differs from its carrying value. It is due to the fact that all the HUF bonds as of the
31 December 2024 bear a fixed interest rate until maturity, however these bonds are hedged with cross-currency
interest rate swaps.
Market values and fair values of bonds as of 31 December 2024 and 31 December 2023 are presented below:
For carrying amount of bonds please refer to note 26.
Fair value of all other financial assets/liabilities is close to the carrying value.
For the fair value of investment property, please refer to note 17.
For the fair value of non-current financial assets, please refer to note 18.
FAIR VALUE HIERARCHY
As at 31 December 2024 and 2023, the Group held several derivatives carried at fair value in the statement
of financial position.
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments
by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities,
Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are
observable, either directly or indirectly,
Level 3: techniques that use inputs that have a significant effect on the recorded fair value that are not based
on observable market data.
Valuations of derivatives are considered as level 2 fair value measurements. During the years ended
31 December 2024 and 31 December 2023, there were no transfers among Level 1, Level 2 and Level 3 fair
value measurements in respect to financial instruments.
41
Fair value at level 2 was calculated based on assumption of market interest rate of 15%.
42
Fair value at level 1 - https://www.boerse-frankfurt.de/bond/xs2356039268-gtc-aurora-luxembourg-s-a-2-25-21-26
Series of bonds
31 December 2024
31 December 2023
Green bonds maturing in 2027-2030 (HU0000360102)
41
43.1
51.6
Green bonds maturing in 2028-2031 (HU0000360284)
42
23.4
27.4
Green bonds maturing in 2026 (XS2356039268)
42
451.2
368.1
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions of EUR)
56
OTHER RISKS
Further risks are described in the Management Report as of 31 December 2024.
CAPITAL MANAGEMENT
The primary objective of the Group’s capital management is to provide for operational and value growth while
prudently managing the capital and maintaining healthy capital ratios in order to support its business and
maximise shareholder value.
The Group manages its capital structure and adjusts it to dynamic economic conditions. While observing the
capital structure, the Group decides on its leverage policy, loans raising and repayments, investment
or divestment of assets, dividend policy, and capital raise, if needed.
No changes were made in the objectives, policies, or processes during the years ended 31 December 2024 and
31 December 2023.
The Group monitors its loan-to-value ratio (“LTV”), calculated as (gross project and corporate debt - cash and
deposits) / real estate investment value (including non-current financial assets). The Group’s long-term strategy
is to keep its LTV at a level of 40%. As of 31 December 2024, LTV was 52.7% (49.3% as 31 December 2023).
37. Subsequent events
On 17 January 2025, the Group finalize the sale of land plot in Warsaw (Wilanów district). The selling price under
the agreement is EUR 55.0 which was equal to value presented in assets held for sale as of 31 December 2024.
Transaction was not concluded with any related party.
On 31 January 2025, the Group finalized the sale of the entire share capital of Serbian subsidiary Glamp d.o.o.
Beograd (Project X) for EUR 22.7 (net of cash and deposits in sold entity) which was close to the amount
presented in assets held for sale as of 31 December 2024. Transaction was not concluded with any related
party.
On 31 January 2025, GTC Origine Investments Pltd, a wholly-owned subsidiary of the Company signed
a business quota swap agreement to purchase 100% of shares of Chino Invest Ingatlanhasznosító Kft and
Infopark H Építési Terület Kft for exchange of shares in subsidiaries: GTC VRSMRT Projekt Kft and GTC Trinity
d.o.o. and 3rd party bonds owned by GTC Origine Investments Pltd. The total fair value of the deal was EUR
14.8. The transaction required no cash settlement. The two acquired companies own over 6,800 sqm residential
plots in Budapest, that provide opportunity for GTC to participate in the booming residential developments in
Hungary. Transaction was not concluded with any related party.
On 24 February 2025, GTC Galeria CTWA sp. z o. o., the Company’s wholly owned subsidiary, signed
a prolongation of the existing facility with Erste Group Bank AG and Raiffeisenlandesbank Niederosterreich-
Wien AG. Final repayment date was extended by 5 years from the signing date.
Events related to the acquisition of German portfolio which occurred after balance sheet date are described in
note 28.
38. Approval of the financial statements
The financial statements were authorised for the issue by the Management Board on 29 April 2025.
