SWI Capital
Holding Ltd.
Annual Report
2025
(previously Icona Asia Pacific Holding PTE. Ltd.
and SWI Capital Holding PTE. Ltd.)
Table Of Contents
Board Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Letter to Shareholders
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Group Overview
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Business Model & Investment Strategies
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
Shareholding Structure
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
Financial Highlights
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Leadership
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Portfolio
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Risk Management, Risks and Control System
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Governance Report
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Responsibility Statement
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
Sustainability
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
Independent Auditor’s Report
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 180
Additional Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .183
Key Contacts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .187
01
Board
Report
4
Letter to Shareholders
Dear Shareholders,
The nancial year 2025 was a pivotal year for our Group — our rst complete year of operations following the consolidation
under the same holding entity in 2024, and the one during which the foundations of a truly institutional platform were laid. Our
teams demonstrated their capacity to execute with discipline and conviction, advancing simultaneously on multiple strategic
fronts. We consolidated the Group’s structure, continued our diversication, and made decisive progress toward the operational
phase of our key assets.
Among the year’s dening achievements, the preparation of our listing on Euronext Amsterdam stands as a landmark moment.
The admission of our shares to trading in February 2026, at a reference price of € 3,76 per share — and a market capitalisation
reaching € 2,6 billion by end of March — is the culmination of sustained work to build a Group worthy of the public markets:
one that combines institutional-grade governance, transparent reporting, and a diversied portfolio of high-quality assets. This
new dimension opens signicant perspectives and strengthens our credibility with all stakeholders as we enter an accelerated
phase of development.
Key Highlights of 2025
The strategic turn toward digital infrastructure and articial intelligence that was initiated some ve years ago has proven both
prescient and timely. With ve European hyperscale data centre projects under active development through our AiOnX platform
— spanning the United Kingdom, Ireland, Spain, Italy, and Denmark — and a total projected power capacity of 2.3 GW, we have
built one of the most signicant development pipelines in European data centre infrastructure. Our latest acquisition, Cambridge
Innovation Campus, with its 530 MW of secured power at the heart of the UK’s Golden Triangle, is a powerful illustration of this
momentum.
Still in the digital space, the subsequent contemplated acquisitions of a majority stake in Polarise — a European NVIDIA Cloud
Preferred Partner — and of a signicant interest in a U.S. digital infrastructure platform, conrm the breadth and ambition of our
strategy: to build a vertically integrated platform spanning physical infrastructure, GPU-as-a-Service, and AI compute across
both sides of the Atlantic.
The successful integration of the Stoneweg group represents another dening milestone of the year. By becoming the majority
shareholder of Stoneweg and taking effective control of Stoneweg Global Platform SCSp, we have welcomed into the Group a
world-class team of real estate professionals managing approximately € 10 billion in assets under management across Europe,
the United States, and Asia. This integration is genuinely transformative: it strengthens our deal ow capabilities, deepens our
asset management expertise, and brings with it the proven infrastructure of an institutional-grade investment platform. We are
particularly proud that the Stoneweg European REIT (SERT) — a Singapore-listed vehicle for which Stoneweg acts as asset and
property manager — has recently conrmed its investment grade rating, a testament to the quality and resilience of the portfolio
and the strength of its management team.
Our real estate portfolio has continued to grow with discipline and purpose. The acquisition in August 2025 of a prime ofce
building in Geneva — fully refurbished, ESG-compliant, and immediately income-generating under a long-term lease with a
BBB/A-2 rated banking tenant — exemplies our approach to direct real estate: selective, cash-ow focused, and anchored in
supply-constrained markets.
Financial Performance and Outlook
The Group’s nancial position reects the strength of our strategy and the quality of our assets. The Consolidated statement
of nancial position grew to € 3,3 billion as at 31 December 2025, driven by continued fair value appreciation across our data
centre portfolio and the integration of the Stoneweg group. Our Adjusted NAV reached € 1,5 billion marking a 25% increase
year-on-year. The Group maintains a conservative Net LTV of 15,3%, providing ample capacity to fund the next phases of
development without compromising balance sheet resilience. The market’s response to our listing on Euronext Amsterdam has
been highly encouraging: as of 31 March 2026, our share price stood at € 5,50, representing a 46% increase from the reference
price— a clear endorsement of the Group’s strategy and growth potential. The March 2026 private placement of € 260 million,
placed at € 5,20 per share, further demonstrates the depth of demand for our businesses.
5
Looking Ahead
We enter 2026 with a clear sense of purpose and the platform to match our ambitions. Our data center assets are progressing
toward their operational phases; our real estate portfolios continue to generate recurring income; and our Stoneweg teams
bring the deal origination capability and asset management depth to sustain long-term value creation across the full portfolio.
With the institutional credibility of a listed company, a conservative balance sheet, and a team whose expertise spans data
centers, real estate, and nancial services, we are well positioned to seize the opportunities ahead — in sectors where demand
is structurally compelling and where the Group has built, over years of patient work, a genuine competitive advantage.
Sincerely,
Max-Hervé George
Chief Executive Ofcer
6
SWI Capital Holding Ltd. (previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.) (the “Company”) is
the main holding and listing entity of the Group. Together with its consolidated subsidiaries, the Company is referred to in this
Annual Report as the “Group”.
The Company was incorporated in August 2024 as a private company limited by shares incorporated under the laws of Singapore,
as a holding company following a global restructuring of investments held by Mr. Max-Hervé George. The establishment of the
Company and the formation of the Group has consolidated investments across Europe, North America and Asia Pacic into a
single holding structure focused on alternative investments, real estate assets, Data centers and nancial services.
The Company was converted from a private company to a public company limited by shares pursuant to a special resolution
passed on 30 January 2026 and the Constitution was amended accordingly. In connection with this, the Company changed its
name from SWI Capital Holding Pte. Ltd. to SWI Capital Holding Ltd. Subsequently on 19 February 2026, the Company was
admitted to listing and trading on Euronext Amsterdam under the ticker SWICH. The listing marks a key strategic step which will
enhance the Company’s visibility and provide broader access to capital and a widen the investor base.
As of 31 December 2025, the Group’s consolidated balance sheet totalled approximately € 3,3 billion. The Group also consolidates
Stoneweg S.A. and Stoneweg Global Platform SCSp (jointly the “Stoneweg group”) – which comprise the Group’s dedicated real
estate assets and alternative investment management platform and a core component of the Group’s investment capabilities.
The Stoneweg group manages approximately € 10 billion in assets under management.
The Group is currently in a phase of expansion and its primary strategic focus is the development of its Data center projects held
through AiOnX, the Group’s Data center platform which forms the core of the Group’s growth trajectory which focuses on the
acquisition, development, and construction of new Data center assets, before transitioning those assets into operational stages
that generate recurring revenue and cash ow.
Most recently the Company has also been expanding geographically into the US market in particular in the Data center segment,
with a focus on assets that are ready for a pivot to AI and high performance computing facilities.
Today the Group operates as a global investment platform, active in the development, acquisition, and management of Data
centers, real estate, nancial institutions, and alternative investments.
The Group’s objective is to deliver sustainable growth and long-term value creation through a diversied portfolio of assets,
strategic partnerships, and active asset management. It leverages deep industry expertise and a global network to identify
superior investment opportunities and unlock value across market cycles and geographies.
€1.5bn
Adjusted NAV
15.3%
Net LTV
€
€3.3bn
Total consolidated assets
€
As at 31 December 2025
INTERNATIONAL & DIVERSIFIED PLATFORM
POSITIONED FOR LONG-TERM GROWTH
Group Overview
7
Stoneweg and Icona Capital have collaborated on numerous transactions since Icona Capital’s
inception, making the consolidation a natural step to leverage both platforms’ strengths. The
highlights of this collaboration include:
Stoneweg
Icona Capital SWI Group
The Group Genesis And Evolution
2016
Founding of
Stoneweg
2019
Launch of Spanish PRS
and US GP Fund
2020
hospitality
2021
Stoneweg US
Strategy Expansion
2022
Launch of Last Mile
Logistics
2023
Creation of SW Places
& Experiences
2016
Varia US listed with
SIX
2023
Launch of SW US
Development Fund
2019
Founding of
Icona Capital
2020
First Acquisition
and Sale of DC Asset
2021
DC expansion:
Ireland
2022
Hospitality
Investment
2023
Icona Capital becomes
strategic shareholder
of Stoneweg
2019
Equity investment
in a financial
institution
2020
Launch of Data
Center platform
2021
DC expansion:
Spain
2021
DC expansion:
Denmark
2019
Commercial Real
Estate Acquisition
United Kingdom
2024
Launch of SWI
Group
2025
SW & Pictet launch
new Dutch logistics
platform 'Axis'
2026
Acquiring significant
stake in US Data
Center company
2026
SW plans €1bn in
European Residential
investment in 2026
2024
Acquisition of material
stake in REIT and
Cromwell EU Asset
Manager
2025
DC expansion:
United Kingdom
2026
Listed on
Amsterdam
Euronext
2024
DC expansion:
Italy
2025
Expansion in the
US
2026
Majority stake in
Polarise (Nvidia
preferred partner)
2024
Equity investment
in a financial
institution
8
Data
Centers
AiOnX, a 2.3GW +
Data center
platform of five
large-scale
campuses across
key European
markets (Ireland,
UK, Spain, Italy
and Denmark).
Investments in
publicly traded
securities, fixed
income
instruments,
hedge funds, and
other liquid
alternative
assets.
Value-add
special situations
deals targeting
companies with
turnaround
potential.
Financial
Institutions
Strategic stakes
in regulated
entities and
diversified
financial
institutions.
Investments in
listed RE
platforms – SERT
(SGX) and Varia
US (SIX);
Direct RE
investments into
mainly European
assets, including
Geneva and
London.
Asset
Management
Business with
€10 Billion AUM
Real
Estate
Icona Racing and
broader
investments in
sports and
entertainment
ventures
leveraging
partnerships with
elite athletes and
organizations
Other
Strategies
Liquid
Strategies
Special
Situations
Sports &
Entertainment
SWI Capital Holding Ltd. (previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.) is a holding company
which jointly with its subsidiaries comprises a global diversied investment platform whose activities are organized across six
core segments. Each segment is managed through dedicated platforms and teams, with oversight by the Group’s executive
management. While the Group maintains a diversied approach, its allocation of resources reects strategic priorities aligned
with market opportunities and long-term value creation.
Business Model & Investment Strategies
Core Strategies
9
Shareholding Structure
Capital Structure
The Company’s share capital consists of Ordinary Shares. As at 31 December 2025, the Company’s issued share capital is €
562.002.548,03 comprising 430.561.189 Ordinary Shares. All issued Ordinary Shares have been created in accordance with
Singapore law. Subject to any rights or restrictions attached to any class of shares, each Ordinary Share in the Company
confers the holder of the share the right to vote on a poll at the meeting of the Company in any resolution.
Each share carries one vote at the general meeting of shareholders and confers equal rights to participate in the prots and
reserves of the Company. As at 31 December 2025, the Company has not issued any prot-sharing certicates, non-voting
shares or shares carrying limited rights to participate in the prots or reserves of the Company. The Company is not aware of
any restrictions on the exercise of voting rights other than those arising under applicable law, the Company’s Constitution or
relevant regulations governing the holding of securities.
There are no restrictions on the transfer of shares in the capital of the Company other than those arising under applicable law,
the Company’s Constitution and the rules governing the relevant book-entry system.
The Company’s share capital at incorporation amounted to € 20 thousands and the capital was increased in September
and December 2024, when the Controlling shareholder and founder contributed in kind assets for a total value of € 345.516
thousands in exchange for issuance of shares by the Company.
Set out below is an overview of the Company’s issued Ordinary Shares in the Company’s capital at the relevant dates.
Total value
No. Shares
Value per
share
Total value of
Ordinary Shares
Fully Paid Unpaid
No. EUR/Share EUR EUR EUR
As at 27 August 2024 20.000 1,00 20.000 - 20.000
As at 31 December 2024 345.535.547 1,00 345.535.547 345.515.547 20.000
As at 31 December 2025 430.561.189 1,31 562.002.548 561.982.548 20.000
The Company has not issued any shares carrying special control rights.
Warrants
Pursuant to a warrant agreement dated 19 December 2025 (the “Warrant Agreement”) the Company granted to a third party
(in consideration for certain services provided to the Company and its afliates), the right to subscribe for and acquire Ordinary
Shares - subject to the terms of the Warrant Agreement. As at 31 December 2025 these are of € 5 million countervalue and have
not been exercised to the date of this report. The warrant is exercisable for a period of ve years commencing on 19 February
2026.
Signicant Shareholdings
As at 31 December 2025 the Company shareholding structure was as follows:
Shareholder Number of Ordinary Shares Ownership % Voting rights %
Max-Hervé George (directly and indirectly) 345.535.547 80,2523% 80.2523%
Philae Real Estate SA 20.485.892 4,7580% 4.7580%
ICF SPC – BG 64.539.750 14,9897% 14.9897%
Total 430.561.189 100,000% 100,000%
Max-Hervé George is an individual shareholder and is not controlled by another entity.
One of Philae Real Estate S.A.’s ultimate benecial owners, Mr. Jaume Sabater, is a member of the Board following the Com-
pany listing on Euronext Amsterdam. Philae Real Estate S.A. is considered a related party of the Group.
ICF SPC-BG is a separate segregated portfolio (compartment) of ICF SPC Fund. Its sole investor is MSB Trust, which owns 100%
of the economic rights of ICF SPC – BG compartment.
10
Furthermore, 100% of the voting participating shares issued by ICF acting on behalf of any of its segregated compartments and
100% of the management shares (having voting rights) issued by ICF SPC; are held by the Controlling shareholder.
Accounting for the descriptions in this section, Mr. Max-Hervé George ultimately held, as at 31 December 2025 ( prior to the
Company listing), directly and indirectly, 95,242% of the voting rights in the Company.
Employee share schemes
The Group operates different long term incentive programs designed to retain key individuals and align employee and
management interests with the long-term strategic objectives of the Group. These programs vary across jurisdictions and
subsidiaries, reecting local market practices and, where applicable, regulatory requirements.
The Group has short-term and long term incentive arrangements and performance based remuneration schemes which
include: (i) one-off retentions plans; (ii) deferred bonus schemes (cash or in-kind); (iii) share based payments involving shares of
subsidiaries and strategic investments made by the Group (mainly Stoneweg Global Platform SCSp units and SERT shares) as
well as (iv) arrangements including prot sharing and carried interest structures.
The Company does not operate employee share ownership schemes in which control rights are not exercised directly by
employees.
Restrictions on Voting Rights
The quorum for a General Meeting is two members (i.e. shareholders) present in person. If the Company has only one member,
a resolution may be passed by that sole member recording and signing the resolution. For the purposes of quorum, a “member”
includes a person attending as a proxy or as a representative of a corporation or limited liability partnership that is a member.
Each Ordinary Share confers the right to cast one vote in the General Meeting. All Ordinary Shareholders share the same voting
rights. Each member entitled to vote may do so in person or by proxy. On a poll, every shareholder present in person or by proxy
or other duly authorized representative has one vote for each share the shareholder holds. In the case of joint holders, the vote of
the senior who tenders a vote, whether in person or by proxy, is accepted to the exclusion of the votes of the other joint holders.
Other than the above mentioned, as at 31 December 2025 there are no restrictions by the Company on the transfer of shares or
any restrictions on voting rights.
Appointment and Dismissal of Board Members
The appointment and removal of members of the Board of Directors are governed by the Company’s Constitution and applicable
provisions of the Singapore Companies Act. Directors may be appointed either by the Board to ll a casual vacancy or as an
addition to the existing Board, or by the shareholders through an ordinary resolution passed at a general meeting. The total
number of Directors may be increased or reduced by the shareholders through an ordinary resolution.
A Director may be removed from ofce before the expiration of his or her term by an ordinary resolution of the shareholders
in a general meeting. In addition, the ofce of Director may become vacant under circumstances specied in the Constitution
and applicable law, including resignation, disqualication under the Companies Act, bankruptcy, mental incapacity, prolonged
absence from Board meetings without permission, or where the Director is requested to resign by the remaining Directors.
The number of directors all of whom shall be natural persons shall not be less than one. The company may from time to time by
ordinary resolution passed at a general meeting increase or reduce the number of directors.
Powers of the Board
Under the Constitution, the management of the Company’s business is vested in the Board of Directors. The Board has the
authority to exercise all powers of the Company except for those powers which are required by law or by the Constitution to be
exercised by shareholders in a general meeting.
The Board is responsible for directing and supervising the Company’s activities and may, among other things, borrow money,
create security over the Company’s assets, issue debentures or other securities, and appoint attorneys or delegates to act on
behalf of the Company. The Board may also delegate specic powers to committees, managing directors or other ofcers of the
Company, subject to any limitations set out in the Constitution or applicable law.
11
Borrowing Powers
The directors may exercise all the powers of the Company to do all or any of the following for any debt, liability, or obligation of
the company or of any third party:
a) borrow money;
b) mortgage or charge its undertaking, property, and uncalled capital, or any part of the undertaking, property and uncalled
capital; or (c) issue debentures and other securities whether outright or as security.
Appointment Of Power Of Attorney
The directors may from time to time by power of attorney appoint any corporation, rm, limited liability partnership or person
or body of persons, whether nominated directly or indirectly by the directors, to be the attorney or attorneys of the company for
the purposes and with the powers, authorities, and discretions (not exceeding those vested in or exercisable by the directors
under this Constitution) and for a period and subject to any conditions as the directors may think t. Any such powers of attorney
granted may contain provisions for the protection and convenience of persons dealing with the attorney as the directors think
t and may also authorize the attorney to delegate all or any of the powers, authorities, and discretions vested in the attorney.
Signing Authority
All cheques, promissory notes, drafts, bills of exchange, and other negotiable instruments, and all receipts for money paid to the
Company, must be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, as the directors from time to
time determine.
Minutes Of Meetings
The directors must cause minutes to be made of all of the following matters:
(a) all appointments of ofcers to be engaged in the management of the Company’s affairs;
(b) names of directors present at all meetings of the company and of the directors; and
(c) all proceedings at all meetings of the company and of the directors.
The minutes referred to in paragraph above must be signed by the chairman of the meeting at which the proceedings were held
or by the chairman of the next succeeding meeting.
Where the Company has only one member or only one director, a minute signed by the sole member or sole director stating that
any act, matter or thing or any ordinary or special resolution has been performed or duly passed by a meeting of the company
or a director’s meeting, as the case may be, the act, matter or thing or any ordinary or special resolution shall for all purposes, be
deemed to have been performed or passed by a meeting of the company or a director’s meeting.
Change of Control Provisions in Material Agreements
The Group is party to a number of agreements (typically nancing agreements and leases) that include customary change
of control (“CoC”) provisions. These provisions are intended to protect the counterparty by enabling them to reassess credit
exposure and, where applicable, require prepayment, consent or notication in the event of changes in ownership or control of
the relevant borrower entities or their upstream holding structures.
In the following section we summarise such provisions embedded in agreements which the Group deems as material:
i. The Platform ICAV – Liffey Sub-Fund (the entity owning the Kildare Innovation Campus asset, being an umbrella fund
with segregated liability, which the Group has an economic interest accounted for as a joint venture ) signed a senior
facility agreement with a UK-based nancial institution to nance the development of Kildare Innovation Campus for a
total amount up to € 340 million. The respective nancing documentation contains a detailed and multi-layered change of
control framework reecting the complexity of the Group’s investment structure. Change of control triggers include direct or
indirect loss of control (with several trigger thresholds) via shareholding or voting and even change of the General Partners.
As further claried in the Subsequent events section of this Board Report the Company acts as a Sponsor for the respective
facility agreement with a liability cap of € 14 million.
ii. The facility agreement of the Pregnana Innovation Campus includes a change of ownership mechanism linked to the holding
of notes issued by the borrower, reecting the securitised nature of the transaction.
12
iii. The facility agreement concerning Schönried project obligation to promptly disclose any changes relating to their legal
structure, ownership, management or ultimate benecial ownership.
iv. The nancings relating to the Swiss ofce property and the London ofce property include default provisions triggered by
any direct or indirect change in ownership or structure without prior lender consent.
v. The Platform ICAV – Liffey Sub-Fund entered into a long-term lease with a prominent hyperscale operator dated 7 August
2024. The lease is for a term of 20 years (with up to thirteen-year extension option) for the 16 MW currently available, with
an option to lease the additional 163 MW. The respective lease contains detailed provisions governing both ownership
and transferability at the landlord level, as well as related alienation rights. From the landlord’s perspective, the landlord
is restricted from transferring all or any part of the lease or the premises, or from transferring ownership or control of the
landlord entity, to a dened category of restricted persons (as further dened in the respective lease agreement). The
hyperscaler tenant also retains the ability, subject to dened safeguards, to update the list of restricted parties to include
entities whose principal business involves the provision of computing or data infrastructure services to third parties or which
may pose a security risk to the tenant or its customers.
In addition, the tenant benets from a right of rst offer in the event that the landlord elects to sell the relevant property,
further strengthening the tenant’s position in the context of potential changes in ownership.
vi. Stoneweg EREIT Management Pte. Ltd. (“SEREIT Manager”) acts as the external REIT manager of the Stoneweg European
Real Estate Investment Trust. Stoneweg EBT Management Pte. Ltd. acts as the external trustee-manager of Stoneweg
European Business Trust. Stoneweg European Real Estate Investment Trust and Stoneweg European Business Trust are
stapled together to form Stoneweg Europe Stapled Trust (listed on the Singapore Exchange) referred to as SERT. The
SEREIT Manager holds a Capital Markets Services License (CMSL) issued by the Monetary Authority of Singapore (MAS)
for the regulated activity of real estate investment trust management (REIT management) under the Securities and Futures
Act (SFA) and the accompanying regulations, notices, guidelines, and circulars applicable to the regulated activity of REIT
management. As the SEREIT Manager holds the CMSL, any person that is proposed to acquire control of the shares of or
voting power in the Manager, will need to apply to the MAS for approval prior to entering into any arrangement by which
such person would obtain effective control over the SEREIT Manager. Therefore, prior approval of the MAS is required for any
person to enter into any arrangement in relation to the shares of a holder of a CMSL by virtue of which such person would,
if the arrangement is carried out, obtain effective control of the holder of the CMSL. “Effective control” generally refers to the
acquisition or control, directly or indirectly, of at least 20% of the issued share capital or voting power in the CMSL holder by
a person, whether acting alone or together with any connected person.
Overall Assessment
The Board considers that the Group’s change of control provisions are consistent with market practice for complex, multi-
jurisdictional real estate and structured nancing arrangements. The provisions are primarily designed to protect lenders’
credit positions while allowing for a degree of exibility through permitted transfers and ongoing engagement with nancing
counterparties. Following the Company’s listing, lenders have been proactively engaged and, where necessary, consents,
acknowledgements or amendments are being obtained to ensure continued compliance and alignment with the Group’s listed
status.
Severance arrangements
As at 31 December 2025 there were no agreements of the Company and any Board Member which provides for a distribution
on termination of employment in the event of a change of control.
Allocation of prots
Reserves
The directors may from time to time set aside out of the prots of the Company and carry to reserve such sums as they think
proper which, at the discretion of the Directors, shall be applicable for any purpose to which the prots of the Company may
properly be applied and pending such application may either be employed in the business of the Company or be invested.
13
Declaration Of Dividends
The company by ordinary resolution in a general meeting may declare dividends, but any dividend declared must not exceed the
amount recommended by the directors.
Interim Dividends
The directors may from time to time pay to the members such interim dividends as appear to the directors to be justied by the
prots of the company.
Dividends From Prots Only
No dividend is to: (a) be paid otherwise than out of prots; or (b) bear interest against the Company. Before recommending a
dividend, the Board may set aside portions of prots as reserves or retain prots for future use in the business.
Entitlement Of Dividends
Subject to the rights of persons, if any, entitled to shares with special rights as to dividend, all dividends must be declared and
paid by reference to the amounts paid or credited as paid on the shares in respect of which the dividend is paid. For this purpose,
no amount paid or credited as paid on a share in advance of calls is to be treated as paid on the share.
All dividends must be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any
portion or portions of the period in respect of which the dividend is paid.
If any share is issued on terms providing that it ranks for dividend as from a particular date that share ranks for dividend
accordingly.
During the nancial year 2025 (before the listing of the Company), dividends were declared and paid to Mr. Max-Hervé George
as the ultimate benecial owner of the Company.
Dividend And Bonus From Assets
Any general meeting declaring a dividend or bonus may by ordinary resolution direct payment of the dividend or bonus wholly
or partly by the distribution of specic assets, including: (a) paid-up shares of any other company; (b) debentures or debenture
stock of any other company; or (c) any combination of any specic assets, and the directors must give effect to the resolution.
Where any difculty arises with regard to a distribution directed under paragraph above, the directors may do all or any of the
following:
a) settle the distribution as they think expedient;
b) x the value for distribution of the specic assets or any part of the specic assets;
c) determine that cash payments be made to any members on the basis of the value xed by the directors, in order to
adjust the rights of all parties;
d) vest any specic assets in trustees as may seem expedient to the directors.
Payment Of Dividend In Cash
Any dividend, interest, or other money payable in cash in respect of shares may be paid by cheque or warrant. Every cheque or
warrant made, must be made payable to the order of the person to whom it is sent.
Shareholder agreements
The Company is not aware of any agreements between shareholders that may result in restrictions on the transfer of shares or
the exercise of voting rights.
14
Post listing considerations
Following the Company admission to trading on Euronext Amsterdam, the Company has adopted a new Constitution. For more
details on post listing Governance matters and Board rules please refer to section Corporate Governance.
Furthermore, following the Company listing on Euronext Amsterdam, the shareholding structure had changed. As of the date
of this Annual Report Mr. Max-Hervé George still remains the majority shareholder with 70,76% shareholding and 84,19%
voting rights. More information regarding the shareholding of the Company is available on the website of the Dutch Authority
for the Financial Markets (AFM), in particular in the register of substantial holdings
Link:
(https://www.afm.nl/en/sector/registers/meldingenregisters/substantiele-deelnemingen).
QR Code:
15
Financial Highlights
€1.5bn
Adjusted NAV
15.3%
Net LTV
€
€3.3bn
Total consolidated assets
€
18
Countries
26
Offices
€10bn
AuM
c.280
Employees
A Global Investment Holding
With a Footprint Over Three Continents
USA
Europe Asia
Andorra • Czechia • Denmark • Finland
France • Germany • Italy • Luxembourg
Netherlands • Poland • Spain • Sweden
Switzerland • United Kingdom
Singapore • The United Arab EmiratesThe United States of America
16
Key Figures
Consolidated Statement of Financial Position Highlights IN EUR '000 IN EUR '000 %
31.12.2025 31.12.2024 Change
Total assets* 3.270.818 1.720.706 90%
Cash and cash equivalents 154.757 26.207 491%
Investment property 1.814.814 972.035 87%
Investments in nancial assets 437.489 301.285 45%
Investments in associates and joint ventures 670.358 347.471 93%
Total liabilities (excl. deferred taxes) 862.481 436.647 98%
Total borrowings (current and non-current) 574.042 290.556 98%
Total debt / Total Assets** 26,4% 25,4% 4%
Net LTV** 15,3% 17,6% (13%)
Adjusted NAV** 1.509.948 970.221 56%
Adjusted NAV/share** 3,51 2,81 25%
(*) the increase in total assets between 2024 and 2025 is driven mainly by: (i) the consolidation of Stoneweg group in line with
the Group strategy of consolidating its investments; (ii) the acquisition of new assets in 2025 and (iii) the increase in value of
strategic Data center assets, in a context of worldwide increase in demand for capacity for AI cloud and high performance
computing. For more details please refer to section Consolidated Statement of Financial Position on page 20.
(**) Alternative Performance Measure (APM) which is non-IFRS and is used to measure the Group’s nancial performance and
nancial position, in line with industry and is generally accepted by the nancial community. Denition and reconciliation to the
nearest IFRS measure is presented under section Reconciliation of APMs with the Financial Statements on page 186.
Consolidated statement of prot or loss Highlights IN EUR ‘000 IN EUR ‘000
From 01.01.2025 to
31.12.2025
From 27.08.2024 to
31.12.2024
%
Change
Total revenues 93.921 153.749 (39%)
Prot before income taxes 590.107 900.808 (34%)
Prot for the year/period 423.660 741.799 (43%)
Prot attributable to owners of the parent company 301.655 516.825 (42%)
Prot attributable to non-controlling interest 122.005 224.974 (46%)
Basic Earnings per share (EPS) – in EUR 0,87 1,50 (42%)
Diluted Earnings per share (EPS) – in EUR 0,87 1,50 (42%)
The comparability between the two periods presented in the Consolidated statement of prot or loss is highly impacted by the
following factors: (i) with 2024 being the founding and therefore rst year of consolidation it includes initial asset revaluations as
a one-off item; (ii) the 2024 period revenues are impacted by the fact that the Group was founded in late August 2024 and the
period is therefore only four months while 2025 period covers a full year with 12 month results; and (iii) the Group consolidated
the Stoneweg group as at 30 September 2025 – as a result 3 months of results was fully consolidated in 2025.
17
The Group currently being mainly a development and investment platform, continues its progression towards operating and
cash-generating stage, increasing its value and decreasing the development risks on many of its’ assets.
The main achievements of 2025 include:
Data center Platform reaching key milestones
In 2025, AiOnX SCSp, our dedicated Data center strategy platform, successfully reached several key milestones in its ambition
to establish itself as a major player in the European Data center segment.
The Group has been investing in digital infrastructure and Data centers since inception and some of the acquired subsidiaries
since 2020. This sector is very fast growing, boosted by the ever increasing demand in power capacity to satisfy AI, high
performance computing and cloud needs.
Acquisition of Cambridge Innovation Campus
In May 2025, one of the Group subsidiaries entered into a sale and purchase agreement and in June 2025 acquired a company
based in the United Kingdom. The target owns a land site in Cambridge, United Kingdom for future Data center development,
for which it holds the necessary permits. The transaction price amounted to GBP 69 million (incl. deferred payment of GBP 43,5
million). In addition, during the second half of 2025, an additional plot was acquired for the sector’s land ownership optimization
and the project’s grid connection has been expanded to 530 MW.
Progression of our Data center platform development
Pregnana Innovation Campus (Italy) - during the rst half of 2025, the Group secured an additional 60 MW power for the
Pregnana Innovation Campus, bringing the total power to 150 MW. This additional power resulted in an increase in the estimated
fair value of € 18 million (from € 107 million as at 31 December 2024 to € 125 million as at 31 December 2025).
Alcobendas Innovation Campus (Spain) – in 2025 an additional power has been secured for Alcobendas Innovation Campus,
bringing the total secured power capacity to 200 MW. The overall future designated capacity for the project has increased
correspondingly to 600 MW. The impact is reected in the increase of the fair value of the Alcobendas Innovation Campus by €
56 million (from € 650 million as 31 December 2024 to € 706 million as at 31 Dember 2025).
Equity raising in Data center platform AiOnX SCSp
By virtue of several separate transactions through the year the ownership of the Group in subsidiary AiOnX SCSp (previously IDC
SCSp) has changed from 67,07% as at 31 December 2024 to 65,52% as at 31 December 2025.
Since its incorporation, the Group raised over € 260 million of capital (in cash and in kind) for the AiOnX platform. Due to this
during the period, the AiOnX platform was able to optimise its equity versus leverage structure and continue its expansion
activities.
Signed nancing agreement for the joint venture investment in Kildare Innovation Campus
In November 2025, The Platform ICAV – Liffey Sub-Fund (an indirect investment of the Group through a joint venture Power
Invest I SCSp) signed a senior facility agreement with a UK-based nancial institution to nance the development of Kildare
Innovation Campus for a total amount up to € 340 million. The facility agreement has a maturity of 30 months with a possibility
of extension to 36 months (i.e., until December 2028). The Company acts as a sponsor of such nancing and a guarantor under
a Cost Overrun Guarantee and the Debt Service Guarantee, which is capped at € 14 million.
Expansion of the direct real-estate investments portfolio
The Group strategy in the real estate sector relies on investment in cash-ow generating assets, notably in the commercial and
hospitality sectors, leveraging the know-how of a very experienced team in those sectors.
The 2025 nancial year was marked by an active acquisition strategy, with the addition of two strategic real estate assets to our
portfolio. These acquisitions, carried out in areas with strong value appreciation potential, demonstrate our ability to identify and
seize attractive market opportunities while maintaining a rigorous approach to asset selection and due diligence.
Key Events
18
Acquisition of Symphony Oce
In August 2025 Symphony Real Estate S.A., a subsidiary of the Group acquired a fully renovated, high energy-efciency ofce
building in Geneva, Switzerland for CHF 31,9 million (equivalent to € 35 million). The Symphony Ofce is pledged by a rst
ranking mortgage deed as security for the repayment of a loan provided by a commercial bank in the amount of CHF 21,6 million
(equivalent to € 23 million). Alongside the acquisition, we also secured a 20-year lease generating annual rental income of CHF
1,25 million from a reputable BBB / A-2 rated banking tenant with strong nancial credentials, ensuring steady cash-ows on
the long term, in line with the Group’s policy in this segment.
Acquisition of the Schönried project
In November 2025, Colipa SA, a Group subsidiary completed an acquisition of Breakthrough SA (previously Faith Mountain 2 AG)
which entity owns a luxury hospitality real estate project in Switzerland (the Schönried project - land with a construction permit
for a hotel & residences in Switzerland in Gstaad region of the Swiss Alps). This unique ski-in / ski-out project will ultimately
see the development of a luxury hotel and three private chalets. The consideration for the purchase was a base purchase price
of CHF 93 million (equivalent to € 99,7 million) (and subject to customary adjustments). The acquisition has been nanced
with an external nancing, amongst other a bank nancing in the amount of CHF 46,5 million (€ 50 million) with two secured
development top up tranches of CHF 26 million (€ 28 million) and subject to permitting an additional CHF 7,5 million (€ 8 million).
Strategic Partnership with Stoneweg group
In December 2024, the Group initiated the formation of a strategic partnership with the Stoneweg group. In October 2025, the
Group increased its participation in Stoneweg S.A. As a result, the Group’s fully diluted shareholding in Stoneweg S.A. in-
creased to 80,26% and control has been achieved for full consolidation purpose by the Group. In addition, the Group increased
its participation in its associate Stoneweg Global Platform. As a result, the Group’s holding in the associate increased to 36,8%
and control has been achieved for full consolidation purpose by the Group. The transaction has been accounted for as a busi-
ness combination in accordance with IFRS 3 Business Combinations.
The Stoneweg group entities acts as the Property Manager and the Asset Manager for a Singaporean Listed REIT (“SERT”)
with € 2,2 billion portfolio of assets, whereby the Stoneweg group also holds a strategic stake of 28,09% (as at 31 December
2025). The Stoneweg group also holds an asset management platform with € 10 billion of AUM.
Acquisition of Stoneweg US LLC
In October 2025, the Stoneweg group acquired 100% of interests of Stoneweg US LLC, registered in Saint-Petersburg, Flor-
ida, USA, thus obtaining control and thereby consolidating the entity. The acquisition forms part of the Group’s strategy to
strengthen its position in US real estate market.
The transaction has been accounted for as a business combination in accordance with IFRS 3 Business Combinations. Control
was obtained through the transfer of a net cash consideration for an amount of USD 6,37 million (EUR 5,64 million) and the ex-
ecution of a share purchase agreement granting the Group the ability to direct the relevant activities of the acquired business.
Strengthening of our balance sheet
Driven by our partners and supported by the condence of our investors, we successfully completed several signicant
restructuring operations within the Group aimed at reinforcing the solidity and resilience of its balance sheet.
Declaration of dividend
In June 2025 the Company declared an interim dividend in the amount of € 28,9 million (€ 0,08 per share), which amount was
offset with other shareholder payables to the Group.
Furthermore, in November 2025, the Company resolved to distribute an interim dividend for an amount of € 118 million (€ 0,34
per share). The dividend payable was settled as follows: (i) an amount of € 18 million was offset against receivables from the
Controlling shareholder and (ii) dividend declared in an amount of € 100 million was reinvested by the Controlling shareholder
under the form of an interest free loan to support the development of the Group.
19
Issuance of Undated Equity Notes
In December 2025, the Company issued an undated (perpetual) equity note (the “Undated Equity Notes”) for an amount of up
to € 300 million. The Undated Equity Notes were subscribed in kind by the Controlling shareholder by converting part of the
previously mentioned Controlling shareholder loan for an amount of € 52,4 million. This resulted in a reduction of the Group’s
indebtedness and an increase in equity. The remainder of the shareholder loan in the amount of € 47,6 million was repaid in cash
in January 2026. The Undated Equity Notes qualify as an equity instrument under IFRS. The respective instrument has been fully
repaid in cash in Q1 2026.
Capital increase
In December 2025 the Company conducted an equity raise and increased its share capital to a total of € 562 million and number
of shares in issue to 430.561.189. The respective increase was done in two separate transactions – one in cash and the second
in kind whereby a minority limited partner contributed its holding of 18,44% unitholding in AiOnX SCSp to the Group in exchange
of shares of the Company. As a result, the Group’s unitholding in AiOnX SCSp reached 65,52%.
Deal pipeline
In December 2025, SWI Digital, as purchaser, and the Company, as guarantor, entered into an Option and Share Purchase
Agreement pursuant to which SWI Digital was granted the right to acquire 100% of the issued share capital of a private
holding company, which holds interests in a US based global bitcoin mining company (to be transformed into high-performance
computing (HPC)) currently drawing 645 MW of grid capacity for operations, while beneting from a total of 1,2 GW of secured
and energized grid connections predominantly across the US. The portfolio comprises 19 facilities, the prime ones of which are
located in the most sought-after hyperscale and AI-as-a-Service markets, where commercialization can be achieved within the
next two years. For more details please refer to the Subsequent events section and New initiatives and strategic acquisitions
section.
20
SWI Group Performance
The Group was incorporated in August 2024. Accordingly, the rst set of nancial statements covers the period from 27 August
2024 to 31 December 2024, and the FY2025 nancial statements cover the period from 1 January 2025 to 31 December 2025.
The respective timing must be taken into consideration when analysing the Group performance as well as the fact that the
consolidation of the Stoneweg group took effect as at 30 September 2025.
Consolidated Statement of Financial Position
Selected and Condensed information from the Consolidated Statement of Financial Position
IN EUR '000
31.12.2025
IN EUR '000
31.12.2024
IN EUR ‘000
Change
%
Change
Cash and cash equivalents 154.757 26.207 128.550 491%
Trade and other receivables
1
57.177 68.137 (10.960) (16%)
Investments in nancial assets (current and non-current) 437.489 301.285 136.204 45%
Investments in associates and joint ventures 670.358 347.471 322.887 93%
Investment property 1.814.814 972.035 842.779 87%
Goodwill and intangible assets 113.010 - 113.010 -
Other non-current assets
2
23.213 5.571 17.642 317%
Total assets 3.270.818 1.720.706 1.550.112 90%
Borrowings (current and non-current) 574.042 290.556 283.486 98%
Other payables and accrued expenses 109.299 18.461 90.838 492%
Provisions 122.831 73.312 49.519 68%
Deferred tax liabilities 325.581 161.278 164.303 102%
Other liabilities
3
56.309 54.318 1.991 4%
Total liabilities 1.188.062 597.925 590.137 99%
Equity attributable to owners of the parent company 1.304.533 862.361 442.172 51%
Non-controlling interests 778.223 260.420 517.803 199%
Total equity and Liabilities 3.270.818 1.720.706 1.550.112 90%
1 includes: Trade and Other receivables (current)
2 includes: deferred tax assets, other receivables (non-current), property plant and equipment, long term deposits
3 includes: Trade payables, Current tax liabilities. Lease liabilities (current and non-current) and Other liabilities (non-current)
21
Total assets composition
31.12.2025
31.12.2024
€3,3bn
€1,7bn
2% Cash and Cash Equivalents
18% Investments in Financial Assets
20% Investments in Associates and Joint Ventures
56% Investment Property
4% Other Assets
5% Cash and Cash Equivalents
13% Investments in Financial Assets
21% Investments in Associates and Joint Ventures
55% Investment Property
6% Other Assets
In line with the Group strategy the largest part of the Group assets consists of: Investments in nancial assets (13% as at 31
December 2025 and 18% as at 31 December 2024), Investments in associates and joint ventures (21% as at 31 December 2025
and 20% as at 31 December 2024) and Investment property (55% as at 31 December 2025 and 56% as at 31 December 2024).
Asset base growth through strategic Acquisitions and Business combinations
The nancial year 2025 was characterized by substantial and multi-dimensional growth in the Group’s consolidated balance
sheet, reecting both the ongoing investment activity through acquisitions as well as the business combinations broadening of
the consolidation perimeter and capital-strengthening operations. These achievements contribute to signicantly transforming
the Group’s balance sheet prole, integrating high-quality assets, an expanded geographical footprint and both current and
future recurring revenue streams arising from asset management activities.
The Group’s Total Assets increased from € 1.721 million as at 31 December 2024 to € 3.271 million as at 31 December 2025,
representing growth of 90%. This growth was primarily driven by:
I. Increase in Investments in nancial assets by € 136 million
The investment in nancial assets comprises a diversied portfolio of loans, borrowings, and equity instruments held by the
Group, measured either at amortized cost or fair value through prot or loss, depending on their contractual characteristics
and the results of the Solely Payments of Principal Interest test under IFRS 9.
The increase in year 2025 is mainly attributable to the consolidation of the Stoneweg platform whereby the nancial assets
pertaining to the platform in the amount on € 116 million are now fully consolidated in the Group but also due to new loans
and borrowings granted by the Group as part of its Real Estate and Other strategies.
II. Increase in Investments in associates and joint ventures by € 323 million
The investments in associates and joint ventures comprises the Group’s equity interests and related nancial instruments
held in several joint ventures and associated entities.
The increase in Investments in associates and joint ventures is largely due to: (i) the increase in the economic interest held
in Power Invest I SCSp (a subsidiary capturing the return on the Kildare Innovation Campus); (ii) the consolidation of the
Stoneweg group, whereby the joint ventures and associates pertaining to the Stoneweg platform with a carrying amount of
€ 380 million are now fully consolidated (most notably the associate SERT with a carrying value of € 318 million and Vvaria
US with a carrying value of € 48) and (iii) the two mentioned impacts have been offset by the derecognition of Stoneweg
S.A. and Stoneweg Global Platform SCSp from the line of Investments in associates and joint ventures.
III. Increase in Investment Property by € 843 million
The Investment properties comprise the Group’s portfolio of completed and development stage real estate assets held to
earn rental income or for capital appreciation. Such investment properties are recorded at fair market value in line with
IAS 40. The fair value is assessed by independent and external reputable international valuers. Investment properties are
valued on a fair value basis taking into account the mandatory rules, best practice guidance and related commentary for
valuation of property measurement which are amongst other set out in Royal Institution of Chartered Surveyors Valuation –
Professional Standards (the “Red Book” or “RICS Guidelines”) and which incorporates the International Valuation Standards
as well as IFRS 13. Changes in fair value are being recognized in the consolidated statement of prot or loss.
The Investment property appraisals are carried out at a minimum semi-annually, with a full update at each annual closing.
The appointed experts are selected from leading international and reputable valuers, members of recognized professional
bodies such as RICS association, with demonstrated expertise in the relevant local markets.
22
The increase in value is strongly supported by the value of strategic Data center assets, in a context of worldwide increase in
demand for capacity for AI, cloud and high performance computing. The Data center assets of the Group have been subject
to very strong interest to rent or purchase from AI operators and hyperscalers in 2025.
The completed investment properties comprise 5% of the portfolio, the Land for Data center development 88% and remaining
development land 7%.
IN EUR ‘000 IN EUR ‘000
31.12.2025 31.12.2024
Completed investment properties (ofce) 85.392 41.607
Land for Data center developments 1.591.245 892.000
Other Development land 128.602 27.898
TOTAL 1.805.239 961.505
The geographical split of Investment properties is as follows:
Switzerland
8%
39%
31.12.2025
United Kingdom
Denmark
Italy
Other Europe
36%
8%
7%
2%
Spain
31.12.2024
United Kingdom
Denmark
Italy
Other Europe
Spain
4%
11%
14%
3%
68%
Increase in Investment Property by € 843 million was driven by:
• Acquisition of the following assets:
o the Cambridge Innovation Campus site (United Kingdom) – valued at € 610 million as at 31 December 2025 and
comprising a Data center project with 530 MW of secured power and with a building permit for the construction of
part of the project of 65.000 sqm of Data center space;
o a fully renovated, high energy-efciency ofce building in Geneva, Switzerland, in August 2025; valued at € 44
million as at 31 December 2025;
o the Schönried project - a luxury hospitality project in the Gstaad region, Switzerland, in November 2025; with a
book value of € 101 million as at 31 December 2025.
• The continued development of the remaining assets pertaining to the Data center platform AiOnX - resulting in value uplift of
the projects (notably additional power capacity secured in Spain and Italy resulted in GAV increase of the respective assets:
o Increase in value of Pregnana Innovation Campus (Italy) by € 18 million ; and
o Increase in value of Alcobendas Innovation Campus (Spain) by € 56 million.
IV. Recognition of Goodwill and Intangible assets in the amount of € 113 million
Following the consolidation of the Stoneweg group, whereby the Goodwill recognised upon the realization of the business
combination under IFRS 3 amounts to € 77 million. The goodwill recognized primarily reects expected synergies from
the integration of the acquired operations and future growth opportunities. The Group has € 36 million of intangible asset
being its trademark value.
The Group does not engage in research and development activities.
23
Debt Structure
The Groups total liabilities increased by € 592 million. Such growth is mainly attributable to:
I. Increase in Borrowings by € 283 million
Borrowings include both secured and unsecured borrowing, interest bearing and interest free borrowings which are
measured at amortized cost or fair value through prot or loss.
The increase in year 2025 is mainly attributable to: (i) the consolidation of the Stoneweg platform whereby the nancial
liabilities pertaining to the platform in the amount of € 135 million are now fully consolidated in the Group (ii) new loans
and borrowings undertaken by the Group in relation to nancing of the new acquisitions (€ 50 million related to the
nancing of the acquisition of the Schönried project and € 23 million related to the nancing of the Geneva ofce building)
(iii) new secured nancing agreement entered by the Company for an amount of € 60 million; (iv) loan provided by the
Controlling shareholder in relation the interim dividend declared in the amount of € 47,6 million; (v) which increases are
offset with various debt repayments and settlements. For further information please refer to note 22 of the Consolidated
Financial Statements.
As at 31 December 2025, the Group maintains a net loan-to-value ratio of 15,3% (17,6% as at 31 December 2024). Such
a conservative leverage approach is reecting a particularly solid balance sheet structure that provides the Group with
signicant headroom in its future borrowing capacity to nance the next phases of development, notably the Data center
projects currently under construction across Europe.
The secured borrowings amount to € 278 million (€ 20,8 million as at 31 December 2024) representing 48% of total
borrowings while the remaining is unsecured. The security given is customary security package for these types of
nancing and includes (amongst other) a pledge or a mortgage over asset or investment for which such borrowings have
been designated. As at 31 December 2025, the Group continues to comply with the nancial covenants set out in the
nancing agreements.
The maturity prole of the total borrowings as at 31 December 2025 is as follows:
67,819
19,778
57,634
110,000
-
22,704
52,312
118,171
-
-
47,600
78,447
2026 2027 2028 2029 2030 2031 AND
BEYOND
IN EUR '000
Se cu red Unsecu red
II. Increase in deferred tax liabilities by € 164 million
Deferred Tax Liabilities represent the amount of taxes that the Group expects to pay in the future as a result of taxable
temporary differences. These mainly relate to the deferred tax arising on differences in fair value of investment properties
and their tax value. Therefore, the respective increase is following the revaluation uplift of investment properties, driven
primarily by the expansion and development of our Data center platform in the context of extremely high demand of
capacity for AI, cloud and high performance computing (as further claried above under Investment properties section).
24
III. Increase in other payables and accrued expenses by € 91 million‚
The increase is mainly attributable to deferred purchase price for the Cambridge Innovation Campus in the amount of € 25
million; a € 8,5 million provision related to the Option Agreement for the upcoming transaction and other movements as
further claried in note 23 of the Consolidated Financial Statements.
IV. Increase in Provisions by € 50 million which is largely due to the establishment of new promote arrangements
in relation to the Cambridge Innovation Campus, which is partially offset by a decrease of the provision of the prot-
sharing (i.e., promote) arrangements regarding the Alcobendas Innovation Campus resulting from a revised assessment
made. These amounts depend on the underlying investments’ future returns based (and thereby indirectly on its fair value
and the progress of its development).
Strengthening of equity
Several successive transactions enabled a substantial strengthening of the Group’s capital structure. These include:
• Capital increases in cash and in kind, carried out in December 2025 - resulted in share capital increase from € 346 million as
at 31 December 2024 to € 562 million as at 31 December 2025;
• Declaration of interim dividend in June and November 2025 in the total amount of € 147 million;
• The issuance of an Undated Equity Note - subscribed for € 52,4 million;
These transactions (which are described in more detail in the key Events section) combined with the recording of the prot for
the period; allowed the consolidated Equity attributable to owners of the parent company to increase from € 862 million as at 31
December 2024 to € 1.305 million as at 31 December 2025, representing a growth of 51% over the period.
Consolidated statement of prot or loss
Selected and Condensed information from the Consolidated Statement of prot or loss
IN EUR ‘000 IN EUR ‘000
From 01.01.2025 to
31.12.2025
From 27.08.2024 to
31.12.2024
Total revenues 93.921 153.749
Total operating expenses (2.864) (76)
Gross prot 91.057 153.673
Prot/(loss) from operations 50.593 150.693
Adjustment to fair value of investment properties 612.521 716.425
Prot before income taxes 590.107 900.808
Prot for the year/period 423.660 741.799
Attributable to:
Owners of the parent company 301.655 516.825
Non-controlling interests 122.005 224.974
The comparability between the two periods presented in the Consolidated statement of prot or loss is highly impacted by the
following factors: (i) with 2024 being the founding and therefore rst year of consolidation it includes initial asset revaluations as
a one-off item; (ii) the 2024 period revenues are impacted by the fact that the Group was founded in late August 2024 and the
period is therefore only four months while 2025 period covers a full year with 12 month results; and (iii) the Group consolidated
the Stoneweg group as at 30 September 2025 – as a result 3 months of results was fully consolidated in 2025.
25
Group revenues
Over the course of 2025, the Group generated € 94 million of revenues (including Share of results of associates and joint ventures
- as part of operations), compared to € 154 million for the period ended 31 December 2024.
As of today the Group’s revenues consist primarily of:
(i) Revenue from leasing activity (Group as lessor) in the amount of € 2.805 thousand during 2025 (and € 539
thousand during 2024). This comprises of rental income generated by the operational assets in London and the
newly acquired Geneva asset.
(ii) Management fees income relate to revenues from mandates, fees and management and acquisition commissions
received by various platforms controlled and consolidated at Group level, notably Stoneweg group. These revenue
streams are comprised of both xed and variable income and amount to € 32.365 thousand during the year 2025
(and € 48.083 thousand during the period of 2024). The Group variable revenue streams are signicant and are one
of the reasons behind a notable decline in year 2025 when compared to the 2024 period. This reduction reects
the Group’s strategic decision to accelerate its development, both internally through its Data center platform
and externally through several signicant restructuring operations and acquisitions, which mobilized its teams
extensively during the period.
(iii) Share of results of associates and joint ventures and other income in the amount of € 36.940 thousand during
2025 (€ 105.127 during 2024). These are accounted for using the equity method and considered as part of prot
from operations, since the management believes these are economically consistent with the Group’s operating
performance, however some of this is impacted by non-cash prot items from assets still under development.
Including the share of prot or loss of associates and joint ventures within operating prot provides a more relevant
and meaningful representation of the Group’s underlying operating performance.
(iv) Other income amounts to € 21.811 and mainly relates to a gain on economic rights assigned in the joint venture (€
19,7 million (nil as at 31 December 2024)).
Operational protability
Gross prot for the year ended 31 December 2025 amounted to € 91 million (€ 154 million as at 31 December 2024). However,
the total operating result for 2025 stood at a prot of € 51 million (€ 151 million prot for the period ended 31 December 2024)
mainly due to: (i) Signicantly higher Share of results of associates and joint ventures - as part of operations in 2024 and (ii) the
high General and administrative expenditure incurred during the period and as a result of the Stoneweg group consolidation and
the costs incurred by the still predominantly non-operational AiOnX platform.
It should be noted that a large proportion of the Group’s major assets, particularly in the Data center segment, remain in a
pre-operational development phase, and their contribution to recurring revenues is expected to grow signicantly as they are
progressively brought into service. With the key assets of the Group currently under development the Group, continues its
progression towards operating and cash-generating stage, increasing its value and decreasing the risks on many of its assets.
The progressive commissioning of new assets within the Group and the consolidation of the Stoneweg group are expected to
support revenue growth and operational protability in the coming nancial years.
Period result
Consolidated net prot for the 2025 nancial year amounted to € 424 million (€ 742 million as at 31 December 2024), of which
€ 302 million (€ 517 as at 31 December 2024) is attributable to Owners of the parent company.
This result is positively impacted mainly by (i) fair value gains on investment properties in the amount of € 613 million (€ 716
million as at 31 December 2024) and (ii) Share of results of associates and joint ventures in the amount of € 37 million (€ 105
million as at 31 December 2024). These positive impact are offset by (i) the Provision costs in the amount of € 50 million (€ 73
million as at 31 December 2024); (ii) Financing costs which net of nancing income amount of € 4 million (€ 25 million as at 31
December 2024) and (iii) Income taxes comprising of current but mainly deferred tax liabilities in the total amount of € 166 million
(€ 159 million as at 31 December 2024).
Over the 2025 nancial year, fair value gains on investment properties represent the primary driver of the period’s result, and
reect the Group’s pertinent positioning in the Data center segment, which is experiencing rapid growth, particularly across
Europe, as well as its capacity to continue expanding its platform through the acquisition of new high-potential projects and
the securing of additional power capacity across assets already held in its portfolio. The nancing secured on several of these
assets is expected to continue supporting this positive outlook over the coming months. The ongoing development of the
Group’s commercial real estate and hospitality portfolio, including the Schönried project in the Swiss Alps, will also contribute to
sustaining this momentum.
26
Alternative performance measures
To facilitate the understanding of the economic and nancial performance of the Company and of the Group, the management
of the Company has identied several APMs that are used to identify operational trends and to make investment and resource
allocation decisions. To ensure the APMs are correctly interpreted, it is emphasized that the APMs (i) are not indicative of the
future performance of the Group, (ii) are not part of EU-IFRS and (iii) should not be taken as replacements of the measures
required under EU-IFRS. The APMs should be read together with the Financial Statements.
Set out below are the APMs identied by the Group:
IN EUR ‘000 IN EUR ‘000
31.12.2025 31.12.2024
Net Asset Value (NAV)* 2.408.337 1.284.059
NAV attributable to the owners of the parent company (Adjusted NAV)* 1.509.948 970.221
No. shares 430.561.189 345.535.547
Adjusted NAV/share (in EUR) 3,51 2,81
Total investments, net 2.690.754 1.482.618
Total debt, net 410.991 260.349
Net Loan to Value (Net LTV) 15,3% 17,6%
Gearing ratio 19,7% 23,2%
Total debt / Total Assets 26,4% 25,4%
(*) excl. deferred tax
Denitions and reconciliation to the nearest IFRS measure is presented under section Denitions of Alternative performance
measures on page 185 and Reconciliation of APMs with the Financial Statements on page 186.
Due to the high proportion of assets under development and consolidation of the Stoneweg group asset management business
late in the year the management is focused on Alternative Performance Measures which are based on the Consolidated statement
of nancial position rather than those based on the Consolidated statement of prot or loss.
Following the previously described balance sheet movements as at 31 December 2025 the Group’s Adjusted NAV is € 1.509
million compared to € 970 million at 31 December 2024. This represents an increase of € 0,70 per share or 25%.
The leverage and gearing ratios show a funding structure which is strengthening the Group’s resilience to market movements
and leaves signicant headroom for its future borrowing capacity to nance the next phases of development of its existing
assets as well as funding for any new strategic projects.
27
Subsequent events and outlook
After the reporting date the following material events have occurred:
- In December 2025, SWI Digital a fully owned Group subsidiary, as purchaser, and the Company, as guarantor, entered into
an Option and Share Purchase Agreement pursuant to which SWI Digital was granted the right to acquire 100% of the
issued share capital of a private holding company which holds interests in a US based global bitcoin mining company (to
be converted to HPC) currently drawing 645 MW of grid capacity for operations, while beneting from a total of 1,3 GW of
secured and energized grid connections approved for consumption in 2026/2027, predominantly across the US and Sweden.
On 1 February 2026, SWI Digital exercised the Option by delivery of an Option Exercise Notice in the agreed form. On the
same date, the parties also entered into a deed of amendment and restatement of the Share Purchase Agreement, which,
inter alia, amended the Completion Date for the purchase to 30 June 2026. Following valid exercise, SWI Digital is committed
to acquire all (and not some only) of the issued share capital, with full title guarantee and free from encumbrances. Completion
of the acquisition is conditional upon obtaining approval under the Swedish foreign direct investment regime administered
by the Swedish Inspectorate of Strategic Products, or conrmation that no such approval is required.
Furthermore, in February 2026 the same Group subsidiary entered into a binding agreement to acquire additional interests
in the same US based Bitcoin miner (to be transformed into HPC).
The aggregate purchase price for both tranches of acquisition is USD 500 million. Upon completion of both transactions,
the Group is expected to hold an aggregate 77,2 % by value of the USD 1.124 bn liquidation preference attaching to the
preferred share classes, and an approximate 38,3% of the total shareholding in the US based Bitcoin miner.
The Group intends to reposition the current asset base to high-performance and AI-related data center services leveraging its
extensive expertise, track record and network in the space. The portfolio comprises 15 facilities, including three hyperscaler
grade sites in Texas with a combined capacity of 900 MW, where commercialization can be achieved within the next two
years.
- In February, 2026, a fully owned subsidiary of the Group has agreed to acquire a majority stake in Polarise GmbH, a European
NVIDIA Cloud Preferred Partner.
This transaction contemplates (i) an initial equity acquisition of approximately 30% of the platform for an aggregate
consideration of €10 million, (ii) the acquisition by SWI of a 50% equity interest in a subsidiary operating entity of the
platform for an aggregate consideration of up to € 10 million, and (iii) a binding commitment by SWI to invest an additional
€ 100 million of equity capital over a ve-year period following completion and subject to milestone delivered from Polarise
management and founder team, representing approximately 20% of the platform’s agreed enterprise value of € 500 million.
As a result of the implementation of these steps and the related governance arrangements, SWI Digital is expected to hold
an aggregate economic and voting interest equivalent to 50% plus one share of the platform at the relevant holding and
operating entity levels, in accordance with the agreed transaction structure.
This transaction further establishes a real estate joint venture framework, pursuant to which SWI has committed up to € 1
billion of equity capital to support the expansion of data center and related infrastructure assets subject to approval of SWI.
- The Company was converted from a private company to a public company limited by shares pursuant to a special resolution
passed on 30 January 2026 and the Constitution was amended accordingly. In connection with this, the Company changed
its name from SWI Capital Holding Pte. Ltd. to SWI Capital Holding Ltd. Subsequently, the Company was admitted to listing
and trading on 19 February 2026 on Euronext Amsterdam under the ticker SWICH (ISIN: SGXPZ11CH7U7).
- Since its admission to trading the Company’s reference price was set at € 3,76 per share, reecting a market capitalization
of € 1,6 billion. As of the date of this report, the share price stands at € 5,50 corresponding to a market capitalization of
€ 2,6 billion, representing an increase of 46% in price per share. The strong demand observed since listing highlights the
attractiveness of the Group, the relevance of its investment strategies, and its signicant growth potential over the next
years.
28
SWI Capital Holding Ltd. price evolution since admission to trading
Source: Euronext, Company
Stock market data 19.02.2026-31.03.2026
Share price - Minimum (€/Share) 3,76
Share price - Maximum (€/Share) 5,50
Average daily volume exchanged during the period (shares) 2.782.284
Total volume during the period** 80.686.247
Average daily value exchanged during the period (€)* 13.224.134
* Ofcial daily trading price by daily volume, trading on Euronext Amsterdam since 19 February 2025
** Volumes including off market trades
In order to facilitate trades following the Listing date and support an orderly market the Controlling shareholder Mr. George
has made available a portion of Ordinary Shares he holds to the Liquidity Provider (ABN AMRO Bank N.V.). The liquidity
pool has solely been set up to facilitate trades and not to stabilize the price of the Ordinary Shares and may be terminated
at any moment.
- On 20 March 2026, the Company implemented a private placement in the aggregate amount of € 260 million. 50 million new
Ordinary Shares were issued evenly between the Group’s founder, Mr. Max-Hervé George, and a co-investor and existing
shareholder, Aliya Fund Limited. The shares were placed at € 5,20 per share, with the proceeds intended to be used to partly
fund the acquisition price for the transaction described previously, as well as for general corporate purposes.
Under the terms and conditions, each of the investors was granted a conditional right to partially redeem their capital on a
special liquidity event (linked to the US Bitcoin miner (to be transformed into HPC)).
- On 25 March 2026, Stoneweg Europe Stapled Trust (“SERT”) through its business trust, Stoneweg European Business Trust
(“SEBT”), made an additional investment of € 50 million in AiOnX, the Group’s European Data center development platform,
by way of a mandatory convertible loan (“MCL”).
The MCL carries a xed coupon of 7.25% per annum, payable semi-annually in cash, and is cumulative in nature. The
instrument is unsecured and ranks senior to all distributions to holders of ordinary equity in AiOnX.
The MCL has a maturity of seven years from March 2026 and will mandatorily convert into ordinary equity of AiOnX at a
discount, subject to a maximum multiple on invested capital (MOIC) of 2.0x. The instrument may be converted earlier at the
option of either the issuer or the investor under certain conditions. In addition, the MCL includes customary anti-dilution
protection features.
The transaction is considered a non-adjusting event after the reporting period and, accordingly, no adjustment has been
made to the consolidated nancial statements.
- In addition to the previously mentioned MCL issuance, the Group had raised an additional € 74,5 million as combination of
debt and equity (on subsidiaries level) in the rst quarter of 2026. This was used to rearrange the debt structure at Group
level, resulting in the repayment and replacement of the equity notes and existing borrowings at Company and subsidiaries
level.
29
Economic and Geopolitical Environment
The year 2025 unfolded in a particularly complex global environment, shaped by persistent tensions between several contradictory
forces. On the macroeconomic front, major developed economies continued the monetary normalization cycle initiated in 2022,
with central banks, most notably the US Federal Reserve and the European Central Bank, gradually easing their interest rate
policies following several years of aggressive tightening. This shift contributed to stabilizing nancing conditions in debt markets,
providing a more favourable environment for large-scale real estate and infrastructure transactions.
On the geopolitical front, ongoing tensions continued to weigh on medium-term visibility. The war in Ukraine remained a systemic
risk factor for Europe, inuencing energy prices and industrial supply chains. In Asia, Sino-American trade relations maintained a
structural level of uncertainty, affecting cross-border investment ows. Despite these headwinds, Europe demonstrated notable
resilience, supported by a renewed surge in investment into digital infrastructure, the energy transition and premium real estate.
On the technology front, demand for data processing capacity accelerated at an unprecedented pace with increasing investments
to support it in 2025, driven by the rise of generative articial intelligence, cloud computing and the digitalization of businesses.
The Group’s key operating markets, United Kingdom, Ireland, Spain and Italy, recorded strong growth in hyperscale demand,
with vacancy rates at historic lows. Considering this, the Group’s strategy, built on a multi-country, multi-segment positioning,
proved particularly well prepared to the evolving market environment.
The most recent outburst of the conict and geopolitical tensions involving Iran, the United States, and Israel have increased
regional instability and contributed to heightened volatility in global nancial and commodity markets. While the ultimate
outcome of the conict remains uncertain, potential impacts include disruptions to supply chains, uctuations in energy prices,
and broader macroeconomic uncertainty that could inuence demand, nancing conditions, and asset valuations. Management
continues to monitor developments closely and will assess any material effects on the Group’s operations, nancial position, and
performance as more information becomes available.
Outlook
Building on these achievements and milestones, SWI Capital Holding Ltd. approaches the 2026 nancial year with condence,
notwithstanding a persistently uncertain global geopolitical environment.
The continued development of the AiOnX Data center platform, together with the acquisition projects announced by the Group
in the AI sector (Polarise and a US-based company), will continue to support its growth and its ambition to establish itself
as a key player in this market. The expansion to the US market with the contemplated acquisition of the US Bitcoin miner (to
be transformed into HPC) and its ready-to-use power capacity is a key milestone and will allow the Group to leverage on its
expertise to enter the biggest market in the world with a competitive edge.
The planned expansion of the Group’s other strategies as well as its advisory and structuring activities, should generate growing
recurring operational cash ows from the next nancial year. Furthermore, with the consolidation of Stoneweg group (and its
asset management operations), the Group benets from an enhanced international dimension and additional diversied revenue
streams.
In addition, the successful admission of the Company Ordinary Shares to listing on Euronext Amsterdam in February 2026 opens
new nancing perspectives and strengthens the Group’s credibility with all of its stakeholders.
30
Leadership
As at 31 December 2025, the Company was led by CEO Max-Hervé George, the Controlling shareholder of the Group together
with the Company’s Directors (at the time) , namely Mr. Bruno Emmanuel Vannini, Mr. Chang Jun Yin and Ms. Margaux Natacha
Marine Hirzel.
The Company was in addition advised by the Strategic Advisory Board comprising Arnaud de Puyfontaine (Chairman), Olivier
Jollin and Simon Benhamou. For investments in the sports and entertainment division, the Group could rely on the support of the
Sports and Entertainment Committee comprising Frédéric Vasseur, Charles Leclerc and Andrès Iniesta.
With effect from the Listing of the Company on Euronext Amsterdam being 19 February 2025, the Leadership of the Compa-
ny was changed to a single tier Board of Directors which is supported by the Governance committees and the Executive team.
The Board of directors comprises of the following members:
Cha irma n
Arnaud de P uy fon-
ta ine
Chairman of the
Management Board
and CEO at Vivendi,
a distinguished and
highly respected
leader in the global
media and
publishing sector
G roup C EO
M a x-Hervé G e orge
French entrepreneur
and investor
specialized in Real
Estate and
alternative
investments
CEO of S toneweg
Ja ume Saba t er
Founder and CEO of
the Stoneweg
Group with more
than 15 years of
Real Estate
investments
Financ e / Ba nk ing
Joseph Benha mou
Swiss finance
executive and part
of the Board of
Directors of CBH
“Compagnie
Bancaire
Helvétique”
Audit Committee
Fa ng Ai L ia n
Mrs. Fang was with
Ernst & Young LLP
from 1974 to 2008
and held various
senior management
positions in the firm.
G ov erna nc e
Wong Ai Ai
30+ years in
landmark M&A
deals and global
leadership roles;
Harvard-trained
lawyer, Justice of
the Peace, and
active governance
leader in Singapore.
Fina nc e
Ferna ndo B oliv a r
Entrepreneur and
venture builder
leading global
fintech, education,
and AI innovation
projects.
Asset Management
Jea n-Pierre Ve rlaine
Luxembourg based
accounting and tax
specialist, providing
investment fund
management
services through his
company,
Engelwood.
1
Leadership
The Board
As at December 31, 2025, the Leadership Team consisted of the Executive Team, the Strategic Advisory
Board and the Sports and Entertainment Committee.
*Strategic Governance members appointed in 2025
IAP Executive Team
Bruno Vannini
Director
Margaux Hirzel
Director
Max-Hervé George
LEGAL
FINANCE
INVESTMENTS
LIQUID
STRATEGIES
CREDIT
MARKETING
SPORTS & ENTERTAINMENT
COMMITTEE*
Board Member
Charles Leclerc
Board Member
Andérs Iniesta
Board Member
Frédéric Vasseur
STRATEGIC
ADVISORY BOARD*
Non-Executive
Chairman
Arnaud de
Puyfontaine
Board Member
Olivier Jollin
Board Member
Simon
Benhamou
3
Executive Summary
Acquisition of a 38.3% shareholding in Genesis Digital Assets Limited (Cyprus) (“GDA”) across 2 tranches
of shares for aggregate purchase consideration of $500,000,000.
The shares are predominantly of Preferred Share classes and carry a Liquidation Preference with an
aggregate value of $871m. The Preferred Share classes are highly superior to the Ordinary Share classes
as, in a liquidation scenario, the waterfall of proceeds will first repay the Preference Shares with the
remainder following to the Ordinary Shares.
Following acquisition and on the basis of the execution of the business plan to convert the assets in GDA
to High Performance Computing (HPC), SWI plans to negotiate with the other shareholders to reclassify
SWI’s Preferred Shares as Ordinary Shares in exchange for increasing SWI’s % shareholding into the 60-
70% range. This will require the consent of these shareholders and is anticipated to take 2-3 months.
Where conversion is not achieved, returns will be reflective of the 38.3% shareholding, but SWI wil l
continue to benefit from the priority distributions and economics of the Preferred Share classes.
A breakdown of the target shares, purchase consideration and share classes is as
follows:
Business Plan
Comparable bitcoin miners with operations in the USA, particularly in Texas, have been successfully
executing a strategy of conversion to AI/ high-performance computing (HPC) data centres. The 3 largest
sites, by committed power, in the GDA portfolio meet all the required criteria for AI/HPC conversion and
the business plan is to execute this conversion.
AUDIT COMMITTE
Chairman
Joseph Benhamou
Member Committee
Fang Ai Lian
Member
Jean-Pierre Verlaine
Observer / Censor
OBSERVER
/ CENSOR
Olivier Jollin
MemberChairman Member
AUDIT COMMITTEE
Jean Pierre Verlaine
Fang Ai Lian
Joseph Benhamou
For further detail on Board Rules and Board composition please refer to the Corporate Governance section.
31
Max-Hervé George
Non-independent executive director, CEO
Max-Hervé George is a French entrepreneur, qualied
investor, expert in special situation transactions, real estate,
and the technology sector. He is the Founder and Chief
Executive Ofcer of the Group.
MHG started his career with co-founding a luxury hospitality
and real estate business which he led to IPO in August 2019.
After heading the company as CEO since its inception, and
following a strong increase in share value, MHG sold his
majority shareholding to a European institutional investor.
Mr. George developed a wide range of investments, including
commercial, residential, industrial, data center assets, as well
as ntech, Swiss private banks and regulated asset managers,
organised under Mr George’s fully owned investment holding
company, Icona Capital Group, established in 2019, which
was consolidated under the Company in 2024.
As at 31 December 2024 Mr. George was the sole shareholder
of the Group, whereas as of 31 December 2025 he held a
80,25% direct stake and acted as the Group CEO (which
position he still holds).
Arnaud de Puyfontaine
Non-independent non-executive director,
Chairman
Arnaud de Puyfontaine serves as Chairman of the Man-
agement Board and Chief Executive Ofcer of Vivendi. He
has received distinctions including the title of Chevalier de
l’Ordre National de la Légion d’Honneur and the Order of
the British Empire (OBE).
Mr. de Puyfontaine began his career at Le Figaro and later
joined Emap Group, where he became Chief Executive Ofcer
of Emap France. Following the acquisition of Emap France
by Mondadori Group, he served as President of Mondadori
France Holding and later as Senior Advisor to the Vice-
President of Arnoldo Mondadori Editore. In 2009, he was
appointed Chief Executive Ofcer of The National Magazine
Company (Natmags) and later Executive Vice-President
of Hearst Magazines International. He joined Vivendi in
2014 as Senior Executive Vice-President for Media and
Content and was subsequently appointed Chairman of the
Management Board.
32
Jaume Sabater
Non-independent executive director
Jaume Sabater Martos is a Swiss citizen currently residing
in Geneva, Switzerland. He is the Founder of Stoneweg
group and CEO of Stoneweg Asset Management SA. For
more than 15 years he has dedicated his career to Real
Estate investment both in the direct and indirect eld. Before
creating Stoneweg in 2015, Jaume Sabater was First Vice-
President with Edmond de Rothschild (Suisse) S.A. Asset
Management in Geneva for 11 years (from 2003 to 2014).
There, he established the real estate investment operations,
setting up the product and fund selection platform as well
as establishing the dedicated real estate team in 2007.
As Head of the Real Estate unit and Head of Dedicated
accounts, Mr Sabater oversaw a team of 20 investment
professionals based in Geneva, Paris and Luxembourg.
The platform had total assets under management of CHF 5
billion. With his real estate unit, he managed a global
real estate fund of funds and supervised the real estate
allocation of the bank’s pension fund. In 2011 he launched
the rst Swiss Real Estate SICAV (ERRES) investing over
CHF 1 billion in real estate assets in Switzerland. In 2025,
Mr Sabater was appointed to the board of directors of CBH
Compagnie Bancaire Helvétique SA.
As CEO of Stoneweg, Mr Sabater and his team managed
to invest more than CHF 6 billion since inception in 2015.
During that period, Stoneweg, headquartered in Geneva,
opened ofces in Madrid, Barcelona, Milan, Andorra, St.
Petersburg (FL) and Dallas (TX) and went from 5 to 140
employees around the world (circa 40 in Switzerland).
The company successfully listed one of its managed
companies, Varia US Properties, with the Swiss Stock
Exchange in Zrich (VARN). Mr Sabater holds a master’s
degree in international management from the Community
of European Management Schools in St. Gallen University
and ESADE Barcelona.
Joseph Benhamou
Lead independent non-executive director
– Chairman of the Audit Committee
Joseph Benhamou is a Graduate Engineer and Chartered
Accountant with a master’s degree in Econometrics from
the University of Geneva. He began his career as a teaching
assistant in the Department of Econometrics before joining
Peat Marwick & Co. in 1980 and Audiba in 1982 as a
consultant. In 1986, he joined Bank Julius Baer as Executive
Member and Head of Operations, and subsequently held
senior management positions at HSBC Republic, where he
served as General Manager overseeing nance, operations,
compliance, and IT.
In 2000, Mr. Benhamou participated in the establishment
and licensing of Bank Jacob Safra, where he served as Chief
Executive Ofcer. He later became the main representative
of the Benhamou family shareholding in Compagnie
Bancaire Helvétique SA (CBH), serving as CEO for 12 years
and contributing to the bank’s expansion and consolidation.
Since 2014, he has served as a non-executive director of
CBH and remains involved in group strategy and business
development within the Group.
33
Fernando Bolivar
Independent non-executive director
Fernando Bolívar Almela is an entrepreneur, venture
builder and executive with experience across nance,
technology and education. Over the course of his career, he
has founded, co-founded and scaled multiple businesses,
combining quantitative nance expertise with technology-
driven platforms and educational initiatives.
Mr. Bolívar is the co-founding partner and Chief Executive
Ofcer of Expert Timing Systems International, a company
founded in 1987 to address the demand for quantitative
asset management and risk control techniques for
international nancial institutions. He held this role until
2023 and was closely involved in the rm’s strategic
development and long-term growth.
He is also a co-founding partner of TechRules, established
in 1999, a provider of objective and customisable nancial
content used by nancial institutions to enhance the quality
of investment advice delivered through internet and intranet
platforms.
In the education sector, Mr. Bolívar is a founding partner of
European Open Business School, an online business school
focused on Latin American professionals, through which
more than 10,000 students have obtained degrees to date.
He is also a co-founding partner of FIT – Center of Finance,
Innovation and Technology, an international certication
initiative supported by the Fields Institute and technology
universities in Toronto and Munich.
More recently, Mr. Bolívar has been involved in education and
technology ventures focused on articial intelligence and
private banking innovation. These include Beyond AI, which
supports companies in their AI transformation through
mentoring and education, and Wealthabout, a technology
platform aimed at re-inventing private banking services and
nancial planning tools for independent nancial advisers
and private banks.
Mr. Bolívar holds a university degree in Economics from
Universidad Complutense de Madrid and has completed
several courses in nance. In parallel with his entrepreneurial
activities, he has more than fteen years of teaching
experience at various business schools.
Jean-Pierre Verlaine
Non-independent non-executive director
– Member of the Audit Committee
Jean Pierre Verlaine is a nance professional with experience
across alternative investment fund management, private
equity and banking. He has been with Intesa Sanpaolo
in Luxembourg for over ve years, serving as co head of
the nancial engineering and structuring department for
the international corporate and investment funds client
segment. In 2004, he joined the European private equity
rm J. Hirsch & Co., working in Luxembourg, Milan and
Frankfurt over a period of approximately ten years and
ultimately as a partner, during which time the platform
oversaw total assets under management in excess of € 1
billion. Mr. Verlaine has longstanding involvement in the
alternative investment funds industry and a background in
transaction management and asset management, including
deal origination, acquisitions, restructurings, debt raising,
nancial engineering and fund administration. In 2014,
he co founded Engelwood, which provides (i) alternative
investment fund management services and (ii) central
administration services from Luxembourg to clients across
real estate, infrastructure, private equity, debt, venture
capital and fund of funds strategies.
Mr. Verlaine also serves as a board member of Luxembourg
and foreign alternative investment funds and of listed
companies, with a focus on real estate and infrastructure,
private equity and debt strategies. Mr. Verlaine graduated
from the Business School of Liège (Belgium) in Business
Management with a specialisation in Accounting & Tax, is
a certied Tax Adviser, completed executive education in
nancial management at Harvard Business School (2003)
and undertook a corporate governance programme at
INSEAD (2014; INSEAD IDP C).
34
Ai Ai Wong
Independent non-executive director
Ai Ai Wong is a Singapore-based legal and corporate
governance leader with over three decades of experience
in international law, transactions, and executive
management. She currently serves as an Independent Non-
Executive Director of City Developments Limited (CDL),
one of Singapore’s largest listed real estate groups. She is
Chairman of CDL’s Nominating & Remuneration Committee
and a member of the Audit & Risk Committee. She is also a
Board Director at PSA International Pte Ltd, a global supply
chain leader and one of the world’s largest port operators,
and serves on its Audit, Risk and Financing Committee and
its Leadership Development and Compensation Committee.
Until her retirement in July 2023, Ms. Wong was Principal
at Baker & McKenzie Wong & Leow, the Singapore member
rm of the global Baker McKenzie network. Over the course
of her career there, she led a wide range of complex cross-
border corporate and M&A transactions for blue-chip clients
and held senior leadership roles, including Chair of the Asia
Pacic region and membership on the rm’s Global Executive
Committee. Her practice and leadership were consistently
recognised by major legal directories, including Chambers
Asia Pacic, Legal 500 Asia Pacic and IFLR1000.
In addition to her legal career, Ms. Wong has held several
signicant public-interest and advisory roles. She is a
Justice of the Peace in Singapore, serves on the Public
Service Commission’s Disciplinary Panel of Persons, and
is a member of the Board of Visiting Judges and Board of
Inspection appointed by the Ministry of Home Affairs. She
was also a director of the Singapore Tourism Board for
6 years from 2019 to 2024. During her career she was a
founding steering committee member of Climate Governance
Singapore Limited (CG Sing), an initiative linked to the World
Economic Forum that promotes climate awareness among
corporate directors.
Ms. Wong holds a Bachelor of Arts in Law (First Class
Honours) from the University of Kent and a Master of Laws
from Harvard Law School. She is admitted to practice in
Singapore, New York, and England & Wales (Gray’s Inn),
and is a member of the Singapore Institute of Directors.
Fang Ai Lian
Independent non-executive director
– Member of the Audit Committe
Fang Ai Lian held various senior management positions
with Ernst & Young LLP from 1974 to 2008. Ms. Fang was
appointed Managing Partner of the rm in 1996 and Chair
in 2005.
Ms. Fang previously served as an Independent Director of
Singapore Post Limited which is listed on the SGX-ST. Ms.
Fang has previously also served on the boards of other
companies listed on the SGX-ST, including Banyan Tree
Holdings Limited, Great Eastern Holdings Limited, Metro
Holdings, Singapore Telecommunications Limited and
Oversea-Chinese Banking Corporation Limited. Additionally,
Ms. Fang also serves as Chair of the Board of Trustees of the
Singapore Business Federation, and formerly of the Board
of Trustees of Medishield Life Council. Ms. Fang is qualied
as a Chartered Accountant in England; she is a Fellow of the
Institute of Chartered Accountants in England & Wales and
is a Fellow of the Institute of Certied Public Accountants in
Singapore.
35
Portfolio
The Group operates as a diversied holding company with activities organized across six core segments. Each segment is
managed through dedicated platforms and teams, with oversight by the Group’s executive management. While the Group
maintains a diversied approach, its allocation of resources reects strategic priorities aligned with market opportunities and
long-term value creation.
Total Assets 31.12.2025
Adjusted NAV 31.12.2025
€3,3bn
€1,5bn
60% Data Centers
34% Real Estate
5% Financial Institutions
1% Other Strategies
68% Data Centers
19% Real Estate
11% Financial Institutions
2% Other Strategies
Data centers
The Data centers segment is the Group’s strategic pillar and represents the largest share of its capital allocation and management
focus. Managed through the AiOnX platform, the Group focuses on hyperscale Data center developments in response to market
demand associated with AI and cloud computing, with a pan-European scope that targets established digital infrastructure
hubs in well-located sites to support its strategic positioning, scalability, and long-term value creation.
The strategy prioritizes high-quality, well-located sites intended to meet current and foreseeable technical requirements, and
applies a combination of acquiring viable locations in data-Center hotspot markets at favourable pricing, securing power supply,
and applying for zoning rights for appropriate use classication. This approach is intended to establish the basis for the future
development and construction of data-Center assets reecting the latest technology and operator specications, delivered
through integrated design, development, and operational functions aimed at modern, energy-efcient facilities.
As at the date of this Annual Report, the AiOnX platform comprises ve Data center sites in Spain, the United Kingdom, Ireland,
Italy, and Denmark and in various stages of development with an aggregate power capacity of approximately 2,3 GW. The
assets are geographically well-diversied and exceptionally placed within each jurisdiction’s prominent Data center clusters.
The platform has accumulated unparalleled know-how, established strong relationships across local value chain participants
and funnelled exible capital for identifying superior sites, securing signicant electricity power supplies and zoning/building
permits, and unlocking value through partnerships with hyperscale operators like Amazon, Microsoft and Google.
The Data center platform Equity attributable to owners of the parent company amounts to € 1,130 million (€ 651 million as at
December 31, 2024) and the Group held 65,52% as at 31 December 2025 (67,07% as at 31 December 2024).
36
MW POWER
MILAN
Pregnana
Innovation
Campus
150
MW POWER
MAD RID
600
MW POWER
DUBLIN
Kildare
Innovation
Campus
179
MW POWER
CAMBRIDGE
Cambridge
Innovation
Campus
530
MW POWER
VARDE
Varde
Innovation
Campus
800
Alcobendas
Innovation
Campus
Portfolio Overview
37
Kildare Innovation Campus - Ireland
The Kildare Innovation Campus represents one of the most signicant ready-to-build Data center developments in the FLAPD
market, combining an exceptional strategic location with a fully de-risked execution prole. Situated in County Kildare within
the Greater Dublin Area, the campus benets from direct motorway access to the M4 and is located within a 20-minute drive of
Dublin’s central business district and international airport, positioning it at the heart of one of Europe’s most active and sought-
after Data center markets.
The 220,000 sqm campus, of which more than 75,000 sqm is designated for Data center use, is fully zoned for industrial and
Data center operations. Building permits were secured in 2024 following close cooperation with local authorities, providing full
planning certainty ahead of construction. The site currently benets from 16 MW of approved high-voltage power supply, with
a total allocated capacity of 179 MW to be delivered in phases, establishing KIC as a platform asset of considerable scale and
long-term relevance.
Tenant & Lease Structure
The asset is anchored by a long-term lease with a leading global hyperscale operator. The agreement is structured as a 20-
year term, inclusive of two 5-year extension options and three further rights of renewal of 12 months each, representing up to
20 years of potential lease extension beyond the initial term. The tenant will assume full responsibility for the existing 16 MW
power supply from Phase I of its occupancy, providing immediate and sustained revenue certainty from the outset of operations.
Financing & Development Progress
Construction nancing for the full cost of the rst 32 MW shell has been secured through an agreement signed in December 2025.
The facility is fully budget-covered, eliminating nancial execution risk and enabling construction to proceed with condence.
Practical completion of the rst phase is expected within the current year, with rst energization targeted for 2026. Power
capacity is subsequently scheduled to scale to 32 MW within the rst building currently under development, before stepping up
to the full 179 MW allocation across a number of separate buildings.
Location & Infrastructure
The campus is situated within an established cluster of hyperscale and technology occupiers in the Greater Dublin Area, adjacent
to Intel’s Leixlip Campus, one of the largest semiconductor manufacturing facilities in Europe, employing approximately 4,500
professionals in the eld of nanotechnology. The site is connected to the T50 Dark Fibre Network and benets from the depth of
technical infrastructure, talent supply, and supply chain maturity that characterise this premier European Data center location.
38
Cambridge Innovation Campus – United Kingdom
The Cambridge Innovation Campus is strategically positioned at the center of the UK’s Golden Triangle of Cambridge–London–
Oxford, one of Europe’s most advanced clusters for AI research, biotech innovation, and cutting-edge computing. Located at
Sutton-in-the-Isle, just north of Cambridge and between Cambridge and Peterborough, the campus sits within an ecosystem
that hosts local outposts for Apple, Google, Microsoft, and Meta, as well as biomedical AI research centers for the Wellcome
Sanger Institute and AstraZeneca, and AI technology innovators including Arm Holdings and Darktrace. The site was acquired
at the onset of the AI proliferation wave in the country, a strategic shift that has substantially intensied since, underpinned by
strong government support.
Effort is being channelled towards a planning expansion to over 200,000 sqm on top of an existing building permit for part of
the site. Since acquisition, total capacity has been increased to 530 MVA of secured power, with scalability up to 1 GW and over
600 MW IT, making this one of the largest AI-focused schemes in the United Kingdom. The campus is located next to several
renewable energy sources, improving its green credentials and reducing operational costs for end customers.
Planning & Institutional Support
Part of the site already benets from a building permit for the construction of 65,000 sqm of Data center space, reecting
strong support from the local municipality for the development of the site into a full-scale innovation campus. Cambridge has
recently been recognised as the world’s most intensive science and technology cluster for three consecutive years, reinforcing the
strategic rationale of the investment. Furthermore, the UK Government has launched a strategic initiative to identify AI Growth
Zones across the country for the establishment of sovereign AI hubs anchored to substantial Data center capacities, Cambridge
Innovation Campus is one of the few sites that would qualify.
Location & Infrastructure
Anchored by the University of Cambridge, a dominant force of research and technological transformation, the campus caters to
a local technological ecosystem of AI-focused enterprises and institutions whose research and development activity increasingly
hinges on large computational capabilities. The proximity to renewable power sources further strengthens the site’s long-term
competitiveness and sustainability prole.
39
Alcobendas Innovation Campus - Spain
The Alcobendas Innovation Campus occupies a prime position in Madrid’s leading Data center corridor, one of the most important
and strategic Data center hubs in Spain and throughout Southern Europe. Situated on one of the last undeveloped land parcels
in all of Madrid, the 56-hectare site is conveniently located next to a major bre aggregation point and just 4 kilometres south of
Red Eléctrica’s largest substation, the San Sebastián Sub Station, the substation with the most power in Madrid. The Alcobendas
area, together with the A-1 corridor, hosts established operators including Equinix, CyrusOne, Data4, and Microsoft, underlining
the area’s maturity as a hyperscale destination. The campus is well-connected via multiple carriers and bre access points,
ensuring robust network connectivity and low latency, and its proximity to the city center and sought-after residential areas
makes it attractive to both local and international businesses.
The campus is targeted to achieve 242,000 sqm of buildable area, with power capacity scalable up to 600 MW, positioning it as
one of the largest AI-focused Data center schemes in Southern Europe.
Planning & Government Support
The project benets from strong institutional backing and limited planning risk. It has been included in the Madrid Region’s
Accelerator Programme and the Special Plan has been greenlighted, formally conrming Data center use for the site. Most
signicantly, the City of Madrid has declared the project a Project of Major Strategic Importance, the rst in Spain to receive such
a designation, ensuring minimal opposition throughout the urbanisation process and the remaining permitting stages.
Power & Infrastructure
The site has secured and signed 200 MW of power, representing the rst phase of the development and expected to be available
in 2028. Advanced negotiations are currently underway for the next two tranches of 200 MW each, which would bring the total
secured power to 600 MW.
Hyperscale Interest & Market Position
The project has attracted multiple hyperscale players and benets from strong ongoing engagement from top-tier operators.
The scale of the campus, combined with its designation as a Project of Special Interest and its location within Madrid’s primary
Data center corridor, establishes Alcobendas as a rare opportunity to deploy large-scale capacity rapidly in one of Europe’s most
competitive and high-growth digital markets.
40
Pregnana Innovation Campus – Italy
The Pregnana Innovation Campus is located in Milan’s established Data center corridor, one of Europe’s key connectivity and
cloud hubs, offering immediate access to major hyperscaler infrastructure. Situated in the Pregnana Milanese area alongside
the A-1 corridor, which is establishing itself as one of the most important and strategic Data center hubs in Milan, Italy, and
throughout Southern Europe, the campus is positioned 4 kilometres from the epicenter of the West AZ, where Data4 hosts
Microsoft and AWS. The West AZ is the established Data center location for hyperscalers with existing presence and pipeline
expansion, and the site benets from strong ongoing interest from global cloud providers.
The campus sits within a 185,000 sqm industrial zone and provides over 75,000 sqm of buildable area across an 18-hectare
plot, with zoning already in place and the operative development plan underway. The site is currently occupied by outdated
industrial buildings, representing a browneld redevelopment opportunity in one of Europe’s most supply-constrained digital
infrastructure markets. With approximately 100,000 sqm of project buildability, the campus is positioned to support large-scale,
long-term deployments and deliver secure, stable cash ows.
Infrastructure & Connectivity
The campus benets from close proximity to the Ospiate substation (380/132kV), with the full 150 MW of secured power to be
delivered via a new on-site substation, initially within the group’s ownership and later to be transferred to TERNA. Multiple bre
optic networks in the immediate vicinity ensure excellent connectivity. In terms of road access, the site benets from proximity
to major infrastructure arteries, the Rho exit of the A4 motorway is the closest to the property, while the A8 motorway provides
easy access to Varese, Como, and Switzerland, and the A50 offers a direct connection to the A1 motorway.
41
Varde Innovation Campus
The Varde Innovation Campus offers a rare combination of large-scale capacity, strong grid reliability, and direct access to one
of Europe’s most advanced renewable energy markets, making it highly suitable for next-generation AI and cloud infrastructure.
Spanning approximately 110 hectares of greeneld land, the campus provides a target of 400,000 sqm of buildable area with
a total power capacity of 800 MW, positioning it as one of the most scalable and energy-efcient Data center developments in
Europe.
Located 40 kilometres west of Billund Airport, Varde municipality forms part of the Esbjerg Business Region, comprising the
municipalities of Esbjerg, Tønder, and Varde, all of which are actively working together to promote the area for data center
development. Esbjerg is the Internet Hub of Northern Europe, with extremely well-established bre connections to the United
States and the rest of Europe, and serves as the landing point of multiple transatlantic subsea bre optic cables connecting to
all major hubs across Europe. This network infrastructure marks a signicant milestone in solidifying the region’s commitment
to advancing transatlantic connectivity and routing diversity. The low population density of the area means there is a large
potential surplus of renewable energy, which is abundant in Denmark and highly valued by operators for ESG purposes.
Power & Infrastructure
The full 800 MW power agreement has been successfully executed, securing the originally underwritten capacity in its entirety.
A new substation will deliver the full capacity through green power, directly addressing the ESG requirements of hyperscale
operators. The campus is served by two substations in close proximity, one at 400kV located 4 kilometres from the site, and
another at 60kV located just 200 metres away. The potential to bring the energization timeline forward by 12 months relative to
original expectations is actively being evaluated with the grid provider. First energization is targeted for 2031, with the full 800
MW available from that point onwards.
The campus is designed to feature advanced technologies including direct liquid cooling to support high-performance computing
and AI workloads efciently, making it ideally suited to the requirements of hyperscale operators.
Land Ownership & Planning
All originally designated land plots have been fully secured, resulting in an ownership of approximately 110 hectares and
providing full control over the development parameters and facilitating the planning approval process. Around 35% of the site
already benets from zoning, with the remainder expected to be adopted by early 2027. Surveys and planning works in relation
to zoning are well underway and on track to be secured in 2027.
42
New initiatives and strategic acquisitions
SWI is actively pursuing an initiative to signicantly grow its digital infrastructure strategy via a geographically substantial
diversication of 1.2 GW capacity in the US market and an expansion into the AI-as-a-Service segment through the investment
into a best-in-class European Nvidia Preferred Partner cloud services provider. Both acquisitions are highly complementary
to SWI’s existing 2.3 GW data center platform, AiOnX, which develops ve strategically located hyperscale projects, partially
leased to one of the largest technology operators.
On one hand, SWI is in the process of acquiring a majority stake in a US Bitcoin miner (to be transformed into HPC) currently
drawing 645 MW of grid capacity for operations, while beneting from a total of 1.3 GW of secured and energized grid connections
approved for consumption in 2026/2027, predominantly across the US and Sweden. The Group intends to reposition the current
asset base to high-performance and AI-related data center services leveraging its extensive expertise, track record and network
in the space. The portfolio comprises 15 facilities, including three hyperscaler grade sites in Texas with a combined capacity of
900 MW, where commercialization can be achieved within the next two years.
On the other hand, SWI has agreed to acquire a majority stake in Polarise, one of the fastest rising and capable neoclouds in
Europe. The company has recently inaugurated Germany’s most advanced AI factory in Munich in close collaboration with Nvidia
and Deutsche Telekom, positioning itself as the only AI-infrastructure provider to deploy over 10,000 GPUs in the country. Being
a Preferred Nvidia Cloud Partner, the business focuses on the development of state-of-the-art and innovative data centers,
operation of the latest AI chips and provisioning of proprietary full-stack cloud services and software directly to enterprise and
retail clients. In combination with SWI’s asset base, Polarise oversees an immediately proceedable pipeline across Europe and
the US, servicing an actively growing offtake customer list.
Aggregating the European and US platforms with one of the most promising end-to-end GPU-as-a-Service operators, SWI’s
ambition is the creation of a prominent global data digital infrastructure player that will offer, within the next two years, in excess
of 5 GW in power capacity across a vertically fully integrated product span, from land and power to GPUs and software. The
combined business will benet from SWI’s institutional base with over € 10 billion in AUM and support from its over 500 strong
team spanning critical execution capabilities.
43
Real Estate
The Listed Real Estate segment includes the Group’s interests in publicly listed real estate vehicles, such as Stoneweg Europe
Stapled Trust (SERT) listed on the SGX-ST—which comprises SEREIT and Stoneweg European Business Trust—and Varia US
Properties listed on SIX Swiss Exchange. These investments are managed through the Stoneweg Global Platform, which provides
institutional-grade asset management capabilities. The listed Real Estate segment offers exposure to income-generating assets
and liquidity benets, complementing the Group’s direct holdings. Management resources are allocated primarily to governance
and oversight rather than operational involvement.
Stoneweg European Trust (SERT)
Stoneweg European REIT is listed on the Singapore Exchange SGX since December 2017. The main purpose of the vehicle is to
exclusively invest in Pan-European diversied commercial real estate income-generating asset classes (logistics, light industrial,
Data centers & ofces).
The Group is the SERT Sponsor and 28,09% shareholder of SERT (as at 31 December 2025) and Stoneweg dedicated entities
act as the Property Manager and the Asset Manager.
Investment-Grade Credit Ratings:
BBB-
Investment Grade
Credit Rating with
Stable Outlook
(Jan 2026)
BBB
Investment Grade
Credit Rating with
Stable Outlook
(Oct 2025)
Paris, France Spennymoor, Durham, UK Milan, Italy Bronby, Denmark
44
Varia US Properties
Varia US Properties AG is a Swiss-based company listed at the Zurich SIX Stock Exchange since 2016 (“VARN”). The main
purpose of the vehicle is to exclusively invest in the US Multifamily real estate market. It focuses on secondary areas characterized
by population, employment growth, and limited housing offering.
The Group holds 14,85% fully diluted shareholding (as at 31 December 2025) and Stoneweg group dedicated entities act as the
Asset Manager.
9 States
Total AUM
$1.05 bn
6571 / 22
Units / Assets
93%
Occupancy
North Carolina Texas Arizona
Arizona Tennessee Kentucky
Nebraska Kentucky Kentucky
Monteprandone
4545
This commercial building is being fully renovated in 2025
and offering 1,760 sqm of office space in the heart of
Geneva. Storage areas in basement and external parking
spaces complete the asset in a very dense area where
both are highly demanded.
Geneva,
Switzerland
Office Building
The Unlisted Real Estate segment comprises direct
investments in prime properties and development projects
in key locations such as London, Geneva and the Swiss Alps,
including residential, commercial, logistics, and hospitality
assets, as well as control of Stoneweg, an international real
estate asset manager.
Direct investments
4646
The building in Cork Street is an example of prime real
estate, acquired in 2019 and completely renovated for
the purpose of offices space, centrally located in central
London, Mayfair close to public transportation, restaurants,
shopping facilities and the heart of business in London, this
building was a very prominent investment in a prime real
estate.
Cork Street, UK
Office Building
4747
This ambitious project will see the construction of a luxury
hotel with 20 rooms & suites and three private chalets
directly on the Schönried slopes, making it the only ski in/ski
out asset in the prestigious ski resort.
Gstaad region,
Switzerland
Hospitality
4848
Fadesa is an 80,6-hectare land plot strategically located
by the Danube river and in very close proximity to the city
center. Its high-profile location was previously earmarked
to host various Olympic facilities. The site offers several
attractive redevelopment options in the residential, office,
retail or entertainment space, and the Group acquired the
project in 2024.
Budapest,
Hungary
Largest
European City
Development
49
Stoneweg Asset Management
Stoneweg is a core component of the Group’s strategy, managing approximately €10 billion in assets under management
across Europe, the United States, and Asia. Its activities include origination, development, and management of tangible, income-
producing, and value-add assets, supported by institutional-grade governance and operational infrastructure. The Group
targets supply-constrained markets and high-quality locations, supporting sustained growth through active asset management
and redevelopment. Dedicated teams manage leasing, tenant relations, and property operations, while Stoneweg provides
additional capabilities in fund and investment management, as well as transaction execution.
As at 31 December 2025, the Group holds a 36,8% fully diluted stake in Stoneweg Global Platform SCSp (33,7% as at 31
December 2024) and 80,26% in Stoneweg S.A. (25,11% as at December 31, 2024).
Logistics Living Hospitality
10 Mandates
Live
Mandates
Total AuM
8 Mandates 1 Mandate
€ 2bn € 2bn € 556m
11 2 2
115 Assets 20k Units Acquired 1,623 Keys
Countries
Number
Of Assets
Live
Mandates
Total AuM
Countries
Number
Of Assets
Offices Other
4 Mandates
€ 1.1b
5
31 Assets
Data Centers
5 Mandates
€ 2.7bn
5
5 Assets
16 Mandates
€ 1.2bn
23
103 Assets
50
Financial Institutions
This segment includes strategic interests in regulated entities such as banks, and Well-positioned institutions and FinTech
companies prepared to meet the evolving challenges of the nancial landscape. These investments are selected for their stability,
governance quality, and potential to adapt to evolving nancial sector dynamics. The segment contributes to the Group’s income
through dividends, capital appreciation, and strategic inuence.
By identifying and backing innovative rms with strong leadership, sound governance, and growth potential, we support the
transformation of the nancial landscape. Our investments are focused on institutions that not only offer stability but are also
adaptable to the fast-changing nancial environment, positioning us at the forefront of the sector’s evolution. The GAV of the
Financial Institutional Strategy is € 167 million.
Other Strategies
Include a series of diversied investment mainly into:
(i) Liquid Strategies - The Liquid Strategies encompasses highly liquid investments (publicly traded securities, xed income
instruments, hedge funds) and opportunistic positions in assets with turnaround potential. The segment is managed by
a dedicated team that balances tactical exibility with value-creation strategies. While not a core growth driver, this
segment plays a critical role in portfolio liquidity management and risk diversication. Resource allocation is proportional
to its opportunistic nature, with management involvement focused on deal origination, monitoring and exit strategies.
We invest in high-potential businesses, providing capital, strategic guidance and operational expertise to drive growth,
either by taking direct positions or through some of the leading hedge funds in the sector. Our approach is sector-agnostic,
focusing on companies with strong fundamentals, scalability, and disruptive potential.
However, our investments are not only driven by nancial performance but also by a strong commitment to future-
oriented and sustainable development projects. We actively seek opportunities that align with long-term value creation
and environmental responsibility.
(ii) Special Situations - By staying ahead of emerging trends, we acquire and manage distressed assets or under performing
companies with the potential for recovery and value creation. We have an active execution team for distressed deals and
opportunities.
Our proactive approach allows us to seize these opportunities quickly, bringing in the necessary capital, strategic direction,
and management expertise to unlock signicant upside potential.
The Group is invested with an active operational role into several companies across Europe; mainly Switzerland, across
various segments such as logistics, food distribution, and hospitality. Our teams provide daily support to the management
in place to monitor the group’s investments.
(iii) Sports & Entertainment - In 2024 we launched Icona Racing, in partnership with ART Grand Prix, Set up by Frédéric
Vasseur, the current team principal of Scuderia Ferrari.
Icona Racing is nancing promising young drivers until they become professional. The program covers all related costs
for the training period in exchange for a share of the drivers’ revenues for 15 years once they turn revenue-generating as
professional drivers.
Icona Racing already has two drivers on contract: Victor Martins and Evan Giltaire, and more to come.
Recently, Icona Racing signed a management contract with F1 driver Isack Hadjar, who ended the 2025 season
successfully beyond expectations, by signing with Red Bull Oracle.
The segment also includes broader investments in sports and entertainment ventures leveraging partnerships with elite
athletes and organizations to build long-term value and brand visibility. This segment represents a minor allocation of
capital and management resources and is primarily intended to enhance brand visibility and diversify the Group’s portfolio.
51
Risk Management, Risks and Control System
The Group has established internal risk management and control processes designed to support the identication, assessment
and management of the principal risks associated with the Group’s activities. These processes are intended to support the
achievement of the Group’s strategic objectives, safeguard its assets, ensure the reliability and timeliness of nancial and
operational information, and promote compliance with applicable laws and regulations.
The Group operates as a diversied global investment platform active across several sectors, including Data center development
through the AiOnX platform, real estate investment and asset management activities conducted through the Stoneweg group
and related structures (including listed real estate exposure through Stoneweg Europe Stapled Trust (“SERT”), direct real estate
investments and development projects, nancial institution investments, liquid investment strategies and selected special
situations.
Given the diversity of these activities and the Group’s presence across multiple jurisdictions in Europe, Asia, Middle East and
the most recently the US, the Group’s risk management framework is designed to support the identication, monitoring and
mitigation of risks arising from both investment activities and operational businesses across the Group’s various platforms and
subsidiaries.
The Group’s approach to risk management has been developed with reference to recognised governance and risk management
frameworks, including the COSO Enterprise Risk Management framework (“Committee of Sponsoring Organizations of the
Treadway Commission – Enterprise Risk Management model”), and is proportionate to the Group’s current stage of development.
Following the acquisition of several material subsidiaries during 2025, the Group is in the process of further formalising and
harmonising its enterprise risk management and internal control framework across the organisation. This process includes the
development of a documented Group risk management policy, the establishment of a structured risk register, the formalisation
of risk ownership, the strengthening of reporting processes and the progressive implementation of additional internal control
procedures.
As an investment platform operating through a number of subsidiaries and investment platforms across multiple jurisdictions
and sectors, the Group manages risk both at the holding company level and through the governance and control arrangements
implemented by the relevant subsidiaries and platforms. The boards and management teams of those entities remain
responsible for the design and implementation of risk management and internal control processes appropriate to their activities
and regulatory environment.
Through its governance framework and Board representation across key subsidiaries and investment platforms, including
entities associated with the Stoneweg group and the AiOnX platform, the Company maintains oversight over strategic decisions,
nancial performance, development activities and risk exposures across the Group.
The Group supports the implementation of a sound internal control environment across the Group through its governance
framework, Board oversight and representation across key entities.
The internal risk management and control system consists of a set of policies, procedures, reporting lines and organisational
structures designed to support the identication, measurement, management and monitoring of the principal risks affecting
the Group. An effective internal control and risk management framework contributes to the conduct of business in a manner
consistent with the Group’s objectives and supports informed decision-making.
The responsibility for the oversight and monitoring of the internal risk management and control system rests with the Board of
Directors. The Board is responsible for the governance of risk and for overseeing the effectiveness of the Group’s internal control
framework. In performing these responsibilities, the Board is assisted by the Audit Committee, which supports the Board in
relation to nancial reporting, internal control systems and risk management matters.
Given the recent expansion of the Group and the integration of newly acquired subsidiaries, the Board considers that the
continued development and harmonisation of the Group’s internal control and risk management processes is an important
priority.
Internal control framework
SWI’s internal risk management and control framework operates through several levels of responsibility across the organisation.
The rst level of control is represented by operational management within the Company and its subsidiaries. Operational
controls are implemented within the Group’s principal platforms and operating entities. These controls include monitoring of
development milestones, grid connection agreements, permitting processes, construction timelines and contractual arrangements
with contractors, utilities and development partners (mainly reected in the AiOnX platform). Within the real estate activities
52
conducted through the Stoneweg group and related entities, operational controls include asset management oversight, tenant
and lease management, investment committee processes and portfolio monitoring.
The second level of control is primarily performed by the Group’s nance and corporate functions, which support and monitor
the operation of controls within the business. These functions assist in identifying and assessing risks, developing policies and
procedures and overseeing the nancial reporting and governance processes across the Group. As the Group continues to
integrate recently acquired subsidiaries, these functions are also responsible for harmonising governance, reporting and control
practices.
The third level of control consists of independent assurance activities. At present, external audit forms a key component of this
assurance framework. In line with the governance roadmap described in the Prospectus, the Company intends to implement a
Group internal audit function with effect from 1 January 2027, following the completion of the initial integration phase of the
Group’s recently acquired subsidiaries. The internal audit function will provide independent assurance on the effectiveness of the
Group’s internal control, risk management and governance processes.
The Board believes that this phased development of the internal control framework is appropriate given the Group’s current size,
complexity and stage of development.
The internal risk management and control framework is subject to periodic review and development in order to ensure its
continued suitability as the Group evolves.
Internal control and external control over nancial reporting
The system of control over nancial reporting forms an integral part of the Group’s broader internal control and risk management
framework. Its purpose is to support the reliability, accuracy, completeness and timeliness of the Group’s nancial information.
The system of internal controls over nancial reporting focuses on the procedures and organisational structures that ensure the
reliability of nancial reporting and the proper application of accounting policies. The system of internal control over nancial
reporting aims to ensure the adequate and effective application of administrative and accounting procedures designed to provide
a true and fair representation of the Group’s nancial position and results in the nancial statements prepared by the Company.
Financial reporting risks may arise from the valuation of real estate assets, development projects, private investments and digital
infrastructure assets within the Group’s portfolio. These include assets associated with the AiOnX Data center development
platform, real estate assets held directly by the Group, and investments and co-investments managed through the Group
including Stoneweg group. Such valuations may rely on assumptions relating to market conditions, development progress,
tenant demand, power availability and expected future cash ows.
The Company’s approach to the evaluation and monitoring of nancial reporting controls follows a risk-based process. This
approach focuses on areas where the risk of material error may be higher, including those arising from complex transactions,
signicant estimates and fair value measurements.
The system of control over nancial reporting forms an integral part of the Group’s internal control framework and is designed to
support the reliability, accuracy and timeliness of the Group’s nancial information.
The principal elements of the system include:
i. identication and assessment of nancial reporting risks;
ii. implementation of controls designed to address those risks; and
iii. monitoring of the effectiveness of such controls and evaluation of any issues identied.
The nancial reporting control framework is being further developed as part of the Group’s ongoing integration process and
takes into account applicable accounting standards, regulatory requirements and market practices.
The framework includes administrative and accounting procedures such as governance and ethical standards applicable to
employees and management, delegated authorities and approval procedures, nancial reporting and consolidation processes,
nancial closing timetables and reporting instructions, and procedures for the provision of nancial and operational information
from subsidiaries to the parent company.
Given the Group’s recent expansion and current integration phase, certain elements of the Group’s internal control framework
continue to be formalised and harmonised across subsidiaries. Based on the work performed to date, no material deciencies
in the internal control processes relevant to nancial reporting have been identied. However, the Board acknowledges that the
Group’s internal control framework continues to evolve as part of the broader governance development programme.
53
Internal control covering the preparation and processing of nancial information
Organisational structure and management of nancial reporting
The preparation and processing of accounting and nancial information is coordinated at Group level through the Company’s
nance function under the oversight of management and the Board of Directors.
As the parent company of the Group, SWI Capital Holding Ltd. denes and oversees the preparation of nancial reporting
information and coordinates the process through which nancial information is obtained from subsidiaries.
Management is responsible for ensuring that the processes used to prepare accounting and nancial information produce
reliable information and provide, in a timely manner, a fair view of the Group’s nancial position and performance. This process
includes the review of signicant accounting estimates, valuation assumptions and other judgements relevant to the preparation
of nancial statements.
Members of the Audit Committee examine the consolidated annual and interim nancial statements and monitor the nancial
reporting process. Their review is based on information provided by management, discussions with the nance function and the
ndings of the external auditors. The Audit Committee reports its ndings and conclusions to the Board of Directors.
The Board of Directors is responsible for approving the Company’s annual and interim nancial statements.
Processes for preparing consolidated nancial statements
The preparation of the Group’s consolidated nancial statements is coordinated at Group level and involves the collection and
consolidation of nancial information provided by the relevant subsidiaries.
This process includes the review of nancial reporting packages submitted by subsidiaries, the application of Group accounting
policies and the assessment of uniformity of accounting treatment across the Group.
Given the Group’s recent formation and expansion through acquisitions, SWI continues to develop and harmonise nancial
reporting procedures and documentation across the organisation.
Risk Management
The Group has adopted an enterprise risk management approach intended to support the identication and assessment of the
principal risks associated with the Group’s activities and strategic objectives.
The risk management approach has been developed with reference to recognised risk management frameworks, including the
COSO Enterprise Risk Management framework. Risk management is considered a continuous process involving the Board of
Directors, management and relevant personnel across the organisation.
The risk management framework supports the identication of potential events that may affect the Group’s business and assists
management in evaluating risk exposure and appropriate mitigation measures.
The Group’s risk prole reects its hybrid model combining investment activities, asset management activities and operational
development projects. The principal risk exposures therefore arise from (i) large-scale Data center development projects,
including land acquisition, permitting and grid connection processes, (ii) real estate investment and asset management activities
conducted through the Stoneweg group and related structures, (iii) investments in nancial institutions and alternative investment
strategies, and (iv) the integration and governance of multiple subsidiaries and investment platforms.
The Board of Directors is responsible for overseeing the effectiveness of the Company’s risk management framework. The Audit
Committee monitors the effectiveness of the internal control and risk management systems and reviews relevant risk matters in
the course of its activities.
Management is responsible for identifying and assessing key risks arising from the Group’s operations and strategic initiatives
and for implementing appropriate mitigation measures.
In light of the Group’s recent expansion and the integration of newly acquired subsidiaries, the Company is continuing to develop
and formalise certain elements of its enterprise risk management framework. During 2026, the Company intends to implement
54
a number of enhancements to its governance processes, including the development of a documented Group risk management
policy, the establishment of a structured risk register, the formalisation of risk ownership across the organisation and the
development of structured risk reporting processes.
The risk management framework will continue to evolve as the Group’s governance processes mature and additional control
mechanisms are implemented, including the introduction of a Group internal audit function.
Risks relating to the operations of subsidiaries and investee entities are also identied and managed at the level of those entities
within their respective governance and control frameworks. The Company supports the implementation of appropriate risk
management processes across the Group through governance oversight and Board representation where applicable.
Risk Appetite
The risk appetite is dened as the level of risk the Group is willing to accept in pursuit of its strategic objectives. The Group
generally operates within a moderate overall risk range, reecting its strategy of developing and managing investments and
operating businesses across multiple sectors and jurisdictions.
Within this overall framework, the Group is conscious of a relatively higher level of risk in strategic in development activities,
particularly in relation to large-scale infrastructure and real estate projects such as Data center developments undertaken through
the AiOnX platform, where risks relating to land acquisition, permitting, grid connection, construction and commercialisation are
inherent to the business model.
The Group’s higher risk tolerance therefore relates primarily to strategic and operational activities, including acquisitions,
development projects and expansion initiatives intended to support long-term value creation.
The Group maintains a low tolerance for risks relating to regulatory compliance, governance integrity, nancial reporting
accuracy and reputational harm. Compliance with applicable laws and regulatory requirements takes priority over other business
objectives.
The articulation and monitoring of risk appetite will continue to evolve as the Group’s enterprise risk management framework
becomes further formalised.
Key risks and key trends
As part of its ongoing governance processes, management reviews the principal risks affecting the Group’s activities and
strategic objectives.
These risks reect the Group’s diversied business model combining investment management, real estate investment and
development, digital infrastructure development and strategic nancial investments. The Group’s most signicant operational
activities currently relate to the development of hyperscale Data center infrastructure through the AiOnX platform and the
management of real estate assets and investment structures through the Stoneweg group and related entities.
The principal risks identied by the Company include, among others:
i. strategic and investment risks;
ii. valuation and market risks;
iii. nancing and liquidity risks;
iv. Data center infrastructure risks;
v. real estate and development risks;
vi. regulatory and compliance risks;
vii. governance and shareholder structure risks;
viii. Cybersecurity and information security risks;
ix. tax and legal risks;
x. nancial reporting and operational integration risks.
Further nancial related risks have been described in note 32 of the Financial Statements.
The occurrence of one or more of these risks could have a material adverse effect on the Group’s business, nancial position,
results of operations, reputation or prospects.
55
As a growing investment and operating platform, the Group also monitors emerging risks that may affect its activities over time,
including technological developments, evolving regulatory frameworks, energy transition policies and cybersecurity threats.
The risks described above are not exhaustive and additional risks may arise in the future as the Group’s business evolves.
The Board of Directors believes that the governance and risk management processes currently in place, together with the
planned development of the Group’s enterprise risk management framework, are appropriate for the Group’s current stage of
development.
Principal risks and mitigation activities
As part of the ongoing development of the Group’s enterprise risk management framework, management periodically reviews
the principal risks affecting the Group’s strategy and operations. The purpose of this review is to identify potential events that
could adversely affect the Group’s business, nancial condition, results of operations or reputation and to assess existing or
planned mitigation measures.
In light of the Group’s recent expansion and the ongoing integration of newly acquired subsidiaries, the Group is in the process
of further formalising its risk assessment processes. During 2026, the Company intends to establish a structured risk register
and formalised risk reporting processes across the Group. The overview below reects management’s current assessment of the
principal risk areas relevant to the Group and the mitigation measures currently in place or under development.
The sequence in which the risks are presented does not reect an order of importance or likelihood. The risks described are not
exhaustive and may evolve as the Group’s activities and risk management framework develop.
56
Risk name Risk description Category
Controls / Mitigants
(existing or under development)
General economic
and geopolitical
environment
(including country
risk)
Changes in macroeconomic conditions, including
interest rate movements, ination, nancial market
volatility, geopolitical developments or supply chain
disruptions, may adversely affect asset valuations,
investment activity and nancing conditions.
Strategic /
External
Portfolio diversication across
sectors and geographies; monitoring
of macroeconomic developments
by management and the Board;
disciplined investment review
processes.
Strategic execution
and portfolio
development
The Group’s strategy involves acquisitions,
development projects and expansion across
sectors such as real estate, Data centers and asset
management. There is a risk that investments or
development projects do not deliver the expected
returns or encounter execution challenges.
Strategic
Board oversight of strategic initiatives;
investment review processes; use
of external advisers and sector
specialists where appropriate;
ongoing monitoring of key projects.
Integration of
newly acquired
subsidiaries
The Group has acquired several material
subsidiaries in 2025 and is currently integrating
governance, operational and reporting processes
across the organisation. Integration challenges
could affect efciency, reporting consistency or
operational performance.
Operational /
Strategic
Progressive harmonisation of
governance and reporting procedures
across subsidiaries; central oversight
by Group management; phased
implementation of Group-wide
policies and processes.
Valuation
of private
investments and
real estate assets
A signicant portion of the Group’s assets consists
of investments and real estate assets. Valuations
rely on assumptions regarding market conditions,
future performance and sector-specic factors and
may be subject to volatility.
Financial /
Reporting
Management review of valuation
assumptions; use of recognised
valuation methodologies; involvement
of nance teams and external experts
where appropriate; oversight by the
Audit Committee.
Financing and
liquidity
The Group’s strategy requires access to external
nancing. Adverse developments in capital
markets, rising interest rates or reduced investor
appetite may affect the availability or cost of
nancing.
Financial
Monitoring of liquidity and nancing
needs by management; dialogue with
nancial institutions and investors;
periodic review of nancing structures
and covenant compliance.
Data center
infrastructure
development
Through the AiOnX platform, the Group is
developing Data center infrastructure. Projects
depend on power availability, regulatory approvals,
construction timelines and supply chains. Delays
or infrastructure issues could affect development
schedules and costs.
Operational
Project monitoring by management;
engagement with utilities, contractors
and advisers; staged development
planning and oversight of project
milestones.
Real estate market
and development
risks
The Group’s real estate assets are exposed to
risks relating to tenant demand, property market
conditions, leasing cycles and development
performance.
Operational /
Financial
Asset-level monitoring of occupancy
and lease proles; management
oversight of development projects;
diversication across assets and
markets where possible.
Regulatory and
compliance risks
The Group operates across multiple jurisdictions
and sectors, including regulated activities. Changes
in regulatory requirements or failures to comply
with applicable laws may affect operations and
reputation.
Compliance
Monitoring of regulatory
developments by management
and external advisers; governance
oversight by the Board and Audit
Committee; development of Group
compliance procedures.
Cybersecurity
and information
security
The Group relies on information systems and digital
infrastructure. Cyber incidents, data breaches or
technology failures could disrupt operations or
result in reputational or nancial damage.
Operational /
Compliance
IT policies and security procedures;
monitoring of systems and service
providers; employee awareness
and training; periodic review of
cybersecurity risks.
57
Risk name Risk description Category
Controls / Mitigants
(existing or under development)
Governance
and shareholder
structure
The Company has a controlling shareholder with
signicant voting power, which may inuence
strategic decisions and shareholder resolutions.
In addition, conicts of interest could arise
from directors’ external roles or related-party
transactions.
Governance
Board governance procedures;
disclosure and management
of conicts of interest; Audit
Committee oversight of related-party
transactions and governance matters.
Dependence on
key management
and founder
The Group’s strategy and investment sourcing
have historically been closely associated with the
experience, relationships and leadership of its
founder and Chief Executive Ofcer. A signicant
reduction in the involvement of key executives could
affect the Group’s ability to source transactions,
manage investment platforms or execute its
strategic objectives.
Governance
Board oversight, development of a
broader executive leadership structure
and progressive institutionalisation
of governance processes across the
Group.
Ongoing development of the risk management framework
The table above reects management’s current assessment of the principal risk areas affecting the Group. As the Group
continues to develop its enterprise risk management framework, additional processes will be introduced to support the
systematic identication, assessment and monitoring of risks across the organisation.
During 2026, SWI intends to implement several enhancements to its governance and risk management processes, including
the development of a documented Group risk management policy, the establishment of a centralised risk register, the
formalisation of risk ownership across the organisation and the introduction of structured risk reporting procedures to
management, the Audit Committee and the Board.
As the Group continues to expand its operations and integrate recently acquired subsidiaries, including the Stoneweg
group entities and the AiOnX platform activities, the Company expects its enterprise risk management framework to evolve
progressively towards a more formalised and integrated Group-wide system.
The Board considers that this phased development of the Group’s risk management framework is appropriate in light of the
Company’s current stage of development and the recent expansion of its operations.
58
Governance Report
1. Governance Framework And Philosophy
SWI Capital Holding Ltd. (the “Company”) is committed to maintaining governance arrangements that are appropriate to
its ownership structure, scale, business model and regulatory status. The board of directors of the Company (the “Board”)
recognises that effective corporate governance supports accountability, transparency, nancial integrity, proper stewardship of
assets, lawful and ethical conduct and sustainable long-term value creation for shareholders.
Throughout its development, the Company has sought to apply governance practices that are proportionate to its stage of
development while supporting the orderly management of its affairs and the protection of shareholder interests. Governance
arrangements are designed to ensure that the Board retains effective oversight of the Company’s strategy, nancial reporting,
risk management and compliance with applicable laws and regulations.
The Company’s governance framework is structured with reference to the principles of the Singapore Code of Corporate
Governance 2018 (the “Singapore Governance Code”), which provides the basis for the organisation and presentation of this
Corporate Governance Report. The Board has taken into account the principles and, where appropriate, the provisions of the
Singapore Governance Code in designing and implementing governance arrangements appropriate to the Company’s evolving
status.
The governance principles set out in this Corporate Governance Report describe the Company’s governance framework and
practices in the context of its current status as a listed public company with reference to the Singapore Governance Code. For
transparency and completeness, the report also explains the governance arrangements that applied during the nancial year
ended 31 December 2025 (“FY2025”), which represented the Company’s pre-listing governance period.
Pre-Listing Governance Overview (FY2025)
During FY2025, the Company operated as a private company limited by shares and an investment holding company. During
this period, the Company was not listed on any securities exchange and was therefore not subject to the SGX Listing Rules or
mandatory compliance with the Singapore Governance Code. Notwithstanding this, the Board sought to conduct the Company’s
affairs in a manner consistent with the Companies Act, the Constitution of the Company and governance practices appropriate
to the Company’s size, ownership structure and activities.
During FY2025, governance oversight was exercised directly by the Board in a manner proportionate to the Company’s limited
operational prole as a privately controlled investment holding company. The Board retained responsibility for the stewardship
of the Company, strategic direction, capital allocation, approval of material corporate actions and nancial statements, oversight
of statutory compliance and consideration of conicts and related party matters. As the Company did not maintain a complex
operating structure during FY2025, no separate Board committees, internal audit function or formal enterprise risk management
framework were established. Matters that would typically be delegated to specialised committees in a listed-company
environment were considered by the Board as a whole, supported by the Company Secretary and external professional advisers
where appropriate.
Board decision-making during FY2025 was effected through written resolutions in accordance with the Constitution. This
approach was considered appropriate and efcient in light of the Company’s scale and shareholder-controlled structure while
enabling Directors to receive supporting information, seek clarication and exercise independent judgement. The Board also
relied on appropriate record-keeping, documented approvals, statutory lings and the external audit process as key elements of
its governance and control environment.
The Board composition during FY2025 reected the Company’s private-company context and limited operational complexity.
As at 31 December 2025, the Board comprised three Directors, namely Mr Bruno Emmanuel Vannini, Mr Chang Jun Yin and
Ms Margaux Natacha Marine Hirzel. There were no changes to the composition of the Board and no changes to the Company
Secretary during the nancial year ended 31 December 2025. The Directors collectively brought experience relevant to investment
CORPORATE GOVERNANCE REPORT
SWI Capital Holding Ltd.
(UEN: 202435167G)
For the nancial year ended 31 December 2025
59
oversight, corporate structuring, nancial administration and governance matters. Although formal listed-company governance
practices such as committee structures, annual Board evaluations, formal diversity policies and nomination or remuneration
committees were not in place during FY2025, the Board considered the governance arrangements adopted during the year to be
proportionate and adequate for the Company’s circumstances.
Risk oversight during FY2025 was exercised directly by the Board. While no formal group-wide risk framework had been
implemented at that stage, the Board maintained oversight of risks relevant to the Company’s activities, including strategic and
investment decisions, nancial position, compliance obligations, governance matters and conicts of interest. Internal controls
were proportionate to the Company’s scale and included Board oversight of material matters, maintenance of statutory and
accounting records, approval controls, conict management procedures and reliance on external audit assurance. The Board
recognised that these arrangements provided reasonable, but not absolute, assurance against material misstatement, loss or
non-compliance.
With respect to remuneration governance, no formal remuneration policy or incentive arrangements were in place during that
period. Any future Directors’ remuneration remained subject to shareholder approval in accordance with the Constitution and
applicable law.
Shareholder engagement during FY2025 also reected the Company’s private-company structure. Shareholder approvals were
effected through written resolutions and statutory processes appropriate to a company with a limited shareholder base rather
than through physical general meetings.
During FY2025, the Company changed its name from Icona Asia Pacic Holding Pte. Ltd. to SWI Capital Holding Pte. Ltd.
pursuant to a special resolution dated 10 October 2025.
Transition to Public Company and Post-Listing Governance
After FY2025, the Company underwent a signicant transition in its legal and governance status. Pursuant to a special resolution
passed on 30 January 2026, the Company was converted from a private company to a public company limited by shares and
changed its name to SWI Capital Holding Ltd. The Company was admitted to listing and trading on Euronext Amsterdam on 19
February 2026.
These measures include the adoption of a whistle-blowing policy effective 31 March 2026 and the planned implementation
of a Group internal audit function and a more comprehensive internal control and risk management framework expected to
commence on 1 January 2027.
Accordingly, FY2025 should be viewed as the Company’s pre-listing governance period, during which governance arrangements
were proportionate to its status as a privately controlled investment holding company. The governance principles set out in
this report describe the Company’s governance framework as implemented following its conversion to a public company and
admission to trading, while also reecting the governance practices applied during FY2025 where relevant.
PRINCIPLE 1 — THE BOARD’S CONDUCT OF AFFAIRS
Board Matters
Subsequent to FY2025, and following the Company’s conversion to a public company limited by shares pursuant to a special
resolution passed on 30 January 2026, the Company adopted an enhanced governance framework in contemplation of, and
following, listing and trading of the Company’s shares (with listing occurring on 19 February 2026). In that context, the Company
adopted Board Rules intended to formalise and standardise governance arrangements, including the division of responsibilities
between Board leadership and Management, the Board’s meeting and decision-making processes, the quality and timeliness of
information ows to Directors, and the Board’s oversight of strategy, performance, nancial reporting and governance.
In the post-listing environment, the Board’s role includes setting the Company’s management agenda, developing and overseeing
the Company’s strategy and the sustainable long-term value creation approach, supervising Management and holding
Management accountable for performance, and overseeing the adequacy of internal controls and risk governance arrangements
taking into account the Company’s evolving Group structure for the long-term success of the Company.
The Board Rules contemplate the use of Board and committee meetings held in person and/or by electronic means, and provide
for Board decisions to also be taken by written resolutions where appropriate and consistent with applicable law and the
Constitution. The Board Rules also provide that Directors are to be provided with complete, adequate and timely information
to support informed decision-making and to enable Directors to discharge their duties, and that Directors have access to the
Company Secretary and, where necessary, to independent professional advice at the Company’s expense.
60
The Company has adopted internal guidelines identifying matters that are reserved for Board approval and this has been clearly
communicated to Management in writing. These guidelines are intended to ensure that key strategic, nancial and governance
decisions remain subject to Board oversight while the day-to-day management of the Company’s operations is delegated to
Management.
Matters reserved for Board approval include, among others, the approval of the Company’s strategic direction and business
plans, the annual budget and material deviations from approved plans, the approval of the annual and interim nancial results
and nancial statements, the declaration of dividends, material investments, acquisitions and disposals, signicant nancing
arrangements, changes to the Company’s capital structure, signicant related party transactions, and other material corporate
actions. The Board also retains responsibility for oversight of the Company’s risk management and internal control framework
and for the approval of key governance policies.
In accordance with these guidelines, transactions or commitments exceeding EUR 50 million in value shall require prior approval
of the Board.
Board Committees
The Board has the authority to delegate certain matters or group of matters to its committees. In connection with the post-listing
governance framework, the Board established an Audit Committee and maintained the Sports & Entertainment Committee as
part of its governance structure.
The Sports & Entertainment Committee operates as a strategic advisory body providing industry expertise and guidance in
relation to the Group’s activities, investments and commercial initiatives within the sports and entertainment sectors. As at the
date of this Report, the Committee comprises Charles Leclerc, Andrés Iniesta and Frédéric Vasseur. The Committee operates
in a non-executive advisory capacity and does not form part of the Board but supports the Company in evaluating sector
opportunities and strengthening strategic positioning and market credibility. Given its advisory nature, the Committee does
not operate on a xed meeting schedule and convenes on an ad hoc basis as strategic opportunities or matters relevant to the
Group’s sports and entertainment activities arise. Members are selected for their industry expertise and experience, and while
no formal training programme has been established for Committee members, the Board considers their professional background
and ongoing engagement with the Group’s activities to provide an appropriate level of familiarity with the Company’s strategic
objectives and governance environment.
The Audit Committee was established in anticipation of listing to assist the Board in discharging its responsibilities in relation to
nancial reporting, internal controls, risk management and audit oversight. The Audit Committee comprises Joseph Benhamou
(Chairman), Jean-Pierre Verlaine and Fang Ai Lian, all of whom are non-executive Directors, with a majority, including the
Chairman, being independent. The Board has adopted formal terms of reference governing the Audit Committee, which meets
at least twice annually or more frequently as required. The Committee reviews signicant nancial reporting matters, monitors
the effectiveness of internal control and risk management systems, oversees related party and conict transactions, supervises
whistleblowing arrangements, reviews audit plans and ndings, and meets with the external and internal auditors, where
applicable, without management present. While no formal director training programme has been implemented for members of
the Audit Committee to date, the Board considers that the Committee members possess substantial professional expertise and
experience in nance, accounting, governance and regulatory matters, enabling them to effectively discharge their responsibilities.
The Board may introduce structured training and continuing professional development programmes in the future as part of the
ongoing enhancement of the Company’s governance framework.
Following the acquisition of material subsidiaries during FY2025, the Group has been in a process of integration and harmonisation
of governance, operational and reporting frameworks. The Board has therefore adopted a phased governance implementation
approach. A Group code of conduct and ethics policy, board diversity policy, conicts of interest and whistleblowing policy
became effective on 31 March 2026, and a formal Group internal audit function together with a more comprehensive internal
control and risk management framework is scheduled for implementation commencing 1 January 2027. The Board considers this
phased approach appropriate to ensure that governance structures are proportionate, effective and sustainable in light of the
Group’s evolving scale and complexity.
Director induction, training and development
Newly appointed Directors will receive an orientation to familiarise themselves with the Company’s business, governance
framework, key policies and regulatory environment. Directors are also provided with access to information on the Company’s
operations, strategy and governance arrangements to support their understanding of the Group’s activities and responsibilities
as members of the Board.
As at the date of approval of this Report, no formalised director training programme has been implemented. The Board
61
considers that its members possess substantial professional experience and expertise in nance, governance, investment and
international business, enabling them to effectively discharge their responsibilities. The Board nevertheless recognises the
importance of continuing professional development and may introduce structured training or development programmes in the
future, as appropriate, to support Directors in the discharge of their duties and to address evolving regulatory and governance
expectations.
Directors may also seek independent professional advice, at the Company’s expense where appropriate, to assist them in the
discharge of their responsibilities.
Board and Committee Meetings
In connection with the Company’s transition to a listed public company and its admission to listing and trading on Euronext
Amsterdam on 19 February 2026, the Board convened two informal meetings during that period, both of which were attended
by all directors. Prior to the AGM, the Company convened two Board meetings in Singapore on 20 March 2026 and 29 April
2026, both of which were attended by all Directors; the rst meeting was held to approve the capital increase, and the second to
approve the nancial statements for the nancial year 2025.Following listing, the Board has adopted a regular meeting calendar
designed to support effective oversight of the Company’s strategy, nancial reporting cycle and governance responsibilities. The
scheduled Board meetings for the 2026 nancial year include the board meetings to approve the annual and half-yearly results.
In addition, the Audit Committee meeting schedule has been aligned with the nancial reporting cycle, with meetings held in
advance of the relevant Board meetings. In particular, Audit Committee meetings are scheduled on 29 April 2026 (including
presentation of the audit plan and review of the annual nancial statements) and 22 September 2026 (including review of the
half-yearly results), ensuring appropriate review and recommendation to the Board prior to approval.
The schedule for annual Board meetings can be accessed at the following link: (https://swi.com/reports/)
Board committees, including the Audit Committee, meet as required to discharge their responsibilities in accordance with their
respective terms of reference and the Company’s governance framework.
Assessment (Principle 1)
For the post-listing period, the Board considers that the principle is complied with through the adoption of formal Board Rules,
establishment of the Audit Committee, continued operation of the Sports & Entertainment Committee, the adoption of the code of
conduct and ethics policy, the diversity policy, the whistle-blowing policy, the expanded Board composition, committee support
structures and enhanced governance processes, noting that certain governance components are being phased in according to
disclosed timelines.
PRINCIPLE 2 — BOARD COMPOSITION AND GUIDANCE
Following the Company’s conversion to a public company limited by shares on 30 January 2026 and its listing on 19 February
2026, the Board was expanded and reconstituted to reect a public-company governance structure and institutional governance
expectations. As at the date of this Report, the Board comprises eight members consisting of executive directors, non-executive
directors and independent non-executive directors. The Board considers that its size and composition are appropriate for
the Company’s scale and activities and provide an effective balance of executive leadership, non-executive oversight and
independent judgement. The Directors collectively bring a broad range of professional experience and expertise, including
international business leadership, investment management, nance, accounting, governance, legal and regulatory experience,
and sector knowledge relevant to the Company’s activities. The Board also reects diversity of background, professional
expertise, nationality, gender and age, which the Board believes contributes to a diversity of perspectives, facilitates constructive
debate and supports effective decision-making while reducing the risk of groupthink.
62
Name Age Position
Member since for
an indenite period
Max-Hervé George 36 Non-independent executive director, Founder, CEO February 2026
Jaume Sabater 46 Non-independent executive director February 2026
Jean-Pierre Verlaine 56 Non-independent non-executive director February 2026
Arnaud de Puyfontaine 61 Non-independent non-executive director, Chairman February 2026
Joseph Benhamou 76 Lead independent non-executive director February 2026
Fang Ai Lian 76 Independent non-executive director February 2026
Ai Ai Wong 62 Independent non-executive director February 2026
Fernando Bolivar 58 Independent non-executive director February 2026
The Board considers that this structure provides executive leadership, non-executive oversight and independent judgement
consistent with institutional governance expectations. The Board believes that the combination of executive directors with deep
sector and entrepreneurial expertise and independent non-executive directors with signicant experience in governance, nance,
regulation and international business strengthens the Board’s ability to provide effective oversight of strategy, performance,
governance and risk management.
The Board will periodically review its composition to ensure that it continues to maintain an appropriate balance of skills,
experience, independence and diversity as the Company develops and its governance framework continues to evolve.
Board Diversity
Board Diversity Policy
The Company recognises that a diverse Board enhances the quality of decision-making, strengthens strategic oversight and
contributes to effective governance and long-term sustainable value creation. The Board Diversity Policy forms part of the
Company’s broader governance framework and supports the Board in maintaining an appropriate balance of skills, experience,
independence and diversity of perspectives necessary to oversee the Company’s activities.
A summary of the Board Diversity Policy which has been adopted by the Company with effect from 31 March 2026 is set out
below:
Diversity dimensions considered
In assessing Board composition, the Board considers diversity across a range of dimensions relevant to the Company’s
business and governance needs. These include professional skills and expertise, industry experience, nancial and governance
competence, nationality and international background, gender, age, tenure and independence of judgement. The Board also
recognises the importance of diversity of thought, professional background and leadership experience in supporting constructive
debate and effective oversight of the Company’s strategy and risk prole.
Quantitative or qualitative objectives
The Board’s objective is to maintain a balanced and effective Board composition that reects a diverse range of professional
expertise, international perspectives and governance experience. Board appointments are made on merit against objective
criteria, while ensuring that diversity considerations are taken into account in the identication and evaluation of potential
candidates. In line with evolving European corporate governance standards applicable to companies listed on Euronext
Amsterdam, the Board also recognises the importance of gender diversity and will consider appropriate diversity objectives as
part of its ongoing Board succession planning and governance review processes.
63
Progress against objectives
As at the date of this Report, the Board comprises eight Directors representing a diverse mix of professional experience, including
entrepreneurship, asset management, banking, nance, accounting, governance, legal and regulatory expertise. The Directors
also bring international backgrounds and experience across multiple jurisdictions. The Board includes both male and female
Directors and spans a range of ages and professional career stages. The Board considers that its current composition provides
an appropriate balance of executive leadership, non-executive oversight and independent judgement, and reects diversity in
professional expertise, nationality, gender and age consistent with the objectives of the Board Diversity Policy.
The Board will continue to review its composition periodically to ensure that it remains aligned with the Company’s strategic
direction, governance standards and diversity objectives.
64
Board proles
Mr Arnaud de Puyfontaine,
aged 61, serves as Chairman of the Board and as a non-independent non-executive director. He is Chairman of the Management
Board and Chief Executive Ofcer of Vivendi and has extensive leadership experience in international media and corporate
governance. He provides leadership to the Board, facilitates effective deliberation and ensures appropriate information ow
between management and directors. The roles of Chairman and Chief Executive Ofcer are held by separate individuals,
supporting balanced governance.
Mr Joseph Benhamou, aged 76, serves as Lead Independent Non-Executive Director and Chairman of the Audit Committee. He
is a graduate engineer and chartered accountant with a master’s degree in econometrics. He has held senior leadership roles
in banking, including Chief Executive Ofcer of Bank Jacob Safra and Chief Executive Ofcer of Compagnie Bancaire Helvétique
SA. He contributes extensive experience in nancial oversight, governance and banking.
Mr Max-Hervé George,
aged 36, is the Founder and Chief Executive Ofcer of the Company and serves as a non-independent executive director. He is
a French entrepreneur and property developer with extensive experience in investment, real estate and capital markets. He co-
founded Ultima Capital Group in 2012 and led its listing in 2019. Following the sale of his majority shareholding in Ultima Capital
in 2023, he continued to develop diversied investments across commercial and residential real estate, data centers, ntech,
private banking and regulated asset management through Icona Capital Group. He played a central role in the acquisition of
the Cromwell European Platform and the formation of SWI Group, and he oversees the Company’s strategic direction, capital
allocation and management of the Group.
Mr Jaume Sabater,
aged 46, serves as a non-independent executive director. He is the founder of Stoneweg group and Chief Executive Ofcer of
Stoneweg Asset Management SA. He has more than 15 years of experience in real estate investment and asset management,
including senior roles at Edmond de Rothschild (Suisse) S.A., where he built the bank’s real estate investment platform and
oversaw assets under management of approximately CHF 5 billion. Under his leadership, Stoneweg has invested more than CHF
6 billion since inception. He contributes operational, investment and capital markets expertise to the Board.
Mr Jean-Pierre Verlaine,
aged 56, serves as a non-independent non-executive director. He is a nance professional with extensive experience in
alternative investment funds, private equity and banking. He has served in senior roles at Intesa Sanpaolo and previously at
European private equity rm J. Hirsch & Co., and he co-founded Engelwood, providing alternative investment fund management
and administration services. His experience includes deal origination, structuring, acquisitions and nancial engineering. He
contributes strategic and nancial oversight in a non-executive capacity.
Mr Fernando Bolivar,
aged 58, serves as an Independent Non-Executive Director. He is an entrepreneur and executive with experience across nance,
technology and education, including founding and leading quantitative asset management and nancial technology businesses.
He contributes international business, nancial and technology expertise and provides independent strategic perspective.
Ms Fang Ai Lian,
aged 76, serves as an Independent Non-Executive Director. She is a former Managing Partner and Chair of Ernst & Young LLP
and has extensive experience in accounting, audit and nancial governance. She has served on the boards of several major listed
companies and contributes deep expertise in nancial reporting, audit oversight and corporate governance.
Ms Ai Ai Wong,
aged 62, serves as an Independent Non-Executive Director. She is a senior legal and governance professional with extensive
experience in international corporate transactions and governance, including senior leadership roles at Baker McKenzie. She
contributes legal, governance and regulatory expertise and supports the Board’s oversight of governance and compliance
matters.
65
Board Skills and Experience
The Board comprises directors with a broad and complementary range of skills, expertise and experience relevant to the
Company’s activities and its status as a listed entity. Collectively, the Board possesses signicant experience across real estate,
digital infrastructure, nancial services, governance and capital markets.
The table below summarises the key areas of expertise represented on the Board and the directors contributing to each area:
Skills / Expertise Directors
Listed entities and capital markets All Directors
Real estate Max-Hervé George, Jaume Sabater, Jean-Pierre Verlaine
Digital infrastructure Max-Hervé George, Fernando Bolivar
Banking and nancial services Jean-Pierre Verlaine, Joseph Benhamou, Fernando Bolivar
Legal and regulatory Ai Ai Wong
Audit and accounting Joseph Benhamou, Fang Ai Lian
Human resources and leadership Arnaud de Puyfontaine
Technology and innovation Max-Hervé George, Fernando Bolivar
The Board considers that its current composition provides an appropriate balance of skills, experience and knowledge necessary
to support the Company’s strategy and to ensure effective oversight and governance.
Independence of Directors
The Company has assessed independence in accordance with the Singapore Governance Code. Independent directors are
those who are independent in conduct, character and judgement and who have no relationship with the Company, its related
corporations, its substantial shareholders or its ofcers that could interfere, or reasonably be perceived to interfere, with the
exercise of independent judgement in the best interests of the Company.
The Board has assessed the independence of Mr Joseph Benhamou and concluded that his relationships do not impair his
independence. While Mr Benhamou has a family relationship with an executive of CBH Bank and beneciaries of a trust
associated with a shareholder structure, the Board has determined that these relationships do not provide control or inuence
over the Company, do not affect governance rights and do not interfere with the exercise of independent judgement. Accordingly,
the Board regards Mr Benhamou as independent.
The Board has assessed Ms Fang Ai Lian’s independence and her prior non-executive role with a related entity and concluded
that her prior appointment does not impair her independence, as it was non-executive in nature, did not involve operational
management and does not create any continuing obligation or inuence. The Board therefore regards Ms Fang as independent.
The Board is satised that all independent directors are able to exercise objective and independent judgement in the best
interests of the Company.
Assessment (Principle 2)
For the post-listing period, the Board considers that the principle continues to be met through the expanded Board composition,
the inclusion of independent non-executive directors, the separation of the roles of the Chairman and Chief Executive Ofcer roles
and the implementation of formal independence assessment consistent with institutional governance standards. The Board will
continue to review its composition, independence and effectiveness as part of its ongoing governance oversight.
As at the date of this report, the Board includes 8 directors, two women, representing ve nationalities and four Independent
Non-Executive Directors. The Board considers that this composition is consistent with its objectives of maintaining an appropriate
balance of skills, experience, independence and diversity.
The Company’s Board diversity policy seeks to promote diversity across a range of attributes, including professional background,
international experience, gender and independence. While the Company has not set xed quantitative targets at this stage, it
66
aims to ensure that (i) independent directors represent at least half of the Board where the Chairman is not independent, (ii) the
Board includes a meaningful level of gender diversity, and (iii) a broad range of relevant professional expertise is represented.
Progress against these objectives is monitored on an ongoing basis by the Board, including through periodic reviews of Board
composition, independence assessments and succession planning considerations. The Board also takes these factors into
account when considering new appointments.
Notwithstanding that independent directors do not make up a majority of the Board where Chairman is not independent, we
note that independent directors make up half the Board (four out of the eight Directors are Independent Directors) and the Non-
Executive Directors make up a majority of the Board. Additionally, the Chairman does not have a casting vote in the event of a
tie and on this basis, the Board is satised that no individual or group of Directors has unfettered powers of decision-making
that could create a potential conict of interest and the Board is of the view that it has an appropriate level of independence to
enable it to make decisions in the best interests of the Company.
PRINCIPLE 3 — CHAIRMAN AND LEADERSHIP
Following the Company’s conversion to a public company and its listing on 19 February 2026, the governance structure was
formalised and Mr. Arnaud de Puyfontaine was appointed Chairman of the Board.
Mr. de Puyfontaine brings extensive international executive leadership and board experience to the role. He serves as Chairman
of the Management Board and Chief Executive Ofcer of Vivendi, a global listed media and entertainment group, and holds board
positions across multiple listed and international companies. Over the course of his career, he has led complex multinational
organisations, overseen signicant corporate transactions and strategic transformations, and operated within regulated public
markets environments. His experience includes executive leadership roles in major media and publishing groups and extensive
engagement with institutional investors, regulators and international stakeholders.
As Chairman, Mr de Puyfontaine provides leadership to the Board and is responsible for promoting a culture of open and
constructive debate, ensuring that Board discussions are balanced and that all Directors are able to contribute effectively. He
works closely with the Chief Executive Ofcer while maintaining an appropriate separation of roles between Board oversight
and executive management. His experience in leading listed companies contributes to strengthening governance discipline,
strategic oversight and institutional credibility in the post-listing environment.
The roles of Chairman and Chief Executive Ofcer are clearly separated. The Chairman is responsible for leading the Board,
overseeing its effectiveness and ensuring that the Board performs its governance and oversight functions, while the Chief
Executive Ofcer is responsible for the day-to-day management of the Company’s business and implementation of the strategy
approved by the Board. This separation of responsibilities supports an appropriate balance of authority and accountability and
helps ensure that no individual has unfettered powers of decision-making.
The Chairman’s responsibilities include ensuring that the Board operates effectively and in accordance with the Board Rules,
setting the agenda for Board meetings, facilitating high-quality deliberations, encouraging active participation by all Directors,
ensuring that Directors receive complete, adequate and timely information, and promoting a clear delineation of responsibilities
between the Board and executive management. The Chairman also supports engagement with shareholders and other
stakeholders at the Board level where appropriate.
As the Chairman is not independent, the Board has appointed Mr Joseph Benhamou as Lead Independent Director. In this role,
the Lead Independent Director acts as an intermediary between the independent Directors and the Chairman where appropriate,
and provides an additional channel for shareholders and stakeholders to raise concerns when it may not be appropriate to do
so through the Chairman or executive management. The Lead Independent Director also facilitates discussions among the
independent Directors, including where necessary meetings of the independent Directors without the presence of management,
and supports the Board in ensuring that independent judgement is exercised in the Board’s deliberations.
The Chairman does not have a casting vote. This governance feature is relevant in circumstances where the Chairman is not
independent, as it mitigates the concentration of decision-making authority and reinforces the principle of collective responsibility.
Decisions of the Board are taken by majority vote in accordance with the Constitution and Board Rules, and all Directors are
expected to exercise independent judgement in the best interests of the Company.
The adoption of formal Board Rules in the post-listing environment further claries the division of responsibilities between
Board leadership and management, establishes structured meeting processes, formalises information ows and strengthens
accountability mechanisms.
67
Assessment (Principle 3)
For the post-listing period, the Board considers that the principle is complied with through the formal appointment of a Chairman,
the clear separation of the roles of Chairman and Chief Executive Ofcer, the adoption of Board Rules formalising governance
processes, and the removal of any casting vote for the Chairman. The Board is satised that the leadership structure supports
effective oversight, balanced decision-making and alignment with public-company governance standards.
PRINCIPLE 4 — BOARD MEMBERSHIP
Following the Company’s conversion to a public company on 30 January 2026 and its listing on 19 February 2026, the Company
adopted a formalised Board governance framework, including Board Rules, which set out detailed provisions relating to the
composition, appointment, re-appointment, suspension and removal of Directors, as well as division of responsibilities and
procedural safeguards.
Under the post-listing framework, Directors are generally appointed individually by shareholders at a general meeting, consistent
with public company governance standards. Resolutions relating to the appointment of Directors are required to be proposed and
voted on separately, unless otherwise permitted by applicable law and disclosed procedures, thereby safeguarding shareholder
transparency and preventing “block” appointments without proper scrutiny. Directors appointed by the Board to ll a casual
vacancy are required, where applicable, to submit themselves for re-election at the next annual general meeting in accordance
with the Constitution and the Companies Act.
The Board Rules provide that the Board shall comprise a mix of executive and non-executive directors and that the Board shall
determine the number of Directors, subject to the Constitution and statutory requirements. The By-Laws also provide that, for so
long as the Company is incorporated in Singapore, at least one Director must be ordinarily resident in Singapore in compliance
with the Companies Act.
The By-Laws further contemplate the appointment of a Chief Executive Ofcer and, where appropriate, Managing Directors,
and clarify that executive authority delegated to such persons does not diminish the collective responsibility of the Board. The
separation of the roles of Chairman and Chief Executive Ofcer is expressly provided for in the governance framework to ensure
appropriate checks and balances.
With respect to tenure and independence considerations, the governance framework incorporates guidance aligned with the
Singapore Governance Code, including the principle that a Director who has served on the Board for an aggregate period
exceeding nine years may no longer be regarded as independent, subject to the Board’s assessment and disclosure. The Board
is responsible for assessing independence on appointment and periodically thereafter.
The Board Rules also address circumstances in which a Director’s ofce becomes vacant, including resignation, disqualication
under applicable law, bankruptcy, incapacity, prolonged absence from Board proceedings without consent, or removal by
shareholders in accordance with the Companies Act. Directors are required to inform the Chairman and the Company Secretary
of other directorships and material external appointments prior to accepting such positions, and potential conicts are subject to
review in accordance with the conict of interest provisions set out in the governance framework.
The governance framework also provides for the possibility of appointing alternate directors in accordance with the Constitution,
claries quorum requirements and voting procedures, and formalises the process by which the Board evaluates its composition,
competencies and succession planning needs. The Board is required to review its composition periodically in light of the Board
Prole, the diversity policy and the evolving strategic direction of the Group.
In the post-listing environment, although the Company has not yet constituted a standalone Nomination Committee separate from
the Board (unless otherwise disclosed), the Board has assumed responsibility for matters typically falling within a nomination
committee’s remit, including review of Board composition, independence assessments, succession planning and evaluation of
Director performance. The Board has disclosed that it may further formalise nomination-type governance structures as the
Group evolves.
Process for the selection, appointment and reappointment of Directors
In the absence of a Nominating Committee, the Board assumes responsibility for matters relating to the identication, selection,
appointment and reappointment of Directors. The Board considers Board composition and succession planning as part of its
ongoing governance responsibilities and periodically reviews whether the size and composition of the Board remain appropriate
to support the Company’s strategic objectives and governance framework.
68
When identifying potential candidates for appointment to the Board, the Board considers a range of objective criteria designed
to ensure that the Board maintains an appropriate balance of skills, experience, independence and diversity of perspectives.
These criteria include professional expertise, industry knowledge relevant to the Company’s activities, international business
experience, nancial and governance competence, leadership capability, independence of judgement, integrity and reputation.
The Board also takes into account diversity considerations such as nationality, gender, age and professional background in line
with the Company’s Board Diversity Policy.
Potential candidates may be identied through a variety of channels, including recommendations from existing Directors,
professional networks, industry contacts and, where appropriate, external search or advisory rms. In evaluating potential
candidates, the Board considers the individual’s qualications, experience, potential conicts of interest, ability to commit
sufcient time to Board responsibilities and the extent to which the candidate would complement the existing composition of
the Board.
Appointments to the Board are made on merit and based on the candidate’s ability to contribute effectively to the oversight of
the Company’s strategy, performance, governance and risk management. Prior to appointment, the Board evaluates whether
the candidate satises applicable independence criteria and is able to discharge the duties of a Director with the required level
of diligence and commitment.
The reappointment of Directors is considered by the Board in accordance with the Company’s Constitution and applicable
regulatory requirements. In assessing whether a Director should be nominated for reappointment, the Board takes into account
the Director’s performance, contribution to Board deliberations, independence of judgement, attendance and participation at
Board meetings, and the overall balance of skills and experience on the Board.
Through this process, the Board seeks to ensure that Board composition remains aligned with the Company’s evolving governance
needs, business strategy and regulatory environment.
Directors’ External Directorships and Principal Commitments
The Board recognises that Directors may hold other professional commitments and external directorships, and considers such
experience to be valuable in contributing diverse perspectives and expertise to the Board.
The Board reviews the external commitments of each Director as part of its ongoing assessment of Board effectiveness and
governance. In doing so, the Board considers the nature of the Director’s external roles, the time commitment required, potential
conicts of interest and the Director’s demonstrated ability to devote sufcient time and attention to the Company’s affairs.
Arnaud de Puyfontaine
Mr Arnaud de Puyfontaine is Chairman of the Board and serves as Chairman of the Management Board and Chief Executive
Ofcer of Vivendi. He also holds several board positions across international organisations, including at Gameloft, Havas N.V.,
Lagardère SA and Canal+.
While Mr de Puyfontaine holds a number of signicant international roles, the Board considers that his leadership experience
and exposure to global listed company governance bring substantial value to the Company. The Board is satised that he
remains able to devote sufcient time and attention to his responsibilities as Chairman.
Max-Hervé George
Mr Max-Hervé George is the Founder and Chief Executive Ofcer of the Company and an entrepreneur with extensive experience
in international real estate investment and asset management. In addition to his executive responsibilities within the Group, he
is associated with various investment activities through his investment platform, Icona Capital Group.
The Board recognises that Mr George’s entrepreneurial activities and industry involvement form part of the broader strategic
ecosystem of the Group and provide valuable industry insight, relationships and investment expertise. The Board is satised that
Mr George is able to dedicate sufcient time and attention to the Company’s affairs and effectively discharge his responsibilities
as Chief Executive Ofcer and Director.
69
Jaume Sabater
Mr Jaume Sabater is the Founder of the Stoneweg group and Chief Executive Ofcer of Stoneweg Asset Management SA. He
also serves as a director of Compagnie Bancaire Helvétique SA.
The Board considers Mr Sabater’s extensive experience in real estate investment and asset management to be highly relevant to
the Company’s strategic activities. The Board is satised that Mr Sabater is able to allocate sufcient time to the Company while
continuing to full his external professional commitments.
Joseph Benhamou
Mr Joseph Benhamou is the Lead Independent Non-Executive Director and Chairman of the Audit Committee. He currently
serves as a non-executive director of Compagnie Bancaire Helvétique SA and remains involved in strategic advisory activities
within that organisation.
Given Mr Benhamou’s signicant experience in banking, nance and corporate governance, the Board considers his external
commitments to be compatible with his responsibilities to the Company. The Board is satised that he devotes sufcient time to
the discharge of his duties as Lead Independent Director and Audit Committee Chairman.
Fernando Bolívar
Mr Fernando Bolívar Almela is an entrepreneur and venture builder with interests in nancial technology, education and
technology platforms. He is involved in several ventures, including Expert Timing Systems International, TechRules, European
Open Business School, FIT – Center of Finance, Innovation and Technology, Beyond AI and Wealthabout.
The Board considers that Mr Bolívar’s entrepreneurial and technology sector experience contributes valuable strategic
perspectives to the Company. The Board is satised that his external commitments do not impede his ability to effectively
discharge his duties as a Director.
Jean-Pierre Verlaine
Mr Jean-Pierre Verlaine is a nance professional with extensive experience in alternative investment funds, private equity and
nancial structuring. He currently holds a senior position at Intesa Sanpaolo in Luxembourg and is also involved in Engelwood,
a platform providing alternative investment fund management and central administration services.
Mr Verlaine also serves as a director of several investment funds and corporate structures within the alternative investment
industry. The Board considers that these roles are consistent with his professional expertise and are not expected to materially
affect his ability to devote sufcient time to the Company’s affairs.
Fang Ai Lian
Ms Fang Ai Lian is an Independent Non-Executive Director with extensive experience in accounting, audit and corporate
governance. She previously held senior leadership roles at Ernst & Young and has served on the boards of several listed
companies in Singapore.
In addition to her directorship with the Company, Ms Fang serves as Chair of the Board of Trustees of the Singapore Business
Federation and is involved in several governance and public-interest bodies. The Board considers that Ms Fang’s professional
commitments are consistent with her governance expertise and that she devotes sufcient time to her responsibilities as a
Director.
Ai Ai Wong
Ms Ai Ai Wong is an Independent Non-Executive Director and an experienced legal and governance professional. She currently
serves as an independent director of City Developments Limited and as a director of PSA International, in addition to holding
several advisory and public service roles in Singapore.
The Board values Ms Wong’s extensive legal and governance experience and considers that her external commitments
complement her role on the Board. The Board is satised that Ms Wong is able to devote sufcient time to the Company.
70
Board Assessment
The Board does not currently impose a xed limit on the number of directorships or principal commitments that may be held by
a Director. Instead, the Board considers the individual circumstances of each Director and evaluates whether the Director is able
to dedicate sufcient time and attention to the Company’s affairs.
Based on this assessment, the Board is satised that each Director has demonstrated the capacity to discharge his or her duties
effectively and that their external commitments do not interfere with their responsibilities to the Company.
Compliance with Provision 4.3 and Provision 4.5 of the Singapore Governance Code
The Singapore Governance Code recommends that listed companies establish a Nominating Committee to oversee matters
relating to the selection, appointment, reappointment and independence of Directors, as well as to review the external
commitments of Directors.
As at the date of this Report, the Company has not established a separate Nominating Committee. Accordingly, the Company
does not fully comply with Provision 4.3 and Provision 4.5 of the Singapore Governance Code, which contemplate that such
responsibilities be carried out by a Nominating Committee.
In the absence of a Nominating Committee, the Board as a whole assumes responsibility for nomination-related matters,
including the identication and evaluation of potential candidates for appointment to the Board, the assessment of Directors’
independence, the review of Directors’ external commitments and the consideration of Director reappointments. The Board
considers that this approach is appropriate having regard to the Company’s current size, governance structure and stage of
development following its recent conversion to a public company and listing.
In carrying out these responsibilities, the Board applies objective criteria in assessing potential candidates, including professional
expertise, industry experience, leadership capability, integrity, independence of judgement and the ability to devote sufcient
time to the discharge of directorial duties. Diversity considerations, including nationality, gender, professional background and
international experience, are also taken into account in line with the Company’s Board Diversity Policy.
The Board also reviews the external directorships and principal commitments of each Director and assesses whether these
commitments are compatible with the Director’s responsibilities to the Company. In conducting this assessment, the Board
considers the nature of the external roles, potential conicts of interest and the Director’s demonstrated ability to devote adequate
time and attention to Board matters.
The Board believes that the current governance arrangements are consistent with the aim and philosophy of the Singapore
Governance Code, namely to ensure that the Board is composed of individuals with the appropriate skills, experience and
independence, and that Directors are able to effectively discharge their duties.
As the Company’s governance framework continues to evolve following its listing, the Board will periodically review the
appropriateness of its governance structures, including whether the establishment of a formal Nominating Committee would be
appropriate in the future in order to further align with the Singapore Governance Code.
Assessment (Principle 4)
For the post-listing period, the Board considers that the aim and philosophy of the principle is complied with notwithstanding
that the Board has not established a Nominating Committee on the basis that the Board will comply with the Board Rules
formalising appointment, re-appointment and removal processes; the requirement for individual appointment of Directors at
general meetings; independence assessment procedures; clear vacancy and disqualication provisions; and ongoing review
of Board composition against disclosed governance standards. The Board acknowledges that nomination-related governance
arrangements will continue to evolve in line with regulatory developments, market practice and the Company’s growth as a
listed entity.
PRINCIPLE 5 — BOARD PERFORMANCE
Following the Company’s conversion to a public company and its listing on 19 February 2026, the governance framework was
formalised through the adoption of Board Rules and enhanced governance procedures. These provide for structured Board
functioning, including formal meeting processes, dened information ows, clear allocation of responsibilities between the Board
and management, and governance mechanisms supporting oversight, accountability and transparency.
In the post-listing governance environment, the Board recognises the importance of formal and periodic evaluation of Board
effectiveness. The Board Rules provide for regular assessment of the functioning of the Board, its committees and individual
Directors, including evaluation of Board composition, competencies, independence, interaction between executive and non-
71
executive directors, and overall governance effectiveness. The Chairman facilitates such evaluations, supported by the Company
Secretary and, where appropriate, external advisers.
The Board also oversees governance matters relating to Directors’ accountability, including compliance with statutory and
constitutional requirements governing Directors’ remuneration. For both FY2025 and FY2026, any Directors’ remuneration
remains subject to shareholder approval in general meeting prior to payment . The Board considers adherence to these approval
requirements to form part of the overall governance and performance framework, reinforcing accountability to shareholders.
Detailed disclosure of remuneration governance is provided separately under the relevant remuneration principle.
In addition, the Board expects that ongoing implementation of enhanced governance measures, including the phased introduction
of a more formal internal control and risk oversight framework and the establishment of committee structures, will further
strengthen the Board’s ability to evaluate governance effectiveness on a structured basis.
Compliance with Provision 5.2 of the Singapore Governance Code
Provision 5.2 of the Singapore Governance Code recommends that a formal annual assessment of the effectiveness of the Board
as a whole, its board committees and each individual director be conducted, typically overseen by the Nominating Committee,
and that the process used for such assessment be disclosed in the annual report.
As at the date of this Report, the Company has not established a separate Nominating Committee. Accordingly, the Company
only partly complies with Provision 5.2 of the Singapore Governance Code in that the responsibility for Board performance
evaluation has not been delegated to a Nominating Committee.
In the absence of a Nominating Committee, the Board as a whole assumes responsibility for evaluating its performance and
governance effectiveness. Following the Company’s conversion to a public company and its listing on 19 February 2026, the Board
has adopted Board Rules and enhanced governance procedures which provide for periodic assessment of the effectiveness of
the Board, its committees and individual Directors. Such assessments are expected to consider factors including the composition
of the Board, the mix of skills and experience, the effectiveness of Board processes, the quality and timeliness of information
provided to Directors, the contribution and participation of individual Directors and the effectiveness of oversight of strategy,
nancial reporting, risk management and governance.
The Board intends that such evaluations will be facilitated by the Chairman with the support of the Company Secretary, and
may, where considered appropriate, involve the engagement of independent external facilitators. As at the date of this Report,
no external facilitator has been engaged to conduct a Board performance evaluation.
The Board believes that the current arrangements remain consistent with the aim and philosophy of Principle 5 of the Singapore
Governance Code, which is to ensure that the Board operates effectively and that Directors contribute constructively to Board
deliberations. As the Company’s governance framework continues to evolve following its recent listing, the Board will periodically
review the appropriateness of its evaluation processes and may further formalise these arrangements, including the potential
establishment of a Nominating Committee, in order to enhance alignment with the practices contemplated by the Code.
Assessment (Principle 5)
Following the Company’s conversion to a public company and its listing on 19 February 2026, the Board has adopted enhanced
governance arrangements, including Board Rules providing for periodic assessment of the effectiveness of the Board, its
committees and individual Directors. While the Company does not currently have a separate Nominating Committee responsible
for overseeing such evaluations, the Board as a whole assumes responsibility for these matters.
The Board considers that the current arrangements remain consistent with the aim and philosophy of Principle 5 of the Singapore
Governance Code, which is to ensure that the Board operates effectively and that Directors contribute constructively to Board
deliberations. The Board will continue to review and further formalise its evaluation processes as the Company’s governance
framework evolves following listing.
Principles 6 To 8 — Remuneration Matters
PRINCIPLE 6 — PROCEDURES FOR DEVELOPING REMUNERATION POLICIES
Following the Company’s conversion to a public company and its listing on 19 February 2026, the Company adopted a formal
Remuneration Policy approved by shareholders, establishing a structured and transparent framework governing remuneration
of both Executive and Non-Executive Directors.
72
The Remuneration Policy was formulated by the Board and adopted by the General Meeting and is presented to shareholders
periodically. The Board remains responsible for the implementation and operation of the Remuneration Policy, including
determining remuneration arrangements for Executive Directors within the limits and principles of the approved policy. Any
amendment to the Remuneration Policy requires approval by shareholders in general meeting, and material changes must be
accompanied by clear disclosure of the decision-making process, rationale, conict management measures and consideration
of shareholder views.
Under the Remuneration Policy, individual Directors’ remuneration remains subject to approval by shareholders in general
meeting, and any resolution relating to Directors’ emoluments must be considered separately from other matters.
Objectives and guiding principles of the Remuneration Policy
The Remuneration Policy is designed to support the Company’s long-term strategy, sustainability and governance objectives. It
aims to attract, motivate and retain qualied Directors while aligning remuneration with the long-term interests of the Company,
its shareholders and other stakeholders. The policy seeks to ensure fairness, transparency and alignment with market practice,
statutory requirements and corporate governance standards.
In designing the Remuneration Policy, the Board takes into account the Company’s identity, mission and values, the broader
societal and governance context of executive remuneration, internal pay considerations and the need to avoid remuneration
structures that could encourage excessive risk-taking or misalignment with the Company’s strategy and risk appetite.
Structure of Directors’ remuneration under the Remuneration Policy
Under the Remuneration Policy, Directors’ remuneration is structured to reect the responsibilities, time commitment and
contribution of each Director. Remuneration generally comprises xed annual fees for Board service and, where applicable,
additional fees for committee responsibilities. Executive Directors may receive remuneration reecting their executive and
managerial responsibilities within the Group.
As a general rule, Directors do not receive variable or performance-based remuneration in connection with their directorship.
However, the Board may, on an exceptional basis and subject to shareholder approval, propose equity-based remuneration in
the interests of the Company and aligned with long-term shareholder value.
Directors are not entitled to severance payments and are not eligible to participate in pension schemes or similar retirement
benets. Directors may be reimbursed for reasonable expenses incurred in the performance of their duties. The Company
maintains Directors’ and Ofcers’ liability insurance.
The Company and its subsidiaries do not grant personal loans, quasi-loans, guarantees or similar arrangements to Directors
except where permitted under the Companies Act. Any arrangements involving Mr Max-Hervé George, who is also the majority
shareholder of the Company, relate to shareholder-level nancing arrangements and are fully disclosed and reected in the
Consolidated Financial Statements in accordance with applicable accounting standards and as further claried in PRINCIPLE
8 — DISCLOSURE ON REMUNERATION.
Governance and oversight of remuneration
The Board is responsible for ensuring that remuneration arrangements are consistent with the approved Remuneration Policy
and with applicable law and governance standards. As at the date of this report, remuneration levels have not yet been formally
reviewed by the Board . The Board intends to undertake its rst formal review during the rst half of 2026, taking into account
market developments, the Company’s scale and complexity, evolving governance expectations and the responsibilities of each
Director.
In implementing the Remuneration Policy, the Board ensures that conicts of interest are appropriately managed and that Directors
abstain from decisions relating to their own remuneration. The Board also ensures transparent disclosure of remuneration and
its alignment with the Company’s strategy and long-term value creation objectives through the annual remuneration disclosures.
The Singapore Governance Code recommends that listed companies establish a Remuneration Committee to oversee matters
relating to remuneration (Principle 6), including the engagement of remuneration consultants where appropriate (Provision 6.4).
As at the date of this Report, the Company has not established a separate Remuneration Committee. Accordingly, the Company
does not comply with Principle 6 of the Code to the extent that it contemplates the establishment of a Remuneration Committee
to oversee remuneration matters. The Board considers that this approach is appropriate at this stage, taking into account the
Company’s recent listing, its current size and governance structure, and the direct involvement of the Board in remuneration
oversight.
73
In the absence of a Remuneration Committee, the Board as a whole assumes responsibility for remuneration governance, including
the review of remuneration arrangements, oversight of the implementation of the Remuneration Policy and the management of
conicts of interest relating to remuneration decisions. Directors abstain from deliberations and decisions relating to their own
remuneration. The Board considers that this approach is appropriate in light of the Company’s current governance structure
following its recent conversion to a public company and listing. The Board will keep this arrangement under review as the
Company continues to develop its governance framework.
As at the date of this Report, the Company has not engaged any external remuneration consultants in connection with the
determination of Directors’ remuneration. Consequently, no remuneration consultants’ fees were paid during the reporting period
and no assessment of consultant independence was required for the purposes of Provision 6.4 of the Code.
The Board believes that the current arrangements remain consistent with the aim and philosophy of Principle 6 of the Singapore
Governance Code, namely to ensure that remuneration policies are fair, transparent and aligned with the long-term interests
of the Company and its shareholders. The Board will continue to review the appropriateness of its remuneration governance
arrangements as the Company’s governance framework evolves and may consider establishing a formal Remuneration
Committee in the future to further align with the practices contemplated by the Code.
Assessment (Principle 6)
For the post-listing period, the Board considers that the aim and philosophy of this principle is complied with, notwithstanding
that the Board has not established a remuneration committee, therefore the Company does not comply with the requirement
under the Singapore Governance Code to establish a Remuneration Committee.However, the Board considers that through
the adoption of the Board Rules, the Remuneration Policy, structured governance over remuneration determination and
implementation, continued shareholder oversight of Directors’ remuneration, and transparent disclosure aligned with public-
company governance standards.
PRINCIPLE 7 — LEVEL AND MIX OF REMUNERATION
Following the Company’s conversion to a public company and its listing on 19 February 2026, Directors’ remuneration is
structured in accordance with the approved Remuneration Policy. The remuneration framework is designed to be transparent,
predominantly xed in nature and aligned with the long-term interests of the Company and its shareholders.
Directors’ remuneration generally comprises xed annual Board fees. Members of the Audit Committee receive an additional xed
fee reecting the increased time commitment and oversight responsibilities associated with committee membership. Executive
Directors receive remuneration reecting their executive and management responsibilities within the Group.
The Company has not adopted any short-term incentive plan or long-term incentive plan for Directors, save as otherwise disclosed
in PRINCIPLE 8 below. The Board may consider such frameworks in the future as the Company’s governance and organisational
structure evolves. No pension or retirement benets are currently provided to Directors, and no severance arrangements are in
place.
In exceptional circumstances, and subject to shareholder approval where required, equity-based remuneration may be granted
where the Board considers it appropriate to align the long-term interests of Directors with those of shareholders.
As disclosed in the remuneration section of this Report, the Chairman, Mr. Arnaud de Puyfontaine, received a one-off equity
grant of the Company’s shares with a value of € 1.000.000. This equity grant constitutes a single, non-recurring award and does
not form part of any recurring remuneration structure or performance-based incentive arrangement.
Save as otherwise disclosed in this Board Report, the Company does not currently operate any variable remuneration scheme,
share option plan, long-term incentive plan or other equity-linked remuneration arrangements for executive Directors or senior
management . Accordingly, if not otherwise disclosed in this report and apart from the one-off equity grant described above,
Directors’ remuneration currently consists solely of xed fees or salaries, as applicable.
The one-off equity grant awarded to the Chairman was intended to reect the strategic importance of Mr. de Puyfontaine’s
appointment and to align his long-term interests with those of the Company and its shareholders. The Board considered that
the differentiated remuneration structure was appropriate in light of Mr. de Puyfontaine’s international prole, leadership
responsibilities as Chairman and extensive experience in leading major listed media and technology groups.
In addition to his xed annual remuneration of € 250.000 as Chairman and the one-off equity grant described above (both
payable in respect of his role as Director and Chairman), Mr. de Puyfontaine also holds a call option entitling him to be allocated
shares upon completion of an initial public offering of AiOnX or a substitute listed entity.
Mr. de Puyfontaine also participates, in a separate capacity as an advisor to the Group, in certain advisory and investment-
74
related arrangements. These include participation in a carried interest arrangement through Itasia Ltd, a vehicle through which
advisory services are rendered to the Group, entitling him to a share of net prots realised by the Group. Mr. de Puyfontaine holds
a 5 per cent equity interest in Itasia Ltd.
Under the advisory arrangement, Mr. de Puyfontaine may also receive transaction-based advisory fees where he introduces
or plays a material role in facilitating specic transactions for the Group, with such fees determined on a deal-by-deal basis in
accordance with agreed contractual terms. These advisory arrangements are separate from his remuneration as Chairman and
are intended to recognise his role in identifying strategic opportunities, relationships and capital sources for the Group.
In view of these advisory and economic arrangements with the Group, Mr. de Puyfontaine is deemed not to be independent for
the purposes of the Singapore Governance Code.
The Board considers that the level and structure of remuneration are appropriate in light of the Company’s size, complexity,
governance responsibilities and market practice for comparable listed entities, while maintaining a conservative and transparent
remuneration prole.
Assessment (Principle 7)
For the post-listing period, the Board considers that the Company generally complies with the intent of Principle 7 of the Singapore
Governance Code, which requires that the level and structure of remuneration be appropriate and proportionate to the sustained
performance and value creation of the Company.
The Company has adopted a predominantly xed and transparent remuneration structure, reecting its current stage of
development following listing, its relatively limited operational complexity and the absence of a fully developed incentive
framework. The Board considers that this approach is appropriate at this stage, as it ensures clarity, cost discipline and alignment
with shareholder interests, while avoiding undue risk-taking associated with variable remuneration structures.
The Board further considers that the level of Directors’ remuneration is appropriate, taking into account the responsibilities of
each Director, the time commitment required and relevant market benchmarks for comparable listed entities. Additional fees for
Audit Committee membership appropriately reect the increased governance and oversight responsibilities.
Notwithstanding the absence of a formalised short-term or long-term incentive schemes, the Board notes that long-term
alignment with shareholder interests is achieved through equity participation in specic circumstances, including the one-off
equity grant awarded to the Chairman. The Board is satised that this grant was justied by the strategic importance of the
Chairman’s role and was appropriately structured as a non-recurring award.
The Board also acknowledges that certain advisory and economic arrangements exist outside the formal Directors’ remuneration
framework. These arrangements are clearly distinguished from Board remuneration, transparently disclosed and reect the
Chairman’s separate advisory role to the Group. The Board has taken these arrangements into account in assessing independence
and overall remuneration structure.
The Board will continue to review the level and mix of remuneration as the Company evolves, including the potential introduction
of performance-linked or equity-based incentive arrangements where appropriate, to further strengthen alignment with long-
term shareholder value creation.
PRINCIPLE 8 — DISCLOSURE ON REMUNERATION
FY 2025 Directors and Key Management remuneration
During FY 2025 and as at 31 December 2025, the Board comprised three Directors, namely Mr. Bruno Emmanuel Vannini, Mr.
Chang Jun Yin and Ms. Margaux Natacha Marine Hirzel. All directors were appointed on 27 August 2024.
For the nancial year ended 31 December 2025 and the period ended 31 December 2024, no material directors’ fees or
directorship remuneration have been paid or announced. More specically:
- Mr Bruno Vannini, a director of the Group and considered key management personnel, provides directorship and management
services to the Group. For the nancial years ended 31 December 2024 and 31 December 2025, his salary is paid by an
entity which is a related party to the Group, accordingly no salary expense is recognized within the Consolidated Financial
Statements.
Mr. Bruno Vannini is one of the beneciaries of a prot sharing arrangement linked to the performance of certain investments.
For the FY 2025 there was no allocation of any prot arising from the basis of this agreement.
75
- Ms. Margaux Hirzel was prior to September 2025 remunerated by an entity which is a related party to the Group. As
of September 2025 her remuneration is not material to be disclosed for this purpose. Ms. Margaux Hirzel is one of the
beneciaries of a prot sharing arrangement linked to the performance of certain investments. For the FY 2025 there was
no allocation of any prot arising from the basis of this agreement.
- Mr Chang Jun Yin, is a nominee director appointed through a Singaporean corporate services provider, provides directorship
services to the Group. The related corporate secretary invoices the Group for such services. These costs are recognized as
administrative expenses within the Group.
Furthermore, the Group has identied the following individuals as key management personnel for the year ended 31 December
2025: Max Hervé George, Bruno Emmanuel Vannini, Jean Pierre Verlaine, Jaume Sabater, and Joaquin Castellvi Lopez. The
remuneration of Key Management Personnel was as follows:
- Mr. Max Hervé George, is the Group founder and the Controlling shareholder, and is actively involved in the daily management
of the Group and is therefore considered a member of key management personnel. He did not receive any compensation from
the Group during the nancial years ended 31 December 2024 and 31 December 2025 on the account of his management
services. All transactions between Mr. Max Hervé George (in his capacity as an individual) and the Group, including loans
granted to and received from the Group, are disclosed as key management personnel transactions in note 30 Employee
Benets and Key Management compensation.
Transactions between the Group and entities controlled by Mr. Max Hervé George, are presented as related party transactions
in accordance with IAS 24 and are disclosed separately in Note 29 Transactions with Related parties.
Mr. Mr. Max Hervé George, was formally appointed as a member of the Board of Directors in February 2026 at the time of
the Group’s listing.
- Mr. Jean Pierre Verlaine, is the founder and owner of Engelwood group which group provides corporate and central
administration services to the Group. During the period of 2024 and FY2025, he acted as a director in multiple Group
subsidiaries. He is not remunerated directly by the Group; instead, Engelwood acts as a service provider and invoices the
Group for services rendered, including management, accounting, and operational support. Engelwood also acts as the
AIFM service provider for Stoneweg Global Platform SCSp. Accordingly, Mr. Jean Pierre Verlaine remuneration is embedded
within the service fees charged by Engelwood. Mr. Jean Pierre Verlaine, was formally appointed as a member of the Board
of Directors in February 2026 at the time of the Group’s listing.
- Mr. Jaume Sabater, founder of Stoneweg, is considered key management personnel due to his signicant inuence at the
Stoneweg group level. He is also a co-owner of Philae Real Estate SA which is considered as related party. Following
the consolidation of the Stoneweg group on 30 September 2025, he received remuneration from the Group; details of his
salary from that date onwards are included in the key management compensation disclosures in note 30 Employee Benets
and Key Management compensation in the Consolidated Financial Statements. For the year ended 31 December 2025, he
received a base salary and an addition, a short-term performance-related bonus.
Transactions between the Group and entities controlled by Mr. Mr. Jaume Sabater, are presented as related party transactions
in accordance with IAS 24 and are disclosed separately in Note 29 Transactions with Related parties.
Mr. Jaume Sabater, was formally appointed as a member of the Board of Directors in February 2026 at the time of the
Group’s listing.
Mr. Joaquin Castellvi Lopez, is one of the founders of Stoneweg and is also considered key management personnel following
the consolidation of the Stoneweg group on 30 September 2025. From that date, he received remuneration from the Group,
and details of his compensation are included in the key management compensation disclosures in note 30 Employee Benets
and Key Management compensation in the Consolidated Financial Statements.
For the year ended 31 December 2025, he received a base salary and a short-term performance-related bonus.
Post listing remuneration matters
Remuneration Policy and Structure
The Company has adopted a remuneration framework designed to attract, retain and motivate qualied Directors while ensuring
alignment with the Company’s long-term strategic objectives and shareholders’ interests. The remuneration framework aims to
provide transparency, accountability and consistency with the governance standards expected of a publicly listed company.
Directors’ remuneration currently consists primarily of xed annual Board fees and, where applicable, remuneration for executive
responsibilities. The structure reects the respective roles and responsibilities of executive and non-executive Directors and
recognises additional responsibilities arising from Board committee membership.
76
The Company does not currently operate any share option plan, long-term incentive plan or other equity-linked remuneration
scheme for executive Directors or employees, save as otherwise disclosed in this principle and section Shareholding Structure
(Employee share schemes) of this Board Report . As at the date of this Report, no stock option plan has been adopted. However,
the Board may consider introducing an equity-based incentive framework during FY2026 or thereafter in order to further align
management incentives with long-term shareholder value creation, subject to shareholder approval and applicable regulatory
requirements.
Apart from the specic one-off equity award granted to the Chairman as described below and save as otherwise disclosed in
this principle, no variable remuneration, performance-based bonuses or equity-linked incentives have been granted to Directors.
The Company currently does not provide pension or retirement benets to Directors and no termination or severance benets
are payable.
Chairman of the Board
Arnaud de Puyfontaine has been appointed as Chairman of the Board. In consideration of his role, responsibilities and international
prole, his remuneration has been structured as follows:
1. Fixed remuneration: € 250.000 per annum
2. Equity compensation: a one-off grant of shares with a value of € 1.000.000
The equity grant constitutes a single, non-recurring award and does not form part of any ongoing variable or performance-
based remuneration scheme. The grant was intended to reect the strategic importance of Mr. de Puyfontaine’s appointment
and to align his long-term interests with those of the Company and its shareholders.
The level and structure of Mr de Puyfontaine’s remuneration differ from that of the other members of the Board, who receive
annual Board fees ranging between € 50.000 and € 75.000. The Board considers this differentiated structure appropriate in
light of the Chairman’s responsibilities, his international leadership experience and his ability to contribute strategic insight,
institutional credibility and access to senior industry networks.
In addition to his remuneration as Chairman, Mr. de Puyfontaine holds a call option entitling him to be allocated shares upon
completion of an initial public offering of AiOnX or a substitute listed entity.
Mr. de Puyfontaine also participates in certain advisory and investment-related arrangements with the Group in a separate
advisory capacity. These include participation in a carried interest structure through Itasia Ltd, a vehicle through which advisory
services are rendered to the Group. Mr. de Puyfontaine holds a 5% equity interest in Itasia Ltd, which entitles him to participate
in a share of net prots realised through that structure.
Under the advisory arrangement, Mr de Puyfontaine may also receive transaction-based advisory fees where he introduces or
plays a material role in facilitating strategic transactions for the Group, with such fees determined on a deal-by-deal basis in
accordance with agreed contractual terms.
These advisory arrangements are separate from his remuneration as Chairman and are intended to recognise his role in identifying
strategic opportunities, relationships and capital sources for the Group. In view of these arrangements, Mr de Puyfontaine is not
deemed to be independent for the purposes of the Singapore Governance Code.
77
Summary of Directors’ Remuneration
The following table summarises the agreed annual remuneration for each Director:
Director Role Committee Role Annual Remuneration (€)
Max-Hervé George
Executive Director / Chief
Executive Ofcer
–
€1.000.000 CEO remuneration +
€ 50.000 Board fee
Jaume Sabater Executive Director –
CHF 300.000 remuneration*
+€ 50.000 Board fee
Arnaud de Puyfontaine Chairman (Non-Executive) –
€250.000 + one-off €1.000.000
equity grant
Jean-Pierre Verlaine Non-Executive Director Audit Committee € 75.000
Joseph Benhamou Lead Independent Director
Chairman, Audit
Committee
€ 75.000
Fang Ai Lian
Independent Non-Executive
Director
Audit Committee € 75.000
Fernando Bolívar
Independent Non-Executive
Director
– € 50.000
Ai Ai Wong
Independent Non-Executive
Director
Audit Committee € 50.000
* payable by the Stoneweg group as executive remuneration in the respective platform.
Audit Committee members receive an additional €25.000 per annum in recognition of the additional responsibilities associated
with audit oversight.
Remuneration Governance
In the absence of a separate Remuneration Committee, the Board as a whole assumes responsibility for remuneration
governance, including reviewing remuneration arrangements and ensuring alignment with the Company’s Remuneration Policy
and governance standards.
Directors abstain from deliberations and decisions relating to their own remuneration in order to ensure that conicts of interest
are appropriately managed.
The Board periodically reviews remuneration levels taking into account the Company’s scale, responsibilities of Directors, market
practices for comparable listed companies and the need to attract and retain qualied individuals capable of contributing to the
Company’s long-term strategy. As at the date of this Report, no such review has yet been undertaken. The rst such review is
expected to occur in year 2026.
No remuneration consultants were engaged during the reporting period.
Remuneration Disclosure (Singapore Governance Code Provisions 8.1–8.3)
Following listing, the Company provides transparent disclosure of Directors’ remuneration in accordance with its Remuneration
Policy and applicable governance standards. The Company discloses the level and structure of remuneration for each Director,
including Board fees, committee fees and, where applicable, remuneration for executive responsibilities.
The Company also discloses material remuneration arrangements, including xed remuneration of the Chairman, the one-
off equity grant awarded to the Chairman, and any additional advisory-related arrangements where relevant to governance
transparency. The Company further discloses that such advisory arrangements are separate from Directors’ remuneration and
may affect independence assessments where applicable.
78
The Board conrms that all Directors’ remuneration remains subject to shareholder approval prior to payment and that
remuneration resolutions are presented as separate items at general meetings in accordance with the Constitution.
In accordance with Provision 8.1 of the Singapore Governance Code, the Company discloses the remuneration of each Director
and the Chief Executive Ofcer on a named basis. The remuneration of the Company’s top management is disclosed in the notes
to the Consolidated nancial statements (as stipulated previously).
In accordance with Provision 8.2 of the Singapore Governance Code , the Company conrms that there are no employees who are
substantial shareholders of the Company or immediate family members of a Director, the Chief Executive Ofcer or a substantial
shareholder whose remuneration exceeds S$100.000 during the reporting period. For the avoidance of doubt, while the Chief
Executive Ofcer is also a substantial shareholder of the Company, he/she is not considered an “employee” for the purposes of
this disclosure.
Save as previously disclosed in this section and the Board Report and in accordance with Provision 8.3 of the Singapore Governance
Code, the Company conrms that the Company does not operate any other employee share option scheme, share award plan or
other equity-based incentive arrangement for Directors, or key management personnel . The equity-based remuneration granted
was the one-off share grant awarded to the Chairman as described above. The Board may consider introducing an equity-based
incentive framework in the future, subject to shareholder approval and applicable regulatory requirements.
Assessment (Principle 8)
For the post-listing period, the Board considers that the principle is complied with through comprehensive and transparent
disclosure of Directors’ remuneration, clear differentiation between Board, executive and advisory compensation where
applicable, continued shareholder oversight and alignment with the Company’s Remuneration Policy and public-company
governance standards.
INTERNAL CONTROL AND RISK GOVERNANCE
PRINCIPLE 9 — RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK
Following conversion to a public company and the listing of the Company on 19 February 2026, the Company adopted an
enhanced governance framework supported by Board Rules and formal committee structures. Under this framework, the Board
continues to retain ultimate responsibility for risk governance, while structured oversight is supported by the Audit Committee.
The Board determines the nature and extent of the signicant risks the Company is willing to take in achieving its strategic
objectives and long-term value creation and establishes the overall risk appetite of the Group. Risk governance is integrated into
strategy development, capital allocation and governance oversight.
Risk oversight in the post-listing environment includes structured consideration of strategic, nancial, compliance, governance,
operational and sustainability risks, as well as information technology and cybersecurity risks. Risk considerations are integrated
into strategy development, nancial oversight and governance processes.
Conict-of-interest governance has been further formalised in the post-listing framework. The Company operates a structured
Related Party Transaction Policy, which applies to transactions involving Directors, substantial shareholders and persons closely
connected to them within the meaning of applicable law and IAS 24. Directors are required to provide prompt notication of any
potential conict or related party transaction. Where a conict arises, the interested Director does not participate in deliberations
or voting, and the matter is reviewed by the non-conicted Directors and, where applicable, the Audit Committee.
The Audit Committee assists the Board in monitoring the effectiveness of internal controls relating to related party transactions
and conicts of interest and ensures that appropriate disclosure is made in accordance with EU law, Dutch law, Singapore law
and applicable accounting standards.
The Audit Committee monitors the design, implementation and effectiveness of the Company’s internal control and risk
management systems and reports its ndings to the Board. The Committee reviews material risk exposures, control weaknesses,
whistleblowing reports, and signicant compliance or governance issues and ensures that appropriate remedial actions are
implemented.
In addition, the Board oversees risks relating to the integration of newly acquired subsidiaries, harmonisation of governance
and reporting frameworks, and the progressive development of Group-wide control processes following the Company’s recent
expansion.
79
The Company has disclosed that a more formalised internal risk management and control framework, together with a Group
internal audit function, is expected to be implemented commencing 1 January 2027. In the interim period following the Company’s
listing and the recent integration of certain subsidiaries within the Group, the Board relies on existing governance, control and
risk management processes implemented at the level of certain operating platforms within the Group, including Stoneweg,
and SERT, which maintain well-established and comparatively sophisticated operational, compliance and nancial control
procedures within its activities, including structured compliance frameworks, employee training programmes delivered through
dedicated training application systems, and comprehensive internal policies embedded in their day-to-day activities. These
processes provide an interim layer of operational risk management and internal control oversight while the Group’s own internal
control and assurance framework is being designed and implemented.
In particular, MAR-related processes are being aligned across the Group, with reliance placed on the existing notication
procedures and controls already implemented within these platforms, which reect a mature and structured approach to
regulatory compliance.
The Board considers that this transitional approach is appropriate given the Group’s recent structural expansion, the ongoing
integration of acquired entities and the need to implement a proportionate and robust internal control environment tailored
to the Group’s evolving scale and operational complexity. Reliance on Stoneweg and SERT is considered appropriate given
the maturity and robustness of their governance frameworks, including their compliance training infrastructure and regulatory
procedures, which provide a stable and reliable foundation during the transition period. During this transitional period, the
Board and the Audit Committee continue to exercise direct oversight of nancial reporting, risk governance and internal control
matters, supported by external audit assurance and the governance frameworks currently operating within the Group’s principal
operating platforms.
Until the implementation of the Group internal audit function, the Board and the Audit Committee will continue to monitor the
adequacy of existing control arrangements and oversee the progressive development of the Group’s internal risk management
and assurance framework. The Board considers the current arrangements appropriate, with governance enhancements being
progressively implemented in line with the Company’s growth and regulatory environment, leveraging the existing policies,
training systems and compliance procedures of Stoneweg and SERT while developing and aligning the Group’s own policies to
ensure a consistent and coherent overall governance structure.
The Board also recognises emerging risks associated with sustainability, regulatory developments, technology and cybersecurity,
and continues to enhance its oversight in these areas as part of the evolving governance framework.
Assessment
With respect to Provision 9.2 of the Singapore Governance Code, the Company notes that the specic form of written assur-
ances contemplated under that provision were not needed in relation to FY2025. However for the sake of good corporate gov-
ernance an assurance from the Controlling shareholder (also the Chief Executive Ofcer) regarding the proper maintenance of
nancial records and assurance from the Board of Directors that the nancial statements give a true and fair view of the Com-
pany’s operations and nances (see section Responsibility Statement) as well as assurance from the Controlling shareholder
(also the Chief Executive Ofcer) regarding the adequacy and effectiveness of risk management and internal control systems
— was obtained in relation to FY2025 . This reected the Company’s status during that period as a privately held investment
holding company with a limited operational footprint and without a formalised executive management structure separate from
the Board. Accordingly, the Board had direct oversight of the Company’s nancial reporting and internal control processes, and
was satised that adequate controls and review mechanisms were in place.
The Board maintained direct oversight of nancial reporting, statutory compliance and internal control processes during FY2025.
The Board reviewed the Company’s nancial statements, monitored the maintenance of statutory and accounting records,
and relied on the external audit process and professional advisers as part of its governance and assurance framework. The
Board therefore considered that appropriate oversight of nancial reporting and control processes was maintained in a manner
proportionate to the Company’s circumstances at that time.
Post-Listing, the Board considers that the aim and philosophy of the principle are complied with through the adoption of
formal governance structures, committee oversight and progressive enhancement of risk management processes. Following
the Company’s conversion to a public company and its listing, the governance framework has been strengthened through the
establishment of the Audit Committee, formalisation of Board Rules and the progressive development of a more structured risk
management and internal control environment.
While the Company has disclosed that certain elements of a more formalised internal control framework, including a Group
internal audit function, are expected to be implemented in phases with full implementation targeted for 1 January 2027, the
80
Board remains responsible for oversight of risk governance during the interim period and continues to review the adequacy of
the Company’s control environment on an ongoing basis.
The Board is satised that conict-of-interest governance forms an integral component of the Company’s internal control
framework and that the combination of statutory requirements, Board procedures and Audit Committee oversight provides a
robust and institutionally aligned control environment.
The Board expects that, as the Company’s governance framework continues to mature in the post-listing environment and as the
Group’s internal control and internal audit functions are further developed, the Company will progressively align its assurance
processes more closely with the formal requirements contemplated under Provision 9.2 of the Singapore Governance Code.
PRINCIPLE 10 — AUDIT AND ASSURANCE
The Board recognises that a robust audit and assurance framework is fundamental to safeguarding the integrity of nancial
reporting, maintaining investor condence and ensuring compliance with applicable statutory and regulatory obligations.
Following the Company’s conversion to a public company and admission to listing and trading on Euronext Amsterdam on 19
February 2026, the Company implemented an enhanced audit and assurance framework aligned with institutional governance
standards and its cross-border legal and reporting environment.
An Audit Committee has been established by the Board to assist it in discharging its responsibilities in relation to nancial
reporting, internal controls, risk management, external audit oversight, related party governance, whistleblowing oversight and
conicts of interest. As at the date of this Report, the Audit Committee comprises Mr Joseph Benhamou, aged 76, who serves as
Chairman of the Audit Committee and Lead Independent Non-Executive Director, Mr Jean-Pierre Verlaine, aged 56, and Ms Fang
Ai Lian, aged 76. All members of the Audit Committee are non-executive Directors, and a majority of the members, including the
Chairman, are regarded by the Board as independent.
In assessing the independence of the Audit Committee members, the Board has considered the specic relationships disclosed in
the Prospectus and remains satised that they do not interfere, and are not reasonably perceived to interfere, with the exercise
of independent judgement in the best interests of the Company. In particular, the Board regards Mr Joseph Benhamou as
independent notwithstanding that he is the father of the current Chief Executive Ofcer of CBH Bank and notwithstanding the
economic interest of MSB Trust in ICF SPC-BG, for the reasons previously disclosed by the Company, including that CBH Bank is
not a related corporation of the Company for the relevant purposes, that Mr. Benhamou’s son’s remuneration is not determined
by the Group, and that neither Mr. Benhamou nor his family controls the voting or disposal of the relevant shareholding interests.
The Board also regards Ms. Fang Ai Lian as independent notwithstanding her prior non-executive appointment with Stoneweg
EREIT Management Pte. Ltd., from which she stepped down on 28 January 2026, on the basis that she was not an employee,
was not involved in day-to-day management and was not accustomed or under an obligation to act in accordance with the
directions of that entity.
The Audit Committee operates under formal Terms of Reference approved by the Board. Those Terms of Reference provide
that the Committee must comprise at least three non-executive Directors, the majority of whom, including the Chairman, are
independent, and that at least two members, including the Chairman, must have recent and relevant accounting or related
nancial management expertise or experience. The Terms of Reference further provide that the Audit Committee shall meet at
least twice a year, or more frequently as it considers necessary, and that it shall have access to management, records, external
auditors and, where appropriate, external professional advisers in order to discharge its duties.
The principal responsibilities of the Audit Committee include reviewing the integrity of the Group’s half-yearly and annual
nancial statements before submission to the Board, considering signicant accounting policies, judgements and nancial
reporting issues, reviewing management assurances relating to nancial records and nancial statements, and reporting
signicant matters to the Board. The Committee is also responsible for overseeing the external audit process, including review
of the external auditor’s plans, scope, ndings, effectiveness and independence, and for making recommendations to the
Board regarding the appointment, reappointment, removal, remuneration and terms of engagement of the external auditor. In
addition, the Committee’s remit extends to reviewing the adequacy and effectiveness of the Group’s internal control and risk
management systems, reviewing related party transactions and conicts of interest matters, overseeing the whistleblowing
framework, monitoring regulatory compliance matters, considering nancial and governance implications of material complaints
or irregularities and, once implemented, overseeing the internal audit function.
The Audit Committee has broad investigative and oversight authority within the scope of its Terms of Reference. It is empowered
to investigate any matter falling within its remit, has full access to management and records, may invite any Director or executive
ofcer to attend its meetings and may consult external counsel, auditors or other advisers where necessary. In governance terms,
however, the Audit Committee operates primarily in an oversight and recommendatory capacity rather than as a body exercising
general executive power independent of the Board. Matters such as approval of nancial statements, appointment or removal
of auditors, adoption of policies and other material governance decisions remain reserved to the Board or, where required, to
shareholders. Within its delegated remit, the Committee may nevertheless take procedural and supervisory decisions necessary
81
to carry out its work, including approving internal audit plans once the internal audit function is established, overseeing
investigations under the whistleblowing framework and directing the review of matters falling within its mandate.
Since its establishment in the initial stage following the listing, the work of the Audit Committee will be principally focused on
supporting the Board in planning and initial development of the Company’s post-listing control and assurance framework. This
includes preparatory work and initial discussions of the audit and nancial reporting governance architecture, oversight of the
external audit framework, review of policies relating to whistleblowing, related party transactions and conicts management,
with further formalisation and review to be undertaken during the rst half of the nancial year. The Audit Committee will also
be considering the phased implementation of the Group’s internal control and internal audit structures.
The Board notes that, because the Group has undergone signicant expansion through the acquisition and integration of material
subsidiaries, the Company has adopted a phased governance approach under which the Group-wide whistleblowing policy
became effective from 31 March 2026 and the Group’s internal audit function and more formalised internal control systems are
expected to be implemented with effect from 1 January 2027.
The Company’s external audit framework reects its Singapore incorporation and European listing and reporting environment.
The Group’s statutory consolidated nancial statements are audited by Deloitte & Touche LLP, the Company’s statutory auditor
under Singapore law. In connection with the nancial statements included in the Prospectus and the Company’s broader cross-
border reporting framework, Deloitte Audit S.à r.l. acted as the independent auditor in Luxembourg. The Board and the Audit
Committee oversee coordination of audit activities where relevant and are responsible for ensuring that the Company’s nancial
reporting complies with applicable Singapore law, EU-approved IFRS and relevant Dutch regulatory requirements following
admission to trading.
The Board has also adopted a Related Party Transaction Policy as part of its post-listing governance framework. That policy
applies to material transactions between the Company and signicant shareholders, Directors, closely related persons and other
related parties within the meaning of IAS 24. The policy requires prompt notication of potential related party transactions,
provides for Board assessment of whether transactions are conducted in the ordinary course of business and on normal market
terms, and requires that any material related party transaction exceeding the specied threshold of EUR 30 million be submitted
for Board approval, including the afrmative vote of at least one Independent Director. Where a Director has an interest in
the transaction, that Director is excluded from the relevant decision-making process. The Board is required to assess such
transactions in good faith by reference to fairness, commercial terms, purpose, benet to the Company, the interests of minority
shareholders and any disclosure obligations. Transactions are disclosed to the extent required by Singapore law, Dutch law, EU
law, IAS 24 and other applicable standards. The Audit Committee reviews related party transactions as part of its oversight role
and reports material matters to the Board.
The Company has further adopted a Group-wide Whistleblowing Policy effective from 31 March 2026. That policy is intended
to promote a culture of integrity, transparency and accountability and to provide secure and condential reporting channels for
actual or suspected misconduct, wrongdoing or breaches of legal, regulatory or ethical obligations. It applies across the Group
to directors, ofcers, employees and, where relevant, consultants, contractors, shareholders and other stakeholders. Reportable
conduct includes, among other things, fraud, bribery, corruption, nancial misstatement, insider trading, market abuse, sanctions
or anti-money laundering breaches, misuse of condential information, serious health and safety matters, abuse of authority
and concealment of such conduct. Reports may be made to the Group General Counsel and Chief Compliance Ofcer or
directly to the Chair of the Audit Committee, and anonymous reporting is permitted to the extent allowed by applicable law.
The policy provides for acknowledgment, preliminary assessment, secure record-keeping, fair and proportionate investigation,
condentiality protections, data protection safeguards and protection against retaliation for good faith reporting. Oversight of
the implementation and effectiveness of the whistleblowing framework rests with the Audit Committee, which receives periodic
reports on disclosures, investigations and remedial actions.
The Board has disclosed that the Group’s internal audit function is expected to be implemented with effect from 1 January 2027.
Until that time, the Board and the Audit Committee continue to oversee internal control and risk management matters directly,
supported by management reporting, external audit assurance and interim governance and control processes operating within
the Group’s principal operating platforms, including Stoneweg. The Board considers this transitional approach appropriate
having regard to the Group’s recent structural expansion and the need to implement a proportionate and scalable internal
control and assurance framework aligned with the Group’s evolving operational complexity, geographic footprint and regulatory
obligations.
Assessment
The Board considers that, following listing, the Company’s audit and assurance framework is aligned with the aim and philosophy
of Principle 10 of the Singapore Governance Code. The establishment of the Audit Committee, together with structured oversight
of external audit, nancial reporting, related party governance, whistleblowing arrangements and the phased implementation
82
of internal audit and enhanced control systems, provides a sound and institutionally robust assurance framework appropriate to
the Company’s current scale and stage of development.
SHAREHOLDER GOVERNANCE
PRINCIPLE 11 — SHAREHOLDER RIGHTS
Following its admission to listing and trading on Euronext Amsterdam on 19 February 2026, the Company operates within
a broader shareholder base and enhanced governance framework. The Board recognises the importance of maintaining
transparent and constructive engagement with shareholders and ensuring that shareholders are treated equitably and provided
with timely and relevant information to enable them to exercise their rights in an informed manner.
The Company ensures that shareholders are treated fairly and equitably at general meetings. Substantially separate issues
are proposed as separate resolutions to facilitate shareholder understanding and participation in decision-making. Voting
procedures at general meetings are conducted in accordance with the Constitution, applicable statutory requirements and the
rules of Euronext Amsterdam. Shareholders are provided with adequate notice of general meetings, and the notice of meeting
sets out the agenda, the text of the proposed resolutions and supporting explanatory materials to enable shareholders to make
informed decisions.
Shareholders are entitled to attend, participate and vote at general meetings either in person or by proxy. The Chairman of the
Board and members of the Board are expected to attend general meetings to address shareholder questions relating to the
Company’s strategy, performance and governance matters. In accordance with Provision 11.3 of the Singapore Governance
Code, the Company discloses in the annual report the attendance of Directors at general meetings held during the nancial year.
As the Company was admitted to listing on 19 February 2026, the rst annual general meeting following listing is scheduled to
be held on 15 May 2026, and Directors’ attendance at that meeting will be disclosed in the relevant annual report covering the
nancial year in which the meeting occurs.
The Company maintains regular communication with shareholders through its annual report, nancial results announcements,
press releases and other regulatory disclosures. Information relevant to shareholders, including corporate announcements and
nancial disclosures, is made publicly available through the Company’s website and applicable regulatory channels to ensure
broad and timely access to information.
Dividend Policy
Pursuant to the Constitution of the Company, dividends may be declared by shareholders at a general meeting by ordinary
resolution, provided that such dividends do not exceed the amount recommended by the Board. The Board may also from time
to time declare and pay interim dividends where it appears to the Board that such dividends are justied by the prots of the
Company. Dividends may only be paid out of prots available for distribution in accordance with the Companies Act and other
applicable laws, and no dividend shall bear interest against the Company.
The Company does not currently operate a xed or formula-based dividend policy. In determining whether to recommend the
payment of dividends, the Board takes into consideration a range of factors, including the Company’s nancial performance,
protability, capital expenditure requirements, investment pipeline, working capital needs, future growth opportunities and
applicable legal and regulatory requirements. In the near term, the Board expects that a signicant portion of available capital
may be reinvested into the Group’s investment and development activities to support the growth and expansion of the Group’s
business.
The Board intends to review the Company’s dividend approach periodically and may introduce a more formalised dividend
policy once the Group has established a stable operating platform and sustainable protability. There can be no assurance that
dividends will be declared or paid in any particular nancial year.
Dividend History
The Company was incorporated on 27 August 2024. During the nancial year ended 31 December 2025, the Board declared two
tax-exempt (one-tier) interim dividends.
On 30 June 2025, the Board resolved to declare an interim dividend of € 28,9 million, representing € 0,083 per Ordinary Share,
in respect of the nancial year ending 31 December 2024. The dividend was payable to shareholders registered in the electronic
register of members as at the close of business on 30 June 2025 and was settled in August 2025.
83
On 19 November 2025, the Board resolved to declare a second interim dividend of € 117,8 million, representing € 0.34 per
Ordinary Share, in respect of the nancial year ending 31 December 2025. The dividend was payable to shareholders registered
in the electronic register of members as at the close of business on 19 November 2025. The dividend payable was settled as
follows: (i) € 18 million was offset against receivables from the Controlling shareholder and (ii) dividend declared in an amount
of € 100 million was reinvested by the Controlling shareholder under the form of an interest-free loan to support the development
of the Group.
In June 2025 the Company declared an interim dividend in the amount of € 28,9 million (€ 0,08 per share), which amount was
offset with other shareholder payables to the Group.
Dividends declared on the Ordinary Shares are payable in euro. Dividends distributed through the Euronext Securities Milan
centralised securities settlement system are credited directly to shareholders’ accounts maintained within that system without
the need for shareholders to present documentation proving ownership of the Ordinary Shares. The Board may determine the
relevant record date for the purpose of dividend distributions.
In accordance with the Constitution, dividends or other moneys payable in respect of an Ordinary Share that remain unclaimed
after becoming payable may be invested or otherwise applied by the Directors for the benet of the Company. Any dividend
remaining unclaimed for a period of six years from the date it rst becomes payable may be forfeited and revert to the Company,
although the Directors may, at their discretion, annul such forfeiture and pay the amount to the person entitled to it prior to the
forfeiture.
Assessment
The Board considers that the Company’s governance arrangements following listing are consistent with the aim and philosophy
of Principle 11 of the Singapore Governance Code. The Company maintains transparent communication channels with
shareholders, ensures equitable treatment in shareholder meetings and provides clear disclosure of shareholder rights, dividend
practices and engagement mechanisms in its public reporting.
PRINCIPLE 12 — SHAREHOLDER ENGAGEMENT
Following the Company’s admission to listing and trading on Euronext Amsterdam on 19 February 2026, the Company adopted
a more structured framework for shareholder engagement consistent with the expectations applicable to a listed issuer.
The Company communicates regularly with shareholders and the broader investment community through periodic nancial
reporting, regulatory announcements, investor presentations, press releases and other disclosures published through regulatory
channels and the Company’s corporate website. These communication channels are intended to provide shareholders with
timely and equal access to information regarding the Company’s strategy, nancial performance and material developments.
In addition, the Company engages with shareholders through general meetings, which provide an opportunity for shareholders to
raise questions and express their views on matters relating to the Company’s business, strategy and governance. The Chairman
of the Board and members of the Board are expected to attend general meetings and to address shareholder questions where
appropriate.
In accordance with Provision 12.1 of the Singapore Governance Code, the Board has adopted mechanisms to solicit and
understand shareholder views. These include engagement through shareholder meetings, investor briengs, direct dialogue
with institutional investors where appropriate, monitoring shareholder feedback received through investor communications
channels and review of investor relations feedback provided to the Board. The Board takes such feedback into consideration
when reviewing the Company’s strategy, governance arrangements and long-term value creation objectives.
The Company also maintains an investor relations function responsible for facilitating communication with shareholders and the
investment community and for ensuring that shareholder enquiries are handled in a timely and transparent manner.
The Board recognises the importance of considering stakeholder interests, including those of shareholders, employees, partners
and other stakeholders, as part of its responsibility to promote sustainable long-term value creation.
Assessment
Following listing, the Company has implemented structured shareholder communication and engagement mechanisms consistent
with the aim and philosophy of Principle 12 of the Singapore Governance Code.
84
02
PRINCIPLE 13 — SHAREHOLDER MEETINGS
Following conversion to a public company and admission to listing on 19 February 2026, the Company continues to hold Annual
General Meetings in accordance with the Companies Act and the Constitution. In addition, extraordinary general meetings may
be convened whenever the Board considers it necessary or upon valid requisition by shareholders holding not less than 10% of
the issued voting shares, excluding treasury shares.
Under the Constitution, the Chairman of the Board, or failing him the Deputy Chairman, presides as chairman of general meetings.
If neither is present, the Directors present elect one of their number, failing which the members present elect a chairman. Minutes
of proceedings are maintained by or under the supervision of the Company Secretary, and resolutions and constitutional
documents may be authenticated by a Director, the Secretary or a person authorised by the Board.
Notice requirements are observed strictly. At least 21 days’ notice is required for meetings convened to pass special resolutions,
and at least 14 days’ notice is required for meetings convened to pass ordinary resolutions, unless a longer notice period is
required under applicable law. Notices specify the place, date and time of the meeting, the general nature of the business and
prominently state that a member entitled to attend and vote may appoint a proxy who need not be a member.
A shareholder is entitled to attend, speak and vote at general meetings either in person or by proxy. Following admission to
trading, holders of ordinary shares through Euronext Securities Milan may exercise voting rights in accordance with the applicable
settlement and custody arrangements, including the provision of voting instructions within prescribed timeframes.
The quorum for a general meeting remains two members present in person or by proxy. On a poll, every shareholder present in
person or by proxy has one vote for each ordinary share held. All ordinary shares carry identical voting rights.
Amendments to the Constitution require approval by special resolution, meaning at least 75% of the total voting rights of members
present and voting. Notices convening such meetings must specify the intention to propose the resolution as a special resolution
and describe the general nature of the proposed amendments. Proposed amendments are made available for inspection prior to
the meeting and provided free of charge upon request.
The Company may be voluntarily wound up by special resolution in accordance with the Insolvency, Restructuring and Dissolution
Act 2018 of Singapore. Upon winding up, assets are applied in satisfaction of liabilities and thereafter distributed among
members in accordance with their rights and interests, subject to statutory provisions and the Constitution.
Transparency and Cross-Border Reporting Obligations (Post-Listing)
Following admission to trading, the Netherlands is the Company’s home Member State for the purposes of Directive 2004/109/
EC (as amended) (the Transparency Directive). As a result, the Company is subject to the Dutch Financial Supervision Act (Wet
op het nancieel toezicht) and related regulations in respect of ongoing transparency and disclosure obligations. The Dutch
Authority for the Financial Markets (AFM) acts as the competent authority for these purposes.
As a third-country issuer incorporated in Singapore and listed on a regulated market in the Netherlands, the Company prepares
its annual nancial statements in accordance with EU-approved IFRS and applicable provisions of the Dutch Civil Code. The
Board prepares an annual board report in accordance with Dutch law. The annual accounts and board report are made publicly
available within four months of the end of the relevant nancial year and are simultaneously led with the AFM. Once adopted
by the AGM, the annual accounts are led with the AFM within ve days of adoption and remain publicly available for at least
ten years.
Within three months after the end of the rst six months of each nancial year, the Board prepares and publishes semi-annual
nancial statements and a semi-annual board report. These are made publicly available by press release and led with the AFM
and remain publicly accessible for at least ten years. Where audited or reviewed, the auditor’s report is published together with
the nancial statements.
Under the Dutch Financial Reporting Supervision Act (Wet toezicht nanciële verslaggeving), the AFM supervises compliance
with nancial reporting standards. The AFM may request explanations from the Company, issue recommendations or apply to
the Enterprise Chamber of the Amsterdam Court of Appeal for orders requiring clarication, restatement or corrective disclosure
where nancial reporting does not comply with applicable standards.
Stakeholder Engagement and Communication
The Board recognises that sustainable long-term value creation requires effective engagement with a broad range of
stakeholders, including shareholders, employees, business partners, regulators and local communities. As part of its governance
responsibilities, the Board considers stakeholder interests in the formulation of strategy and in overseeing the Company’s
operations and investment activities.
85
During the reporting period, the Company’s key areas of focus in managing stakeholder relationships included maintaining
transparent communication with shareholders and investors following listing, strengthening governance and compliance
frameworks across the Group, integrating newly acquired businesses into the Group’s operating structure, and establishing
consistent reporting, control and risk management processes. The Board monitors stakeholder feedback and considers such
perspectives when reviewing the Company’s strategic direction and governance practices.
The Company maintains a corporate website through which stakeholders are able to access information about the Company,
including corporate announcements, nancial reports, press releases, governance policies and other relevant disclosures. The
website serves as an important communication channel for shareholders and other stakeholders and supports transparent and
timely dissemination of information.
General meeting of shareholders
Shareholder Meetings and Shareholder Rights
The Company recognises the importance of shareholder participation in the governance of the Company and facilitates the
exercise of shareholder rights primarily through general meetings. The Company’s Constitution, together with the Companies Act
1967 of Singapore and applicable regulatory requirements, establishes the framework through which shareholders participate
in key corporate decisions, exercise voting rights, and receive relevant information regarding the Company’s affairs.
The Company holds an Annual General Meeting (“AGM”) each year in accordance with the requirements of the Companies
Act. The AGM serves as the principal forum for communication between the Board of Directors and shareholders and provides
shareholders with the opportunity to review the Company’s nancial performance and governance matters. At each AGM,
routine business typically includes the declaration of dividends (to the extent applicable), the presentation and adoption of the
Company’s nancial statements together with the Directors’ statement and Auditor’s report, the appointment or re-appointment
of Directors retiring at the meeting, the appointment or re-appointment of the Auditor, and the approval of remuneration for
Directors and the Auditor. Any matters beyond these routine items are treated as special business and are considered by
shareholders through the appropriate resolution procedures.
In addition to the AGM, Extraordinary General Meetings (“EGMs”) may be convened whenever the Directors consider it necessary
to seek shareholder approval for matters requiring their consent. The Directors also have a duty to convene an EGM upon
requisition by shareholders in accordance with the provisions of the Companies Act. The time and place of general meetings are
determined by the Board of Directors.
Shareholders are given advance notice of general meetings in order to allow adequate time for consideration of the matters
to be discussed. Meetings at which a Special Resolution is proposed require at least twenty-one days’ notice in writing, while
AGMs and other Extraordinary General Meetings require at least fourteen days’ notice. The notice of meeting species the date,
time and place of the meeting and describes the business to be transacted. Where special business is proposed, the notice is
accompanied by an explanatory statement describing the nature and effect of the proposed resolution. Shareholders are also
informed of their right to appoint a proxy to attend, speak and vote on their behalf.
General meetings are conducted in accordance with procedures designed to ensure fairness and transparency in shareholder
decision-making. The Chairman of the Board presides over general meetings, or in his absence the Deputy Chairman or another
Director or shareholder appointed by those present will chair the meeting. The quorum for a general meeting is two or more
shareholders present in person or by proxy. If a quorum is not present within thirty minutes after the scheduled start time, the
meeting may be adjourned in accordance with the Constitution. All resolutions at general meetings are decided by poll voting,
ensuring that votes are counted in proportion to each shareholder’s shareholding in the Company.
In addition to considering routine matters at the Annual General Meeting, shareholders exercise important decision-making
powers through resolutions passed at general meetings. These powers include approving the issuance of new shares or granting
authority to the Directors to issue shares, appointing and removing Directors, approving Directors’ remuneration, declaring
dividends, approving changes to the Company’s share capital structure, and approving capital reductions, share buybacks
or other corporate restructuring actions where required. Shareholders may also approve the sale or disposal of the whole or
substantially the whole of the Company’s undertaking and sanction variations to the rights attached to any class of shares.
Certain matters must be approved by Special Resolution in accordance with the Companies Act and the Company’s Constitution.
The Companies Act provides that notwithstanding anything in its Constitution, the Directors shall not exercise any power to
issue shares without prior approval of the shareholders in a general meeting. Such authorization may be obtained by ordinary
resolution (i.e., a resolution requiring the afrmative vote of a simple majority of those shareholders present and voting in person
or by proxy and entitled to vote on the resolution). Once this shareholders’ approval is obtained, unless previously revoked or
varied by the company in a general meeting, it continues in force until the conclusion of the next annual general meeting or the
86
expiration of the period within which the next annual general meeting after that date is required by law to be held, whichever is
earlier; but any approval may be revoked or varied by the Company in a general meeting.
Shareholders have the right to attend and vote at general meetings in person or by proxy. Each share carries one vote on a
poll unless different rights are attached to a particular class of shares. Voting rights are determined by reference to the number
of shares recorded in the Register of Members or the applicable book-entry system seventy-two hours before the meeting. In
the case of joint shareholdings, the vote of the senior joint holder, determined by the order of names recorded in the register
or book-entry system, is accepted to the exclusion of the votes of the other joint holders. Shareholders who have not fully paid
any amounts due on their shares may be restricted from exercising voting rights in respect of those shares unless the Directors
determine otherwise.
The Constitution allows shareholders who are unable to attend a meeting in person to appoint proxies to represent them. A
shareholder who is not a relevant intermediary may appoint up to two proxies to attend, speak and vote at the same meeting,
provided that the proportion of shares represented by each proxy is specied. Relevant intermediaries may appoint more than
two proxies in accordance with applicable rules. A proxy need not be a shareholder of the Company. Proxy appointments must
be submitted in the prescribed form within the time period specied in the notice of meeting, generally not less than seventy-two
hours before the meeting.
Preference shareholders are entitled to receive notices of meetings, nancial reports and other communications in the same
manner as ordinary shareholders and are entitled to attend general meetings. Preference shareholders may vote on matters
directly affecting their rights, including proposals to reduce capital, wind up the Company or approve the sale of the Company’s
undertaking, or where dividends on the preference shares are more than six months in arrears.
The Constitution also safeguards the rights of shareholders where the Company’s share capital is divided into different classes.
Any variation of the rights attached to a class of shares requires either the written consent of the holders of at least three-
quarters of the issued shares of that class or approval by a Special Resolution passed at a separate meeting of the holders of
that class of shares. This mechanism ensures that shareholders holding a particular class of shares have the opportunity to
approve changes that may affect their rights and interests.
Shareholders receive information necessary to make informed decisions through the distribution of the Company’s nancial
statements and related reports. In accordance with the Companies Act, the Directors ensure that audited nancial statements
and accompanying reports are prepared and presented to shareholders at the AGM. Copies of these documents are generally
sent to shareholders not less than fourteen days before the meeting at which they are to be considered. Notices and shareholder
communications may be delivered either in physical form or electronically in accordance with the Company’s Constitution and
applicable laws and regulations.
Through these governance arrangements, the Company seeks to ensure that shareholders are able to exercise their rights
effectively and participate in key decisions affecting the Company. The Board is committed to maintaining transparent processes
and open communication with shareholders, thereby supporting responsible corporate governance and the long-term interests
of the Company and its stakeholders.
Code of Conduct
SWI Group has adopted a Group Code of Conduct and Ethical Governance Framework (the “Code”) which establishes the core
ethical, professional and governance standards applicable across the Group and its subsidiaries. The Code has been approved
by the Board of Directors and forms a central element of the Group’s internal governance and compliance architecture.
The purpose of the Code is to dene the minimum standards of conduct expected from all persons acting on behalf of the
Group, including directors, ofcers, employees, secondees, consultants, contractors and other individuals engaged by the Group.
The Code is designed to preserve the integrity, reputation and lawful operation of the Group and to support compliance with
applicable legal, regulatory, sustainability and market conduct obligations in the jurisdictions in which the Group operates.
The Code establishes principles and rules relating to integrity and lawful conduct, conicts of interest, anti-bribery and anti-
corruption, market conduct and insider rules, condentiality and information protection, responsible use of Group assets,
nancial integrity and disclosure, fair treatment in the workplace, sustainability and environmental, social and governance
(“ESG”) responsibilities, and respect for internationally recognised human rights. It also sets out expectations relating to data
protection and responsible use of technology, including articial intelligence.
In addition, the Code forms part of a broader internal governance framework that includes supporting Group policies such as the
Conict of Interest Policy, Anti-Bribery and Corruption Policy, Market Abuse and Insider Trading Policy, Whistleblowing Policy,
Related Party Transactions Policy and other policies addressing responsible business conduct, risk management and disclosure
87
obligations. These policies provide more detailed operational requirements and procedures that support the principles set out in
the Code.
The Code also establishes governance and oversight arrangements relating to ethical compliance within the Group. It includes
provisions concerning the reporting of suspected misconduct, the protection of whistleblowers, investigation procedures and
disciplinary measures in the event of breaches. All persons covered by the Code are required to comply with its provisions and to
report suspected violations in good faith through designated reporting channels. The Code further requires periodic conrmation
of compliance and supports the Group’s broader internal control and risk management framework.
Ultimate responsibility for the Code rests with the Board of Directors, while the Group’s Compliance and Legal functions are
responsible for its implementation, monitoring and periodic review. The Code is reviewed at least annually, or more frequently
where required by regulatory developments or changes in the Group’s governance framework.
The full text of the SWI Group Code of Conduct and Ethical Governance Framework is available for public inspection on the
Group’s website.
Insider Trading Policy
SWI Capital Holding Limited has also adopted an Insider Trading Policy designed to ensure compliance with applicable market
abuse and securities laws, including the European Market Abuse Regulation (MAR). The policy establishes rules governing the
possession and use of inside information and regulates dealings in the Company’s securities by directors, employees and other
persons performing functions within the Group.
The policy applies to members of the Board, senior executives and other employees of the Company and its subsidiaries. It aims
to prevent insider dealing, unlawful disclosure of inside information and other forms of market abuse that could undermine
market integrity or damage the Company’s reputation.
Under the policy, persons in possession of inside information—being non-public information of a precise nature that could
materially affect the price of the Company’s securities—are prohibited from trading or attempting to trade in those securities.
They are also prohibited from disclosing such information to third parties except where disclosure occurs in the normal exercise
of their duties and subject to appropriate condentiality obligations. Recommending or inducing another person to trade on the
basis of inside information is likewise prohibited.
The policy further establishes closed periods during which persons discharging managerial responsibilities, including members
of the Board, may not trade in the Company’s securities. These closed periods generally apply during the thirty calendar days
preceding the publication of the Company’s annual or semi-annual nancial results.
The policy also provides for the maintenance of an Insider List, which records individuals who have access to inside information
relating to the Company. The Insider List is maintained in accordance with MAR requirements and includes details of persons
who may have access to such information in connection with specic projects, transactions or corporate developments.
In addition, persons discharging managerial responsibilities and persons closely associated with them are required to notify
transactions in the Company’s securities to both the relevant regulatory authority and the Company within the prescribed
timeframe in accordance with applicable regulations.
Oversight of the Insider Trading Policy is entrusted to the Compliance Ofcer, who is responsible for administering the policy,
maintaining the Insider List, communicating closed periods, reviewing notications and providing guidance on compliance
matters. Violations of the policy may result in internal disciplinary measures and may also give rise to administrative or criminal
sanctions under applicable law.
The full text of the Insider Trading Policy of SWI Capital Holding Limited is available for public inspection on the Group’s website.
Conicts of interests
The Board of Directors of SWI Capital Holding Ltd. has established procedures to ensure that conicts of interest involving
Directors, senior management or related parties are properly identied, assessed and managed. These procedures are set out in
the Company’s Board Rules and Related Party Transactions Policy and form part of the Group’s broader governance and internal
control framework. Directors and relevant ofcers are required to disclose any actual, potential or perceived conict of interest
that may arise in connection with matters under consideration by the Board or in relation to the Group’s business activities.
88
Where a conict of interest arises, the relevant Director must promptly inform the Board of the nature and extent of the interest.
In accordance with the Board Rules and applicable law, a Director who has a material personal interest in a matter under
consideration must abstain from participating in deliberations and from voting on the relevant resolution, and such Director is not
counted in the quorum for the purposes of the decision concerned. The Board may take such additional measures as it considers
appropriate to safeguard the integrity of the decision-making process, including requesting further disclosures or imposing
specic conditions or restrictions.
Transactions involving related parties are subject to additional oversight under the Related Party Transactions Policy. Such
transactions are reviewed to ensure that they are conducted on arm’s length terms and in the ordinary course of business
where applicable, and that they comply with applicable legal and regulatory requirements. Where required, related party
transactions are subject to approval by the Board or other appropriate governance bodies, and appropriate disclosures are
made in accordance with applicable corporate governance and transparency obligations. In addition, the Group is in the process
of implementing a detailed Group-level Conict of Interest Policy, which is expected to be adopted during the rst half of 2026.
This policy will further formalise the procedures for identifying, recording and managing conicts of interest across the Group
and will complement the existing governance framework to ensure consistent standards and enhanced transparency.
Disclosures Pursuant to the Decree Implementing Article 10 EU-Directive On Takeovers
Pursuant to the Decree implementing Article 10 of Directive 2004/25/EC on takeover bids and Section 2:392 of the Dutch Civil
Code, the Company provided the information regarding its capital structure, governance arrangements and other matters
relevant in the context of a public takeover bid in Section Shareholding Structure on page 9 of this Annual Report.
Overall Assessment (Principle 13)
The Board considers that shareholder meeting processes and disclosure practices are conducted in accordance with the
Companies Act, the Constitution and applicable regulatory requirements. Following conversion and listing, the Company operates
within a signicantly enhanced regulatory environment incorporating Singapore corporate law, Dutch transparency obligations
and regulated market standards.
The Board considers that the principle of fair, transparent and properly conducted shareholder meetings, together with effective
stakeholder engagement and communication mechanisms, is complied with in the post-listing environment and supports the
Company’s broader governance framework.
89
Responsibility Statement
The Directors of SWI Capital Holding Ltd. (the “Company”) conrm that, to the best of their
knowledge:
i. the Consolidated nancial statements of the Company for the nancial year ended 31 December 2025, which have
been prepared in accordance with International Financial Reporting Standards as adopted by the European Union
(“EU-IFRS”), give a true and fair view of the assets, liabilities, nancial position and results of the Company and its
consolidated subsidiaries (together, the “Group”); and
ii. the Board Report and the Corporate Governance Report included in this Annual Report include a fair review of the
development and performance of the business and the position of the Company and the Group, together with a
description of the principal risks and uncertainties that they face.
The Directors further conrm that the Annual Report provides the information required under applicable laws and regulations
governing issuers whose securities are admitted to trading on a regulated market of the European Union.
This Responsibility Statement has been approved by the Board of Directors and is signed on its behalf.
On behalf of the Board of Directors
Jean-Pierre Verlaine
Member of the Board of directors, member of the Audit Committee
Max-Hervé George
Member of the Board of directors, Chief Executive Ofcer
Date: 29 April 2026
90
Sustainability
Sustainability and ESG Framework
The Board recognises that environmental, social and governance (“ESG”) considerations are increasingly relevant to long-term
value creation, risk management and responsible corporate stewardship. As a listed investment and operating platform with
activities across multiple jurisdictions, the Group seeks to progressively integrate sustainability considerations into its strategic
planning, investment processes and operational practices.
The Company’s sustainability approach is currently being formalised and embedded across the Group. This process includes
the development of group-wide ESG policies (as required by law), governance structures, internal monitoring processes and
data-management systems designed to support consistent oversight of sustainability matters across the Group’s activities.
The Company currently anticipates completing the initial implementation phase of this framework over approximately the next
twelve months.
The Group’s sustainability framework is structured around three core pillars: Environmental Stewardship, Social Responsibility
and Responsible Governance. These pillars are intended to guide the Group’s strategic decision-making, operational execution
and stakeholder engagement, while remaining proportionate to the Group’s current size, structure and regulatory obligations.
As the Group continues to expand and integrate newly acquired businesses, the Company expects to further develop and rene
its sustainability governance, policies and reporting processes.
Environmental Stewardship
The Group seeks to incorporate environmental considerations into the design, development and management of its investments
and operational activities where appropriate. The Board recognises that the real estate and digital infrastructure sectors in
which the Group operates can have signicant environmental impacts and therefore aims to promote responsible development
practices that improve energy efciency, resource management and environmental performance.
Within its real estate and digital infrastructure activities, the Group aims, where feasible, to integrate internationally recognised
sustainability standards into project development. These include environmental certication frameworks such as the Building
Research Establishment Environmental Assessment Method (BREEAM) and Leadership in Energy and Environmental Design
(LEED), which provide structured methodologies for assessing environmental performance in the built environment.
The Group also seeks to benchmark sustainability performance through recognised industry initiatives, including the Global Real
Estate Sustainability Benchmark (GRESB), where relevant. Participation in such benchmarking initiatives assists the Group in
evaluating environmental performance against industry standards and identifying potential areas for improvement.
For the Group’s digital infrastructure platform AiOnX, environmental considerations are incorporated during the planning and
development stages of Data center projects. These considerations may include:
i. the sourcing of renewable electricity where commercially and technically feasible;
ii. the design of energy-efcient infrastructure and cooling systems;
iii. the use of sustainable or lower-carbon construction materials where practicable;
iv. efforts to reduce the carbon intensity of construction and operational activities; and
v. the potential recovery and redistribution of excess heat generated by Data center facilities to local heating networks
where appropriate.
The Group is also assessing the implementation of ESG data-management systems to support the collection, monitoring and
analysis of sustainability-related metrics across its operations. These systems are expected to enhance the Group’s ability to
track environmental performance and support internal decision-making.
Social Responsibility
The Group recognises that responsible corporate behaviour extends beyond environmental considerations to include the well-
being of employees, business partners and the communities in which the Group operates.
In particular in the context of infrastructure and real estate development, social considerations are evaluated during the planning
and permitting phases of projects. These considerations may include:
91
• the potential creation of local employment opportunities;
• the integration of projects within surrounding communities and infrastructure;
• landscaping and urban planning considerations; and
• the potential creation of public spaces or community amenities where appropriate.
The Group seeks to ensure that development activities are undertaken in a manner that considers local economic development,
community engagement and environmental sustainability.
Internally, the Group aims to maintain a professional, safe and inclusive working environment. Health and safety standards are
promoted through internal policies and operational procedures designed to safeguard employees and contractors.
The Group also promotes professional development and employee engagement through training initiatives, educational
opportunities and merit-based career development processes. Recruitment and promotion practices are based on qualications,
experience and professional competence, with the objective of fostering a diverse and internationally experienced workforce.
Employee well-being is supported through competitive compensation practices, workplace exibility where appropriate and
initiatives designed to support employee engagement and professional growth.
Responsible Governance
The Governance pillar reects the Company’s commitment to maintaining a robust governance framework that supports
accountability, transparency and effective oversight of the Group’s activities.
Following its listing, the Company operates under a formal governance structure comprising a Board of Directors supported by
independent directors and Board committees, including an Audit Committee. These governance structures provide oversight of
nancial reporting, risk management, internal control systems and regulatory compliance.
The Board retains overall responsibility for the Company’s governance framework, including the oversight of sustainability-
related risks and opportunities where relevant.
The Group operates across multiple jurisdictions and maintains processes designed to ensure compliance with applicable
legal and regulatory requirements. These processes include internal control mechanisms, risk management procedures and
engagement with external legal and regulatory advisers where appropriate.
As the Group continues to develop its ESG framework, the Board expects sustainability considerations to become increasingly
integrated into the Company’s broader risk management and governance processes.
92
Designing a sustainable future
Regulatory Environment and Sustainability Reporting
The Company monitors developments in sustainability-related regulatory frameworks applicable to listed companies in the
European Union.
Based on the Corporate Sustainability Reporting Directive (“CSRD”), as amended by the Sustainability Omnibus Directive
(Directive (EU) 2026/470), the Company does not fall within the scope of mandatory CSRD sustainability reporting for the
nancial year ended 31 December 2025.
As a non-EU issuer whose shares are admitted to trading on a regulated market in the European Union, the Company may fall
within the scope of the revised CSRD framework from nancial year 2027 onwards only if certain consolidated thresholds are
exceeded. These thresholds include:
i. net turnover exceeding EUR 450 million; and
ii. an average workforce exceeding 1,000 employees during the nancial year.
If these thresholds are not exceeded, the Company would not be required to include a CSRD sustainability statement in its
management report.
The Company will continue to monitor the implementation of the revised CSRD framework and any related national legislation
in the Netherlands or other relevant jurisdictions.
Notwithstanding the current regulatory position, the Board supports the continued development of the Group’s ESG governance
framework in order to strengthen transparency, improve sustainability oversight and support preparedness for potential future
regulatory requirements.
Ongoing Development
The Group’s ESG framework is currently evolving as the Company continues to integrate its operations and expand its investment
platform. The Board expects sustainability considerations to become progressively embedded within the Group’s strategy, risk
management processes and operational decision-making.
The Company remains committed to improving transparency and enhancing sustainability practices over time, with the objective
of supporting sustainable long-term value creation for shareholders while maintaining responsible corporate conduct.
For the year ended 31 December 2025
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd.
and SWI Capital Holding PTE. Ltd.)
Consolidated Financial Statements
CONSOLIDATED FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
Consolidated statement of prot or loss and other comprehensive income . . . .96
Consolidated statement of nancial position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
Consolidated statement of changes in equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
Consolidated statement of cash ows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
Notes to the consolidated nancial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
1. Corporate information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
2. Accounting policies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
3. Signicant accounting judgements, estimates and assumptions. . . . . . . . . . . . . . . . . . 114
4. List of fully consolidated subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117
5. Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122
6. General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124
7. Financial income and expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125
8. Adjustment to fair value of other nancial instruments, net . . . . . . . . . . . . . . . . . . . . . 126
9. Gain on disposal of investments, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126
10. Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127
11. Earnings per share. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129
12. Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129
13. Trade receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130
14. Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 131
15. Investments in nancial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 131
16. Long term deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135
17. Investments in associates and joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135
Table Of Contents
18. Investment property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 139
19. Business combinations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143
20. Goodwill and intangible assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145
21. Property plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147
22. Borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148
23. Other payables and accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152
24. Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152
25. Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153
26. Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153
27. Equity movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153
28. Non-Controlling interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 155
29. Transactions with related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 158
30. Employee benets and Key Management compensation . . . . . . . . . . . . . . . . . . . . . . . . 160
31. Segment information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162
32. Financial instruments and risks management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165
33. Lease maturity analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 176
34. Contingent liabilities and guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 177
35. Events after the reporting date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 178
Independent Auditor’s report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 180
Table Of Contents
96
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Consolidated statement of prot or loss
and other comprehensive income
for the year ended 31 December 2025
IN EUR '000 IN EUR '000
NOTE
From 01.01.2025 to
31.12.2025
From 27.08.2024 to
31.12.2024
Revenue from leasing activity 5 2.805 539
Management fees income 5 32.365 48.083
Share of results of associates and joint ventures 5,17 36.940 105.127
Other income 5,17 21.811 -
Total revenues 93.921 153.749
Cost of rental operations (2.864) (76)
Total operating expenses (2.864) (76)
Gross prot 91.057 153.673
Selling and marketing expenses (3.640) (487)
General and administrative expenses 6 (36.824) (2.493)
Prot from operations 50.593 150.693
Adjustment to fair value of investment property 18 612.521 716.425
Provision costs 24 (49.520) (73.312)
Finance income 7 9.068 4.094
Finance expenses 7 (13.188) (29.482)
Adjustment to fair value of other nancial instruments, net 8 (19.362) 97.421
Gain/(loss) on disposal of investments, net 9 (5) 34.969
Prot before income taxes 590.107 900.808
Income taxes 10 (166.447) (159.009)
Prot for the year/period 423.660 741.799
Prot attributable to owners of the parent company 301.655 516.825
Prot attributable to non-controlling interest 122.005 224.974
Earnings per share (EPS) – in EUR
Basic prot for the year/period
attributable to owners of the parent company
11 0,87 1,50
Diluted prot for the year/period attributable to owners of the
parent company
11 0,87 1,50
Other comprehensive income 2.738 -
Total comprehensive income for the year/period, net of tax 426.398 741.799
Attributable to:
Owners of the parent company 303.679 516.825
Non-controlling interests
122.719 224.974
The accompanying notes are an integral part of these consolidated nancial statements.
97
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Consolidated statement of nancial position
as at 31 December 2025
Note
IN EUR '000
31.12.2025
IN EUR '000
31.12.2024
Cash and cash equivalents 12 154.757 26.207
Trade receivables 13 18.760 45.494
Other receivables 14 38.417 22.643
Investments in nancial assets 15 100.723 26.293
Current assets 312.657 120.637
Long term deposits 16 8.295 4.000
Investments in associates and joint ventures 17 670.358 347.471
Investments in nancial assets 15 336.766 274.992
Investment property 18 1.814.814 972.035
Property, plant and equipment 21 8.911 1.571
Goodwill 20 77.238 -
Intangible assets 20 35.772 -
Deferred tax assets 4 -
Other receivables 6.003 -
Non-current assets 2.958.161 1.600.069
Total assets 3.270.818 1.720.706
Lease liability 2.947 20
Borrowings 22 120.131 38.930
Trade payables 5.491 1.610
Current tax liabilities 7.279 230
Other payables and accrued expenses 23 109.299 18.461
Current liabilities 245.147 59.251
Lease liability 13.930 10.510
Borrowings 22 453.911 251.626
Provisions 24 122.831 73.312
Other liabilities 25 26.662 41.948
Deferred tax liabilities 26 325.581 161.278
Non-current liabilities 942.915 538.674
Total liabilities 1.188.062 597.925
Share capital 562.003 345.536
Foreign currency translation reserve 2.024 -
Retained earnings 684.413 516.825
Equity notes 56.093 -
Equity attributable to owners of the parent company 1.304.533 862.361
Non-controlling interests 28 778.223 260.420
Total equity 2.082.756 1.122.781
Total equity and liabilities 3.270.818 1.720.706
The accompanying notes are an integral part of these consolidated nancial statements.
98
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Consolidated statement of changes in equity
for the nancial year from 01 January 2025 to 31 December 2025
IN EUR '000
31.12.2025
Attributable to owners of the parent company
NOTE
Share
capital
Retained
earnings
Foreign
currency
translation
reserve*
Equity
instruments
Total
Non-
controlling
interest
Total equity
As at 01 January 2025 345.536 516.825 - - 862.361 260.420 1.122.781
Issue of capital 27 216.467 - - - 216.467 301.836 518.303
Prot for the year - 301.655 - - 301.655 122.005 423.660
Dividend distribution 27 - (146.696) - - (146.696) - (146.696)
Non-controlling interest
in newly consolidated
subsidiaries at acquisition
- - - - - 223.663 223.663
Changes in interest of
subsidiaries
27 - 12.629 - - 12.629 (134.094) (121.465)
Effects of changes in foreign
exchange*
- - 2.024 - 2.024 714 2.738
Issuance of equity notes - - - 56.093 56.093 3.679 59.772
As at 31 December 2025 562.003 684.413 2.024 56.093 1.304.533 778.223 2.082.756
IN EUR '000
31.12.2024
Attributable to owners of the parent company
NOTE Share capital
Retained
earnings
Total
Non-
controlling
interest
Total equity
As at 27 August 2024 - - - - -
Issue of capital 27 345.536 - 345.536 37.646 383.182
Prot for the period - 516.825 516.825 224.974 741.799
Non-controlling interests in newly
acquired subsidiaries
- - - (2.198) (2.198)
Effects of changes in foreign
exchange*
- - - (2) (2)
As at 31 December 2024 345.536 516.825 862.361 260.420 1.122.781
The accompanying notes are an integral part of these consolidated nancial statements.
*Expected to be recycled via OCI
99
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Consolidated statement of cash ows
for the nancial year from 01 January 2025 to 31 December 2025
IN EUR '000 IN EUR '000
01.01.2025 -
31.12.2025
27.08.2024 -
31.12.2024
Operating activities
Prot for the year/period NOTE 423.660 741.799
Adjustments to reconcile Prot for the year/period to net cash ows:
Adjustment in fair value of investment property 18 (612.521) (716.425)
Adjustment to fair value of other nancial instruments, net 8 19.362 (97.421)
Provision costs 24 49.520 73.312
Share of prot of associates and a joint venture 17 (36.940) (105.127)
Depreciation and amortization 6 1.598 46
Other income 17 (21.150) -
Income taxes 10 166.447 159.009
Finance costs, net 7 4.120 25.388
Gain on disposal of investments, net 9 - (34.969)
Other impairments 6 555 -
Net foreign exchange differences 1.525 (747)
Working capital changes:
Changes in trade and other receivables 13,14 (7.019) (47.302)
Changes in trade and other payables 6.465 167
Other increases / (decreases) 4.467 778
Interest received 7 4.893 1.822
Dividend received 260 -
Interest paid 7 (8.937) (2.499)
Income tax paid 10 (190) (179)
Net cash ows from operating activities (3.885) (2.348)
Investing activities
Acquisition of investment properties, net of cash acquired 18 (123.471) (92.672)
Investments in joint ventures and associates 17 (9.464) (74.483)
Investments in nancial assets 15 (175.650) (36.703)
Disposal of nancial assets 15 32.186 69.510
Acquisition of subsidiaries, net of cash acquired 19 (71.544) -
Change in deposits (4.295) -
Acquisition of property, plant and equipment 21 (566) -
Net cash ows from investing activities (352.804) (134.348)
Financing activities
Capital contributions 28 305.015 -
Proceeds from borrowings 22 271.917 171.574
Repayments of borrowings 22 (91.781) (8.671)
Net cash ows from nancing activities 485.151 162.903
Effects of exchange rate changes on cash and cash equivalents 88 -
Net increase in cash and cash equivalents 128.550 26.207
Cash and cash equivalents:
At the beginning of the year/period 26.207 -
At the end of the year/period 12 154.757 26.207
The accompanying notes are an integral part of these consolidated nancial statements.
100
Notes to the consolidated nancial statements
1. Corporate information
SWI Capital Holding Ltd. (previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.) (the “Company” or
the “parent”) is a public company incorporated and existing under the laws of the Republic of Singapore and with registered ofce
located at 36 Robinson Road, #20-01, City House, Singapore 068877. It was founded on 27 August 2024 as a limited liability
Company under the name Icona Asia Pacic Holding PTE. Ltd. and in October 2025 the Company changed its’ name to SWI
Capital Holding PTE. Ltd. The Company was converted from a private company to a public company limited by shares pursuant
to a special resolution passed on 30 January 2026 and the Company Constitution was amended accordingly. In connection
with this, the Company changed its name from SWI Capital Holding Pte. Ltd. to SWI Capital Holding Ltd. Subsequently on 19
February 2026, the Company was admitted to listing and trading on Euronext Amsterdam under the ticker SWICH.
SWI Capital Holding Ltd. (previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.) and its subsidiaries
(collectively, the “Group”) is an investment platform whose investments can be grouped into several different business segments:
Innovation Campuses & Data Centers, Real Estate, Financial institutions (banking and broader nancial sector), Liquid Strategies,
Special situations (including distressed assets and underperforming companies), and Sports & Entertainment.
These consolidated nancial statements of SWI Capital Holding Ltd. (previously Icona Asia Pacic Holding PTE. Ltd. and SWI
Capital Holding PTE. Ltd.) and its subsidiaries for the nancial year ended 31 December 2025 were approved by the Board of
Directors on 29 April 2026 and will be submitted to the Shareholders’ Annual General Meeting for approval.
These consolidated nancial statements do not constitute the statutory nancial statements as required by Singapore Law.
The statutory nancial statements will be led in due course to the Accounting and Corporate Regulatory Authority (ACRA) in
Singapore.
2. Accounting policies
2.1 Basis of preparation
These consolidated nancial statements have been prepared in accordance with International Financial Reporting Standards
(IFRS Accounting Standards) adopted in the European Union.
The consolidated nancial statements have been prepared on a historical cost basis, except for investment properties, borrowings
and nancial assets that have been measured at fair value through prot and loss. Certain comparative amounts have been
reclassied to conform to current period presentation.
The consolidated nancial statements are presented in euros, and all values are rounded to the nearest thousands (€ ‘000),
except when otherwise indicated.
2.2 Going Concern
The Consolidated Financial Statements are prepared on a going concern basis. In this respect, the Group’s assessment is that
no material uncertainties (as dened in IAS 1 - Presentation of Financial Statements) exist about its ability to continue as a
going concern. For further details please refer to note 32 Financial instruments and risks management.
2.3 Basis of consolidation
The consolidated nancial statements comprise the nancial statements of the Company and its subsidiaries as at 31
December 2025. Control is achieved when the Group:
• Has the power over the investee;
• Is exposed, or has the rights, to variable returns from its involvement with the investee;
• Has the ability to use its power over the investee to affect its returns.
The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or
more of the three elements of control listed above.
When the Group has less than a majority of the voting rights of an investee, it considers that it has power over the investee
when the voting rights are sufcient to give it the practical ability to direct the relevant activities of the investee unilaterally.
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
101
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
The Group considers all relevant facts and circumstances in assessing whether or not the Group’s voting rights in an investee
are sufcient to give it power, including:
• the size of the parent Group’s holding of voting rights relative to the size and dispersion of holdings of the other vote
holders;
• potential voting rights held by the Group, other vote holders or other parties;
• rights arising from other contractual arrangements;
• any additional facts and circumstances that indicate that the Group has, or does not have, the current ability to direct
the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’
meetings.
Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses
control of the subsidiary. Specically, the results of subsidiaries acquired or disposed of during the period are included in prot or
loss from the date the Group gains control until the date when the Group ceases to control the subsidiary.
Prot or loss and each component of OCI are attributed to the equity holders of the parent of the Group and to the non-controlling
interests, even if this results in the non-controlling interests having a decit balance. When necessary, adjustments are made to
the nancial statements of subsidiaries to bring their accounting policies in line with the Group’s accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash ows relating to transactions between members of the
Group are eliminated in full on consolidation.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.
Where necessary, adjustments are made to the nancial statements of subsidiaries to bring the accounting policies used into
line with the Group’s accounting policies.
If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling
interest and other components of equity, while any resultant gain or loss is recognised in prot or loss. Any investment retained
is recognised at fair value.
Non-controlling interests in subsidiaries are identied separately from the Group’s equity therein. Those interests of non-
controlling shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon
liquidation may initially be measured at fair value or at the non-controlling interests’ proportionate share of the fair value of
the acquiree’s identiable net assets. The choice of measurement is made on an acquisition-by-acquisition basis. Other non-
controlling interests are initially measured at fair value. Subsequent to acquisition, the carrying amount of non-controlling
interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes
in equity.
Prot or loss and each component of other comprehensive income are attributed to the owners of the parent company and to the
non-controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the parent company and
to the non-controlling interests even if this results in the non-controlling interests having a decit balance.
Changes in the Group’s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions.
The carrying amount of the Group’s interests and the non-controlling interests are adjusted to reect the changes in their relative
interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair
value of the consideration paid or received is recognised directly in equity and attributed to the owners of the parent company.
When the Group loses control of a subsidiary, the gain or loss on disposal recognised in prot or loss is calculated as the
difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest
and (ii) the previous carrying amount of the assets (including goodwill), less liabilities of the subsidiary and any non-controlling
interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if
the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassied to prot or loss or transferred
to another category of equity as required/permitted by applicable IFRS Accounting Standards). The fair value of any investment
retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent
accounting under IFRS 9 Financial Instruments when applicable, or the cost on initial recognition of an investment in an associate
or a joint venture.
102
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
2.4 Summary of material accounting policies
a. Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate
of the consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests
in the acquiree. For each business combination, the Group elects whether to measure the non-controlling interest in the acquiree
at fair value or at the proportionate share of the acquiree’s identiable net assets. Acquisition-related costs are expensed as
incurred and included in “general administrative expenses”.
The Group determines that it has acquired a business when the acquired set of activities and assets include an input and a
substantive process that together signicantly contributes to the ability to create outputs.
The acquired process is considered substantive if it is critical to the ability to continue producing outputs, and the inputs acquired
include an organised workforce with the necessary skills, knowledge, or experience to perform that process or it signicantly
contributes to the ability to continue producing outputs and is considered unique or scarce or cannot be replaced without
signicant cost, effort, or delay in the ability to continue producing outputs.
When the Group acquires a business, it assesses the nancial assets and liabilities assumed for appropriate classication and
designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition
date.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Contingent
consideration classied as equity is not remeasured and its subsequent settlement is accounted for within equity.
Goodwill is initially measured at cost (being the excess of the aggregate of the consideration transferred and the amount
recognised for non-controlling interests and any previous interest held over the net identiable assets acquired and liabilities
assumed). If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-
assesses whether it has correctly identied all of the assets acquired and all of the liabilities assumed and reviews the procedures
used to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair
value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in prot or loss.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment
testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating
units that are expected to benet from the combination, irrespective of whether other assets or liabilities of the acquiree are
assigned to those units. Impairment testing is carried out at least annually.
Where goodwill has been allocated to a cash-generating unit (CGU) and part of the operation within that unit is disposed of, the
goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain
or loss on disposal. Goodwill disposed in these circumstances is measured based on the relative values of the disposed operation
and the portion of the cash-generating unit retained.
Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as transactions with
owners in their capacity as owners. Adjustments to non-controlling interest are based on a proportionate amount of the net
assets of the subsidiary.
If the initial accounting of a business combination is incomplete by the end of the scal year in which the combination occurs;
the Group reports provisional amounts for the items for which the accounting is incomplete. If the Group obtains information
about facts and circumstances that existed as at the acquisition date and, if known, would have affected the measurement of
the amount recognized as of that date during the period in which the measurement of the amounts recognized is deemed to
have been affected (hereinafter, the “measurement period”), the Group reects such information and retrospectively adjusts the
provisional amounts recognized at the acquisition date. This new information may result in an additional recognition of assets
and liabilities. The measurement period does not exceed one year from the acquisition date (as dened by IFRS
3).
b. Common control transactions
The Group acquired certain subsidiaries during the 2024 period. Management has concluded that the entities acquired remained
under the same ultimate control, therefore it constitutes transaction under common control based on the provisions set forth in
the IFRS 3 Application Guidance on “Business Combinations of Entities Under Common Control” and therefore are not under the
scope of IFRS 3. The Group has therefore opted to account for this transaction using the following method:
103
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
In the absence of specic guidance under IFRS for transactions between entities under common control, the Group considered and
applied standards on business combination and transactions between entities under common control issued by the accounting
standard-setting bodies in the United States (Accounting Standards Codication Topic 810-10-45-10 and Topic 810-10-55-
1B Consolidation and SEC Regulation S-X Article 3A – Consolidated and Combined Financial Statements) and in the United
Kingdom (FRS 6 Acquisitions and mergers) to prepare the consolidated nancial statements.
The Group has opted to account for these transactions by recording the carrying amounts of the assets and liabilities for the
acquired businesses at acquisition date based on the carrying amounts of the predecessor accounting. Any gain or loss is
recognized in the equity. Appropriate adjustments are recorded to achieve uniformity of accounting policies in the combining
entities. Accordingly, no fair value, goodwill or additional deferred taxation arises reecting the continuity of the business.
c. Investment in associates and joint ventures
An associate is an entity over which the Group has signicant inuence. Signicant inuence is the power to participate in the
nancial and operating policy decisions of the investee, but is not control or joint control over those policies.
A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the
net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only
when decisions about the relevant activities require the unanimous consent of the parties sharing control.
The results and assets and liabilities of associates or joint ventures are incorporated in these nancial statements using the
equity method of accounting, except when the investment is classied as held for sale, in which case it is accounted for in
accordance with IFRS 5.
Under the equity method, the investment in an associate or a joint venture is initially recognised at cost. The carrying amount
of the investment is adjusted to recognise changes in the Group’s share of net assets of the associate or joint venture since the
acquisition date. Goodwill relating to the associate or joint venture is included in the carrying amount of the investment and is
not tested for impairment separately. Thus, reversals of impairments may effectively include reversal of goodwill impairments.
Impairments and reversals are presented in the statement of prot or loss.
The Group’s share of the prot or loss of associates and joint ventures accounted for using the equity method is presented as
a separate line item in the statement of prot or loss in accordance with IAS 1.82(c) and IAS 28 Investments in Associates and
Joint Ventures.
This presentation reects the nature of equity-accounted investments, whereby the Group recognizes its share of the investees’
results as a single net amount. As the Group does not control these entities, their revenues and expenses are not consolidated
on a line-by-line basis.
Due to the nature of the Group operations, whereby investments in associates and joint ventures form an integral part of its
core revenue-generating activities, the returns from such investments, recognized as the Group’s share of prot or loss under the
equity method, are considered as operating revenues and form part of gross prot.
Management monitors the performance of these investments together with the results of the Group’s consolidated operations.
The statement of prot or loss reects the Group’s share of the results of operations of the associate or joint venture. Any change
in OCI of those investees is presented as part of the Group’s OCI. In addition, when there has been a change recognised directly
in the equity of the associate or joint venture, the Group recognises its share of any changes, when applicable, in the statement of
changes in equity. Unrealised gains and losses resulting from transactions between the Group and the associate or joint venture
are eliminated to the extent of the interest in the associate or joint venture.
After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its
investment in its associate or joint venture. At each reporting date, the Group determines whether there is objective evidence
that the investment in the associate or joint venture is impaired, the requirement of IAS 36 Impairment of Assets are applied
to determine whether it is necessary to recognize any impairment loss with respect to the Group’s investment. If there is such
evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate or
joint venture and its carrying value, and then recognises the loss within ‘Share of prot of an associate and a joint venture’ in the
statement of prot or loss.
Upon loss of signicant inuence over the associate or joint control over the joint venture, the Group measures and recognises
any retained investment at its fair value. Any difference between the carrying amount of the associate or joint venture upon loss
of signicant inuence or joint control and the fair value of the retained investment and proceeds from disposal is recognised in
prot or loss.
When a Group entity transacts with an associate or a joint venture of the Group, prots and losses resulting from the transactions
with the associate or joint venture are recognised in the Group’s consolidated nancial statements only to the extent of interests
104
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
in the associate or joint venture that are not related to the Group.
The nancial statements of joint ventures and associates are prepared for the same reporting period as the Group and where
such a period is different; interim accounts were prepared on the same basis as for reporting period end.
d. Fair value measurement
The Group measures nancial instruments such as derivatives, and non-nancial assets such as investment properties, at fair
value at each balance sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to
sell the asset or transfer the liability takes place either:
• In the principal market for the asset or liability or
• In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the
asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-nancial asset takes into account a market participant’s ability to generate economic benets
by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest
and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufcient data are available to
measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the nancial statements are categorised within the fair
value hierarchy, described as follows, based on the lowest level input that is signicant to the fair value measurement as a whole:
• Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities
• Level 2 — Valuation techniques for which the lowest level input that is signicant to the fair value measurement is directly
or indirectly observable
• Level 3 — Valuation techniques for which the lowest level input that is signicant to the fair value measurement is
unobservable
For assets and liabilities that are recognised in the nancial statements at fair value on a recurring basis, the Group determines
whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input
that is signicant to the fair value measurement as a whole) at the end of each reporting period.
External valuers are engaged for valuation of signicant assets, such as investment properties and material unquoted nancial
assets.
Involvement of external valuers is determined annually, and selection criteria include market knowledge, reputation, independence
and whether professional standards are maintained.
For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature,
characteristics and risks of the asset or liability and the level of the fair value hierarchy, as explained above.
e. Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benets will ow to the Group and the revenue can be
reliably measured. Revenue is recognised when (or as) the Group satises a performance obligation by transferring a promised
good or service (i.e. an asset) to the customer. An asset is transferred when (or as) the customer obtains control of that asset.
An entity determines at the inception of the contract whether it satises each performance obligation over time or at a point
in time. If an entity does not satisfy a performance obligation over time, the performance obligation is satised at a point in
time. Revenue is measured as the fair value of the consideration received excluding VAT.
105
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
The following criteria must also be met before revenue is recognised:
I. Rendering of services
Management fees arise from services of identication of prospective investments, transaction advisory, debt structuring and
others. Recurring fees are recognised on an accrual basis. Typically, fees are invoiced on a quarterly basis in arrears. Any variable
performance fees are recognised upon completion of the performance period or in line with fullment of obligations under the
contract. Such commissions and fees are classied as revenue in the consolidated statement of prot or loss.
II. Dividend income
Dividend income is recognised when the Group’s right of payment has been established. This is recognised within revenue within
the consolidated statement of prot or loss.
III. Finance income
Interest income is recognised using the effective interest rate method in accordance with IFRS 9 Financial Instruments. The
effective interest rate is the rate that discounts estimated future cash receipts over the expected life of the nancial asset to the
gross carrying amount of the nancial asset at initial recognition.
Accordingly, nance income is recognised by applying the effective interest rate to the gross carrying amount of the relevant
nancial assets, resulting in the recognition of interest income over the relevant period so as to reect a constant periodic rate
of return.
IV. Rental revenues
Rental revenues relate to leasing activity of properties held by the Group and where the Group acts as a Lessor. Lease income
from operating leases, with the Group as lessor of investment properties, is recognised on a straight line basis over the lease
term. The respective leased assets, being Group’s investment properties, are included in the consolidated statement of nancial
position.
Service charge revenue are payments from tenants for costs incurred by the landlord to provide services to the tenants, including
providing utilities, cleaning, certain maintenance and building management among other operating costs of a property. Service
charge revenue is recognised over time as and when the tenant receives and consumes the benet of the service provided, which
is generally simultaneously.
Other property related revenue is recognised on a straight-line basis over the term of the contract if the contract requires the
customer to make xed payments over time equivalent to a lease. Early termination indemnity is recognised on a straight-line
basis over the remaining term of the lease.
The leases typically include clauses to enable the periodic upward revision of the rental charge according to European Consumer
Price Index (CPI).
106
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
f. Taxes
Current income tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation
authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the
reporting date in the countries where the Group operates and generates taxable income.
Current income tax relating to items recognised directly in equity is recognised in equity and not in the statement of prot or
loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax
regulations are subject to interpretation and establishes provisions where appropriate.
Deferred tax
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and
their carrying amounts for nancial reporting purposes at the reporting date.
Deferred tax liabilities are recognised for all taxable temporary differences.
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any
unused tax losses to the extent that it is probable that taxable prot will be available against which the deductible temporary
differences, and the carry forward of unused tax credits and unused tax losses can be utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer
probable that sufcient taxable prot will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised
deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that
future taxable prots will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised
or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Deferred tax relating to items recognised outside prot or loss is recognised outside prot or loss. Deferred tax items are
recognised in correlation to the underlying transaction either in OCI or directly in equity.
Tax benets acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date,
are recognised subsequently if new information about facts and circumstances change. The adjustment is either treated as a
reduction in goodwill (as long as it does not exceed goodwill) if it was incurred during the measurement period or recognised in
prot or loss.
The Group offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set off current
tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the
same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax
liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which
signicant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
g. Foreign currencies
The Group’s consolidated nancial statements are presented in euros, which is also the parent company’s functional currency.
For each entity, the Group determines the functional currency and items included in the nancial statements of each entity are
measured using that functional currency.
h. Presentation and functional currency
The functional currency of the Company and most of its subsidiaries is euro, as the Group primarily transacts in euro. The
functional currency of some of the Company subsidiaries is different than euro.
All the nancial data in these consolidated nancial statements is presented in euro and expressed in thousands unless indicated
otherwise. The nancial statements of those companies prepared in their functional currencies are included in the consolidated
nancial 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
classied in equity as Foreign currency translation reserve in the Statement of Changes in Equity without affecting earnings for
the period.
107
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
For companies with euro as a functional currency, transactions denominated in a foreign currency 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.
For measurement purposes the exchange rate as published by European Central Bank was used for DKK, CHF and GBP and
Hungarian National Bank for HUF. As at 31 December 2025 it is as follows:
31/12/2025
Average used for
prot & loss
EUR/USD 1,1750 1,1300
EUR/DKK 7,4689 7,4634
EUR/GBP 0,8726 0,85679
EUR/HUF 385,15 397,77
EUR/CHF 0,9314 0,937
EUR/SGD 0,6620 0,6649
i. Property, plant and equipment
Plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost
includes the cost of replacing part of the plant and equipment and borrowing costs for long-term construction projects if the
recognition criteria are met. When signicant parts of plant and equipment are required to be replaced at intervals, the Group
depreciates them separately based on their specic useful lives. Likewise, when a major inspection is performed, its cost is
recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satised. All other
repair and maintenance costs are recognised in prot or loss as incurred.
Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, as follows:
• Equipment 5-10 years
• Ofce furniture & equipment 2-8 years
• Motor vehicles 4-5 years
• Leasehold Improvements: over the term of the lease.
An item of property, plant and equipment and any signicant part initially recognised is derecognised upon disposal (i.e., at the
date the recipient obtains control) or when no future economic benets are expected from its use or disposal. Any gain or loss
arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount
of the asset) is included in the statement of prot or loss when the asset is derecognised.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each nancial
year end and adjusted prospectively, if appropriate.
j. Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to
control the use of an identied asset for a period in exchange for consideration.
Group as a lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of
low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right
to use the underlying assets.
108
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
i) Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available
for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for
any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial
direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-
of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the
assets. If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reects the exercise of a
purchase option, depreciation is calculated using the estimated useful life of the asset.
The right-of-use assets are also subject to impairment.
The Group recognises a right-of-use (“ROU”) representing its right to use the underlying property and a lease liability representing
its obligation to make lease payments. The ROU asset will be accounted for as investment property using the fair value model
in IAS 40 and thus are initially and subsequently recognized at fair value. At the balance sheet date, the fair value is considered
to be the net present of value of future cash ows due under the contractual terms of the lease, discounted at the rate implicit in
the lease or incremental borrowing rate.
ii) Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments
to be made over the lease term. The lease payments include xed payments (including in-substance xed payments) less any
lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under
residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be
exercised by the Group and payments of penalties for terminating the lease, if the lease term reects the Group exercising the
option to terminate.
Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to
produce inventories) in the period in which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement
date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of
lease liabilities is increased to reect the accretion of interest and reduced for the lease payments made. In addition, the carrying
amount of lease liabilities is remeasured if there is a modication, a change in the lease term, a change in the lease payments
(e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a
change in the assessment of an option to purchase the underlying asset.
iii) Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e., those
leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also
applies the lease of low-value assets recognition exemption to leases of ofce equipment that are considered to be low value.
Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over
the lease term.
Group as a lessor
Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of an asset are
classied as operating leases. Rental income arising is accounted for on a straight-line basis over the lease term and is included
in revenue in the statement of prot or loss due to its operating nature.
Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset
and recognised over the lease term on the same basis as rental income.
Contingent rents are recognised as revenue in the period in which they are earned.
109
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
k. Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset 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. All other borrowing costs
are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in
connection with the borrowing of funds.
l. 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 are measured initially at cost, including related transaction costs and where applicable borrowing
costs. Subsequent to initial recognition, investment properties are carried at fair value, which reects market conditions at the
reporting date. Gains or losses arising from changes in the fair values of investment properties are included in prot or loss in
the period in which they arise, including the corresponding tax effect. Fair values are determined based on valuations performed
by professional external independent valuers who hold recognised and recent experience in the location and category of the
investment property being valued.
The fair value measurement of investment properties requires valuation experts to use certain assumptions regarding rates of
return on the Group’s assets, future rent, occupancy rates, contract terms, operating expenses, tenants nancial stability and the
implications of any investments made for future development purposes in order to assess future expected cash ows from the
assets. Any change in the assumptions used to measure the investment property could affect its fair value.
Investment properties are de-recognised when they have been disposed of or permanently withdrawn from use and no future
economic benet is expected from its disposal.
Any gains or losses on the disposal of investment properties are recognised in the consolidated statement of comprehensive
income in the year of disposal and are determined as the difference between net disposal proceeds and the carrying value of the
asset in the previous full period consolidated nancial statements.
m. Financial instruments – initial recognition and subsequent measurement
A nancial instrument is any contract that gives rise to a nancial asset of one entity and a nancial liability or equity instrument
of another entity.
Some of the Group’s assets and liabilities are measured at fair value. In estimating the fair value of an asset or a liability, the
Group uses market-observable data to the extent it is available. The fair value of nancial instruments that are not traded in an
active market is determined using valuation techniques. The Group uses its judgement to select a variety of methods and makes
assumptions that are mainly based on market conditions existing at the end of each reporting period.
I) Financial assets
Initial recognition and measurement
Financial assets are classied, at initial recognition, as subsequently measured at amortised cost, fair value through other
comprehensive income (OCI), and fair value through prot or loss.
The classication of nancial assets at initial recognition depends on the nancial asset’s contractual cash ow characteristics
and the Group’s business model for managing them. With the exception of trade receivables that do not contain a signicant
nancing component, the Group initially measures a nancial asset at its fair value plus, in the case of a nancial asset not at
fair value through prot or loss, transaction costs. Trade receivables that do not contain a signicant nancing component are
measured at the transaction price.
In order for a nancial asset to be classied and measured at amortised cost or fair value through OCI, it needs to give rise to
cash ows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment
is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash ows that are not SPPI are
classied and measured at fair value through prot or loss, irrespective of the business model.
110
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
The Group’s business model for managing nancial assets refers to how it manages its nancial assets in order to generate cash
ows. The business model determines whether cash ows will result from collecting contractual cash ows, selling the nancial
assets, or both. Financial assets classied and measured at amortised cost are held within a business model with the objective
to hold nancial assets in order to collect contractual cash ows while nancial assets classied and measured at fair value
through OCI are held within a business model with the objective of both holding to collect contractual cash ows and selling.
Purchases or sales of nancial assets that require delivery of assets within a time frame established by regulation or convention
in the market place (regular way trades) are recognised on the trade date, i.e., the date that the Group commits to purchase or
sell the asset.
Classication of nancial assets
The Group classies its nancial assets as measured at amortised cost or measured at fair value through prot or loss (“FVTPL”)
on the basis of both:
• The business model for managing the nancial assets; and
• The contractual cash ow characteristics of the nancial assets.
Subsequent measurement
For purposes of subsequent measurement, nancial assets are classied in two categories:
i. Financial assets at amortised cost (debt instruments)
A debt instrument is measured at amortised cost if it is held within a business model whose objective is to hold nancial assets
in order to collect contractual cash ows and its contractual terms give rise on specied dates to cash ows that are solely
payments of principal and interest on the principal amount outstanding.
The Group includes in this category cash and cash equivalents, trade and other receivables.
ii. Financial assets at fair value through prot or loss
A nancial asset is measured at fair value through prot or loss if:
• Its contractual terms do not give rise to cash ows on specied dates that are solely payments of principal and interest
(SPPI) on the principal amount outstanding; or
• It is not held within a business model whose objective is either to collect contractual cash ows or to both collect
contractual cash ows and sell; or
• At initial recognition, it is irrevocably designated as measured at FVTPL when doing so eliminates or signicantly reduces
a measurement or recognition inconsistency that would otherwise arise from measuring assets or liabilities or recognising
the gains and losses on them on different bases.
The Group includes in this category nancial assets with variable return which do not meet the SPPI test as well as non-listed
equity investments.
Derecognition
A nancial asset (or, where applicable, a part of a nancial asset or part of a group of similar nancial assets) is primarily
derecognised when:
• The rights to receive cash ows from the asset have expired or
• The Group has transferred its rights to receive cash ows from the asset or has assumed an obligation to pay the received
cash ows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Group
has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained
substantially all the risks and rewards of the asset, but has transferred control of the asset.
When the Group has transferred its rights to receive cash ows from an asset or has entered into a pass- through arrangement, it
evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained
substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Group continues to recognise the
transferred asset to the extent of its continuing involvement. In that case, the Group also recognises an associated liability.
111
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
The transferred asset and the associated liability are measured on a basis that reects the rights and obligations that the Group
has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original
carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.
Impairment
The Group recognises an allowance for expected credit losses (“ECLs”) for debt instruments held at amortised cost. ECLs are
based on the difference between the contractual cash ows due in accordance with the contract and all the cash ows that the
Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash ows will
include cash ows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a signicant increase in credit risk since
initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months
(a 12-month ECL). For those credit exposures for which there has been a signicant increase in credit risk since initial recognition,
a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the
default (a lifetime ECL).
For trade receivables and contract assets, the Group applies a simplied approach in calculating ECLs. Therefore, the Group does
not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date.
The Group considers a nancial asset in default when contractual payments are 180 days past due, unless there is reasonable
and supportable information indicating otherwise. However, in certain cases, the Group may also consider a nancial asset to
be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual
amounts in full before taking into account any credit enhancements held by the Group.
A nancial asset is written off when there is no reasonable expectation of recovering the contractual cash ows.
II) Financial liabilities
Initial recognition, measurement and presentation
Financial liabilities are classied, at initial recognition, either at amortised cost or fair value through prot or loss in accordance
with IFRS 9 – Financial Instruments.
The Group’s nancial liabilities include trade and other payables, loans and borrowings and other liabilities.
The Group classies nancial liabilities that arise from supplier nance arrangement within Trade and other payables in the
statement of nancial position if they have a similar nature and function to trade payables. This is the case if the supplier nance
arrangement is part of the working capital used in the Group’s normal operating cycle, the level of security provided is similar
to trade payables and the terms of the liabilities that are part of the supply chain nance arrangement are not substantially
different from the terms of trade payables that are not part of the arrangement. Cash ows related to liabilities arising from
supplier nance arrangements that are classied in Trade and other payables in the consolidated statement of nancial position
are included in operating activities in the consolidated statement of cash ows.
Subsequent measurement
For purposes of subsequent measurement, nancial liabilities are classied in two categories:
i. Financial liabilities at fair value through prot or loss
ii. Financial liabilities at amortised cost (loans and borrowings)
Financial liabilities at fair value through prot or loss
Financial liabilities at fair value through prot or loss include nancial liabilities held for trading and nancial liabilities designated
upon initial recognition as at fair value through prot or loss.
112
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
Financial liabilities are classied as held for trading if they are incurred for the purpose of repurchasing in the near term. This
category also includes derivative nancial instruments entered into by the Group that are not designated as hedging instruments
in hedge relationships as dened by IFRS 9. Separated embedded derivatives are also classied as held for trading unless they
are designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognised in the statement
of prot or loss.
Financial liabilities designated upon initial recognition at fair value through prot or loss are designated at the initial date of
recognition, and only if the criteria in IFRS 9 are satised.
Financial liabilities at amortised cost (loans and borrowings)
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective
interest rate (EIR) method. Gains and losses are recognised in prot or loss when the liabilities are derecognised as well as
through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral
part of the EIR. The EIR amortisation is included as nance costs in the statement of prot or loss.
This category generally applies to certain borrowings.
Derecognition
A nancial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing
nancial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability
are substantially modied, such an exchange or modication is treated as the derecognition of the original liability and the
recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of prot or loss.
III) Osetting of nancial instruments
Financial assets and nancial liabilities are offset and the net amount is reported in the consolidated statement of nancial
position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net
basis, to realise the assets and settle the liabilities simultaneously.
n. Cash and cash equivalents
Cash and cash equivalents in the statement of nancial position comprise cash at banks and on hand and short-term highly
liquid deposits with a maturity of three months or less, that are held for the purpose of meeting short-term cash commitments
and are readily convertible to a known amount of cash and subject to an insignicant risk of changes in value.
For the purpose of the consolidated statement of cash ows, cash and cash equivalents consist of cash and short-term deposits,
as dened above, as they are considered an integral part of the Group’s cash management.
o. Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable
that an outow of resources embodying economic benets will be required to settle the obligation and a reliable estimate can be
made of the amount of the obligation. When the Group expects some or all of a provision to be reimbursed, for example, under an
insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain.
The expense relating to a provision is presented in the statement of prot or loss net of any reimbursement.
p. Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a
business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried
at cost less any accumulated amortisation and accumulated impairment losses. Internally generated intangibles, excluding
capitalised development costs, are not capitalised and the related expenditure is reected in prot or loss in the period in which
the expenditure is incurred.
113
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
The useful lives of intangible assets are assessed as either nite or indenite. Intangible assets with nite lives are amortised
over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be
impaired. The amortisation period and the amortisation method for an intangible asset with a nite useful life are reviewed at
least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future
economic benets embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are
treated as changes in accounting estimates. The amortisation expense on intangible assets with nite lives is recognised in the
statement of prot or loss.
Intangible assets with indenite useful lives are not amortised, but are tested for impairment annually, either individually or at
the cash-generating unit level. The assessment of indenite life is reviewed annually to determine whether the indenite life
continues to be supportable. If not, the change in useful life from indenite to nite is made on a prospective basis.
An intangible asset is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic
benets are expected from its use or disposal. Any gain or loss arising upon derecognition of the asset (calculated as the
difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of prot or loss.
q. Earnings per share (EPS)
Basic EPS is calculated by dividing the prot for the year attributable to ordinary equity holders of the parent by the weighted
average number of ordinary shares outstanding during the year.
Diluted EPS is calculated by dividing the prot attributable to ordinary equity holders of the parent (after adjusting for interest
on the convertible preference shares) by the weighted average number of ordinary shares outstanding during the year plus the
weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into
ordinary shares.
2.5 New and amended IFRS Accounting Standards and interpretations
New and amended IFRS Accounting Standards issued and eective for nancial years beginning on or after 1
January 2025
• Amendments to IAS 21 The effects of Changes in Foreign Exchange Rates: Lack of Exchangeability
In August 2023, the IASB amended IAS 21 to help entities to determine whether a currency is exchangeable into another
currency, and which spot exchange rate to use when it is not.
The Group’s assessment is that the above changes have no material impact on these consolidated nancial statements.
New and revised IFRS Accounting Standards adopted by the EU in issue but not yet eective
• Amendments to IFRS 9, Financial Instruments, and IFRS 7, Financial Instruments: Disclosures, Amendments to the
Classication and Measurement of Financial Instruments
In May 2024, the IASB issued amendments to IFRS 9 and IFRS 7, in response to feedback received as part of the post-
implementation review of the classication and measurement requirements of IFRS 9 Financial Instruments and the related
requirements of IFRS 7 Financial Instruments. The amendments become effective on or after 1 January 2026.
• Annual Improvements to IFRS Accounting Standards - Volume 11 Amendments to IFRS 1 First-time Adoption of
International Financial Reporting Standards, IFRS 7 Financial Instruments: Disclosures and its accompanying Guidance
on implementing IFRS 7, IFRS 9 Financial Instruments, IFRS 10 Consolidated Financial Statements, and IAS 7 Statement
of Cash Flows
The IASB issued amendments to ve IFRS Accounting Standards as part of its annual improvements process. IFRS 1 The
amendments are effective for annual reporting periods beginning on or after 1 January 2026.
• Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures – Contracts Referencing
Nature-dependent Electricity
In December 2024, the IASB issued amendments to IFRS 9 and IFRS 7, aiming to better reect the effects of electricity supply
contracts dependent on physical and virtual nature in nancial statements through limited changes to the measurement of
own use, hedge accounting and disclosure requirements. The amendments are effective on or after 1 January 2026.
114
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
• IFRS 18 Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18, which replaces IAS 1. IFRS 18 introduces new requirements for presentation within
the statement of prot or loss, including specied totals and subtotals. Furthermore, entities are required to classify all
income and expenses within the statement of prot or loss into one of ve categories: operating, investing, nancing,
income taxes and discontinued operations, whereof the rst three are new. It also requires disclosure of management-
dened performance measures, subtotals of income and expenses, and includes new requirements for aggregation and
disaggregation of nancial information based on the identied ‘roles’ of the primary nancial statements and the notes.
In addition, narrow-scope amendments have been made to IAS 7 ‘Statement of Cash Flows’, which include changing the
starting point for determining cash ows from operations under the indirect method, from ‘prot or loss’ to ‘operating prot
or loss’ and removing the optionality around classication of cash ows from dividends and interest. In addition, there are
consequential amendments to several other standards.
IFRS 18, and the amendments to the other standards, are effective for reporting periods beginning on or after 1 January
2027, but earlier application is permitted and must be disclosed. IFRS 18 will apply retrospectively. The Group is currently
assessing the impact of IFRS 18, including the classication of income and expenses within the operating, investing and
nancing categories and the implications for management-dened performance measures.
• IFRS 19 Subsidiaries without Public Accountability: Disclosures
In May 2024, the IASB issued a new IFRS accounting standard for subsidiaries without public responsibility: the disclosure
allows eligible subsidiaries to use IFRS accounting standards with reduced disclosure.
The changes are effective on or after 1 January 2027.
Based on the initial assessment, the above amendments are not expected to have a material impact on the consolidated
nancial statements of the Group, however presentation changes may occur. The Group is continuing its assessment and
will provide more detailed quantitative information in future reporting periods as the implementation progresses. The Group
has not yet early adopted any standard, interpretation or amendment that has been issued but is not yet effective. Other
standards issued but not effective are not expected to impact the Group’s nancial statements.
3. Signicant accounting judgements, estimates and assumptions
The preparation of the Group’s consolidated nancial statements in accordance with IFRS as adopted in the EU, requires
management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets
and liabilities, and the accompanying disclosures. The estimates and underlying assumptions are based on historical experience
and various other factors that are deemed to be reasonable based on the current knowledge available at the time. Actual results
may differ from such estimates.
In the process of applying the Group’s accounting policies, management has made the following signicant judgements ,
estimates and assumptions which have the most signicant effect on the amounts recognised in the consolidated nancial
statements:
I. Business combinations
At the time of the acquisition of any subsidiaries the Group considers whether each acquisition represents the acquisition of a
business or the acquisition of an asset. The Group accounts for an acquisition as a business combination where an integrated
set of activities and assets, including any property is acquired. More specically, consideration is given to the extent to which
signicant processes are acquired and, in particular, the extent of services provided by the subsidiary. When the acquisition of
subsidiaries does not represent a business combination, it is accounted for as an acquisition of a group of assets and liabilities.
The cost of acquisition is allocated to the assets and liabilities acquired based upon their relative fair values, and no goodwill or
deferred tax is recognized.
Assets acquired and liabilities assumed as part of a business combination are recorded at their acquisition-date fair values. In
connection with each of its acquisitions, the Company undertakes a process to identify all assets and liabilities acquired, including
intangible assets. Determining the fair value of identiable assets and liabilities requires the use of valuation techniques which
may include judgment and estimates and which may affect the allocation of the amount of consideration paid to the assets and
liabilities acquired and goodwill or gain from a bargain purchase recorded as part of the business combination.
Estimated fair values are based on information available at acquisition date and on expectations and assumptions that have
been deemed reasonable by management. There are several methods that can be used to determine the fair value of assets
acquired and liabilities assumed. The “income approach” is based on the forecast of the expected future cash ows adjusted
to present value by applying an appropriate discount rate that reects the risk factors associated with the cash ow streams.
Some of the more signicant estimates and assumptions inherent in the income method or other methods include the amount
and timing of projected future cash ows; the forecasted revenue growth the acquired asset or group of assets will generate;
115
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
the discount rate selected to measure the risks inherent in the future cash ows (weighted average cost of capital). The “cost
approach” estimates the value of an asset based on the current cost to reproduce or replace the asset.
Determining the estimated residual useful lives of tangible and intangible assets acquired requires judgement and certain
intangible assets may be considered to have indenite useful lives. Additional information on these estimates are disclosed in
note 19 Business combinations.
II. Consolidation of a structured entity
In October 2024 one of the Group subsidiaries subscribed to up to € 80 million Asset-Backed Fixed Rate and Additional Return
Notes due 2030 issued by Grifone SPV S.r.l. The relevant note is € 48 million subscribed as at 31 December 2025 (€ 47,6 million
as at 31 December 2024). The entity holds the land pertaining to the Italian Data Center project.
The Group fully consolidated Grifone SPV S.r.l which is a limited liability company established as a special purpose vehicle for
the implementation of securitisation transactions pursuant to Italian Securitization Law. In particular, the company’s exclusive
purpose is the execution of one or more securitisation transactions of proceeds deriving from the ownership of real estate assets.
Legally securitisation vehicles differ from ordinary companies in the measure that the securitized assets form a segregated and
separated estate created solely for the satisfaction of certain creditors so that only such creditors being: i) the holders of the
notes issued to nance the purchase of the securitised assets (and/or the lenders having advanced monies to the SPV to nance
such purchase); ii) the providers of services performed in connection with the securitisation transaction – have, ex lege, a right
of recourse on such assets.
The shareholders of the vehicle do not hold any economic interest in the assets owned by Grifone SPV S.r.l or the related proceeds;
as a consequence, the decision-making process within a securitization transaction does not belong to the shareholders but
rather to the Group as the sole investor in the securitization (i.e. noteholder).
On this basis, and considering the substantive rights are pertaining to the Group, the Group deemed the IFRS consolidation
criteria and control test to be met and has fully consolidated Grifone SPV S.r.l.
III. Consolidation of subsidiaries with less than 50% voting rights
The Group consolidates Stoneweg S.A. where it holds to 80,26% and Stoneweg Global Platform SCSp in which it holds 36,8%
(fully diluted) of the voting rights as at 31 December 2025 (jointly the “Stoneweg group” including their subsidiaries). Although
the Group does not own a majority of the voting rights, the Company has assessed and concluded that the Group controls
Stoneweg Global Platform SCSp in accordance with IFRS 10 because the Group has:
• Power over the relevant activities of Stoneweg Global Platform SCSp (i.e., the activities that signicantly affect the returns)
through the control of its General Partner (which is fully owned by Stoneweg S.A.) which direct its relevant activities;
• Exposure, or rights, to variable returns from its involvement with Stoneweg Global Platform SCSp via performance-based
remuneration;
• The ability to use its power to affect those returns, including through control of the General Partner, by casting the deciding
vote on relevant decisions; rights to appoint and remove key management personnel.
In forming this judgment, management considered, among other factors:
• Relative size and dispersion of other unitholding: the remaining 63,2% is widely held by 13 different unitholders, none
exceeding 20,15%.
• Substantive vs. protective rights of other unitholders: rights held by other unitholders were assessed as protective (e.g.,
fundamental changes, dilution protection) rather than substantive decision-making rights over relevant activities.
Based on the above, management concluded that the Group controls Stoneweg group and therefore consolidates it from the
date of obtaining control (30 September 2025). For more details please refer to note 19 Business Combinations.
IV. Recognition of investment property
The Group fully recognized several plots in the Danish data center project as investment property prior to having formal title
over the land. The future economic benets as well as associated risks and rewards arising from the assets will ow into the
Group and considering that based on signed sale and purchase agreements the Group as the buyer controls the assets the
Group assessed the control element is met and therefore the recognition criteria as well.
To fully account for the transaction the Group accounted for the remaining purchase for the plots under the other payables and
116
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
accrued expenses section in the amount of € 6,5 million (€ 6,5 million as at 31 December 2024). The cost and the fair value and
the cost of the Danish data center investment property amounts to € 19 million and € 150 million respectively (€ 15,4 million
and € 135 million respectively as at 31 December 2024).
V. Measurement of Stoneweg Europe Stapled Trust (“SERT”) investment
The Group is considered to be able to exert signicant inuence, but not control, over SERT. Hence SERT is considered as
an associate and is carried using the equity accounting method as at 31 December 2025 (and 30 September 2025). This
determination is pursuant to the assessment of control/signicant inuence and the consideration of key factors regarding
the management of SERT as governed by Stoneweg Capital Markets Service License (as issued by the Monetary Authority
of Singapore (MAS)) and the composition of the SERT Board. The Group’s investment in SERT was assessed for indicators of
impairment as at 31 December 2025. The SERT unit price on the Singapore Exchange (SGX) as at 31 December 2025 amounts
to € 1,63 and was below the carrying value per unit, whereby the fair value of the investment using the quoted market price per
unit on the SGX would be EUR 255 million, which is EUR 62,8 million below the carrying value. The Company does not consider
the decreased unit price on the SGX to be an indicator of impairment of the investment and considering the majority of the SERT’s
assets are held at fair value, which supports the carrying value of the investment. Based on such assessment as at 31 December
2025, no impairment is required.
VI. Measurement of Varia US Properties AG (“Varia US”) investment
Following the consolidation of Stoneweg group the Group is considered to be able to exert signicant inuence, over Varia US.
Hence Varia US is considered as an associate and is carried using the equity accounting method as at 31 December 2025 (cost
of acquisition as at 30 September 2025). This determination is pursuant to the assessment of control/signicant inuence and
the consideration of key factors regarding the management of Varia US (whereby Stoneweg group dedicated entities act as
the Asset Manager for Varia US) and the composition of the Varia US Board. The Group holds 5,5% fully diluted shareholding
(14,85% undiluted) in Varia US as at 31 December 2025. The Group’s investment in Varia US was assessed for indicators of
impairment as at 31 December 2025. Varia US share price as at 31 December 2025 of CHF 19,50 per share on the Zurich SIX
Stock Exchange was below the carrying value per share, and the fair value of the investment using the quoted market price on
the SIX per share would be EUR 33,1 million, which is EUR 9,5 million below the carrying value. The Company does not consider
the decreased unit price on the SIX to be an indicator of impairment of the investment and considering the majority of the Varia
US assets are held at fair value, which supports the carrying value of the investment. Based on such assessment as at 31
December 2025, no impairment is required.
4. List of fully consolidated subsidiaries
The consolidated nancial statements include the nancial statements of the Company and its subsidiaries listed below
together with direct and indirect legal ownership of these entities, as at the year end (the table presents the effective stake):
Name Country Shareholder / Unitholder 31.12.2025
% Held
31.12.2025
Ultimate % held
AIONX SCSp (previously IDC SCSp) Luxembourg SWI Capital Holding Ltd. 65,52% 65,52%
Spectra DC Holding S.à r.l. Luxembourg AIONX SCSp 100% 65,52%
ATLAS DC1, S.L. Spain Spectra DC Holding S.à r.l. 100% 65,52%
ATLAS DC2, S.L. Spain ATLAS DC1, S.L. 92% 60,28%
Cambridge Innovation Campus Ltd United Kingdom Spectra DC Holding S.à r.l. 100% 65,52%
Topaz Midco Limited United Kingdom
Cambridge Innovation Campus
Ltd
100% 65,52%
Postrealm Limited United Kingdom Topaz Midco Limited 100% 65,52%
Lasercharm Limited United Kingdom Topaz Midco Limited 100% 65,52%
Varde Park ApS Denmark Spectra DC Holding S.à r.l. 100% 65,52%
Grifone SPV S.r.l.
(1)
Italy AIONX SCSp
(1)
100%
(1)
65,52%
(1)
117
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
(2)
Name Country Shareholder / Unitholder 31.12.202531.12.2025 % HeldUltimate % held Icona Power SCSp Luxembourg AIONX SCSp 100% 65,52%Cambridge Innovation Holding Luxembourg SWI Capital Holding Ltd. 100% 100%SCSpIAM Cayman Islands SWI Capital Holding Ltd. 100% 100%ICG S.à r.l. Luxembourg SWI Capital Holding Ltd. 99,99% 99,99%Cork Property Holding Ltd United Kingdom ICG S.à r.l. 50,10% 50,10%Cork Property London Ltd United Kingdom Cork Property Holding Ltd. 100% 50,10%Fadesa Hungaria Zrt. Hungary ICG S.à r.l. 74,96% 74,96%Icona Swiss Holding S.A. Switzerland ICG S.à r.l. 100% 99,99%SW Participation S.A. Switzerland Icona Swiss Holding S.A. 60% 60%Icona Biofuel Ventures SCSp Luxembourg ICG S.à r.l. 100% 99,99%Nobitz Biogas Ventures Gmbh Germany Icona Biofuel Ventures SCSp 100% 99,99%BMH Investment London Ltd. United Kingdom ICG S.à r.l. 100% 99,99%SW I Holding SCSp Luxembourg SWI Capital Holding Ltd. 100% 100%(2)(2)Luxembourg ICG S.à r.l. 40%40%Icona Racing Partners SCSpIcona Racing S.A. Luxembourg Icona Racing Partners SCSp 90% 36%So Race Ltd. United Kingdom Icona Racing S.A. 55,52% 19,99%IEG Racing Ltd. United Kingdom Icona Racing S.A. 100% 36%Colipa S.A. Switzerland ICG S.à r.l. 100% 99,99%Breakthrough S.A. (previously Switzerland Colipa S.A. 100% 99,99%Faith Mountain 2 AG)Symphony Real Estate S.A. Switzerland Icona Swiss Holding S.A. 100% 99.99%SW Participation SA41,85%Stoneweg S.A. SwitzerlandSW I Holding SCSp18,15%80,26%Icona Swiss Holding S.A.37%Stoneweg GP Luxembourg Stoneweg S.A. 100% 80,26%Stoneweg Ireland Ltd. Ireland Stoneweg S.A. 60% 48,16%SW Managers SCSp Luxembourg Stoneweg S.A. 75% 60,19%CACTUS MEDIA BCN S.L. Spain Stoneweg S.A. 100% 80,26%Fundacion Arte y Legado Spain Stoneweg S.A. 66,67% 53,51%Barcelona (4)SW I Holding SCSp18,54%Stoneweg Global Platform SCSpLuxembourg36,81%Stoneweg S.A.22,77%United Arab ICONA MIDDLE EAST LTD.SWI Capital Holding Ltd. 100% 100%EmiratesICONA GP S.A. Luxembourg SWI Capital Holding Ltd. 100% 100%SWI DIGITAL Cayman Islands SWI Capital Holding Ltd. 100% 100%Luxembourg Stoneweg Global Platform Stoneweg Holding SCA100% 36,81%SCSpStoneweg Management S.A. Luxembourg Stoneweg Holding SCA 100% 36,81%SW Alternatives Management Luxembourg Stoneweg Management S.A. 100% 36,81%SCSp
118
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
Name Country Shareholder / Unitholder 31.12.202531.12.2025 % HeldUltimate % held United States SW Alternatives Management SW Iteram US Holding, LLC 100% 36,81%SCSpSW Iteram US Advisors LLC United States SW Iteram US Holding 100% 36,81%Stoneweg EBT Management Pte. Singapore Stoneweg Management S.A. 100% 36,81%Ltd.Stoneweg Management Group Luxembourg Stoneweg Management S.A. 100% 36,81%SCSpStoneweg Management Group Stoneweg Switzerland S.A. Switzerland100% 36,81%SCSpStoneweg Management Group Stoneweg Asset Management SA Switzerland100% 36,81%SCSpStoneweg Management Group Stoneweg Spain S.L. Spain100% 36,81%SCSpFinancing Stoneweg Spain S.L. Spain Stoneweg Spain S.L. 100% 36,81%TQ & SW Credit S.L. Spain Stoneweg Spain S.L. 100% 36,81%Stoneweg Management Group Stoneweg Experience S.L. Spain100% 36,81%SCSpSW Food Management S.L. Spain Stoneweg Experience S.L. 100% 36,81%Stoneweg Holdings Europe Stoneweg Capital Advisers Ltd. United Kingdom100% 36,81%LimitedUnited States of Stoneweg Management Group Stoneweg Atlantic LLC100% 36,81%AmericaSCSpStoneweg U.S., LLC United States Stoneweg Atlantic LLC 100% 36,81%SWUS Springing Member LLC United States Stoneweg U.S. LLC 100% 36,81%SW Realty Holdings, LLC United States Stoneweg U.S., LLC 100% 36,81%Luxembourg Stoneweg Management Group Stoneweg Global S.à r.l.100% 36,81%SCSpLuxembourg Stoneweg Management Group Stoneweg Lux GP S.à r.l.100% 36,81%SCSpStoneweg EREIT Management Pte. Singapore Stoneweg Management S.A. 100% 36,81%LtdStoneweg EREIT Management Stoneweg EREIT Management Germany100% 36,81%Germany GmbhPteStoneweg EREIT Management Stoneweg EREIT Management Luxembourg 100% 36,81%Luxembourg S.à r.l.PteStoneweg Property Group Italy Stoneweg Management EU Italy100% 36,81%S.R.L.Holdings LimitedStoneweg Property Group Czech Stoneweg Central Europe B.V. 90%Czechia36,81%Republic s.r.o.Stoneweg Netherlands B.V.10%Stoneweg Management EU Stoneweg Denmark A/S Denmark100% 36,81%Holdings Limited Stoneweg Holdings Europe PL GP ApS Denmark100% 36,81%LimitedStoneweg Management EU Stoneweg Finland OY Finland100% 36,81%Holdings Limited
119
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
Name Country Shareholder / Unitholder 31.12.202531.12.2025 % HeldUltimate % held Stoneweg Management EU Stoneweg France SAS France100% 36,81%Holdings LimitedStoneweg Management EU Stoneweg Germany GmbH Germany100% 36,81%Holdings LimitedStoneweg Investment CPRF GP S.à r.l. Luxembourg100% 36,81%Holdings UK LimitedStoneweg Investment Luxembourg Luxembourg Stoneweg EU Limited 100% 36,81%S.à r.l.Stoneweg REIM Luxembourg S.à Stoneweg Management EU Luxembourg100% 36,81%r.l.Holdings LimitedStoneweg Management EU Stoneweg Central Europe B.V. Netherlands100% 36,81%Holdings LimitedStoneweg Management EU Stoneweg Netherlands B.V. Netherlands100% 36,81%Holdings LimitedStoneweg Property Group Poland Stoneweg Management EU Poland100% 36,81%Spółka zooHoldings LimitedStoneweg Management EU Stoneweg Sweden AB Sweden100% 36,81%Holdings LimitedStoneweg Capital Ventures UK United Kingdom Stoneweg Holding SCA 100% 36,81%LimitedStoneweg CEE Development Stoneweg Holdings Europe United Kingdom100% 36,81%Holdings LimitedLimitedStoneweg Holdings Europe Stoneweg SERT Holdings Limited United Kingdom100% 36,81%LimitedStoneweg Coinvest CEIF Limited Stoneweg Holdings Europe United Kingdom90,4% 33,28%PartnershipLimitedStoneweg Coinvest SEVAF I Stoneweg Holdings Europe United Kingdom100% 36,81%Limited PartnershipLimitedStoneweg Corporate Secretarial Stoneweg Holdings Europe United Kingdom100% 36,81%LimitedLimitedStoneweg Development Holdings Stoneweg Holdings Europe United Kingdom100% 36,81%UK LimitedLimitedStoneweg Development Stoneweg Holdings Europe United Kingdom100% 36,81%Management UK LimitedLimitedUnited Kingdom Stoneweg Holdings Europe Stoneweg UK Director Limited100% 36,81%LimitedUnited Kingdom Stoneweg European Holdings Stoneweg EU Limited100% 36,81%LimitedStoneweg European Holdings United KingdomStoneweg Management SA 100% 36,81%LimitedStoneweg European Management United Kingdom Stoneweg Holdings Europe 100% 36,81%Services LimitedLimitedUnited Kingdom Stoneweg Holdings Europe Stoneweg UK GP100% 36,81%LimitedStoneweg Holdings Europe Limited United Kingdom Stoneweg EU Limited 100% 36,81%Stoneweg Investment Holdings UK United Kingdom Stoneweg Holdings Europe 100% 36,81%LimitedLimited
120
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
(5)
Name Country Shareholder / Unitholder 31.12.202531.12.2025 % HeldUltimate % held Stoneweg Investment United Kingdom Stoneweg Holdings Europe 100% 36,81%Management Services LimitedLimitedStoneweg Management EU United KingdomStoneweg EU Limited 100% 36,81%Holdings LimitedStoneweg Promote CEIF Limited United Kingdom Stoneweg Holdings Europe (5)6,14%16,67%PartnershipLimitedStoneweg WBP Poland Limited United Kingdom Stoneweg Holdings Europe 100% 36,81%PartnershipLimitedStoneweg Luxembourg Holdings Stoneweg Investment Luxembourg100% 36,81%S.a.r.l.Holdings UK LimitedSW CO-Inv S.à r.l. Luxembourg Stoneweg Holding SCA 100% 36,81%Stoneweg Asset Management SW SWEVO Investment SCSp Luxembourg100% 36,81%SASW European Value Opportunities Stoneweg Global Platform Luxembourg100% 36,81%FundSCSpStoneweg Global Platform Stoneweg European RE SP Luxembourg100% 36,81%SCSpVaria SPC - Stoneweg European Stoneweg Global Platform (3)Cayman Islands100% 36,81%RE SPSCSpSW European Value Opportunities Stoneweg Global Platform (3)Cayman Islands100% 36,81%Fund – HospitalitySCSp
(1) For details on consolidation of Grifone SPV S.r.l. please see note 3 Signicant accounting judgements, estimates and assumptions
(2) 100% voting rights and 40% economic rights
(3) Segregated compartment of Cayman Islands based Fund
(4) Due to the promote structure economic rights effectively amount to approximately 37,6% as at 31 December 2025
(5) The economic ownership is presented whereby the benecial ownership amounts to 86% and 31,66% fully diluted
121
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
(1)
(2)
Name Country Shareholder / Unitholder 31.12.202431.12.2024 % HeldUltimate % heldAIONX SCSp (previously IDC 67,07% 67,07%Luxembourg SWI Capital Holding Ltd. SCSp)Spectra DC Holding S.à r.l. Luxembourg AIONX SCSp 100% 67,07%ATLAS DC1, S.L. Spain Spectra DC Holding S.à r.l. 100% 67,07%ATLAS DC2, S.L. Spain ATLAS DC1, S.L. 92% 61,70%Varde Park ApS Denmark Spectra DC Holding S.à r.l. 100% 67,07%(1)(1)Italy AIONX SCSp100%Grifone SPV S.r.l.67,07%Icona Power SCSp Luxembourg AIONX SCSp 100% 67,07%IAM Cayman Islands SWI Capital Holding Ltd. 100% 100%ICG S.à r.l. Luxembourg SWI Capital Holding Ltd. 99,99% 99,99%Cork Property Holding Ltd United Kingdom ICG S.à r.l. 50,10% 50,10%Cork Property London Ltd United Kingdom Cork Property Holding Ltd. 100% 50,10%Fadesa Hungaria Zrt. Hungary ICG S.à r.l. 74,96% 74,96%Icona Swiss Holding S.A. Switzerland ICG S.à r.l. 100% 99,99%SW Participation S.A. Switzerland Icona Swiss Holding S.A. 60% 60%Icona Biofuel Ventures SCSp Luxembourg ICG S.à r.l. 100% 99,99%Nobitz Biogas Ventures Gmbh Germany Icona Biofuel Ventures SCSp 100% 99,99%BMH Investment London Ltd United Kingdom ICG S.à r.l. 100% 99,99%SW I Holding SCSp Luxembourg SWI Capital Holding Ltd. 100% 100%(2)(2)Luxembourg ICG S.à r.l. 40%40%Icona Racing Partners SCSpIcona Racing S.A. Luxembourg Icona Racing Partners SCSp 90% 36%So Race Ltd. United Kingdom Icona Racing S.A. 55,52% 19,99%IEG Racing Ltd. United Kingdom Icona Racing S.A. 100% 36%(1) For details on consolidation of Grifone SPV S.r.l. please see note 3 Signicant accounting judgements, estimates and assumptions(2) 100% voting rights and 40% economic rights
122
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
5. Revenues
Revenues comprise the following:
IN EUR '000 IN EUR '000From 01.01.2025 to From 27.08.2024 to 31.12.202531.12.2024Revenues from leasing activity (Group as lessor) 2.805 539Service charges 315 141Rental revenues 2.490 398Management fees revenue 32.365 48.083SubTotal 35.170 48.622Operating share of results of associates and joint ventures 36.940 105.127Other income 21.811 -Total 93.921 153.749
Revenues from leasing activity
The revenues from leasing activity relate to rental revenues and service charges (charges for costs incurred by the landlord
to provide services to the tenants) derived from completed investment properties in London and Switzerland. Service charge
revenue is recognised over time as and when the tenant receives and consumes the benet of the service provided, which is
generally simultaneously.
Management fees revenue
The Management fees revenue comprise of:
IN EUR '000 IN EUR '000From 01.01.2025 to From 27.08.2024 31.12.2025to 31.12.2024Asset management fees 7.898 - Fund Management fees 2.175 - Accounting fees 134 - Property Management fees 368 - Acquisition fees 1.832 - Disposal fees 1.210 - Leasing fees 773 - Project management fees 7.535 48.023 Development Management Fees 172 - Placement fees 9.126 - Other 1.142 60 Total 32.365 48.083
123
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
As previously mentioned, from 30 September 2025 the Group consolidates Stoneweg S.A. and Stoneweg Global Platform SCSp.
A substantial amount of revenues in the amount of € 24.989 thousand is generated in the 3 month consolidated period from
the Asset Management business of the Stoneweg group. Such management income typically includes xed revenue streams
from various third-party mandates as well as variable (performance based) income streams. One of the larger mandates of the
platform is asset management and property management mandate for a regulated real estate investment trust called SERT
which is also the Groups Associate listed on the Singaporean Stock Exchange. It is generating € 6.138 thousand of revenues
in the 3 month consolidated period. The xed fees are recognized over time in accordance with the terms of the underlying
contractual arrangements while the variable fees are realised at a point in time and upon occurrence of completion of certain
contracted milestones or triggering events.
In the year 2025 the remaining portion of Management Fee revenues in the amount of € 7.376 thousand relates to intermediary
services and xed-fee contracts for the identication of prospective investments, transaction advisory and other related services.
These service revenues are recognized over time in accordance with the terms of the underlying contractual arrangements.
In 2024 a substantial amount of the Management Fee revenue (subsegment Project management fees) in the amount of €
40.142 thousand comprised of services provided to related parties and these were related to xed fee contract for the provision
of services of identication of prospective investments, transaction advisory, debt structuring and others. The remaining
management services were mainly related to intermediary services. These service revenues are transferred over a period of time
as dened in each contractual agreement.
Revenues by timing of revenue
In EUR ‘000 From 01.01.2025 to 31.12.2025 From 27.08.2024 to 31.12.2024Point in Over Point in Over TOTALTOTALtimetimetimetimeRevenues from leasing activity (Group as lessor) - 2.805 2.805 - 539 539Management services 12.167 20.198 32.365 - 48.083 48.083Total 12.167 23.003 35.170 - 48.622 48.622
In the reporting period ending 31 December 2025 the Operating share of results of associates and joint ventures amounted to
€ 36.940 thousand (€ 105.127 thousand in the period ending 31 December 2024). These are accounted for using the equity
method. The Group considered them to be part of its prot from operations.
The management considers this presentation to be appropriate as these investments form an integral part of the Group’s
activities and hence the returns generated from associates and joint ventures are economically consistent with the Group’s
operating performance, however a part of this amount is impacted by non-cash items arising mainly from assets still under
development. The management monitors the performance of the respective investments jointly with the results of the Group’s
consolidated operations.
Accordingly, management believes that including the share of prot or loss of associates and joint ventures within operating
prot provides a more relevant and meaningful representation of the Group’s underlying operating performance.
Other income mainly relates to a gain on the economic rights assigned in the joint venture which amounts to € 19.684 thousand
(nil as at 31 December 2024).
124
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
6. General and administrative expenses
General and administrative expenses comprise the following:
IN EUR '000 IN EUR '000From 01.01.2025 to From 27.08.2024 31.12.2025to 31.12.2024Audit fees 1.816 391Legal services 3.893 466Payroll and related expenses 18.531 214Accounting and administration services 4.523 1.119Ofce rent and maintenance 2.707 13Depreciation and amortization 1.598 46Land tax 1.030 106Bad debt 555 -Other 2.171 138Total 36.824 2.493
General and administrative expenses amount to € 36.824thousand (€ 2.493 thousand as at 31 December 2024) and mainly
relate to payroll and related expenses, audit, tax, accounting, legal, administration and advisory services. As at 31 December
2025 the number of employees in the Group is 280 (4 employees as at 31 December 2024)
1
.
The following table shows the breakdown of audit and audit related service fees that are presented in the Audit fees in the table
below as well as tax advisory and other special project services rendered by Deloitte network.
IN EUR '000 IN EUR '000From 01.01.2025 to From 27.08.2024 to 31.12.202531.12.2024Audit for the consolidated nancial statements 440 206 Audits of the subsidiaries 896 154 Other audit related services 516 -Other non-attest and non-tax services 4 - Total 1.856 360
The non audit fees include fees in relation to the auditors engagement in preparation of an Assurance Report on the compilation
of Unaudited Pro forma Condensed Consolidated Financial Information included in a Prospectus in the context of the Company
listing on Euronext Amsterdam.
The Company has reviewed the non-audit services and the respective fee levels for the external auditor and has concluded that
they relate to permissible non-audit services under the auditors independence and other related professional standards.
1 For comparability purposes – 331 employees as at 31 December 2024 if including the Stoneweg group.
125
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
7. Financial income and expenses
Financial costs comprise the following:
IN EUR '000 IN EUR '000From 01.01.2025 to From 27.08.2024 31.12.2025to 31.12.2024Financial income 9.068 4.094 Dividend from non-listed equity investments 15 605 Interest income on nancial assets at amortised cost 8.758 2.135 Foreign exchange gain - 1.354 Other nancial income 295 -Financial expenses (13.188) (29.482)Variable return on Notes issued* - (26.492)Interest on loans and borrowings at amortised cost (11.270) (2.872)Interest on lease liability (367) (74)Bank charges (650) -Foreign exchange loss (754) -Other nancial expense (147) (44)Total (4.120) (25.388)
* For more details on variable return on Notes issued please refer to note 22 Borrowings, Borrowings carried at fair value through prot or loss. For the year 2025
the relevant cost has been presented in line Adjustments to fair value of other nancial instruments, net.
126
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
8. Adjustment to fair value of other nancial instruments, net
Adjustments to fair value of other nancial instruments comprise the following:IN EUR '000 IN EUR '000From 01.01.2025 From 27.08.2024 to 31.12.2025to 31.12.2024Prot from nancial assets & liabilities at fair value through P&L 8.056 131.733Loss from nancial assets & liabilities at fair value through P&L (27.418) (34.312)Total (19.362) 97.421
For further information please refer to note 15 Investments in Financial Assets.
Prot from nancial assets & liabilities at fair value through P&L
In 2025 the prot line primarily includes revaluation and variable return of nancial assets carried at fair value through prot
and loss.
In 2024 amongst other the line primarily includes unrealized prot from fair value adjustment of economic rights assigned in
the amount of € 100.180 thousand which amount comprises of economic rights assigned by the Controlling shareholder as
further claried in note 15 Investments in nancial assets (whereby € 74.221 thousand is related to the assigned investment in
the banking sector and € 25.959 thousand is related to the to return at the exit of the Irish infrastructure project) and fair value
adjustment of the investments in joint ventures and associates (€ 31.094 thousand).
Loss from nancial assets & liabilities at fair value through P&L
In 2025 the loss primarily comprises € 7.235 thousand related to the returns payable upon the exit of the Irish infrastructure
investment and € 9.693 thousand relating to variable return on notes issued. The remaining balances represents losses arising
from remeasurement of nancial assets carried at fair value through prot and loss.
In 2024, the loss line includes impairment of certain investment receivables in the amount of € 8.000 thousand and unrealized
differences between acquisition or contribution value of assets and their equity value which has been released through prot
and loss (€ 23.304 thousand). The remainder of the amount relates to loss on fair value of non-listed equity investments.
9. Gain on disposal of investments, net
Gain on disposal of investments, net comprise the following:
IN EUR '000IN EUR '00031.12.202531.12.2024Gain on disposal of investments - 43.323 Loss on disposal of investments (5) (8.354)Total (5) 34.969
In 2024 the gain on disposal of investments was related to the redemptions of units of a subsidiary. The loss on disposal of
investments was related to the sale of shares of subsidiaries.
127
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
10. Income taxes
Current corporate income tax of the Group companies is calculated in accordance with tax regulations governing in a particular
country of operations and is based on the prot or loss reported under relevant tax regulations.
The general corporate income tax rate in Singapore is 17%, however due to the nature of the underlying investments the
Company is tax exempt in Singapore.
The key components of the tax expense are:
IN EUR '000 IN EUR '000 31.12.2025 31.12.2024Current corporate income taxes 908 61 Current tax in respect of prior years 70 -Deferred tax 165.469 158.948 Total 166.447 159.009
The reconciliation between tax expense and prot before tax is as follows:
IN EUR '000 IN EUR '000From 01.01.2025 to From 27.08.2024 31.12.2025to 31.12.2024Prot or loss before tax 590.107 900.808 Tax using domestic rate 0,00% 0,00%Tax computed at statutory tax rate - -Changes in taxes on income resulting from: Effect of different tax rates of subsidiaries operating in 126.452 179.434 other jurisdictions Income and expenses on which the Group did not recognize46.828 (825)deferred tax and othersGroup's share in earnings from companies accounted for (6.902) (19.600)using the equity methodTaxes with respect to prior years 69 -Total current and deferred tax expense / (income) 166.447 159.009 Effective tax rate % 28,21% 17,65%
The Group’s effective tax rate is mainly impacted by the geographic mix of prots earned in jurisdictions with different tax
rates, as well as the non-recognition of certain deferred tax assets.
128
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
The reconciliation of deferred tax to the consolidated statement of nancial position is as follows:
IN EUR '000 IN EUR '000 31.12.2025 31.12.2024Investment property 325.566 161.278Other 15 -Deferred tax liabilities 325.581 161.278Deferred tax assets 4 -
As presented above the deferred tax expense amounts to € 165.469 thousand (€ 158.948 thousand as at 31 December 2024)
whereas the deferred tax liability amounts to € 325.581 thousand (€ 161.278 thousand as at 31 December 2024). The movement
in deferred tax liability during the year primarily reects deferred tax recognised on the revaluation of investment properties,
which is recorded in prot or loss in line with the underlying fair value movements.
Deferred tax assets are recognized only to the extent that it is probable that future taxable prots will be available. Certain tax
losses and temporary differences have not been recognized due to uncertainty regarding their recoverability.
The Group has € 149 million (€ 63 million as at 31 December 2024) of carry forward tax losses for which no deferred tax assets
have been recognized as their utilization cannot be reliably foreseen as at the balance sheet date. From this amount € 104 million
(€ 48 million as at 31 December 2024) do not have an expiry date, an amount of € 10 million (€ 4,2 million as at 31 December
2024) expires in the next 5 years and the remaining has a long maturity date with € 35 million (€ 10 million as at 31 December
2024) expiring predominantly beyond year 10.
Pillar Two Rules
Singapore has enacted the Multinational Enterprise (Minimum Tax) Act 2024 (“MMT Act”), which introduces a minimum effective
tax rate of 15% for in-scope multinational enterprise (“MNE”) groups through the application of (i) a Multinational Enterprise
Top-up Tax (“MTT”), implementing the Income Inclusion Rule, and (ii) a Domestic Top-up Tax (“DTT”), designed to operate as a
Qualied Domestic Minimum Top-up Tax. The Singapore regime is aligned with the OECD Global Anti-Base Erosion (“GloBE”)
Model Rules, related Commentary and Administrative Guidance. The MTT and DTT apply to nancial years beginning on or after
1 January 2025.
Under the Pillar Two framework, the minimum tax rules apply to MNE groups with consolidated revenues of at least € 750 million
in at least two of the four nancial years preceding the relevant reporting period, based on the consolidated nancial statements
of the ultimate parent entity.
The Group operates in multiple jurisdictions, several of which have enacted or substantially enacted Pillar Two legislation. SWI
Capital Holding Ltd. is considered the ultimate parent entity of the Group for the purposes of the Pillar Two rules.
The Group’s Pillar Two assessment has been performed based on currently available OECD guidance and applicable local
legislation. As at 31 December 2025, the Group is not yet within the scope of the Pillar Two rules, as the revenue threshold
assessment requires consideration of at least two nancial years. Given the recent establishment of the Group, sufcient historical
nancial information is not yet available to conclude on eligibility. Accordingly, no impact of Pillar Two has been recognised in
these Consolidated nancial statements for the year ended 31 December 2025.
The Group will continue to monitor developments in tax legislation and guidance, and will reassess its position once sufcient
nancial history is available. A full assessment of the applicability and potential impact of Pillar Two is expected to be performed
in future reporting periods.
The Pillar Two rules are complex and subject to ongoing developments. As such, the ultimate impact of these rules on the Group
may differ from the current assessment.
129
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
11. Earnings per share
The calculation of the basic and diluted earnings per share is based on the following:
Basic Earnings per share
IN EUR '000IN EUR '000From 01.01.2025From 27.08.2024 to 31.12.2025to 31.12.2024Net prot attributable to owners of the parent company 301.655 516.825Weighted average number of ordinary shares (No) 346.787.201 345.535.547Basic earnings per share 0,87 1,50
The Weighted average number of shares is calculated considering the equity raises occurring during the reporting period which
are further described in note 27 Equity movements.
Diluted Earnings per share
IN EUR '000IN EUR '000From 01.01.2025From 27.08.2024to 31.12.2025 to 31.12.2024Net prot attributable to owners of the parent company 301.655 516.825Weighted average number of ordinary shares (No) 346.834.563 345.535.547Diluted earnings per share 0,87 1,50
As at 31 December 2025 the Company has entered into a stock warrant agreement with a third party and for a counter value of
€ 5.000 thousand. The respective warrant exercise period starts from the date of listing of the Company on the Euronext Stock
exchange, and last until ve years thereafter. The respective warrant expected dilutive effect is illustrated in the table above.
As at 31 December 2024 the Company had no dilutive instruments in issue.
Impact of subsequent events
In March 2026, the Company implemented a capital issuance by virtue of a private placement whereby 50 million of new Ordinary
Shares were issued in exchange of € 260 million. For more details, please refer to note 35 Events after the reporting date. As a
result of this issuance, the total number of shares amounts to 480.561.189. If this issuance would have occurred on 1 January
2025 the basic and diluted EPS for the year ended 31 December 2025 would have been € 0,76 and € 0,76, respectively.
12. Cash and cash equivalents
Cash and cash equivalents comprise the following:
IN EUR '000 IN EUR '000 31.12.2025 31.12.2024Cash at bank and in hand 101.757 25.806 Short term deposits 53.000 401 Total 154.757 26.207
130
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
Cash and cash equivalents earns interest at oating rates applicable to on-demand or periodical bank deposit rates. All cash and
cash equivalents are available for use by the Group. The majority of cash and cash equivalents are held with banks and nancial
institutions counterparties, which are rated BBB/A-2 to AA2, based on credible credit rating agencies such as Moody’s and Fitch
or other rating agencies. In addition, the Group monitors the performance of its business banks and manages the default risk.
Short term deposits in the amount of € 53.000 thousand (€ 401 thousand as at December 31, 2024) are considered as cash
equivalents as they are highly liquid short-term money market placements which may be drawdown with 2 days notice. They
are held for the purpose of accruing preferred interest but are readily convertible to a known amount of cash.
13. Trade receivables
Trade receivables comprise the following:
IN EUR '000 IN EUR '000 31.12.2025 31.12.2024Trade receivables 18.978 45.494Allowance for Lifetime expected credit losses (218) -Total 18.760 45.494
The ageing analysis of trade receivables is as follows:
IN EUR ‘00031.12.2025Not past Over 120 Ageing category1-30 days 31-60 days 61-90 days >90 daysTOTALduedays31.12.2025 2.717 1.151 4.547 364544 9.437 18.76031.12.2024 44.809 487 196 2 - - 45.494
Trade receivables arise from contracts with customers and are initially recognized at their transaction price. They do not bear
interest and are generally short-term in nature. The Group maintains an allowance for lifetime expected credit losses at an
amount that it considers to be a reliable estimate of expected credit losses resulting from the inability of its customers to meet their
payment obligations. In assessing the adequacy of the allowance, the Group considers multiple factors, including historical bad
debt experience, the current and forward-looking economic environment, and the ageing of receivables. The Group considers a
trade receivable to be in default when it is more than 180 days past due, unless there is reasonable and supportable information
indicating otherwise. Trade receivables are written off when there is no reasonable expectation of recovery, after all reasonable
recovery actions have been exhausted.
At 31 December 2025, the Group examined any receivables passed due, and concluded there is supportable information indicating
recoverability of such receivables therefore no expected credit losses has been booked in respect of those receivables. Such
accounting treatment involves the use of estimates and assumptions, particularly with respect to future economic conditions
and the recoverability of these receivables. Changes in these assumptions could result in adjustments to the loss allowance in
future periods.
The carrying amount of trade receivables approximates their fair value due to their short-term nature.
131
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
14. Other receivables
Other receivables comprise the following:
IN EUR '000 IN EUR '000 31.12.2025 31.12.2024Receivables from related parties 1.389 4.249 Advances for acquisitions - 10.632 Current taxes 6.840 6.914 Receivables from disposal of investments 3.821 500 Accrued income 20.951 91Prepaid expenses 2.396 49Other 3.020 208 Total 38.417 22.643
As at 31 December 2025 and following the acquisition of the Stoneweg group, due to its asset management business the
accrued income amounts to € 20.951 million and mainly relates to performance fees, placement fees as well as xed and
variable components of management fees.
In December 2024 the outstanding advances were related to the Share Purchase Agreement for an acquisition of an 18,15% of
shares in an associate Stoneweg S.A. which amount has been utilised upon completion of the transaction in second half of 2025.
15. Investments in nancial assets
Financial assets comprise the following:
IN EUR '00031.12.2025 Current Non-Current TotalFinancial assets - carried at amortized cost 85.017 33.295 118.312 - Loans and borrowings granted 35.855 15.001 50.856 - Loans and borrowings granted to structured products 34.457 18.211 52.668 - Loans and borrowings to joint ventures and associates 6.194 83 6.277 - Financial assets relating to new acquisition 8.511 - 8.511Financial assets - carried at fair value through prot or loss 15.706 303.471 319.177 - Investments in structured products 15.706 243.120 258.826 - Loans and borrowings carried at fair value through prot or loss - 8.617 8.617 - Non-listed equity investments - 33.010 33.010 - Rights assigned - 18.724 18.724 Total 100.723 336.766 437.489
132
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
IN EUR '00031.12.2024 Current Non-Current TotalFinancial assets - carried at amortized cost 20.083 56.987 77.070 - Loans and borrowings granted 9.206 744 9.950 - Loans and borrowings granted to structured products - 56.243 56.243 - Loans and borrowings to joint ventures and associates 10.877 - 10.877Financial assets - carried at fair value through prot or loss 6.210 218.005 224.215 - Investments in structured products 6.210 20.468 26.678 - Loans and borrowings carried at fair value through prot or loss - 3.402 3.402 - Non-listed equity investments - 666 666 - Rights assigned - 193.469 193.469 Total 26.293 274.992 301.285
Reconciliation of Level 3 fair value measurements of nancial assets
Financial assets carried at fair value through prot or lossBalance as at 1 January 2025 224.215Total gains or losses: - In prot or loss (10.830) - In other comprehensive income -Consolidation of new subsidiaries 38.005Additions 247.631Issues/Settlements (179.844)Transfer out of Level 3 -Transfer into Level 3 -Balance as at 31 December 2025 319.177
The maturity of nancial assets is as follows:
IN EUR '000Year 6 and Year 1 Year 2 Year 3 Year 4 Year 5Undened 31.12.2025beyond TOTALFinancial assets - carried at 85.017 30.240 2.618 366 63 - 8 118.312amortized costFinancial assets - carried at fair value through prot or 15.706 5.418 5.400 - 66.158 162.994 63.501 319.177lossTotal 100.723 35.658 8.018 366 66.221 162.994 63.509 437.489
133
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
IN EUR '000Year 6 and Year 1 Year 2 Year 3 Year 4 Year 5Undened 31.12.2024beyond TOTALFinancial assets - carried at 20.083 - 56.987 - - - - 77.070amortized costFinancial assets - carried at 6.210 14.301 4.249 - - 5.320 194.135 224.215fair value through prot or lossTotal 26.293 14.301 61.236 - - 5.320 194.135 301.285
Financial assets carried at amortized cost
The Group granted multiple loans in the form of notes, interest bearing loans and interest free loans and other loans. The
SPPI test is met and the instruments are carried at amortized cost. Only € 15,1 million of these loans are secured (nil as at 31
December 2024) while the remaining is unsecured. The weighted average interest rate is 5,7% p.a. (7,5% p.a. as at 31 December
2024). At 31 December 2025, the Group had no undrawn committed loans.
As at 31 December 2025 and 31 December 2024, all such loans carrying amount approximates their fair value.
Loans and Borrowings carried at amortized cost can be split into following key categories:
- Loans and borrowings granted – mainly relate to loans to related and unrelated parties as well as co-investment loans for
mandates. The increase in the period is mainly related to the consolidation of Stoneweg group.
- Loans and borrowings granted to structured products - relate to loans granted to structured entities or investments via
notes to mainly dedicated compartments of securitisation vehicles. As per the assessment of related parties performed by
the Group such securitisation vehicles are not considered as related parties, however some of the respective securitisation
compartments grant loans to parties which are considered as related parties to the Group. While these are unsecured many
of these investments are ultimately asset backed.
- Loans and borrowings to joint ventures and associates – relate to loans provided to joint ventures and associates.
- Financial assets relating to new acquisition - In December 2025, SWI Digital a fully owned Group subsidiary, as purchaser,
and the Company, as guarantor, entered into an Option and Share Purchase Agreement pursuant to which SWI Digital was
granted the right to acquire 100% of the issued share capital of a private holding company, which holds interests in a US
based global bitcoin mining company (to be transformed into high-performance computing (HPC)). The completion of the
acquisition is conditional upon obtaining approval under the Swedish foreign direct investment regime administered by the
Swedish Inspectorate of Strategic Products, or conrmation that no such approval is required. The respective Option and
Share Purchase Agreement includes an € 8,5 million termination fee for the buyer. In order to reect the respective rights
and obligations, the Group reected an € 8,5 million nancial asset as the value of the option and an € 8,5 million liability
provision due to the contractual termination fee. For further information on the progress of the transaction please refer to
note 35 Events after the reporting date.
Financial assets carried at fair value through prot or loss
Investments in structured products
The Group invests in notes and units/shareholdings of structured entities mainly dedicated compartments of securitisation
vehicles. As per the assessment of related parties performed by the Group such securitisation vehicles are not considered as
related parties, however some of the respective securitisation compartments do grant loans to parties which are considered
as related parties to the Group. There are € 14,3 million secured investments and the remaining is unsecured. While these are
predominantly unsecured, many of these investments are ultimately asset backed. Such investments bear a variable return
based on the return of the underlying investments, therefore the SPPI test is not met and the assets are carried at fair value
through prot or loss. The fair value hierarchy of these investments was level 3.
134
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
One of the largest investments amounting to € 161.464 thousand relates to an instrument related to an indirect investment into
a in banking sector and is further described under section Value of rights assigned further below.
Loans carried at fair value through prot or loss
The Group granted several loans in the form of prot participating loans where the SPPI test is not met and the instruments are
carried at fair value through prot or loss. These loans are unsecured and bear a variable return depending on the future net
available proceeds derived from the underlying investments. The fair value hierarchy of these investments was level 3.
Non-listed equity investments
The Group holds interest in non-listed equity investments comprising of investments in private equity structures. These investments
typically have an equity stake of up to around 10%. A part of these are Co-investments linked to equity positions provided by the
Stoneweg group to its mandates. As at 31 December 2025 and 31 December 2024 the Group determined the fair value of these
investments based on the equity proportion held, and the total net asset fair value of the funds/entities. Audited accounts are
used where available and in the absence of audited accounts the latest available net asset value calculations are used to derive
the value of these investments. The fair value hierarchy of these unlisted investments is level 3. The increase in the period mainly
relates to the consolidation of Stoneweg group.
Value of rights assigned comprises of:
i. During 2024 the Controlling shareholder contributed to the Company, a receivable in the amount of CHF 87.804 thousand as
well as any and all future dividend and prot rights generated from a company fully owned by the Controlling shareholder
and which invests in banking sector. In April 2025 the Company subscribed to two different up to CHF 100 million bearer
notes each i.e. in total CHF 200 million with maturity date 30 April 2035 issued by a related party securitization vehicle
and its two different compartments. The subscription was in kind by assigning to the compartments the receivables
and economic rights previously contributed and assigned to the Company in relation to the banking sector investment.
As at 31 December 2024 this asset was presented in line value of Financial assets - carried at fair value through prot or
loss - Rights assigned and as at 31 December 2025 in line Financial assets - carried at fair value through prot or loss -
Investment in structured products, and due to the restructured nature of the transaction.
The underlying asset is carried at fair value through prot or loss whereby such value is calculated using a valuation
which has been performed by an independent external valuer under both the DCF and the Residual method (the valuer
considers the average outcome as fair value). The total fair value as at 31 December 2025 amounts to € 161.464 thousand
(€ 167.510 thousands as at 31 December 2024). The fair value hierarchy of this investment is level 3.
ii. The Controlling shareholder holds 50% of the capital and voting rights, in a Luxembourg Special Limited Partnership which
entity is a noteholder of serie A2 notes issued by a Luxembourg securitization vehicle. The A2 series of notes are a nancial
instrument which gives the right to return at the exit from the Irish infrastructure project and dependent on the future
net available proceeds derived from the project – effectively being a carried interest mechanism. The note is maturing in
year 2032. The underlying project involves the construction of infrastructure assets, as well a life science and technology
campus in Ireland.
In 2024 the shareholder contributed to the Group, part of its share of all amounts received by the Luxembourg Special
Limited Partnership and deriving from the serie A2 notes issued by a Luxembourg securitization vehicle (effectively 25%
proceeds from serie A2 notes).
The value of the assets assigned amounts to € 18.724 thousand (€ 25.959 thousand as at 31 December 2024). The asset
is carried at fair value through prot or loss, whereby the value was calculated based on the subscription proportion and
considering the designated payment waterfall of the Limited Partnership Agreement and the Notes Private Placement
Memorandum. The underlying asset of the Irish infrastructure project is fair valued by a reputable independent valuer using
the Discounted Cash Flow model (residual method as at 31 December 2024) and therefore the fair value hierarchy of this
investment was level 3. The change in value between the 2025 and the 2024 reporting period is impacted by the different
and pre-dened payment waterfall of the Limited Partnership Agreement and the Notes Private Placement Memorandum
which differs between the two periods.
135
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
16. Long term deposits
Long-term deposits include amounts pledged as collateral in relation to the Group’s projects and nancing arrangements. These
balances are restricted and not available for general use for the duration of the respective commitments. These comprise of:
i. € 4.000 thousand deposit given (€ 4.000 thousand as at 31 December 2024) which serves as a collateral covering electricity
infrastructure commitment in the Spanish Data Center project. Such deposit is to be maintained until such time the technical
access contract with the electricity provider is signed - latest being by August 2029. For more details please refer to note 18
Investment property.
ii. € 4.295 thousand deposit given (nil as at 31 December 2024) which serves as a collateral for the bank loan nancing the
real estate project in Switzerland (the Schönried project).
17. Investments in associates and joint ventures
Investments in associates and joint ventures comprise the following:
IN EUR '000 IN EUR '000 31.12.2025 31.12.2024Capital notes and advances to associates and joint ventures 60.839 53.769Investments in joint ventures 247.398 227.942Investments in associates 362.121 65.760Total 670.358 347.471
Investments in joint ventures and associates are accounted for using the equity method.
Capital notes and advances to Associates and Joint Ventures
The majority of the amount relates to capital notes to joint ventures amounting to € 55,730 thousand and these relate to
subscription by a Group’s subsidiary into 7,5% of serie A1 Notes issued by a Luxembourg securitization vehicle and in relation to
the Irish infrastructure project. The serie A1 notes are a nancial 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. Therefore, the note is carried at fair value
through prot or loss, whereby the value was calculated based on the subscription proportion and considering the designated
payment waterfall of the notes Private Placement Memorandum. The underlying asset of the Irish project is fair valued by a
reputable independent valuer under the DCF model (residual method as at 31 December 2024) and therefore fair value hierarchy
of this investment was level 3. The note is maturing in year 2032.
The Group material joint ventures comprise of:
Power Invest I SCSp (“Power Invest”), a special limited partnership incorporated and existing under the laws of the Grand
Duchy of Luxembourg. It is a 37,5% (undiluted) held Joint Venture of the Group. In addition to the above capital note investment
the Group’s joint venture Power Invest holds an additional 67,5% (undiluted) of the respective serie A1 Notes. Furthermore,
during 2025 the limited partners in the joint venture assigned (directly and indirectly) to the Group a part of the economic rights
of Power I pertaining to them. A part of these rights has then been contributed in kind to AiOnX SCSp (previously IDC SCSp)
in exchange of the limited partnership units. As a result the Group takes effective 46,5% undiluted economic interest in Power
Invest and therefore Group accounts for 38,9% of undiluted economic rights pertaining to the Irish infrastructure project (32,8%
as at 31 December 2024).
Power Invest I is an indirect investment holding Company for an Irish infrastructure project comprising Kildare Innovation Campus
(which project is held by The Platform ICAV – Liffey Sub-Fund) being a development land for a data center project located in
Leixlip, County Kildare. The project has a secured a long-term lease with a prominent hyperscale operator. The fair value of
investment property as at 31 December 2025 is € 1.170 million (€ 1.102 million as at 31 December 2024).
136
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
In November 2025, The Platform ICAV – Liffey Sub-Fund signed a senior facility agreement with a UK-based nancial institution
to nance the development of Kildare Innovation Campus for a total amount up to € 340 million. The facility agreement has a
maturity of 30 months with a possibility of extension to 36 months (i.e., until December 2028). The Company acts as a sponsor of
such nancing and is acting as a guarantor under a Cost Overrun Guarantee and the Debt Service Guarantee, which is capped
at € 14 million.
The carrying value of the joint venture investment amounts to € 233,2 million (€ 181,6 million as at 31 December 2024). The
prot from this joint venture amounts to € 12,3 million (€ 61,5 million as at 31 December 2024) (including fair value adjustment
of economic rights assigned in a joint venture the amount of € 4,3 million (nil as at 31 December 2024)). There is a gain related
to the economic rights assigned in the joint venture in the amount of € 19,7 million recorded in the line Other income in the prot
and loss statement (nil as at 31 December 2024).
Stoneweg Italy Urban Logistics Fund (“SIULF”) is a portfolio of assets containing seven logistics assets in Italy. It is a 50%
(undiluted)held Joint Venture of the Group and its principal activities include leasing of the logistics space which comprises 44 k
sqm with fair value of € 58,6 million.
The Group material associates comprise of:
At 31 December 2025, Stoneweg Global Platform SCSp, which is now fully consolidated by the Group, held 28,09% of SERT
indirectly via a Cayman fund structure, a real estate investment trust listed on the Singapore Stock Exchange (SGX). At 31
December 2025, SERT owns 96 investment properties with a fair value of € 2,2 billion located across Europe. The SERT portfolio
is weighted 60% logistics / light industrial / data centers and is complemented by 40% prime ofce in gateway cities. SERT unit
price as at 31 December 2025 of € 1,63 on the Singapore Exchange (SGX) was below the carrying value per unit, and the fair
value of the investment using the quoted market price on the SGX per unit would be EUR 255 million, which is EUR 62,8 million
below the carrying value. Signicant judgements on recognition of investments in associates and joint ventures have been
outlined in note 3. Signicant accounting judgements, estimates and assumptions.
Varia US Properties AG (“Varia US”) is a Swiss-based company listed at the Zurich Stock Exchange (“SIX”) since 2016 under
the ticker “VARN”. It exclusively invests in the US Multifamily real estate market. It focuses on secondary areas characterized by
population, employment growth, and limited housing offering. At 31 December 2025, Varia US owns 22 properties with 6.571
units and a fair value of USD 1,1 billion (€891 million).
The Group accounts for 14,85% undiluted shareholding (as at 31 December 2025) and Stoneweg group dedicated entities act
as the Asset Manager.
Varia US share price as at 31 December 2025 of CHF 19,50 per share on the Zurich SIX Stock Exchange was below the carrying
value per share, and the fair value of the investment using the quoted market price on the SIX per share would be € 33,1 million,
which is € 9,5 million below the carrying value. Signicant judgements on recognition of investments in associates and joint
ventures have been outlined in note 3. Signicant accounting judgements, estimates and assumptions.
Other associates and joint ventures that are not individually material
Other joint venture investments are not considered material for the Group and include: 50% investment in Stoneweg Hospitality
SL (Spain); 50% investment in SW Infrasport SL (Spain); 50% investment in Redhouse Holdings Limited (United Kingdom) and
50% investment in Stirling Development Agency Limited (United Kingdom) – all of which are held by subsidiaries of Stoneweg
Global Platform SCSp. Besides these the joint venture investments include also 50% holding in BMH Venture Capital S.A.
(Switzerland) which is also considered not material for the Group. Other not material associates include a 46,4% shareholding in
Ventura Investment Holdings SCSp (Luxembourg).
The following table summarizes the nancial information and reconciles it to the carrying amount of each of the Company’s
material associates and joint ventures, as well as the income statement of the Company’s material associates and joint ventures:
137
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
IN EUR '000 31.12.2025 Joint Ventures AssociatesPower SIULFSERT Varia US TOTALInvest Country of incorporation Italy Luxembourg Singapore US(2)28,09% 14,85%(3)% Held 50,0% 46,5%(4)Ultimate % held (fully diluted) 18,4% 30,5% 10,3% 5,5%Current Assets 829 6.174 132.777 152.267 292.047Non-Current Assets 58.600 501.571 2.234.146 765.190 3.559.507Current liabilities (383) (6.243) (88.888) (136.552) (232.066)Non-current liabilities (29.379) (167) (1.082.462) (505.780) (1.617.788)(1)Non-controlling interest - - (64.204)- (64.204)Share of Net Assets attributable to the 29.667 501.335 1.131.369 275.125 1.937.496equity holders of the parent companyGroup's Share of Net Assets 14.833 233.246 317.830 40.861 606.770(3)Adjustments- - - 1.790 1.790Carrying amount in the statement of 14.833 233.246 317.830 42.651 608.560nancial positionShare of Net Prot attributable to the (544) 17.142 8.698 (24.012) 1.284equity holders of the parent companyGroup's Share of Prot for the period (272) 7.975 2.444 (3.566) 6.581Adjustments 4.330 851 12.627 17.808Share of prot of joint ventures and (272) 12.305 3.295 9.061 24.389associatesCash dividends received by the Group 260 - - - 260(1) Perpetual note(2) Including 9% economic rights contributed. The Group has 50,1% voting rights(3) Partially held through intermediary non-consolidated structured entities(4) Excluding economic impact of promote structure
138
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
(1)
IN EUR '000 31.12.2024 Joint Ventures Associate Power SW Global Stoneweg S.A. TOTAL Invest I PlatformCountry of incorporation Switzerland Luxembourg Luxembourg % Held 41,9% 37,5% 18,5%(2)25,1% 25,2% 18,5%Ultimate % held (fully diluted) Current Assets 2.005 6.192 244.885 253.082Non-Current Assets 132.620 483.919 221.055 837.594Current liabilities (22.419) (21) (15.308) (37.748)Non-current liabilities (10.457) (5.898) (100.740) (117.095)Non-controlling interest - - -Share of Net Assets attributable to the equity 101.749 484.192 349.892 935.833holders of the parent companyGroup's Share of Net Assets 42.582 181.572 64.796 288.950Adjustments (204) (204)Carrying amount in the statement of 42.582 181.572 64.592 288.746nancial positionShare of Net Prot attributable to the equity 96.331 164.043 5.305 265.679(3)holders of the parent Company Group's Share of Prot for the period 40.315 61.515 983 102.813Adjustments - - (242) (242)Share of prot of joint ventures and 40.315 61.515 741 102.571associatesCash dividends received by the Group - - - -(1) As at 31 December 2024 Stoneweg S.A. held 36,19% of SW Global Platform and SWI Holding SCSp held 18,5% therefore the fully diluted shareholding is 27,61%(2) Excluding economic impact of promote structure(3) Results capturing the period since becoming associate or a joint venture until 31 December 2025
139
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
The following table summarizes the nancial information of all individually immaterial associates and joint ventures that are
accounted for using the equity method:
IN EUR '000 IN EUR '000 31.12.2025 31.12.2024Joint Ventures Associates Joint Ventures AssociatesCarrying amount in the statement of nancial position (681) 1.640 3.788 1.168Share of prot of joint ventures and associates (4.791) 471 2.675 (119)Share of prot of joint ventures and associates – now (1)8.990 7.881 - -fully consolidated
(1) Includes Share of prot from Stoneweg group for the nine months ending 30 September 2025.
18. Investment property
Investment properties comprise the following:
IN EUR '000 IN EUR '00031.12.2025 31.12.2024Right of use of assets 9.575 10.530Completed investment properties 85.392 41.607Investment properties – land for development 1.719.847 919.898Total 1.814.814 972.035
As at 31 December 2025 and 31 December 2024, there were no restrictions on the realizability of investment properties. Any
remittances of income and proceeds of disposal have been accounted for and are recognised as Provisions in the liabilities
section of the balance sheet.
For information on any pledges please refer to note 34 Contingent liabilities and guarantees.
The Right of use relates to a long-term land lease for a property located in London with maturity date in year 2120.
IN EUR ‘000 31.12.2025Right-of-use assets – Fair Value Ofce TotalOpening balance as at 01.01.2025 10.530 10.530Fair Value adjustment (19) (19)Effect of foreign exchange and other (936) (936)Closing balance as at 31.12.2025 9.575 9.575
140
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
IN EUR ‘000
31.12.2024Right-of-use assets – Fair Value Ofce TotalOpening balance as at 27.08.2024 - - Investment property in newly consolidated subsidiaries 10.535 10.535Fair Value adjustment (5) (5)Closing balance as at 31.12.2024 10.530 10.530
The movement of investment properties (excluding the right of use) was as follows:
IN EUR ‘000
31.12.2025Completed Other Land for Data investment development TotalCenterspropertieslandOpening balance as at 01.01.2025 41.607 892.000 27.898 961.505Additions 35.379 96.080 100.704 232.163 Capitalised subsequent expenditure 1.600 - - 1.600Fair value adjustments 8.974 603.566 - 612.540Effects of changes in foreign exchange (2.168) (401) - (2.569)Closing balance as at 31.12.2025 85.392 1.591.245 128.602 1.805.239
IN EUR ‘000
31.12.2024Completed Other Land for Data investment development TotalCenterspropertieslandOpening balance as at 27.08.2024 - - - -Investment property in newly consolidated 43.344 68.204 27.952 139.500 subsidiariesAdditions - 103.723 - 103.723 Fair value adjustments (2.050) 720.070 - 718.020 Effects of changes in foreign exchange 313 3 (54) 262 Closing balance as at 31.12.2024 41.607 892.000 27.898 961.505
Investment property in newly consolidated subsidiaries represent the investment property balances at the acquisition and
contribution of the relevant subsidiary.
The investment property includes capitalized deferred obligations to purchase additional plots as described in note 23 Other
payables and accrued expenses and note 25 Other liabilities; and judgements were applied as described in note 3 Signicant
accounting judgements, estimates and assumptions; Recognition of investment property.
Signicant accounting judgements were used when accounting for investment properties and in particular Danish land and Italian
land (Grifone SPV S.r.l.) for more details, please refer to note 3. Signicant accounting judgements, estimates and assumptions
in the annual consolidated nancial statements.
141
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
Completed investment properties
Assumptions used in the fair value valuations of completed assets are:
31.12.2025Average Average Average yield/ Asset Fair Value NLA OccupancyrentERVDiscount rateIN ‘000 IN EUR ‘000% EUR/sqm EUR/sqm %sqm(2)London ofce 41,2561,6 100% 107,1 118,3 4,1%Geneva ofce 44,136 1,9 100% 58,7 63,6 2,97%
31.12.2024Average Average Asset Fair Value NLA OccupancyAverage yieldrentERVIN ‘000 IN EUR ‘000% EUR/sqm EUR/sqm %sqm(3)London ofce 41,6071,6 100% 112,7 118,7 4,1%(2) Equivalent of GBP 36,0 million(3) Equivalent of GBP 34,5 million
The completed property comprises two ofce buildings located in London and Geneva.
The Geneva property was acquired in July 2025 by Symphony Real Estate S.A., a subsidiary of the Group. The asset has been
acquired for CHF 31,9 million (€ 34 million) and is pledged by a rst ranking mortgage deed as security for the repayment of
a loan provided by a commercial bank in the amount of CHF 21,6 million (€ 23 million). The Company has concluded that this
transaction doesn’t qualify as a business combination as per the denition of IFRS 3 Business Combinations.
Both properties (London and Geneva) are carried at fair value and have been valued by a reputable external valuer. The London
property has been valued under the RICS Standards using the Income capitalization – Hardcore method. The fair value hierarchy
of the property was designated as Level 3 as certain observable inputs used to measure fair value are not available.
The Geneva property has been valued using the discounted cash-ow method. The fair value hierarchy of the property was
designated as Level 3 as certain observable inputs used to measure fair value are not available.
Investment properties – land for Data Centers
The lands in Italy, Denmark, United Kingdom and Spain are lands intended for future development of Data Centers.
The land in the United Kingdom was acquired during the rst half of 2025, when the Group acquired a holding company of
entities ultimately owning the land site in Cambridge for future data center development. The value of the initial investment was
GBP 69 million (€ 79 million). The Group has concluded that this transaction doesn’t qualify as a business combination as per the
denition of IFRS 3 Business Combinations. In addition, during the second half of 2025, an additional plot was acquired allowing
to increase MW power for the future development.
The properties designated for data center developments are carried at fair value and have been valued by a reputable external
valuer using the Discounted Cash Flow method (Residual method as at 31 December 2024). The fair value hierarchy of the
properties was designated as Level 3.
Assumptions used in the fair value valuations of Investment properties – land for data centers are presented below (noting that
the comparability of certain valuation assumptions between December 2024 and December 2025 has been impacted by the
change in methodology applied between the two periods):
31.12.2025
142
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
Committed Average Average Discount Development Fair ValuePowerAssetpowerERVyieldratecosts EUR mil MW MW €/kW*/month % % € mil/MW*Land Italy 125 150 150 118,0 5,9 14,04 10,4Land Denmark 150 800 800 117,5 6,0 14,74 10,5Land Spain 706 200 600 124,8 5,7 14,35 10,3Land United Kingdom 610 530 530 137,5 5,5 12,95 12,9Total/ weighted average 1.591 1.680 2.080 124,4 5,8 13,98 11,0*Per MW IT power capacity
31.12.2024Committed Average Average Development Fair ValuePowerAssetpowerERVyieldcostsMW€/kW/ EUR milMW% € mil/MW*monthLand Italy 107 90 90 90,0 5,60 10,0Land Denmark 135 800 800 72,0 6,22 8,6Land Spain 650 100 500 85,2 5,17 9,2Total / weighted average 892 990 1.390 77,9 5,89 8,9
The sensitivity analysis of the main assumptions used in the determination of the fair value of the investment properties is
disclosed in note 32 Financial instruments and risk management.
Investment properties – Other development land
The property in Hungary comprises a land bank for future development, which was acquired in November 2024 following
a creditor-led enforcement and restructuring process involving reputable international banks as lenders (e.g. Deutsche Bank
AG, Bank of America, Morgan Stanley Bank). The value retained as at 31 December 2025 comprise the acquisition cost as
approximation of the fair value since certain development milestones have not been reached. Subsequent to year end the Group
sold 19,93% of the stake in the Hungarian property for EUR 6 million which approximates to the proportionate share of the
acquisition cost.
In November 2025, Colipa SA, a Group subsidiary completed an acquisition of Breakthrough SA (previously Faith Mountain 2
AG) which entity owns a real estate project in Switzerland (the Schönried project - land with a construction permit for a hotel
& residences in Switzerland). The base purchase price was CHF 93 million (€ 99,7 million). The acquisition has been nanced
with an external nancing, amongst other a bank nancing in the amount of CHF 46,5 million (€ 50 million). The Group has
concluded that this transaction doesn’t qualify as a business combination as per the denition of IFRS 3 Business Combinations.
The asset is carried at fair value whereby the transaction price has been considered an approximation of the fair value of the
asset acquired.
Adjustments to fair value of investment property comprise the following:
IN EUR '000 IN EUR '000From 01.01.2025 to From 27.08.2024 to31.12.202531.12.2024Right of use (19) (5)Revaluation of completed properties 8.974 (2.050)Revaluation of land for development 603.566 718.480Total 612.521 716.425
The geographic split of investment properties (excluding the right of use) is as follows:
143
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
IN EUR ‘00031.12.2025Completed investment Land for Data Other Development TOTALpropertiesCenterslandUnited Kingdom 41.256 610.245 - 651.501Italy - 125.000 - 125.000Denmark - 150.000 - 150.000Spain - 706.000 - 706.000Switzerland 44.136 - 100.704 144.840Hungary - - 27.898 27.898TOTAL 85.392 1.591.245 128.602 1.805.239
IN EUR ‘00031.12.2024Completed investment Land for Data Other Development TOTALpropertiesCenterslandUnited Kingdom 41.607 - 41.607 Italy- 107.000 - 107.000 Denmark- 135.000 - 135.000 Spain- 650.000 - 650.000 Hungary - - 27.898 27.898 TOTAL 41.607 892.000 27.898 961.505
19. Business combinations
Business combinations are accounted for using the acquisition method and as further described in section 2.3. Summary of
material accounting policies paragraph a) Business combinations and goodwill.
Acquisition of Stoneweg group
With the effective date of 30 September 2025, SWI Capital Holding Ltd., via its subsidiaries SWI Holding I SCSp and Icona
Swiss Holding SA, acquired additional shares in Stoneweg S.A., previously a joint venture, resulting in the Group increasing
its ownership interest to 80,26%. As a result of this transaction, the Group obtained control over Stoneweg S.A. Stoneweg
S.A. controls the general partner of Stoneweg Global Platform SCSp which directs Stoneweg Global Platform SCSp’s relevant
activities. On the same date, SWI Capital Holding Ltd., via its subsidiary SWI Holding I SCSp, acquired an additional 7,17% in
Stoneweg Global Platform SCSp (previously an associate). Following these transactions, the Group holds 36,8% in Stoneweg
Global Platform SCSp and has obtained control over Stoneweg Global Platform SCSp and Stoneweg S.A. (jointly the “Stoneweg
group”). The Group’s assessment of control and the basis for consolidation of Stoneweg Global Platform SCSp are further
described in note 3 (iii).
The Group acquired Stoneweg group as an expansion of its investment strategy. Stoneweg group acts as the Property Manager
and the Asset Manager for a Singaporean Listed REIT (“SERT”) with € 2,2 billion portfolio of assets, whereby the Stoneweg
group also holds a strategic stake of 28,09% (as at 31 December 2025).
The total transaction consideration was € 93,1 million (€ 66 million cash outow net of cash acquired of € 16,4 million and
historical advance paid of € 10,6 million). The Group remeasured its previously held 25,11% equity interest in Stoneweg S.A. and
144
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
23,25% in Stoneweg Global platform SCSp at its acquisition-date fair value and recognized the resulting € 16,9 million in total
gain in share of results of associates and joint ventures.
While the respective assets and liabilities carrying value approximated the fair value and considering their nature, the Group
has none the less engaged an external reputable valuer primarily with a focus of impairment testing of goodwill and intangible
assets. The valuation was performed for the asset management business using the DCF method based on the Stoneweg Asset
Management Business Plan. The intangible assets include € 36 million related to Stoneweg group brand and trademark.
Following the Purchase Price Allocation in accordance with IFRS 3 the Group recognized € 74 million goodwill.
Stoneweg group, Net prot for the period from 1 January 2025 to the acquisition date being 30 September 2025, amounts to €
57 million and the result for the period from the acquisition date until 31 December 2025 amounts to a prot of € 7 million.
Considering this the revenue and net prot of the Group for twelve months ending 31 December 2025 would have been
approximately € 232 million and € 480 million, respectively, as though the Group had completed the business combination as of
1 January 2025.
The table below summarizes the acquisition-date fair value of the assets acquired and liabilities assumed in 2025 (2024: nil).
in EUR '000 Stoneweg groupCash 16.381Current nancial assets 25.090Other current assets 36.330Property, plant and equipment 7.316Investments in associates and joint ventures 359.495Intangible assets 35.983Non-current nancial assets 39.769 Other non-current assets 959Total assets 521.323Current liabilities 38.151Interest bearing loans and borrowings 111.402Other non-current liabilities 4.614Total liabilities 154.167Non-controlling interests 2.921Net assets acquired 364.235Consideration paid 93.132Fair value of previous held interest 124.309Fair value of non-controlling interests 220.741Subtotal 438.182Goodwill 73.947
The goodwill recognized is primarily attributable to expected synergies arising from the integration of the acquired business
into the Group’s operations, including anticipated operational efciencies and access to new investment opportunities and the
145
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
assembled workforce. The goodwill is not expected to be deductible for tax purposes.
Acquisition of Stoneweg US
In October 2025, the Stoneweg group acquired 100% of interests of Stoneweg US LLC, registered in Saint-Petersburg, Florida,
USA, thus obtaining control and thereby consolidating the entity. The acquisition forms part of the Group’s strategy to strengthen
its position in US real estate market.
The transaction has been accounted for as a business combination in accordance with IFRS 3 Business Combinations. Control
was obtained through the transfer of a net cash consideration for an amount of USD 6,37 million (EUR 5,64 million) and the
execution of a share purchase agreement granting the Group the ability to direct the relevant activities of the acquired business.
The acquisition resulted in the recognition of goodwill amounting to € 3,3 million, representing the excess of the consideration
transferred over the fair value of the identiable net assets acquired.
20. Goodwill and intangible assets
The carrying amounts of goodwill and intangible assets are summarized as follows:
IN EUR '000 IN EUR '00031.12.2025 31.12.2024Goodwill on acquisitions 77.238 -Trademarks and other intangibles 35.772 -Total 113.010 -
Goodwill
Goodwill arising on an acquisition is recognized as previously described within note 19 Business combinations, and is mainly
arising from the Stoneweg group acquisition.
Goodwill is allocated to those groups of cash-generating units (“GCGUs”) that are expected to benet from the business
combination in which the goodwill arose and in all cases is at segment level, which represents the lowest level at which goodwill
is monitored for internal management purposes. In this case it is the Real Estate segment.
Goodwill acquired in business combinations for each of the GCGUs is a follows:
In EUR ‘000 31 December 2024 Acquisitions 31 December 2025Real Estate (Stoneweg group) - 73.947 73.947Real Estate (Other) - 3.291 3.291Total - 77.238 77.238
Goodwill is tested for impairment annually, as of 31 December or whenever events or changes in circumstances indicate that
the carrying amount of the asset may not be recoverable. The recoverable amounts of the GCGUs are mainly determined based
on their fair value less cost to disposal. The recoverable amount is the higher of its fair value less cost to disposal and its value
in use. The fair value less cost to disposal of each GCGU is determined by estimating future cash ows. The key assumptions for
the future cash ows are primarily the discount rate, revenues, revenues growth and direct costs during the period. Cash ows
forecasts to the relevant assets are derived from the most recent business plans approved by management for the next 5 years.
Beyond the specically forecasted period, the Group extrapolates cash ows for the remaining 5 years based on an average
growth rate of 2,0%.
In such estimates the future cash ows are discounted to their present value using a pre-tax discount rate that reects current
market assessments of the time value of money and the risks specic to the asset (or cash generating unit). If the recoverable
146
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
amount of an asset (or CGU) is estimated to be less than its carrying amount, an impairment loss is recognized in the consolidated
statement of prot or loss and other comprehensive income.
At the reporting date, management assessed whether any indicators of impairment were present. This assessment considered
both external and internal sources of information, including the Group’s nancial performance, market conditions, and expectations
regarding the future economic benets derived from the trademark and the related cash-generating unit.
The weighted average pre-tax discount rates used in connection with the goodwill impairment testing as used by the external
valuator are set forth below:
Real Estate (Stoneweg group)Pretax discount rate used 9,2%Long-term growth rate 2,0%Fair value less cost to disposal* 154.199* Asset Management business valuation less cost of disposal assumed at 2%
Based on this assessment, management concluded that no indicators of impairment existed as at the reporting date and there
were no impairment charges recognized with respect to goodwill following the Company’s impairment test.
Sensitivity analysis
The Group believes that revenues and discount rates are the key assumptions most sensitive to change. In validating the fair
value less cost to disposal determined for the GCGUs, the Group performed a sensitivity analysis of such key assumptions
used. The results of the annual sensitivity test indicate that a reasonably possible change in key assumptions (Individually and
combined) would not cause the value in use to fall below the carrying value for any of the Group CGUs.
The result of such sensitivity analysis (individually and combined) are presented below:
Stoneweg groupChange in goodwill recognised (In EUR ‘000) nilIncrease in pre-tax discount rate (change in basis points) 25 bpsDecrease in long-term growth rate (change in %) 25 bps
The sensitivity analysis indicates that no reasonably possible change in key assumptions would result in an impairment of
goodwill.
Intangible assets
Intangible assets are recognized only when is probable that the expected future economic benets attributable to the assets
will accrue to the Group and the cost can be reliably measured. Intangible assets acquired separately by the Group are initially
recorded at cost and those acquired in a business combination are initially recorded at fair value at the date of business
combination. These primarily include trademarks which is Stoneweg brand.
The trademark is considered to have a nite useful life of up to 25 years, reecting the expected period over which the asset will
generate economic benets for the Group. Accordingly, the asset is amortised on a straight-line basis over its useful life.
147
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
The movement in intangible assets is as follows:
Cost (In EUR ‘000) Trademarks Other TotalAs at 27 August 2024 - - -Acquisitions - - -As at 31 December 2024 - - -Opening balance upon acquisition (note 19) 19.295 206 19.501Remeasurement on business combinations (note 19) 16.490 - 16.490As at 31 December 2025 35.785 206 35.991Accumulated amortization and impairment losses (In EUR ‘000) Trademarks Other TotalAs at 27 August 2024 - - -Amortization charge - - -Aa at 31 December 2024 - - -Amortization charge (199) (20) (219)At 31 December 2025 (199) (20) (219)Net book value as at 31 December 2025 35.586 186 35.772
21. Property plant and equipment
The composition of property plant and equipment is as follows:
In EUR ’000
31.12.2025
Ofce furniture and Motor Leasehold Right of Equipmentequipmentvehiclesimprovementsuse assets TotalCost - opening balance 01.01.2025 - 776 958 149 - 1.883Additions 59 16 394 334 1.386 2.189Disposals (23) (468) (6) (497)Effect of business combinations 1.564 2.531 - 1.632 18.111 23.838Effects of foreign exchange (57) (19) - 1 (28) (103)Cost as at 31.12.2025 1.566 3.281 884 2.110 19.469 27.310Accumulated depreciation opening balance 01.01.2025 - 300 12 - 312Depreciation for the year 54 87 25 179 1.008 1.353Newly consolidated subsidiaries 1.287 2.130 - 1.137 11.965 16.519Impairment losses - 103 - - - 103Disposals 15 - 98 - (30) 83Effects of foreign exchange (40) - - 21 48 29Accumulated depreciation and impairment at 31.12.2025 1.316 2.620 135 1.337 12.991 18.399Carrying amount at 31.12.2025 250 661 749 773 6.478 8.911
148
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
In EUR’000
31.12.2024
Ofce furniture and Motor Leasehold Right of Equipmentequipmentvehiclesimprovementsuse assets TotalCost - opening balance 27.08.2024 - - - - - -Newly consolidated subsidiaries - 758 958 149 - 1.865Effects of foreign exchange - 18 18Cost at 31 December 2024 - 776 958 149 - 1.883Accumulated depreciation opening balance 27.08.2024 - - - - - -Newly consolidated subsidiaries - 254 12 - - 266Depreciation for the period - 46 46Accumulated depreciation and impairment at 31.12.2024 - 300 12 - - 312Carrying amount at 31.12.2024 - 476 946 149 - 1.571
22. Borrowings
Borrowings comprise of:
IN EUR '00031.12.2025 Current Non-current TOTALBorrowings carried at amortised cost 120.131 375.887 496.018 - Borrowings from nancial institutions 102.417 210.116 312.533 - Borrowings from structured entities 7.374 66.534 73.908 - Other Borrowings 10.340 99.237 109.577Borrowings carried at fair value through prot or loss - 78.447 78.447Subtotal 120.131 454.334 574.465 Less: Deferred debt issuance costs (423) (423)Total 120.131 453.911 574.042
149
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
IN EUR '00031.12.2024 Current Non-current TOTALBorrowings carried at amortised cost 38.930 156.037 194.967 - Borrowings from nancial institutions 37.102 28.514 6 5 . 6 1 6 - Borrowings from structured entities - 77.767 77.767 - Other Borrowings 1.828 49.756 51.584 Borrowings carried at fair value through prot or loss - 95.589 95.589Total 38.930 251.626 290.556
As at 31 December 2025, the Group had available CHF 26 million (€ 28 million) and subject to permitting an additional CHF 7,5
million (€ 8 million) undrawn committed borrowings in relation to the Schönried project nancing. As at 31 December 2024, the
Group had no undrawn committed borrowing.
Borrowings carried at amortized cost
The borrowings are in the form of interest bearing or interest free loans. The weighted average interest rate is 4,1% p.a. (6,8%
p.a. as at 31 December 2024).
Borrowings from nancial institutions
As at 31 December 2025 borrowings from nancial institutions amounted to € 313 million (€ 66 million as at 31 December 2024).
These represent mainly secured borrowings which amount to € 278 million (€ 20,8 million as at 31 December 2024) while the
remaining is unsecured (these include a related party borrowing in the amount of € 24,8 million).
The increase is arising mainly: (i) as a result of Stoneweg group acquisition whereby € 117 million of secured debt is now
consolidated (ii) additional secured nancings related to newly acquired projects (Schönried project and Swiss ofce) in the total
amount of € 73 million and (iii) new secured borrowings undertaken by the Company in the amount of € 60 million.
The security given is customary security package for these types of nancing and includes (amongst other) a pledge or a
mortgage over asset or investment for which such borrowings have been designated.
For the secured loans, the Group undertakes to comply with certain nancial covenants that are listed in those agreements. The
main covenants are Loan-to-Value and Interest/Debt Coverage ratios. As at 31 December 2025 (and 31 December 2024), the
Group continues to comply with the nancial covenants set out in the nancing agreements.
The weighted average interest rate is 4,6% p.a.
Borrowings from structured entities
The Group obtains borrowings from structured entities mainly dedicated compartments of securitisation vehicles.
The weighted average interest rate is 6,4% p.a.
Other Borrowings
Other borrowings mainly comprise of borrowings from the Controlling shareholder and related parties in the amount of € 88.960
thousand (€ 51.140 thousand as at 31 December 2024) and unrelated parties in the amount of € 20.617 thousand (€ 444
thousand as at 31 December 2024).
The weighted average interest rate is 1,2% p.a.
As at 31 December 2024 and 31 December 2025, all borrowings carrying amount approximates their fair value.
150
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
Borrowings carried at fair value through prot or loss
The borrowings carried at fair value through prot or loss relate to an unsecured note ISIN: XS2622083462 issued by one of
the Group’s subsidiaries concerning its investment into the Irish infrastructure project. The note matures in 2032 and carries a
variable return depending on the future net available proceeds derived from the project.
Liability is carried at fair value through prot or loss, whereby the value was calculated based on the calculation method as
stipulated in the notes Prospectus. The underlying asset is fair valued by a reputable independent valuer using the discounted
cash-ow method and therefore the fair value hierarchy of this investment was level 3.
The change in the fair value amounts to € 9.693 thousand for the year 2025 and € 26.492 thousand as at 31 December 2024
and has been released in the Consolidated statement of prot or loss.
The maturity prole of the borrowings is as follows:
IN EUR '00031.12.2025Year 6 and Year 1 Year 2 Year 3 Year 4 Year 5beyond TOTALBorrowings carried at 120.131 137.949 57.634 110.000 47.600 22.704 496.018amortised costBorrowings carried at fair - - - - - 78.447 78.447value through prot or lossTotal 120.131 137.949 57.634 110.000 47.600 101.151 574.465
IN EUR '00031.12.2024Year 6 and Year 1 Year 2 Year 3 Year 4 Year 5beyondTOTALBorrowings carried at 38.930 156.037 - - - 194.967amortised costBorrowings carried at fair - - - - - 95.589 95.589value through prot or lossTotal 38.930 - 156.037 - - 95.589 290.556
151
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
The changes in liabilities arising from nancing activities include both cash and non-cash changes as follows:
IN EUR '000 31.12.2024 31.12.2025Interest Newly Opening accrued/ Non-Cash consolidated RepaymentTOTALbalance Proceeds Changes in movementsentities fair valueBorrowings carried out at amortized 194.967 176.208 271.915 (100.155) 11.273 (58.190) 496.018 costBorrowing carried out at fair value 95.589 - - - 9.693 (26.835) 78.447 through prot or lossSubTotal 290.556 176.208 271.915 (100.155) 20.966 (85.025) 574.465 Less: Deferred debt - - - (430) - 7 (423)issuance costsTotal 290.556 176.208 271.915 (100.585) 20.966 (85.018) 574.042
IN EUR '000 27.8.2024 31.12.2024Interest Newly Opening accrued/ Non-Cash consolidated Proceeds RepaymentTOTALbalance Changes in movementsentities fair valueBorrowings carried - 84.155 171.574 (11.142) 2.869 (52.489) 194.967 at amortized costBorrowing carried at fair value through - 69.097 - - 26.492 - 95.589 prot or lossTotal - 153.252 171.574 (11.142) 29.361 (52.489) 290.556
152
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
23. Other payables and accrued expenses
Other payables and accrued expenses comprise the following:
IN EUR '000 IN EUR '000 31.12.2025 31.12.2024Related parties 3.202 31Land purchase accruals 66.597 6.206Land purchase commitments 6.576 6.531Payables from investing activity - 3.523Accrued operating expenses 9.757 1.114Equity purchase price commitments 395 416Advances from customers 2.749 539Payroll and related expenses 11.448 19Provisions for option agreements 8.511 -Other 64 82Total 109.299 18.461
Land purchase accruals relate to committed and deferred purchase price of land in Spain and United Kingdom which is maturing
in the short term.
Land purchase commitments relate to remaining purchase price of land in Denmark maturing in the short term for which the
Group has not obtained formal title over the land as at reporting date. Refer to note 3 Signicant accounting judgements, esti-
mates and assumptions.
Payroll and related expenses, comprise accrued salaries, bonuses and social security contributions as well as severance pay-
ments, following the consolidation of the Stoneweg group.
Provisions for option agreements relate to a termination fee provision pursuant to an Option and Share Purchase Agreement
entered into in December 2025 by SWI Digital a fully owned Group subsidiary, as purchaser, was granted the right to acquire
100% of the issued share capital of a private holding company, for further details please refer to note 15 Investments in Financial
Assets and note 35 Events after the reporting date.
24. Provisions
Provisions comprise the following:
IN EUR '000 IN EUR '000 31.12.2025 31.12.2024Opening balance 73.312 -Additions 74.153 73.312Reversals (24.634) -Total 122.831 73.312
As at 31 December 2025 provisions relate to prot sharing i.e. promote arrangements regarding the data center projects in Spain
and United Kingdom (as at 31 December 2024 Spain only) depending on the future return from the underlying investment (being
directly or indirectly the fair value of the investment property).
Any resulting outow of economic benets is expected to occur upon the realisation or disposal of the underlying investments.
The timing and amount of the settlement remain uncertain as they depend on the future performance and valuation of the
underlying investment properties.
153
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
25. Other liabilities
Other liabilities comprise the following
IN EUR '000 IN EUR '000 31.12.2025 31.12.2024Land purchase accruals 26.327 41.594Other 335 354Total 26.662 41.948
As at 31 December 2025 the Land purchase accruals mainly relate to contracted purchase price for the land in Spain ( € 24.925
thousand) and United Kingdom (€ 1.402 thousand). The respective amounts are maturing in year 2027. The short-term portion
of these amounts are included in note 23. Other payables and accrued expenses under current liabilities.
As at 31 December 2024 the Land purchase accruals relate to contracted purchase price for the lands in Spain which matures
in the year 2026.
26. Deferred Tax Liabilities
The deferred tax liabilities are arising on the difference between the cost of the investment property and their fair value. As at
31 December 2025 this amount to € 325.581 thousand (€ 161.278 thousand as at 31 December 2024) and are released in the
prot and loss.
For more information please refer to note 10 Income taxes.
27. Equity Movements
The Company equity issued comprises of:
Total valueValue per Total value of No. SharesFully Paid UnpaidshareOrdinary Shares No. EUR/Share EUR EUR EURAs at 27 August 2024 20.000 1,00 20.000 - 20.000As at 31 December 2024 345.535.547 1,00 345.535.547 345.515.547 20.000As at 31 December 2025 430.561.189 1,31 562.002.548 561.982.548 20.000
Share capital
The Company’s share capital at incorporation amounted to € 20 thousands and the capital was increased in September and
December 2024, when the Controlling shareholder contributed in kind assets in the total value of € 345.516 thousands in
exchange for issuance of shares by the Company.
Furthermore, on 16 December 2025, Philae Real Estate SA subscribed for 20.485.892 new Ordinary Shares in the Company for
a consideration of € 82,5 million.
On 30 December 2025, ICF SPC, acting for and on behalf of its segregated portfolio BG SP, being the then owner of 18,44% of
the LP Shares of AiOnX SCSp (previously IDC SCSp), contributed such LP Shares to the Company. In consideration thereof, the
contributor subscribed for and the Company issued 64.539.750 new ordinary shares in the share capital of the Company. The
transaction value is € 134 million.
154
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
Therefore with the two transactions above in December 2025, the Company issued additional shares and increased its share
capital to a total of € 562.002.548,03 (and number of shares in issue to 430.561.189).
Warrants
As at 31 December 2025 the Company has entered into a warrant agreement which gives rise to the counterparty to obtain a
number of shares equivalent to € 5 million at a predened formula. The warrant vesting period is starting as of the date of the
Company being listed on the Euronext Amsterdam and ve years thereafter.
Dividends
In June 2025 the Company declared an interim dividend in the amount of € 28,9 million (€ 0,083 per Ordinary share), which
amount was offset with other shareholder payables to the Group. Furthermore, in November 2025 the Company resolved to
distribute an interim dividend for an amount of € 118 million (€ 0,34 per Ordinary share). The dividend payable was settled as
follows (i) an amount of € 18 million was offset against receivables from the Controlling shareholder and (ii) dividend declared in
an amount of € 100 million was reinvested by the Controlling shareholder under the form of an interest free loan to support the
development of the Group.
Undated Equity Notes
In December 2025, the Company issued an undated (perpetual) equity note (the “Undated Equity Notes”) for an amount of
up to € 300 million. As of the balance sheet date the note is subscribed for an amount of € 52,4 million, by converting part
of the previously mentioned Controlling shareholder loan. Consequently, such subscription resulted in reducing the Company
indebtedness and increasing the equity.
The Undated Equity Notes have the following features and qualify as an equity instrument under IFRS:
• Ranking – the note is deeply subordinated to all other creditors;
• Maturity – there is no contractual obligation for the Company to repay principal or redeem the note at a xed date or at the
holder’s demand. Any redemption is entirely at the Company’s sole discretion;
• Interest – the instrument bears two types of return:
- Fixed return: 2,5% per annum, payable only if a dividend is declared, with a deferral right for the Company;
- Floating return: entirely at the Company’s discretion and capped at the amount of dividends declared (calculated
based on the equity note’s nominal value compared to Company’s share capital).
The respective note has been fully repaid in cash in Q1 2026. For further details please refer to Note 35 Events after the reporting
date.
Furthermore, a loan in the amount of € 7,4 million provided by a minority shareholder to the subsidiary holding the London ofce
building investment has been converted into a perpetual loan and has met equity recognition criteria.
Other Equity movements
All movements in the Company’s equity up to 31 December 2025 are presented in the Statement of Changes in Equity.
Changes in interest of subsidiaries relate to movements on redemptions of units and shareholdings whereby the Group has
retained control over the relevant entity (mainly AiOnX and Stoneweg group) and therefore effect of such transactions are
recorded in equity.
Non-controlling interest in newly consolidated subsidiaries at acquisition is concerning the impact of the business combination
as further claried in note 19 Business combinations.
155
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
28. Non-Controlling interest
Material subsidiaries which include signicant non-controlling interests comprise:
• AiOnX SCSp (previously IDC SCSp) jointly with its subsidiaries (“AiOnX”), is the Groups designated data center platform. It
comprises (direct and indirect) investments in ve data center sites in Spain, the United Kingdom, Ireland, Italy, and Denmark
and in various stages of development with an aggregate power capacity of approximately 2,3 GW. The data center platform
Equity attributable to owners of the parent company amounts to € 1,130 million (€ 651 million as at 31 December 2024)
and the Group held 65,52% as at 31 December 2025 (67,07% as at 31 December 2024). For more information please refer
to note 18 Investment properties.
• The recently acquired Stoneweg group – is an alternative investment platform which provides institutional-grade asset
management services and holds prominent investments such as the 28,09% investment in a Singaporean listed real-estate
investment trust SERT with € 2,2 bn portfolio of assets. For more information please refer to note 19 Business combinations.
The table below provides an overview of subsidiaries which include signicant non-controlling interests at 31 December 2025
and 31 December 2024 and for the year/period then ended:
In EUR ‘000 In EUR ‘000From 01.01.2025 to 31.12.2025 31.12.2025Name of Subsidiary Non-controllingNet income / (loss) attributable to Non-controlling Interest (fully diluted)Non-controlling interestinterestAiOnX SCSp* 34,48% 116.367 426.787Stoneweg group2.890 333.169 - Stoneweg S.A.19,74%- Stoneweg Global Platform 63,19%SCSpOthers 2.748 18.267TOTAL 122.005 778.223In EUR ‘000 In EUR ‘000From 27.08.2024 to 31.12.2024 31.12.2024Name of Subsidiary Non-ControllingNet income / (loss) attributable to Non-controlling Interest (fully diluted) Non-controlling interestinterestAiOnX SCSp* 32,93% 210.167 248.945Others 14.807 11.475TOTAL 224.974 260.420* Consolidated
156
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
The following table summarises the nancial information about each of material subsidiaries:
IN EUR '00031.12.2025AiOnX Stoneweg Summarized statement of nancial position TOTAL group*,**group*,** Current Assets 23.383 166.081 189.464Non-Current Assets 1.908.951 568.275 2.477.226Total Assets 1.932.334 734.356 2.666.690Current liabilities (102.156) (43.195) (145.351)Non-current liabilities (662.749) (134.747) (797.496)Total Liabilities (764.905) (177.942) (942.847)Non-controlling interest (37.060) (2.600) (39.660)Net Assets (attributable to owners of the parent company) 1.130.369 553.814 1.684.183Summarized statements of prot or lossRevenue 13.313 37.387 50.700Net prot (loss) attributable to equity holders 335.199 7.805 343.004Summarized statements of cash owsNet cash from operating activities (11.412) (10.020) (21.432)Net cash from investing activities (14.041) (61.901) (75.942)Net cash from nancing activities 36.413 119.705 156.118Cash and cash equivalents: 10.960 47.784 58.744At the beginning of the year/at acquisition 5.930 16.381 22.311At the end of the year 16.890 64.165 81.055Dividend to non-controlling interests - - -
* Consolidated
** The information in the above table is presented on gross basis before intragroup eliminations with the Group
157
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
IN EUR '000 31.12.2024 Summarized statement of nancial position AiOnX*,** TOTAL*,**Current Assets 12.976 12.976Non-Current Assets 1.157.300 1.157.300Total Assets 1.170.276 1.170.276Current liabilities (36.543) (36.543)Non-current liabilities (448.045) (448.045)Total Liabilities (484.588) (484.588)Non-controlling interest (34.514) (34.514) Net Assets (attributable to owners of the parent company) 651.174 651.174Summarized statements of prot or lossRevenue 61.516 61.516Net prot (loss) attributable to equity holders 540.696 540.696Summarized statements of cash owsNet cash from operating activities (1.138) (1.138)Net cash from investing activities (94.093) (94.093)Net cash from nancing activities 101.161 101.161Cash and cash equivalents: 5.930 5.930At the beginning of the period/at acquisition - -At the end of the year 5.930 5.930Dividend to non-controlling interests - -* Consolidated ** The information in the above table is presented on gross basis before intragroup eliminations with the Group
158
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
29. Transactions with related parties
Related parties are companies or individuals which have the ability to control or exercise signicant inuence over the Group
entities, or which the Group entities control or exercise signicant inuence over. Transactions between the parent company, its
subsidiaries and joint operations are eliminated on consolidation and are not disclosed in this note.
Amongst other, the related parties also include the Controlling shareholder (and entities controlled by him) which owns 80,25%
of SWI Capital Holding Ltd.’s share capital as at 31 December 2025.
The related party transactions as well as their nature and identity are presented below:
IN EUR '000 IN EUR '000From 01.01.2025 to From 27.08.2024 31.12.2025to 31.12.2024Revenues 21.470 40.579 Revenue from rental income and associated services 291 111 Management services to Controlling shareholder 5.000 39.642 Management services 15.005 500 Interest on borrowings to related parties 1.124 213 Interest on borrowings to Controlling shareholder 50 113 Expenses (3.024) (514)Interest on borrowings from Controlling shareholder (806) (484)Interest on borrowings from related parties (2.218) (30)Total 18.446 40.065IN EUR '000 IN EUR '000 31.12.2025 31.12.2024Assets 251.262 255.512 Trade receivables from related parties 8.119 342 Trade receivables from Controlling shareholder - 37.487 Accrued income – Controlling shareholder 5.000 -Accrued income 9.640 -Other receivables from Controlling shareholder 31 3.686 Other receivables from related parties 1.358 563 Borrowings to joint ventures and associates 6.277 10.877 Notes and Borrowings to related parties 202.113 9.088Value of rights assigned by Controlling shareholder 18.724 193.469 Liabilities 131.115 53.753Borrowings from Controlling shareholder 78.880 45.625 Related parties borrowings 34.901 8.097 Provisions 14.132 -Other payables to Controlling shareholder 91 31Other payables to related parties 3.111 -Total 120.147 201.759Equity notes subscribed by Controlling shareholder 52.400 -
159
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
Revenues
Revenue from rental income and associated services relates to a lease for ofce premises with a related party in the London
ofce building.
The management fees income from related parties relate to services of identication of prospective investments, transaction ad-
visory, debt structuring, placement fees and management services related to SERT mandate. In 2024 the majority of the amount
relates to an advisory agreement by one of the Group’s subsidiaries with the Controlling shareholder. A part of the receivables
for management fees was offset against loans granted from the counterparty in 2025.
Interest income relate to interest on loans given to related parties and joint ventures and associates.
Expenses
Interest expenses relate to interest on loans received from related parties including the Controlling shareholder.
Assets
Trade receivables, accrued income and other receivables relate mainly to previously mentioned management fees income.
Borrowings provided to joint ventures and associates mainly relate to an interest free borrowing of € 5,8 million to a 50% held
joint venture.
Notes and Borrowings provided to related parties mainly relate to € 161,4 million structured note as further claried in note
15 Investments in Financial Assets under heading Loans and Borrowings granted - carried at fair value through prot or loss
(Investment in structured entities) section (i). The fair value change was released in the prot and loss account.
The remainder relates to other borrowings provided to related parties.
Value of the rights assigned relates to economic rights assigned as described in the note 15 Investments in Financial Assets
under heading Loans and Borrowings granted - carried at fair value through prot or loss (Investment in structured entities)
section (i). The fair value change was released in the prot and loss account.
Liabilities
Borrowings from Controlling shareholder mainly relate to an interest free loan from the Controlling shareholder in the amount of
€ 47,6 million, arising from dividend distribution as further described below in the Non-cash transactions section. The remainder
of the amount of € 31,2 million relates to several smaller loans whereby the Controlling shareholder has provided support
towards several Group projects.
Related parties borrowings in the amount of € 34,9 million include loans provided by entities associated with: Controlling
shareholder, other shareholders or key management.
Provisions relate to a carried interest prot sharing mechanism with a party under the control of the Controlling shareholder.
160
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
Non-Cash transactions
In addition to the above there were several non-cash transactions with related parties. The ones material to the Group operations
are listed below:
i. Following the foundation of SWI Capital Holding Ltd. (previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital
Holding PTE. Ltd.), the majority of its assets (shares, notes/bonds, loans, receivables) were contributed in kind in
September 2024 and December 2024 by the Controlling shareholder, in exchange of shares issued by the Company as
follows:
a. In September 2024, the Controlling shareholder has contributed in kind multiple assets in an aggregate contribution
value equivalent to € 333.917 thousand in exchange for shares issued by the Company.
b. In December 2024, the Controlling shareholder has contributed in kind multiple assets in an aggregate contribution
value equivalent to € 11.598 thousand, in exchange for shares issued by the Company.
ii. The Company assigned to the Controlling shareholder several nancial assets for a total value of € 18 million. The price
payable was partially offset with a borrowing granted by the Controlling shareholder to the Company in the amount of
€ 11,8 million ;
iii. As already disclosed in note 27 Equity movements; in June 2025 the Company declared an interim dividend in the
amount of € 28,9 million (€ 0,08 per share), which amount was offset with other shareholder payables to the Group.
Furthermore, in November 2025 the Company resolved to distribute an interim dividend for an amount of € 118
million (€ 0,34 per share). The dividend payable was settled as follows (i) an amount of € 18 million was offset against
receivables from the Controlling shareholder and (ii) dividend payable in the amount of € 100 million was reinvested by
the Controlling shareholder in a form of an interest free loan (subsequently reduced to € 47,6 million);
iv. In December 2025, the Company issued an undated (perpetual) equity note (the “Undated Equity Notes”) for an amount
of up to € 300 million. As of the balance sheet date the note is subscribed for an amount of € 52,4 million, representing
a contribution of a loan by the Controlling shareholder (whereby the previous interest free loan was reduced by such
respective contributed amount). The respective note has been fully repaid in cash in Q1 2026. For further details please
refer to Note 35 Events after the reporting date.
30. Employee benets and Key Management compensation
As at 31 December 2025 the number of employees in the Group is 280 (4 employees as at 31 December 2024)
2
, whereby 159
employees are men and 121 women. The average number of employees during the year 2025 was approximately 76.
Employee benets
The Group operates different long term incentive programs designed to retain key individuals and align employee and
management interests with the long-term strategic objectives of the Group. These programs vary across jurisdictions and
subsidiaries, reecting local market practices and, where applicable, regulatory requirements.
Directors compensation
During year 2025, and as at 31 December 2025, the Board comprised three Directors, namely Mr. Bruno Emmanuel Vannini, Mr.
Chang Jun Yin and Ms. Margaux Natacha Marine Hirzel. All directors were appointed 27 August 2024.
For the nancial year ended 31 December 2025 and the period ended 31 December 2024, no material directors’ fees or
directorship remuneration have been paid or announced. For more details, please refer to the Corporate governance, principle
8 – remuneration disclosure in the Annual report.
2 For comparability purposes – 331 employees as at 31 December 2024 if including the Stoneweg group.
161
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
Key Management compensation
Key Management personnel (“KMP”) comprises ve individuals responsible for directing and controlling the strategic operations
of the Group.
The aggregate annual remuneration of the Group’s Key Management personnel, for the year ended 31 December 2025 and for
the period from 27 August 2024 to 31 December 2024 is presented below:
IN EUR '000 IN EUR '000From 01.01.2025 to From 27.08.2024 to 31.12.202531.12.2024Base salary and directors fees 169 -Short-term performance related bonuses* 161 -Share based payments - -Other long term incentives - -Total 330 -
These amounts have been presented as an expense in the consolidated statements of prot or loss.
*For the year ended 31 December 2025, short-term performance-related bonuses have been estimated based on the prior year’s
actual bonuses. As of the reporting date, the bonuses for 2025 have neither been allocated nor paid.
The Group had the following receivables and payables to and from Key Management personnel:
IN EUR '000 IN EUR '000From 01.01.2025 to From 27.08.2024 to 31.12.202531.12.2024Loans received (78.880) (45.625)Other payables (91) (31)Trade receivables - 37.487Accrued income 5.000 -Other receivables 31 3.686Total (73.940) (4.483)
These amounts have been presented in the corresponding line of in the Consolidated Statement of Financial position. Further
details on transactions with the Controlling shareholder are provided in Note 29. Transactions with related parties.
The Group has not granted any guarantees or commitments for the benet of the Key Management personnel or members of
the Board besides the one disclosed in Note 34 Contingent liabilities and guarantees and in the amount of € 30 million (related
to the Spanish investment) as well as GBP 12 million (pledged nancial asset).
162
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
31. Segment information
The Group’s operating segments have been identied based on the internal analysis that are regularly reviewed by the Chief
Operating Decision Maker (CODM) in order to allocate resources and assess performance.
The CODM monitors the performance of each reporting segment, accordingly, the information disclosed for each reporting
segment reects the measures reported to the CODM.
The factors used to identify the Group reportable segments are mainly differences in products and services. These include
primarily:
• Innovation Campuses & Data Centers – includes investments in state-of-the-art data centers. Our investments in data
centers are focused on high-quality, strategically located facilities that cater to both current and future technological
needs. By aligning with leading industry players and emerging trends, our Group is well-positioned to capitalize on the
increasing demand for secure, scalable, and energy-efcient data infrastructure, contributing to the ongoing digital
transformation.
• Real Estate – includes investments in an array of real estate assets. With a focus on key global markets, we leverage
deep industry insights and a proven track record in real estate investment to identify and capitalize on high-potential
opportunities. Whether through direct investments, partnerships, or development projects, our real estate approach is
designed to deliver sustained growth and resilience in an ever-evolving market.
• Financial institutions – we invest in well-positioned institutions including banks, asset managers and FinTech companies
prepared to meet the evolving challenges of the nancial landscape. By identifying and backing innovative rms with
strong leadership, sound governance, and growth potential, we support the transformation of the nancial landscape.
Our investments are focused on institutions that not only offer stability but are also adaptable to the fast-changing
nancial environment, positioning us at the forefront of the sector’s evolution.
• Other strategies - Include a series of diversied investment mainly into:
o Liquid Strategies – relate to selected investments in private or public equity, xed income, and alternative
investment vehicles. By carefully balancing risk and reward, we ensure our liquid strategy is aligned with both
short-term market movements and long-term growth trends.
o Special situations – the segment allows us to utilise our agility and extensive market knowledge to identify and
acquire undervalued assets in challenging conditions. By staying ahead of emerging trends, we acquire and
manage distressed assets or underperforming companies with the potential for recovery and value creation.
Our proactive approach allows us to seize these opportunities quickly, bringing in the necessary capital,
strategic direction, and management expertise to unlock signicant upside potential.
o Sports and entertainment - at the core of our Sports & Entertainment strategy is Icona Racing – it is a
sponsorship opportunity for promising racing pilots for an exchange in shares of their future Formula 1 income.
Funding is applied towards a candidates propulsion in the championship ladder from Formula 4 all the way to
Formula 1. The strategy is executed by the best possible partner, ART Grand Prix (“ART”), a racing team with
over 25 years of experience in identifying top talent.
The following tables present prot information for the Group’s operating segments:
IN EUR '000Innovation Campuses & Real Estate Financial institutions Other Strategies CONSOLIDATEDData CentersProt for the year 398.314 38.587 (11.607) (1.634) 423.660- 2025Prot for the 591.431 39.527 76.226 34.615 741.799period - 2024
The information presented excludes intersegment revenues as these have been eliminated
163
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
The following table present Revenue information for the Group’s operating segments:
IN EUR '000Innovation Financial Other Campuses & Real EstateCONSOLIDATEDinstitutions Strategies Data Centers Revenue 2025 4.362 23.467 - 7.341* 35.170Revenue 2024 - 539 - 48.083* 48.622 *mainly Liquid Strategies € 6.961 for the year ended 31 December 2025 (€ 48.023 for the period ended 31 December 2024).
The Group monitors Share of results of associates and joint ventures (and other income) on a case by case basis. The details of
this are presented in note 17 Investments in associates and joint ventures.
The following tables present assets and liabilities information for the Group’s operating segments:
IN EUR '000Innovation Financial Other ASSETSCampuses &Real EstateCONSOLIDATEDinstitutions StrategiesData Centers31.12.2025 1.944.194 1.124.343 167.228 35.053 3.270.81831.12.2024 1.170.292 277.584 177.216 95.614 1.720.706 LIABILITES 31.12.2025 687.203 489.066 - 11.793 1.188.06231.12.2024 479.678 84.706 - 33.541 597.925
The information presented excludes intersegment assets and liabilities as these have been eliminated
The accounting policies of the reportable segments are the same as the Group’s accounting policies described in note 2.
164
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
Geographical information
The Group’s revenue from external customers and information on its segment assets (non-current assets excluding nancial
instruments, deferred tax assets and other nancial assets) by geographical location are detailed below:
Revenue* Non-current Assets** 31.12.2025 31.12.2024 31.12.2025 31.12.2024 EUR ‘000 EUR ‘000 EUR ‘000 EUR ‘000Cayman 6.961 48.023 - -Spain 350 - 706.012 654.000Switzerland 1.119 - 185.635 -United Arab Emirates 5.281 - 1.194 -United Kingdom 6.464 599 663.308 53.708Netherlands 2.224 - 275 -France 1.516 - 807 -Hungary - - 27.898 27.898Italy 1.753 - 132.317 107.000Denmark 777 - 150.433 135.000US 1.171 - 298 -Spain 4.969 - 4.554 -Other 2.585 - 1.063 - Total 35.170 48.622 1.873.794 977.606
*Excluding Operating share of results of associates and joint ventures and other income. The Group monitors Share of results of
associates and joint ventures (and other income) on a case by case basis. The details of this are presented in note 17 Investments
in associates and joint ventures
**Non-current assets include: Investment property, Property, plant and equipment, Other intangible assets, Long term deposits
and Other receivables.
165
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
Revenue from customers is presented based on the geographical location of the customers, meaning where the demand arises,
with the exception of the Cayman region whereby due to the specic type of revenues such revenue is based on the location of
the service providing entity.
The Group assessed the signicant customer concentration risk and specically where revenue from a single external customer
amounts to 10% or more of total revenue. One of the larger mandates of the newly consolidated Stoneweg group is the asset
management and property management mandate for a regulated real estate investment trust called SERT (the Group associate)
who is listed on the Singaporean Stock Exchange. It is generating € 6.138 thousand revenues in the reporting period. Due to the
SERT being an associate of the Group the probability of maintaining the respective mandate is very high.
Furthermore, revenue in the amount of € 4.000 thousand has been generated by ICF (ILS) a related party to the Group.
Non-current assets are disclosed based on the geographical location of the assets themselves. This refers to where the assets
are physically situated or used in operations.
32. Financial instruments and risks management
The Group is exposed to nancial risks arising from its operations and the use of borrowings. The key nancial risks include
market risk, credit risk and liquidity risk. The management of the risks referred to above is carried out by the Directors.
The Group’s principal nancial liabilities include: borrowings, trade payables, and other nancial liabilities. The Group has no
derivative transactions.
The Group’s nancial assets include: cash and cash equivalents, trade receivables, long-term deposits, nancial assets carried
at amortized cost and nancial assets carried at fair value through prot or loss.
The following sections provide details regarding the Group’s exposure to the above-mentioned nancial risks and the objectives,
policies and processes for the management of these risks.
Market risk
Market risk is the risk that the fair value of investment properties or future cash ows of a nancial instrument will uctuate
because of the changes in market trends and prices. These risks include mainly the interest rate risk and currency risk but also
the risk in changes in rent rates and development costs. As a result the fair market value of the Group’s properties may be
affected, and which may have a material impact on the consolidated statement of nancial position and consolidated statement
of prot or loss.
The Group’s properties are valued by independent external valuers in accordance with its accounting policy. In accordance
with IAS 40 “Investment Property” as adopted in the European Union (the EU), any increase or decrease in the value of the
Group’s properties are accounted for in accordance with fair value models recorded as an adjustment to fair value of investment
properties in the Group’s consolidated statement of prot or loss for the period during which the revaluation occurred. As a result,
the Group can have signicant non-cash revaluation gains or losses from period to period depending on the changes in the fair
value of its investment properties and whether or not such properties are sold. If a substantial decrease in the fair market value
of the Group’s properties occurs, over the long term, it may have a material adverse effect on the Group’s business, nancial
condition and results of operations.
The below tables present the sensitivity analysis as at 31 December 2025 of:
- Investment properties – land for development and other related assets and liabilities as described in the notes above for
the most signicant inputs - being rent rates, development costs, discount rate and exit yield;
- Completed investment properties – for the most signicant inputs being rent rates and yield;
- Value notes with the underlying banking investment assigned – for the most signicant inputs being the yield.
166
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
Investment properties – land for development sensitivityIN EUR '000 ChangeChangeCurrent ValueChanges in rent rates -200 Bps -100 Bps +100 Bps +200 BpsInvestment property (214.749) (107.661) 1.591.245 107.661 214.749Investments in associates and joint ventures (9.807) (4.795) 288.976 5.013 9.807Investments in nancial assets (2.700) (1.320) 18.724 1.380 2.700Provisions 15.189 7.624 (122.831) (7.574) (14.236)Borrowings carried at fair value through prot or 2.663 1.302 (78.447) (1.361) (2.663)lossDeferred tax liabilities 47.347 23.635 (323.530) (23.855) (47.567)TOTAL NAV CHANGE (162.057) (81.215) 81.264 162.790Current IN EUR '000 ChangeChangeValueChanges in development costs -200 Bps -100 Bps +100 Bps +200 BpsInvestment property (166.424) (84.358) 1.591.245 84.358 166.424Investments in associates and joint ventures (5.884) (3.051) 288.976 3.051 6.102Investments in nancial assets (1.620) (840) 18.724 840 1.680Provisions 12.184 6.210 (122.831) (6.210) (11.634)Borrowings carried at fair value through prot or 1.598 828 (78.447) (828) (1.657)lossDeferred tax liabilities 36.526 18.550 (323.530) (18.550) (36.526)TOTAL NAV CHANGE (123.620) (62.661) 62.661 124.389IN EUR '000 ChangeChangeCurrent ValueChanges in exit yield -50 Bps -25 Bps +25 Bps +50 Bps*Investment property 800.547 381.757 1.591.245 (349.443) (646.118)Investments in associates and joint ventures 52.525 24.192 288.976 (21.794) (28.757)Investments in nancial assets 14.460 6.660 18.724 (6.000) (18.724)Provisions (50.507) (24.472) (122.831) 24.708 56.098Borrowings carried at fair value through prot or (14.259) (6.568) (78.447) 5.917 7.807lossDeferred tax liabilities (175.627) (83.679) (323.530) 76.591 141.468TOTAL NAV CHANGE 627.139 297.890 (270.021) (488.226)*Danish data center project assumed at cost
167
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
Completed investment properties sensitivity
IN EUR '000 ChangeChangeCurrent ValueChanges in rent rates -200 Bps -100 Bps +100 Bps +200 BpsInvestment property (1.775) (830) 85.392 945 1.775 Deferred tax 172 72 (2.036) (100) (172)TOTAL (1.603) (758) 845 1.603 IN EUR '000 ChangeChangeCurrent ValueChanges in yield -50 Bps -25 Bps +25 Bps +50 BpsInvestment property 17.024 8.228 85.392 (5.222) (10.455)Deferred tax (1.461) (688) (2.036) 602 1.132 TOTAL 15.563 7.540 (4.620) (9.323)
Value of notes related to the banking investment
IN EUR '000 ChangeChangeCurrent ValueChanges in yield -50 Bps -25 Bps +25 Bps +50 Bps Investments in nancial assets 10.412 4.941 161.464 (4.485) (8.574)
Fair values versus carrying amounts
The estimated fair values of certain nancial instruments have been determined using available market information or other
valuation methodologies that require judgment in interpreting market data and developing estimates. The following table
summarizes assets and liabilities based on their categories:
168
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
Non Assets / Fair value Changes nancial Liabilities recognized recognized IN EUR '000 31.12.2025assets and at in prot or in OCIliabilitiesamortized losscostCash and cash equivalents 154.757 - 154.757 - -Trade receivables 18.760 - 18.760 - -Other receivables 38.417 12.126 26.291 - -Investments in nancial assets 100.723 - 85.017 15.706 -Current assets 312.657 12.126 284.825 15.706 -Long term deposits 8.295 - 8.295 - -Investments in associates and joint ventures 670.358 670.358 - - -Investments in nancial assets 336.766 - 33.295 303.471 -Investment property 1.814.814 - - 1.814.814 -Property, plant and equipment 8.911 8.911 - - -Goodwill 77.238 77.238 - - -Trademarks 35.772 35.772 - - -Deferred tax assets 4 4 - - -Other receivables 6.003 6.003 - -Non-current assets 2.958.161 798.286 41.590 2.118.285 -Total assets 3.270.818 810.412 326.415 2.133.991 -Lease liability 2.947 2.947 - - -Borrowings 120.131 - 120.131 - -Trade payables 5.491 - 5.491 - -Current tax liabilities 7.279 7.279 - - -Other payables and accrued expenses 109.299 3.199 106.100 - -Current liabilities 245.147 13.425 231.722 - -Lease liability 13.930 13.930 - - -Borrowings 453.911 - 375.464 78.447 -Provisions 122.831 122.831 - - -Other liabilities 26.662 - 26.662 - -Deferred tax liabilities 325.581 325.581 - - -Non-current liabilities 942.915 462.342 402.126 78.447 -Total liabilities 1.188.062 475.767 633.848 78.447 -Share capital 562.003 562.003 - - -Foreign currency translation reserve 2.024 - - - 2.024Retained earnings 684.413 684.413 - - -Equity notes 56.093 56.093 - - -Equity attributable to owners of the parent 1.304.533 1.302.509 - - 2.024companyNon-controlling interests 778.223 778.223 - - -Total equity 2.082.756 2.080.732 - - 2.024Total equity and liabilities 3.270.818 2.556.499 633.848 78.447 2.024
169
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
Non nancial Assets / Fair value Changes assets and Liabilities at recognized recognized IN EUR '000 31.12.2024liabilitiesamortized in prot or in OCIcostlossCash and cash equivalents 26.207 - 26.207 - -Trade receivables 45.494 - 45.494 - -Other receivables 22.643 17.775 4.868 - -Investments in nancial assets 26.293 - 20.083 6.210 -Current assets 120.637 17.775 96.652 6.210 -Long term deposits 4.000 - 4.000 - -Investments in associates and joint ventures 347.471 347.471 - - -Investments in nancial assets 274.992 - 56.987 218.005 -Investment property 972.035 - - 972.035 -Property, plant and equipment 1.571 1.571 - - -Non-current assets 1.600.069 349.042 60.987 1.190.040 -Total assets 1.720.706 366.817 157.639 1.196.250 -Lease liability 20 20 - - -Borrowings 38.930 - 38.930 -Trade payables 1.610 - 1.610 - -Current tax liabilities 230 230 - -Other payables and accrued expenses 18.461 - 18.461 - -Current liabilities 59.251 250 59.001 - -Lease liability 10.510 10.510 - -Borrowings 251.626 - 156.037 95.589 -Provisions 73.312 73.312 - -Other liabilities 41.948 - 41.948 - -Deferred tax liabilities 161.278 161.278 - - -Non-current liabilities 538.674 245.100 197.985 95.589 -Total liabilities 597.925 245.350 256.986 95.589 -Share capital 345.536 345.536 - - -Retained earnings 516.825 516.825 - - -Equity attributable to owners of the parent 862.361 862.361 - - -companyNon-controlling interests 260.420 260.420 - - -Total equity 1.122.781 1.122.781 - - -Total equity and liabilities 1.720.706 1.368.131 256.986 95.589 -
170
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
Fair value hierarchy of assets and liabilities held at fair value through prot or loss was as follows:
IN EUR '00031.12.2025ASSETS Level 1 Level 2 Level 3Carrying amountInvestment property - - 1.814.814 1.814.814Investments in nancial assets --319.177 319.177LIABILITES- - - -Borrowings carried at fair value through prot or loss- -78.447 78.447
INEUR'00031.12.2024ASSETS Level 1 Level 2 Level 3Carrying amountInvestment property - - 972.035 972.035Investments in nancial assets- -224.215 224.215LIABILITES- - - -Borrowings carried at fair value through prot or loss- -95.589 95.589
Capital management
The Company has no legal capital regulatory requirement. The Group’s policy is to maintain a strong equity capital base so as to
maintain investor, creditor and market condence and to sustain the continuous development of its business.
The Group’s objective when managing capital is to safeguard continuity and maintain healthy capital ratios to support its
business and provide adequate return to shareholders through continuing growth.
The Group sets the amount of capital required on the basis of annual business and long-term operating plans which include
capital and other strategic investments. The funding requirement is met through a combination of equity, other long-term and
short-term borrowings.
The Group monitors capital using net LTV and gearing ratio (ratio of net debt as a percentage of total equity). For detailed
calculation please refer to the Board Report – Alternative performance measures.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash ows of a nancial instrument will uctuate because of changes in
interest rates. The Group’s exposure to the interest rate risk relates mainly to the Group’s borrowings and nancial assets that
include an element of oating interest rates. The Groups has no hedging instruments such as interest rates swaps or caps to
mitigate such risk.
171
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
The following table summarizes the Group’s exposure to the interest rate risk:
31.12.2025Effect on Prot / (Loss) before Increase / (decrease) in oating rate Financial assets Financial liabilitiestaxIn bps IN EUR ‘000 IN EUR ‘000 IN EUR ‘000100 - 617 61750 - 308 308-50 - (308) (308)-100 - (617) (617)
31.12.2024Effect on Prot / (Loss) before Increase / (decrease in oating rate) Financial assets Financial liabilitiestaxIn bps IN EUR ‘000 IN EUR ‘000 IN EUR ‘000100 - 248 248 50 - 124 124-50 - (124) (124)-100 - (248) (248)
Foreign currency risk
Foreign currency risk arises when transactions, recognised assets or liabilities are denominated in a currency other than the
functional currency of the respective entity. These exposures arise predominantly from subsidiaries whose operations include
transactions denominated in currencies other than EUR. The Group’s principal foreign currency exposures relate mainly to
movements between EUR and GBP, CHF, HUF, DKK, USD and SGD. The exchange rates applied at the reporting date were as
follows:
Exchange rates used as at 31 December 2025 and as at 31 December 2024 were:
31 December 2025 31 December 2024EUR/GBP 0,8726 0,8292EUR/CHF 0,9314 0,9412EUR/HUF 385,15 410,09EUR/DKK 7,4689 7,4578EUR/USD 1,1750 1,0389EUR/SGD 0,6620 n/a
The following table presents the Group’s sensitivity to a 10% increase and decrease in exchange rates of the relevant foreign
currencies against the functional currencies of the Group entities. The 10% sensitivity rate reects management’s assessment of
a reasonably possible change in foreign exchange rates.
The sensitivity analysis includes only outstanding foreign currency denominated monetary assets and liabilities at the reporting
date and adjusts their translation for a 10% change in exchange rates.
172
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
The Group does not use derivative nancial instruments or hedge accounting to manage foreign currency risk.
A positive amount in the table indicates an increase in prot or loss where the relevant foreign currencies strengthen against the
functional currency. For a weakening of the foreign currencies, there would be an equal and opposite impact on prot or loss.
Non-monetary items, including deferred tax balances, are excluded from the sensitivity analysis.
In EUR mil 31 December 2025Sensitivity to variations in exchange rates CHF/EUR GBP/EUR Other currenciesAssets Increase of 10% in exchange rate (31) (5) (3)Decrease of 10% in exchange rate 31 5 3LiabilitiesIncrease of 10% in exchange rate (14) (10) (3)Decrease of 10% in exchange rate 14 10 3
In EUR mil 31 December 2024Sensitivity to variations in exchange rates CHF/EUR GBP/EUR Other currenciesAssets Increase of 10% in exchange rate (30) (9) (4)Decrease of 10% in exchange rate 30 9 4LiabilitiesIncrease of 10% in exchange rate (4) (5) (1)Decrease of 10% in exchange rate 4 5 1
Credit risk
Credit risk is the risk that a party to a nancial instrument or any contract will fail to meet their obligations. To manage this
risk, the Group assesses the nancial stability of its counterparties and disperses the default risk. The Group has no signicant
concentration of credit risk with any single counterparty and the Group does not expect any counterparty to fail to meet their
obligations.
The maximum Group’s credit risk is represented by the cash and cash equivalents, receivables, nancial assets, and deposits
carrying amount.
Liquidity risk
Liquidity risk is the risk which arises when the maturity of assets and liabilities are not matched and the Company may encounter
difculties in meeting its obligations associated with nancial liabilities that are settled by delivering cash.
173
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
The Group manages its liquidity risk by reviewing its cash needs, investments and funding plans. Therefore, the Group has
comprehensively analysed its cash needs and funding sources (inclusive of subsequent events). Considering that as at 31
December 2025, the Group holds cash and cash equivalents in the amount of € 154,8 million, the Net working Capital position
is positive € 72,2 million and also considering that subsequent to the balance sheet date the Group conducted a capital increase
of € 260 million and has also secured a substantial portion of funding needs for the upcoming material acquisitions (for further
details please refer to note 35 Events after the reporting date), the Group’s management believes that the Group will be able to
settle its liabilities for at least the next twelve months and there is no material uncertainties (as dened in IAS 1 - Presentation
of Financial Statements) exist about its ability to continue as a going concern. In this respect, these Consolidated Financial
Statements are prepared on a going concern basis.
The following tables detail the Group’s remaining contractual maturity for its non-derivative nancial liabilities with agreed
repayment periods. The tables have been drawn up based on the undiscounted cash ows of nancial liabilities based on the
earliest date on which the Group can be required to pay. The table includes both interest and principal cash ows. To the extent
that interest cash ows are oating rate, the undiscounted amount is derived from interest rate curves at the reporting date.
The following are the remaining contractual maturities of nancial liabilities:
IN EUR ‘000 31.12.20250 to 3 3-12 1 - 5 years > 5 years TotalmonthsmonthsTrade payables 5.491 - - - 5.491Other payables and accrued expenses - 106.100 - - 106.100Other liabilities - - 26.662 - 26.662Borrowings 27.647 111.328 376.269 101.809 617.053Lease liability 367 10.884 5.961 26.920 44.132TOTAL 33.505 228.312 408.892 128.729 799.438
IN EUR ‘000 31.12.20240 to 3 1 - 5 3-12 months> 5 years TotalmonthsyearsTrade payables 1.610 - - - 1.610 Other payables and accrued expenses - 18.461 - - 18.461 Other liabilities - - 41.948 - 41.948 Borrowings - 38.930 156.037 95.589 290.556 Lease liability - 315 1.262 28.554 30.131TOTAL 1.610 57.706 199.247 124.143 382.706
174
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
Other risks
Other risks include the general operating risk arising on deciencies related to the Group’s information technology and control
systems as well as the risk of human error and natural disasters, as well as the risk arising from the general economic environment.
Macroeconomic conditions
Macroeconomic risk refers to the potential adverse effects on the Group’s nancial performance and strategic objectives resulting
from changes in the broader economic environment. These risks arise from uctuations in key economic indicators such as
gross domestic product growth, ination rates, interest rates, foreign exchange rates, and unemployment levels. Unfavourable
macroeconomic conditions may lead to reduced investment appetite and consumer spending, increased input costs, tighter
credit markets, and volatility in nancial markets, all of which can negatively impact revenue, protability, and liquidity.
The Group is exposed to macroeconomic risk internationally, considering its broad geographic operations. External shocks—such
as geopolitical tensions, pandemics, or global nancial crises—can amplify these risks and create uncertainty in Group business
performance.
To mitigate macroeconomic risk, the Group conducts proactive nancial and operational strategies, including scenario planning,
cost management, diversication of markets and suppliers, and managing and planning liquidity. The Group also closely monitors
economic trends and policy developments to adapt its business model and investment decisions accordingly.
The most recent outburst of the conict and geopolitical tensions involving Iran, the United States, and Israel have increased
regional instability and contributed to heightened volatility in global nancial and commodity markets. While the ultimate
outcome of the conict remains uncertain, potential impacts include disruptions to supply chains, uctuations in energy prices,
and broader macroeconomic uncertainty that could inuence demand, nancing conditions, and asset valuations. Management
continues to monitor developments closely and will assess any material effects on the Group’s operations, nancial position, and
performance as more information becomes available.
Country risk
Country risk represents the risk that political, legal or economic developments in each jurisdiction could adversely affect the
Group’s nancial performance, position or cash ows. The Group monitors country risk on a regular basis, including through the
analysis of exposures by currency (refer to section Currency Risk of this note).
The Group’s investment activities are primarily concentrated in Europe and US across its business segments. While this
geographic focus provides a relatively stable operating environment, the Group remains exposed to broader geopolitical and
macroeconomic developments, including ongoing conicts in Ukraine and the Middle East, as well as inationary pressures,
interest rate volatility and evolving trade dynamics. In particular the Group is considering this with its planned expansion into
the US.
As a result, country risk is assessed as low for nancial reporting purposes. However, adverse developments in global or regional
conditions may indirectly affect the Group through changes in market sentiment, asset valuations, liquidity conditions and the
operating performance of underlying portfolio companies.
Country risk is considered in the preparation of the consolidated nancial statements, in particular in the valuation of investments
and non-current assets, the measurement of expected credit losses on nancial assets, and the assessment of the recoverability of
receivables and other assets. Forward-looking macroeconomic assumptions, including country-specic factors, are incorporated
into the Group’s valuation models and risk assessments.
Based on the information available at the reporting date, no material direct impact from country risk has been identied. The
Group continues to monitor geopolitical developments and may perform scenario analyses, where appropriate, to assess the
potential impact of adverse changes in economic or political conditions in the jurisdictions in which it operates.
175
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
Risks associated with developments
Investments made by the Group include development and construction projects, such as real estate developments, data center
assets, or other projects that are not yet income generating. These projects are subject to a range of risks, including cost overruns,
construction delays, contractor or supplier defaults, labour or material shortages, design or permitting issues, and adverse
changes in zoning, environmental, or other regulatory requirements. Market conditions may also change during the development
period, resulting in lower than expected demand or valuations upon completion. Because such projects typically do not produce
cash ow until they are completed, any delays or cost increases could materially impair the value of the investment, delay or
reduce distributions to investors, and adversely affect the Group’s overall performance.
Furthermore, to mitigate development risk, the Group will apply robust project management practices, conduct thorough
feasibility and risk assessments, and engage with stakeholders early in the process. Despite these measures, development risk
remains a material factor in the Group’s investment decisions and long-term planning, particularly given the scale, complexity,
and multi-year nature of data center development projects.
Risks associated with developments also include permitting and leasing risk
The permitting risk refers to the potential delays, costs, or project disruptions arising from challenges in obtaining necessary
regulatory, environmental, zoning, or construction approvals required for the contemplated developments. These risks may result
from changes in legislation, evolving regulatory standards, administrative bottlenecks, or opposition from local stakeholders and
interest Groups. Failure to secure permits in a timely manner can lead to postponed project timelines, increased nancing costs,
or even the suspension or cancellation of planned developments.
Given the complexity and variability of permitting processes across jurisdictions, the Group actively engages with regulatory
bodies, legal advisors, and local communities to ensure compliance and facilitate approvals. Risk mitigation strategies include
thorough due diligence, early stakeholder engagement, and maintaining exibility in project planning to adapt to regulatory
changes. Despite these efforts, permitting risk remains a material consideration in the Group’s development pipeline and long-
term strategic planning.
The leasing risk refers to the potential nancial and operational impact arising from challenges in securing tenants for investment
properties, as well as risks associated with tenant defaults, lease terminations, or unfavorable lease conditions.
The Group’s leasing risk is minimal considering that the majority of its portfolio relates to future data centers where the demand
for such infrastructure projects is unparallel to its offering and project developments are launched only where pre-lease is secured.
In the few completed and developed properties the Group actively manages leasing risk through, strategic tenant targeting,
exible lease structuring, and maintaining strong relationships with brokers and tenants. In case of any adverse indicators the
Group may implement other leasing strategies or offer tenant incentives. Despite these measures, leasing risk remains a key
consideration in the Group’s investment and development decisions.
Strategic acquisitions, divestments and joint operations
The Group has engaged in strategic acquisitions, divestments, and joint operations to support its growth, optimize its portfolio,
and enhance operational capabilities. These activities carry inherent risks, including integration challenges, misalignment of
strategic objectives, valuation uncertainties, and potential cultural or operational incompatibilities. Acquisitions may not deliver
anticipated synergies or nancial returns, while divestments could result in the loss of future revenue streams or strategic
assets. Joint operations, particularly in complex infrastructure projects, may expose the Group to shared liabilities, governance
complexities, and differing risk appetites among partners.
To mitigate these risks, the Group conducts thorough due diligence, nancial modelling, and stakeholder analysis prior to
entering into such arrangements. It also implements structured integration plans, clear governance frameworks, and ongoing
performance monitoring.
Volatility in revenue streams
The Group has a signicant portion of variable revenue streams which are either success fee based or arising from provision
of ad hoc services related to transactions. Therefore, considering that these are somewhat opportunistic such revenue streams
are inherently subject to volatility, which arises mainly from uctuations in market demand and uncertainties surrounding
transactions pipeline. Additionally, external factors such as macroeconomic cycles, seasonal demand patterns, and changes
in consumer behavior amplify these uctuations, potentially leading to periods of underperformance or revenue shortfalls. This
176
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
unpredictability can materially affect both the timing and magnitude of cash inows. The Group’s growth and protability will
depend on the Group’s ability to identify and conclude transactions which would generate such revenue streams. There can be
no assurance that the Group will be able to identify and secure such opportunities especially at attractive prices or on favorable
terms and conditions, that would ultimately satisfy its operational needs and generate a stable revenue stream.
Effective management of this volatility requires proactive strategies, including diversication of income sources, rigorous
forecasting with scenario analysis, and real-time monitoring of key performance indicators. Implementing such measures
not only mitigates the risk of destabilizing revenue swings but also fosters resilience, ensuring that organizations can sustain
operations and capitalize on growth opportunities even amid market uncertainties.
Climate-related risk
The Group considers climate-and environmental related matters in estimates and assumptions, where appropriate, and is
closely monitoring relevant changes and developments such as new climate-related legislation. The Group external valuers
assess certain physical climate-related risks as part of their valuation methodology. Where relevant these risks are implicitly
reected in the determination of risk premiums included in capitalization rates, which in turn affect the calculated fair values of
investment properties. The Group acknowledges that transition risks, including regulatory changes related to energy efciency,
power consumption and carbon reduction targets, may have a material impact on assets valuations over the next several years.
The impact of this cannot be measured reliably.
33. Lease maturity analysis
As at 31 December 2025, there was € 2.490 thousand (€ 398 thousand as at 31 December 2024) of rental income derived from
the completed investment property, refer to note 5 – Revenue.
The maturity of the rent charges based on signed lease agreements is as follows:
IN EUR ‘000 31.12.2025 Ofce TotalLess than one year 3.363 3.363Between one and ve years 11.784 11.784Over ve years 22.044 22.044Total 37.191 37.191
IN EUR ‘000 31.12.2024 Ofce TotalLess than one year 2.097 2.097Between one and ve years 7.463 7.463 Over ve years 3.849 3.849Total 13.409 13.409
The Group is the lessee under a long-term land lease for a property located in London with maturity date in year 2120. The
respective lease contains annual lease payment of approximately GBP 261 thousands.
177
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
34. Contingent liabilities and guarantees
The Group is exposed to the following contingent liabilities:
Guarantees issued
- In December 2024, one of the Group’s subsidiaries granted a pledge over tracking shares following the Spanish investment,
in order to secure nancial obligations in relation to a credit facility granted by a commercial bank to a Controlling shareholder
in the amount of up to € 30 million. Which is also guaranteed by the Company. The respective facility has been repaid in
January 2026.
- The Company holds several notes classied as nancial assets at fair value through prot or loss. One of these notes with a
value of GBP 12 million is pledged for the benet of a bank to secure a borrowing of GBP 12 million under a loan agreement
between the bank as lender and the Controlling shareholder as borrower.
- In April 2025 the Company issued a guarantee undertaking to secure any outstanding principal amount and accrued interest
stemming from: (i) up to € 50 million Notes programme which are € 15,5 million subscribed to date and (ii) up to USD 50
million Notes programme which are USD 2,3 million subscribed to date. The respective proceeds from the notes have been
lent back to the Company.
- In June 2025, the Company issued a guarantee in the amount of DKK 100 million in relation to the obligations arising on
energy infrastructure works related to the Danish data center project. The guarantee also continues a commitment to further
increase the guarantee by DKK 145 million (total DKK 245 million) by year 2028.
- In June 2025, and in relation to the acquisition of the company based in the United Kingdom holding a land site in Cambridge
the Company entered into a Guarantee and Indemnity Deed in order to underwrite the obligations of its subsidiaries arising
from the sale and purchase agreement. The potential impact is estimated at the level of the deferred purchase price payment
in the amount which shall not exceed GBP 43,5 million.
- In October 2025, the Stoneweg Global SCSp has issued a letter of comfort in connection with a Project Comedia (Barcelona)
in which it holds an indirect investment. Under this arrangement, the Stoneweg Global SCSp expresses its intention to
support certain obligations of the project entity, with a subscription of up to EUR 10 million of notes issued on 23 October
2025 by a special purpose vehicle. Such letter of comfort has been fully backed by Stoneweg S.A. (part of the Group) for the
same amount and obligations.
- In November 2025, The Platform ICAV – Liffey Sub-Fund (which is indirectly held by Power Invest I SCSP, a joint venture in
the Group which serves as an indirect holding vehicle for The Platform ICAV) signed a senior facility agreement with a UK-
based nancial institution to nance the development of Kildare Innovation Campus for a total amount up to € 340 million.
The facility agreement has a maturity of 30 months with a possibility of extension to 36 months (i.e., until December 2028).
The Company acts as a sponsor of such nancing and is acting as a guarantor under a Cost Overrun Guarantee and the
Debt Service Guarantee, which is capped at € 14 million.
The Group’s total exposure relating to guarantees amounts to € 148 million.
178
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
Other contingent liabilities
- In October 2025 the Company entered into a promote whereby the beneciaries will be entitled to 10% of any net prot
realized by the Company in relation to selected revenues realized. The selected revenues primarily relate to revenues
generated by Stoneweg Global Platform and IAM. Some of the beneciaries of this promote are considered key management
personnel. As of the reporting date no liability was arising on the basis of this agreement.
- In November 2025, the Stoneweg group had entered into a share purchase agreement for the acquisition of ITERAM Capital
SA, Geneva, Switzerland, a Swiss-based regulated alternative asset manager. Completion of the transaction remains
subject to the fullment of customary closing conditions, including regulatory approvals and other contractual requirements.
At the reporting date, as control of the entity has not yet transferred to the Group, the transaction does not meet the criteria
for recognition as a business combination under IFRS 3 Business Combinations at the reporting date.
- In December 2025, SWI Digital a fully owned Group subsidiary, as purchaser, and the Company, as guarantor, entered into
an Option and Share Purchase Agreement pursuant to which SWI Digital was granted the right to acquire 100% of the
issued share capital of a private holding company, which holds interests in a US based global bitcoin mining company (to
be converted to HPC). The aggregate purchase price for the transaction is USD 170 million. In February 2026 the respective
option was exercised (for more details please refer to note 35 Events after the reporting date).
- Several investment properties have been pledged by customary security packages in relation to bank nancings. These
include: the London ofce, the Schönried project and the Symphony ofce. Furthermore, some of the assets underlying the
investments in joint ventures and associates are backed by secured nancing and customary security package including
amongst other share pledges and mortgage deeds over the underlying assets. These include: Kildare Innovation Campus;
SERT shares and assets held by SIULF.
- In December 2025, the Company entered into a secured nancing agreement for an amount of € 60 million. The loan is
amongst other collateralized with several Group assets and shares of subsidiaries.
- The Company provided nancial support letters to several subsidiaries including AiOnX SCSp (previously IDC SCSp).
35. Events after the reporting date
After the reporting date the following material events have occurred:
- In December 2025, SWI Digital a fully owned Group subsidiary, as purchaser, and the Company, as guarantor,
entered into an Option and Share Purchase Agreement pursuant to which SWI Digital was granted the right to
acquire 100% of the issued share capital of a private holding company which holds interests in a US based global
bitcoin mining company (to be converted to HPC) currently drawing 645 MW of grid capacity for operations,
while beneting from a total of 1,3 GW of secured and energized grid connections predominantly across the US.
On 1 February 2026, SWI Digital exercised the Option by delivery of an Option Exercise Notice in the agreed form. On
the same date, the parties also entered into a deed of amendment and restatement of the Share Purchase Agreement,
which, inter alia, amended the Completion Date for the purchase to 30 June 2026. Following valid exercise, SWI Digital is
committed to acquire all (and not some only) of the issued share capital, with full title guarantee and free from encumbrances.
Completion of the acquisition is conditional upon obtaining approval under the Swedish foreign direct investment regime
administered by the Swedish Inspectorate of Strategic Products, or conrmation that no such approval is required.
Furthermore in February 2026 the same Group subsidiary entered into a binding agreement to acquire additional interests
in the same US based Bitcoin miner (to be transformed into HPC).
The aggregate purchase price for both tranches of acquisition is USD 500 million. Upon completion of both transactions,
the Group is expected to hold an aggregate 77,2% by value of the USD 1.124 bn liquidation preference attaching to the
preferred share classes, and an approximate 38,3% of the total shareholding (with a majority of the aggregate preference
shares and a considerable number of reserve matters) in the US based Bitcoin miner.
179
SWI Capital Holding Ltd.
(previously Icona Asia Pacic Holding PTE. Ltd. and SWI Capital Holding PTE. Ltd.)
Notes to the consolidated nancial statements - Continued
- In February, 2026, a fully owned subsidiary of the Group has agreed to acquire a majority stake in Polarise GmbH, a European
NVIDIA Cloud Preferred Partner.
This transaction contemplates (i) an initial equity acquisition of approximately 30% of the platform for an aggregate
consideration of €10 million, (ii) the acquisition by SWI of a 50% equity interest in a subsidiary operating entity of the
platform for an aggregate consideration of up to € 10 million, and (iii) a binding commitment by SWI to invest an additional
€100 million of equity capital over a ve-year period following completion, representing approximately 20% of the platform’s
agreed enterprise value of €500 million. As a result of the implementation of these steps and the related governance
arrangements, SWI Digital is expected to hold an aggregate economic and voting interest equivalent to 50% plus one share
of the platform at the relevant holding and operating entity levels, in accordance with the agreed transaction structure.
This transaction further establishes a real estate joint venture framework, pursuant to which SWI has committed up to €1
billion of equity capital to support the expansion of data cente and related infrastructure assets subject to approval of SWI.
- The Company was converted from a private company to a public company limited by shares pursuant to a special resolution
passed on 30 January 2026 and the Constitution was amended accordingly. In connection with this, the Company changed
its name from SWI Capital Holding Pte. Ltd. to SWI Capital Holding Ltd. Subsequently, the Company was admitted to listing
and trading on 19 February 2026 on Euronext Amsterdam under the ticker SWICH.
- In March 2026, the Company implemented a private placement in the aggregate amount of € 260 million. The shares were
placed at € 5,20 per share. As a result 50 million shares were issued evenly between the Group’s founder, Mr. Max-Hervé
George, and a co-investor Aliya Fund limited.
Under the terms and conditions for these private placements, each of the investors was granted a conditional right to
partially redeem their capital on a special liquidity event (linked to the US Bitcoin miner (to be transformed into HPC)).
- On 25 March 2026, Stoneweg Europe Stapled Trust (“SERT”), through its business trust, Stoneweg European Business Trust
(“SEBT”), made an additional investment of € 50 million in AiOnX, the Group’s European data center development platform,
by way of a mandatory convertible loan (“MCL”).
- The MCL carries a xed coupon of 7.25% per annum, payable semi-annually in cash, and is cumulative in nature. The
instrument is unsecured and ranks senior to all distributions to holders of ordinary equity in AiOnX.
The MCL has a maturity of seven years from March 2026 and will mandatorily convert into ordinary equity of AiOnX at a
discount, subject to a maximum multiple on invested capital (MOIC) of 2.0x. The instrument may be converted earlier at the
option of either the issuer or the investor under certain conditions. In addition, the MCL includes customary anti-dilution
protection features.
The transaction is considered a non-adjusting event after the reporting period and, accordingly, no adjustment has been
made to the consolidated nancial statements.
In addition to the previously mentioned MCL issuance the Group had raised an additional € 74,5 million as combination of
debt and equity (on subsidiaries level) in the rst quarter of 2026. This was used to rearrange the debt structure at Group
level, resulting in the repayment and replacement of the equity notes and existing borrowings at Company and subsidiaries
level.
Guarantees issued
- On 27 February 2026, Stoneweg Global SCSp entered into a Funding Commitment Letter in favour of a nancing institution
in connection with the nancing of Madrid Playa Surf S.L., with the Wave Park Project with a contractual expiry date in
2031. The maximum exposure of the Fund under this arrangement amounts to € 23,250 thousand which amount is to be
increased by any unpaid accrued interests at the relevant call notice date.
- In March 2026 the Company entered into a guarantee undertaking to guarantee the obligations of a securitisation vehicle for
up to € 80 million notes programme under two separate series. The subscription process for the respective notes programme
is ongoing and amounts to € 35,7 million. A portion of the respective proceeds from the notes amounting to € 19,8 million
have been lent back to the Company (as per the previous note above with regards to new funding secured).
Other than the above, there are no further material subsequent events which require disclosure in these consolidated nancial
statements.
180
Independent Auditor’s Report
Deloitte Audit
Société à responsabilité limitée
20, Boulevard de Kockelscheuer
L-1821 Luxembourg
Tel: +352 451 451
www.deloitte.lu
Société à responsabilité limitée au capital de 360.000 €
RCS Luxembourg B67.895
Autorisation d’établissement 10022179
© Deloitte Audit, SARL
To the Board of Directors of
SWI Capital Holding Ltd.
36 Robinson Road, #20-01
City House, Singapore 068877
REPORT OF THE RÉVISEUR D’ENTREPRISES AGRÉÉ
Opinion
We have audited the consolidated financial statements of SWI Capital Holding Ltd. (previously Icona Asia Pacific
Holding PTE. Ltd. and previously SWI Capital Holding PTE. Ltd.) and its subsidiaries (the “Group”), which comprise the
consolidated statement of financial position as at 31 December 2025, and the consolidated statement of profit or loss
and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash
flows for the year then ended, and notes to the consolidated financial statements, including material accounting
policy
information and other explanatory information.
In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated
financial position of the Group as at 31 December 2025, and of its consolidated financial performance and its
consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards as adopted in the
European Union.
Basis for Opinion
We conducted our audit in accordance with the Law of 23 July 2016 on the audit profession (Law of 23 July 2016) and
with International Standards on Auditing (ISAs) as adopted for Luxembourg by the Commission de Surveillance du
Secteur Financier (CSSF). Our responsibilities under the the Law of 23 July 2016 and ISAs as adopted for Luxembourg
by the CSSF are further described in th
e “Responsibilities of the “réviseur d’entreprises agréé” for the Audit of the
consolidated financial statements” section of our report. We are also independent of the Group in accordance with
the International Code of Ethics for Professional Accountants, including International Independence Standards, issued
by the International Ethics Standards Board for Accountants (IESBA Code) as adopted for Luxembourg by the CSSF
together with the ethical requirements that are relevant to our audit of the consolidated financial statements, and
have fulfilled our other ethical responsibilities under those ethical requirements. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our opinion.
Other information
The Board of Directors is responsible for the other information. The other
information comprises the information
stated in the consolidated annual report including the board report but does not include the consolidated financial
statements and our report of the “réviseur d’entreprises agréé” thereon.
181
Our opinion on the consolidated financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the consolidated
financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based
on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report this fact. We have nothing to report in this regard.
Responsibilities of the Board of Directors and Those Charged with Governance for the consolidated financial
statements
The Boar
d of Directors is responsible for the preparation and fair presentation of these consolidated financial
statements in accordance with IFRS Accounting Standards as adopted in the European Union, and for such internal
control as the Board of Directors determines is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the Board of Directors either intends to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group’s financial reporting process.
Responsibilities of the “réviseur d’entreprises agréé” for the Audit of the consolidated financial statements
The objectives of our audit are to obtain reasonable assurance about whether the consolidated financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue a report of the “réviseur
d’entreprises agréé” that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with the Law of 23 July 2016 and with ISAs as adopted for
Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, in
dividually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF,
we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
182
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the Board of Directors.
Conclude on the appropriateness of Board of Directors’ use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our report of the “réviseur d’entreprises agréé” to the
related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify
our opinion. Our conclusions are based on the audit evidence obtained up to the date of our report of the
“réviseur d’entreprises agréé”. However, future events or conditions may cause the Group to cease to continue
as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the
disclosures, and whether the consolidated financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities and business
activities within the Group to express an opinion on the consolidated financial statements. We are
responsible for the direction, supervision and performance of the Group audit. We remain solely responsible
for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding
independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or
safeguards applied.
For Deloitte Audit, Cabinet de révision agréé
Signed on the original: David Osville, Réviseur d’entreprises agréé
Partner
29 April 2026
Additional Information
03
184
Additional Information
Glossary
In this Annual Report the following denitions apply:
AiOnX AiOnX SCSp
Adjusted NAV
NAV attributable to the owners of the parent company (see section denitions of Alternative
performance measures)
AFM The Dutch authority for the Financial Markets
AGM The Company’s annual general meeting of shareholders
APM Alternative performance measure
Audit Committee The audit committee of the Board
AUM Assets Under Management
Board The Company’s board of directors
BREAM Building Research Establishment Environmental Assessment Method
CEO Chief Executive Ofcer
CFO Chief Financial Ofcer
Code The Company’s Group Code of Conduct and Ethical Governance Framework
Companies Act The Companies Act 1967 of Singapore
Company
SWI Capital Holding Ltd. (previously SWI Capital Holding PTE. Ltd and previously Icona Asia Pacic
Holding Pte. Ltd.)
Director A member of the Board
EPS Earnings per share
ESG Environmental, social and governance
FY2025 The Company’s nancial year ending 31 December 2025
GAV Gross Asset Value
GRESB Global Real Estate Sustainability Benchmark
Group The Company and its consolidated subsidiaries
HPC High performance computing
LEED Leadership in Energy and Environmental Design
MAR The Market Abuse Regulation (EU) 596/2014
NAV Net Asset Value (see section denitions of Alternative performance measures)
Net LTV Net Loan-to-Value (see section denitions of Alternative performance measures)
NCP NVIDIA Cloud Partner
SERT Stoneweg Europe Stapled Trust
Stoneweg group Stoneweg Global Platform SCSp and Stoneweg S.A. jointly with their subsidiaries
Singapore Governance Code The Singapore Code of Corporate Governance
SWICH SWI Capital Holding Ltd. ticker on Euronext Amsterdam (ISIN: SGXPZ11CH7U7)
Controlling shareholder Max-Hervé George
Undated Equity Notes Has the meaning given on page 154
VARN Varia US Properties AG
Warrant Agreement Has the meaning given on page 9
185
Denitions of Alternative performance measures
(a) NAV (excl. deferred tax) - is calculated as the Equity attributable to owners of the parent company plus the amount
of the Non-controlling interests increased by the Deferred tax liabilities as such items are presented on the face of the
statement of nancial position.
(b) Adjusted NAV or NAV attributable to the owners of the parent company (excl. deferred tax) – is calculated as Equity
attributable to owners of the parent company as presented on the face of the statement of nancial position increased
by the portion of Deferred tax liabilities attributable to the owners of the parent company.
(c) Adjusted NAV/share or NAV attributable to the owners of the parent company (excl. deferred tax)/share - means NAV
attributable to the owners of the parent company divided by the number of the Company’s shares in issue on the balance
sheet date and in particular it indicates the NAV attributable to the owners of the parent company excl. deferred tax per
share, which is one of key nancial indicators of the Company value.
(d) Net Debt - is calculated as the total Borrowings net of Cash and cash equivalents and Long term deposits.
(e) Total Investments, net - is calculated as Investments in associates and joint ventures, plus Investments in nancial
assets, plus Investment property excluding Rights of use of asset, reduced by costs directly attributable to the value of
such assets (including Provisions, net of Contract Assets and outstanding Land purchase commitments).
(f) Net LTV or Net loan-to-value ratio - presented as a percentage, and is calculated as Net Debt divided by Total
Investments, net, multiplied by 100.
(g) Gearing Ratio – presented as a percentage is calculated as Net Debt divided by Total equity, multiplied by 100.
(h) Total debt to Total Assets – presented as a percentage is calculated as Total liabilities (excl. deferred taxes) divided by
Total Assets, multiplied by 100.
186
Reconciliation of APMs with the Financial Statements
Considering that the APMs are non-IFRS measures, the reconciliations with the IFRS nancial statements is as follows:
APM Financial Statements reconciliation
Equity attributable to owners of the parent company Aligned to the Statement of Financial Position
Non controlling interests Aligned to the Statement of Financial Position
Deferred tax liabilities Aligned to the Statement of Financial Position
= NAV (excl. deferred tax)
Equity attributable to owners of the parent company Aligned to the Statement of Financial Position
Deferred tax liabilities attributable to the owners of
the parent company
(1)
Relevant share of Deferred tax liabilities pertaining to the parent
company
1
= Adjusted NAV or NAV attributable to the owners of the parent company (excl. deferred tax)
No. shares Aligned to notes to the Financial Statements
Adjusted NAV/share or NAV attributable to the
owners of the parent company (excl. deferred tax) /
share (in €)
NAV attributable to the owners of the parent company excl. deferred tax
divided by no. shares
Investments in associates and joint ventures Aligned to the Statement of Financial Position
Investments in nancial assets
Aligned to the Statement of Financial Position (total of current and non-
current)
Investment property Aligned to the Statement of Financial Position
Right of use of assets
Aligned to notes to the Financial Statements
(and as included in investment property)
Provisions Provisions as presented in the Statement of Financial Position
Land purchase commitments
Sum of Land purchase accruals and Land purchase commitments as
presented in notes to the Financial Statements
Total investments, net
Borrowings
Aligned to the Statement of Financial Position (total of current and non-
current)
Cash and cash equivalents Aligned to the Statement of Financial Position
Long term deposits Aligned to the Statement of Financial Position
Total debt, net
Net Loan to Value Total debt, net divided by Total investments, net
Total Equity Aligned to the Statement of Financial Position
Gearing ratio Net Debt divided by Total equity
Total Assets Aligned to the Statement of Financial Position
Total liabilities (excl. deferred taxes)
Total liabilities increased by Deferred taxes – as aligned to the Statement
of Financial Position
Total debt / Total Assets (*) Total liabilities (excl. deferred taxes) divided by Total Assets
(1)
“Deferred tax liabilities attributable to the owners of the parent company” represents the Group’s share of the total “Deferred tax liabilities” balance presented on
the face of the consolidated statement of nancial position. The total deferred tax liability is disaggregated between amounts attributable to equity holders of the
parent and to non-controlling interests by applying the relevant ownership interests at the level of each consolidated special purpose vehicle as at the reporting date.
The resulting amount attributable to the owners of the parent corresponds to the “Relevant share of Deferred tax liabilities as presented in the Statement of Financial
Position pertaining to the parent company” used in the APM reconciliation.
187
Key Contacts
REGISTERED OFFICE:
36 Robinson Road, #20-01,
City House, Singapore 068877
CONTACT:
info@swi.com
16 Grand rue L-1660 Luxembourg
www.SWI.com
188
Forward-looking statement disclaimer
This document contains forward-looking statements, which are statements that are not historical facts and that reect the
Company’s beliefs and expectations with respect to future events and nancial and operational performance. These forward-
looking statements involve known and unknown risks, uncertainties, assumptions, estimates and other factors, which may
be beyond the control of the Company and which may cause actual results or performance to differ materially from those
expressed or implied from such forward-looking statements, which should therefore be treated with caution. Nothing contained
within this document is or should be relied upon as a warranty, promise or representation, express or implied, as to the future
performance of the Company or its business. Any historical information contained in this statistical information is not indicative
of future performance. The information contained in this document is provided as of the dates shown and, except as required
by law, the Company assumes no obligation to publicly update or revise any forward-looking statements, whether as a result
of new information or for any other reason. Nothing in this document should be construed as legal, tax, investment, nancial, or
accounting advice, or solicitation for, or an offer to, invest in the Company. No statement in this communication is intended to be
a prot forecast.
391200TF46LFEOGZR6922025-01-012025-12-31391200TF46LFEOGZR6922024-08-272024-12-31391200TF46LFEOGZR6922025-12-31391200TF46LFEOGZR6922024-12-31391200TF46LFEOGZR6922024-12-31ifrs-full:IssuedCapitalMember391200TF46LFEOGZR6922025-01-012025-12-31ifrs-full:IssuedCapitalMember391200TF46LFEOGZR6922025-12-31ifrs-full:IssuedCapitalMember391200TF46LFEOGZR6922024-12-31ifrs-full:RetainedEarningsMember391200TF46LFEOGZR6922025-01-012025-12-31ifrs-full:RetainedEarningsMember391200TF46LFEOGZR6922025-12-31ifrs-full:RetainedEarningsMember391200TF46LFEOGZR6922024-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember391200TF46LFEOGZR6922025-01-012025-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember391200TF46LFEOGZR6922025-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember391200TF46LFEOGZR6922024-12-31SWI:HybridCapitalMember391200TF46LFEOGZR6922025-01-012025-12-31SWI:HybridCapitalMember391200TF46LFEOGZR6922025-12-31SWI:HybridCapitalMember391200TF46LFEOGZR6922024-12-31ifrs-full:EquityAttributableToOwnersOfParentMember391200TF46LFEOGZR6922025-01-012025-12-31ifrs-full:EquityAttributableToOwnersOfParentMember391200TF46LFEOGZR6922025-12-31ifrs-full:EquityAttributableToOwnersOfParentMember391200TF46LFEOGZR6922024-12-31ifrs-full:NoncontrollingInterestsMember391200TF46LFEOGZR6922025-01-012025-12-31ifrs-full:NoncontrollingInterestsMember391200TF46LFEOGZR6922025-12-31ifrs-full:NoncontrollingInterestsMember391200TF46LFEOGZR6922024-08-26ifrs-full:IssuedCapitalMember391200TF46LFEOGZR6922024-08-272024-12-31ifrs-full:IssuedCapitalMember391200TF46LFEOGZR6922024-08-26ifrs-full:RetainedEarningsMember391200TF46LFEOGZR6922024-08-272024-12-31ifrs-full:RetainedEarningsMember391200TF46LFEOGZR6922024-08-26ifrs-full:EquityAttributableToOwnersOfParentMember391200TF46LFEOGZR6922024-08-272024-12-31ifrs-full:EquityAttributableToOwnersOfParentMember391200TF46LFEOGZR6922024-08-26ifrs-full:NoncontrollingInterestsMember391200TF46LFEOGZR6922024-08-272024-12-31ifrs-full:NoncontrollingInterestsMember391200TF46LFEOGZR6922024-08-26iso4217:EURiso4217:EURxbrli:shares