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Agility

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Chapter 1: Letter from the CEO

Chapter 1:

Letter from the CEO

Agility

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Chapter 1: Letter from the CEO

Dear Shareholders and Investors:

As approved in our Annual General Shareholders’ Meeting on January 31, 2025, Agility Real Estate has

now completed its rebranding as Agility Capital Holding Inc. (see www.agility.capital), including on the

Euronext under the trading symbol AGIL. The rationale for rebranding was that real estate now reflects

only one of two parts of the Group’s business model which is now fully unfolded as follows: 1) We invest

to reposition real estate that is no longer optimized for best use, with a continued focus on our traditional

markets in which we are highly experienced, but with a likely eventual and cautious opening up to new

geographies; and 2) We invest in and provide advisory services to pre-Series A restaurant companies in the

United States with a unique strategy as fully described below in this letter. We also continue to operate our

legacy hospitality businesses, but now consider ourselves as repositioned for the future. The Group will

have more to say about its model as we advance, but we are pleased to share recent, material progress under

the three “Our Holdings” sections below.

The below summarizes the Group’s performance for the year ended December 31, 2024.

1. CHANGES IN PERFORMANCE IN 2024

In summary, Group revenue from continuing businesses increased by $1.6 million or 10.2%, while adjusted

EBITDA increased by $28 thousand or 1%. Consolidated Profit from continuing operations for the period

is $472 thousand, a reduction of $869 thousand or 64.8% as compared with 2023 results. The gain in

revenue and EBITDA was offset by higher interest and financing costs, higher depreciation and

amortization expenses and lower other gains.

On the balance sheet: Gross debt as of December 31, 2024 decreased to $9.2 million from $11 million as

compared to December 31, 2023; and Net debt reduced to $4.5 million as compared to $7.8 million over

the same period. Approximately $4.0 million of our Net debt is comprised of Obligations under leases and

hire purchase contracts, meaning what are traditionally known as net borrowings are less than $2.9 million.

We are clearly stabilized, albeit at low levels of capitalization. We may now seek alternative ways to

capitalize and these initiatives are described herein as well.

2. OUR REAL ESTATE HOLDINGS

Here is our material progress as of the date of publication of this 2024 Annual Report:

Hotel-to-Condominium Conversion: As of December 31, 2024, the Group has sold 66 of its 66

condominium units in Miraflores in Lima, Peru. Total sales of all units and related parking exceeded $11

million, from which approximately $2.5 million in gains are reflected between 2023 and 2024. Please refer

to Note 12, Assets classified as held for sale and Discontinued Operations.

Office-to-Condominium Conversion: Given the performance of the hotel conversion into condominium

apartments, the Group made the decision to convert its adjacent 7,936 m2 office complex into 71

condominium apartments with 40 mini store rooms and 78 parking spaces (includes parking for visitors).

As of the date of publication of this 2024 Annual Report, we have secured master plan permits that allow

the Group to pre-sell units and have pre-sold 20 apartments for approximately $2.6 million. The

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Chapter 1: Letter from the CEO

construction budget is now forecasted to be approximately $3.5 million, the value of to-be-sold property

approximately $12 million and the project to be fully delivered and sold between late 2026 and early 2027.

We are now waiting for the approval of final construction plans and related permits. The development

continues to have active office tenants, but we foresee terminating all leases within 2025 and commencing

construction to convert the offices into condominiums by year-end 2025. All estimates are subject to further

work and analysis. The Group will keep shareholders apprised.

New Office Building Lease-to-Acquisition: The Group has recently leased a fully finished 8-story, 1,819

m2 office building adjacent to Kennedy Park in the heart of Miraflores in Lima, Peru. The building is in

impeccable condition, but unoccupied and distressing on the landlord-seller. The Group has an option to

purchase the building for just $1.9 million, materially below market rate, between now and the second half

of 2026. Agility will pursue this development in three phases: A) Reposition the offices for a combination

of flexible and long-term tenants, which are the mix in our existing office complex; B) Move tenants from

our existing complex to this proximate complex as construction for condo conversion commences; and C)

Once occupancy is stabilized, complete the acquisition and plan for longer-term property repositioning. We

believe this development may open up adjacent opportunities.

3. OUR U.S. RESTAURANT HOLDINGS

The Group is pleased to provide further detail to its U.S. restaurant investment strategy as well as to

announce its recent acquisitions. Please first note the following context for our approach: A) Leaders of

restaurant categories often earn as much income as their next 7-9 direct competitors combined; B) Publicly

traded restaurant category leaders can have PE multiples that compare to those of the Mag 7; C) New

categories are always emerging, albeit in different states of category maturation; D) The reason that many

restaurants perform poorly is that the leaders earn the lion’s share of income; and E) There is virtually no

organized, institutional capital available for pre-Series A restaurant companies—even for those that might

be properly positioning to pursue still emergent, yet leaderless new categories.

Our Development Strategy: Agility Capital is setting up parallel investment and accelerator subsidiary

operating companies that have the following joint goals: A) Identify emergent, leaderless restaurant

categories; B) Invest in holding companies that own the intellectual property and development rights for

early-stage brands with anywhere from $500 thousand to approximately $20 million in revenue (taking

both majority or minority stakes with strong minority rights) that are operating within or near adjacent to

the target categories; C) Build and employ a growing accelerator team of industry leaders who have the

potential to guide the holding companies into early leadership positions; D) Pursue formats that have the

potential to achieve 20% 4-wall net operating incomes—those of the highest PE multiple publicly traded

restaurant companies; and E) Exit at Series A or remain invested on a case-by-case basis, always evaluating

what is in the best interest of shareholders.

Our Recent Acquisitions: The Group is pleased to announce that as of the date of publication of this 2024

Annual Report that it has now invested in 11 brands via three holding companies located in the NYC area,

the Washington DC area and in Texas. Those holding companies will spend much of 2025 and early 2026

consolidating the positioning of their current models to best fit the conditions required to emerge as leaders

of categories that are themselves emergent. Please note that all but 3 of the brands are fast casuals. The

Group has decided that it is in the best interest of shareholders to withhold the names of the brands, but will

begin to provide more financial information and highlights in its 2025 half year Report.

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Chapter 1: Letter from the CEO

4. OUR LEGACY HOSPITALITY & REAL ESTATE HOLDINGS

Legacy Hospitality Operations & Related Real Estate: As of the publication date of this 2024 Annual

Report, the Group continues to own a 56% interest in a Nicaraguan holding company that owns the

following assets: i) Gaming: Six gaming venues with a combined approximately 685 gaming positions; and

ii) Real Estate: Approximately 17,506 m2 of land divided among 5 parcels, and some with tenant

improvements are more fully detailed on page 9. At this time, the Group has no news vis-à-vis these assets,

accept that they continue to perform strongly as you will note on pages 9 and 10.

5. OTHER DEVELOPMENT OBJECTIVES

Financial Services: The Group is pursuing the development of a financial services business to support our

investees and accelerator clients, as well as to support our real estate platform. Again, we will inform

shareholders if and as there are advances in this area.

Capital Constraints: The Group has a limited amount of capital to pursue opportunity sets with material

upside and in which the Group has serious competitive advantages. In this regard, the Group is evaluating

ways to raise additional capital that are both non-dilutive to shareholders and do not require a material re-

levering of the company. Funding mechanisms may include private placements and/or the development of

funds at subsidiary levels. We will inform shareholders if and as there are advances in this area.

6. OTHER DEVELOPMENTS

To pursue its development agenda, the Group will step-by-step need to expand its senior team.

Conversations are ongoing and we expect announcements in coming periods. We do expect an increase in

Corporate Expense as we ramp up new investments. In preparation for team building, the Board of Director

has approved that the Group may offer options to current and new executives as follows:

• During 2025: A maximum of 74,617 stock options at an average exercise price of $2.90

• During 2026: A maximum of 82,078 stock options at an average exercise price of $3.50

• During 2027: A maximum of 90,286 stock options at an average exercise price of $4.00

Finally, please note that as of the date of publication of this 2024 Annual Report, the Group has repurchased

over 11% of its issued and outstanding shares, which are now custodied in its treasury.

We looking forward to keeping you apprised of our activities.

Peter LeSar

Chief Executive Officer

April 30, 2025

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Chapter 2: 2024 Overview and Updates

Chapter 2:

2024 Overview

and Updates

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Chapter 2: 2024 Overview and Updates

Our Operations and Real Estate

As of December 31, 2024, the Group owned the following real estate:

Note: Please see the CEO Letter and Subsequent Events for information on changes to the Peru office complex.

Group Overview for 2024

Below is our consolidated profit / (loss) summary for the twelve months ended December 31, 2024, as

compared with the same period of 2023. In summary, Group revenue increased by $1.6 million or 10.2%,

while adjusted EBITDA increased by $28 thousand or 1%. Consolidated Profit for the period is $472

thousand, a reduction of $869 thousand or -64.8% as compared with 2023 results.

Amounts in Thousands of USD

Country Property Type of Real Estate Type of Property Area in m2 TRI Ownership

Peru

Office Complex Mixed use building Income producing 7,936 100%

Nicaragua

Warehouse & Other Offices Office building Non-income producing 1,410

Administrative Offices Office building Income producing 890

Pharaohs Bolivar Gaming Income producing 1,242

Pharaohs Chinandega Gaming Income producing 832

Carretera a Masaya Land Income producing 13,132

25,442

56%

Total

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Chapter 2: 2024 Overview and Updates

Group debt: Below is the Group’s Gross debt and Net debt on December 31, 2024. Please note that as of

2021 and based on IFRS 16, the Group is now required to account for the net present value of real estate

operating lease contracts as Obligations under leases and hire purchase contracts.

(In thousands)

2024 2023

Variance

change

Net gaming wins 13,466$ 12,260$ 1,206$ 9.8%

Food and beverage sales 2,743 2,331 412 17.7%

Hospitality and other sales 859 894 (35) -3.9%

Total revenues 17,068 15,485 1,583 10.2%

Promotional allowances 861 678 183 27.0%

Property, marketing and administration 11,750 10,220 1,530 15.0%

Property EBITDA

4,457 4,587 (130)

-2.8%

Corporate expenses 1,655 1,813 (158) -8.7%

Adjusted EBITDA

2,802 2,774 28 1.0%

Property EBITDA as a percentage of revenues 16.4% 17.9%

Depreciation and amortization 1,338 1,077 261 24.2%

Interest and financing costs, net 1,036 808 228 28.2%

Project development - 42 (42) -100.0%

Foreign exchange (gain) / loss (514) 164 (678) -413.4%

Other (gains) / losses (540) (1,961) 1,421 -72.5%

Loss / (gain) from equity investee 43 (242) 285 -117.8%

Income taxes 967 1,545 (578) -37.4%

Profit / (loss) for the period from continuing operations 472$ 1,341$ (869)$ -64.8%

Twelve months ended

December 31,

(In thousands)

Dec-24 Dec-23

Borrowings 5,285$ 7,879$

Obligations under leases and hire purchase contracts 3,958 3,079

Gross Debt 9,243$ 10,958$

Less:

cash and cash equivalents (excludes restricted cash)

4,753 3,127

Net Debt 4,490$ 7,831$

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Chapter 4: Management Compliance Statement

The management of risks, internal controls, integrity and compliance forms an integral part of the business

management within the Group and continues to be strengthened and embedded into the Group’s business

objectives setting processes and its operations. It also documents the necessary disclosures as required by

Management under the most recent best practice provisions of the EU Transparency Directive as incorporated

in the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht).

THE GROUP’S APPROACH TO RISK MANAGEMENT, INTERNAL

CONTROL, AND COMPLIANCE INTERNAL CONTROL OVER

FINANCIAL REPORTING

Implement technology-based infrastructure and controls. The Group’s technology-based infrastructure and

controls include, but are not limited to the following:

• Daily and per-shift reporting and reconciliation of casino gaming activities;

• Daily drop and win reports by game type and slot type and denomination, as well as food and

beverage sales;

• Weekly closing cycles for basic reconciliations and reporting of cash positions;

• Monthly income statements versus budgets by casino property, as well as reviews of capital

expenditures and cash position;

• High quality, interlinked communication and monitoring systems to allow real-time monitoring of

operations, which permits us to market the Group’s facilities, and manage the Group’s people and

assets, more effectively;

• Country-level accounting with budget compilation and variance reporting at the property and country

levels;

• Daily, detailed sales reports compared to budgets for all pertinent gaming and hospitality sales; and

• Digital surveillance, online slot security systems, online liquor inventory control and custom cash

management systems.

The Group’s internal controls in each country are monitored by the Group’s principal operations office for

that country. We implement similar standards in each of the Group’s properties to ensure consistency in

security of assets and protection against theft. In addition, in many of the Group’s operations,

communication and monitoring systems (such as the Group’s point of sale monitoring system) provide the

ability to monitor cash inflows on a real-time basis. We believe that operating the Group’s properties using

a consistent, high standard of controls provides us with a higher-quality operation, and we believe that the

Group’s patrons recognize that higher quality.

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Chapter 4: Management Compliance Statement

RISK MANAGEMENT

For more detail on Risk Factors, see Chapter 8 of this Annual Report.

MANAGEMENT STATEMENT ON “GOING CONCERN”

Management has reviewed their plan with the Directors and has collectively formed a judgment about the

Going Concern of the Group. In arriving at this judgment, Management has prepared the cash flow

projections of the Group. Directors have reviewed this information provided by Management and have

considered the information in relation to the financing uncertainties in the current economic climate, the

Group’s existing commitments and the financial resources available to the Group. Specifically, Directors

have considered: (i) there are limited sources of new financing available to the Group; (ii) the Group has

limited trading exposures to our local suppliers and retail customers; (iii) other risks to which the Group is

exposed, the most significant of which is considered to be regulatory risk; (iv) sources of Group income,

including management fees charged to and income distributed from its various operations; (v) cash

generation and debt amortization levels; (vi) fundamental trends of the Group’s businesses; (vii) ability to

re-amortize and unsecured lenders; and (vii) level of interest of third parties in the acquisition of certain

operating assets, and status of genuine progress and probability of closing within the Going Concern period.

The Directors have also considered these critical factors that might affect continuing operations:

Special Resolution: On September 21, 2016, the Group’s shareholders approved a special resolution that,

among other items, authorized the Board of Directors of the Corporate to sell “any or all remaining assets

of the Corporation in such amounts and at such times as determined by the Board of Directors.” This

resolution facilitates the sale of any one or any combination of assets required to support maintaining of a

Going Concern by the Group.

Corporate Expense and Cash Flow: Corporate expense has decreased materially in recent years but still

must accommodate for compliance as a public company.

Liquidity and Working Capital: As of the date of publication of this 2024 Annual Report, the Group

forecasts to operate with higher levels of reserves and working capital than in recent years, but to create a

healthy level of working capital reserves for periods beyond the Going Concern period may require the sale

of additional assets.

The Group is in a solid position to sustain Going Concern as of the publication date of this 2024 Annual

Report. Below are other events that could support increased liquidity and reduced risk of Going Concern

The Group has made the decision to convert its 7936 m2 of offices into 71 condominium apartments: Given

the performance of the hotel conversion into condominium apartments, the Group made the decision to

convert its 7936 m2 office complex into 71 condominium apartments with 40 mini store rooms and 78

parking spaces (includes parking for visitors). As of the date of publication of this 2024 Annual Report,

we have secured master plan permits that allow the Group to pre-sell units and have pre-sold 20 apartments

for approximately $2.6 million. The construction budget is forecasted to be approximately $3.1 million,

the value of to-be-sold property approximately $12 million and the project to be fully delivered and sold

between late 2026 and early 2027.

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Chapter 4: Management Compliance Statement

Other liquidity events: The Group has substantially paid down unsecured lenders. The Group continues to

work with those few remaining.

Considering the above, Management and Directors are satisfied that the consolidated Group has adequate

resources to continue as a Going Concern for at least the 12 months following the filing date of this

report. For these reasons, Management and Directors have therefore prepared the consolidated financial

statements on a Going Concern basis.

MANAGEMENT’S RESPONSIBILITY STATEMENT

The Directors and the Officers are responsible for preparing the Annual Report and the consolidated

financial statements in accordance with applicable law and regulations, as promulgated by the Euronext

and the AFM. In conjunction with the EU Transparency Directive as incorporated in the Dutch Financial

Markets Supervision Act, Management confirms to the best of its knowledge that:

• The consolidated financial statements for the year ended December 31, 2024, give a true and fair view

of the assets, liabilities, financial position, and profit and loss of the Group’s consolidated companies;

• The additional management information disclosed in the Annual Report gives a true and fair view of the

Group as at December 31, 2024, and the state of affairs during the financial year to which the report

relates; and

• The Annual Report describes the principal risks facing the Group. These are described in detail in

Chapter 8, “Risk Factors.”

April 30, 2025

Peter LeSar, Chief Executive Officer & Chief Financial Officer

Yazmina Escobar, Corporate Secretary and General Counsel

Salomon Guggenheim, Executive Chairman

Stefan Fitch, Director

Reto Stadelmann, Director

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Chapter 5: Report of the Board of Directors

Chapter 5:

Report of the

Board of Directors

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Chapter 5: Report of the Board of Directors

Senior Management, Directors and Director Nominees

The following table sets forth certain information about the persons who serve on the Group’s Board of

Directors as of December 31, 2024. Members of the Group’s Board of Directors serve for a one-year term,

which expires at each annual meeting. Unless otherwise indicated, the business address of each person

listed below is Apartado 0823-00514 Zona 7, Panama City, Panama.

There is no familial relationship between any of our senior management or members of the Group’s Board

of Directors.

The following table sets forth certain information about persons who serve as key management personnel

that are not on our board of directors (see above):

SENIOR MANAGEMENT

Salomon Guggenheim – Executive Chairman: Mr. Guggenheim joined us in 2002 as a Director. In 1987,

he joined Gutzwiller & Partner Ltd., Zurich, a portfolio management company, where he was responsible

for Investments and Trading. In 1991, he took over Gutzwiller & Partner from E. Gutzwiller & Cie.,

Banquiers, Basle (a privately-held Swiss bank) together with the senior management of Gutzwiller &

Partner, through a management buy-out and sold the company in 1997. Gutzwiller & Partner was renamed

Rabo Investment Management Ltd., where Mr. Guggenheim worked as a Managing Director until

December 2001. From 2001 until 2012 he has owned and operated his own company, IC Day Trading

Consulting Corp., a Swiss corporation focused on the advisement of private individuals in portfolio

management and daily trading activities in different markets worldwide. From 2002 until 2011 he was also

the Chief Executive Officer for Ecopowerstations Ltd., a Swiss corporation dealing with pollutant and

emission-free wind power stations. Furthermore, he serves in various Companies as a board member and

advisor. Mr. Guggenheim became the President and CEO of Agility in January 2013.

Name Age Position Date of Birth

Salomon Guggenheim 64 Chairman and Director 4-Mar-60

Reto Stadelmann 60 Director 12-Sep-64

Stephan Fitch 66 Director 30-Aug-58

Name Age Position Date of Birth

Yazmina Escobar 47 General Counsel and Corporate Secretary 12-Dec-77

Peter LeSar 56 Chief Executive Officer & Chief Financial Officer 14-Jun-68

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Chapter 5: Report of the Board of Directors

Peter LeSar – CEO & CFO. Mr. LeSar has been the CFO of the Group since June 2011. Previously, he has

worked for the Group as President of its Philippines businesses (1,400 employees and $55M in revenues at

peak) and as Vice President of Business Development at the Group level. Adding to his hospitality

bonafides, Mr. LeSar was also the founder of two restaurants recognized by The World’s 50 Best in its

Discovery Series and is the author of the book Restaurant Strong. Previous to Agility, Mr. LeSar was the

founding Executive Director of the Council for Investment & Development, which represented the Group

in its successful bid in the privatization of Panama's state-owned gaming businesses. Mr. LeSar has also

been the General Manager of MinAmerica Corporation, a publicly-traded mining company, and the

Founder & CEO of iSpeak, a VC funded internet-based translation and localization venture.

Yazmina Escobar – General Counsel and Corporate Secretary. Ms. Escobar joined the group in 2008,

starting as Corporate Tax Counsel. She worked on many of the Group’s most significant transactions and

was promoted to Latin America Regional Counsel in 2011. Ms. Escobar received her law degree with

honors in Panama, at Santa Maria La Antigua University, and a Master in Law & Economics in Buenos

Aires, Argentina. She has also post-graduate studies in International Arbitration & Stock

Markets. Previous to joining the Group, Ms. Escobar worked as a Senior Consultant in Public Policy, Tax,

Economy & Law at a consulting firm serving corporate clients, media and public institutions.

INDEPENDENT BOARD OF DIRECTORS

Reto Stadelmann. Mr. Stadelmann joined us as a Director in June 2021. In 1985 and 1986 Mr. Stadelmann

studied law at the University of Zurich in Switzerland. In 1986 to 1987 he was involved in the International

Educational Programme for the Union Bank of Switzerland in Zurich. In 1988 he was an FX-Forward

Trader responsible for CHF currency for the Union Bank of Switzerland in Zurich. From 1989 to 1991 he

was the Head of FX-Forward Products at the Union Bank of Switzerland in Tokyo. In 1984 to 1995, Mr.

Stadelmann was the Treasurer at Schweizerische Bankgelsellschaft in Frankfurt, Germany. From 1995 to

1997 he was the European Head of FX-Forward Products at the Union Bank of Switzerland in Zurich. Then

from 1997 to 1998, Mr. Stadelmann was the Global Head FX-Forward Products with the Union Bank of

Switzerland in Zurich. From 1998 to 1999 he was the Head of Short-Term Interest Rate Products with Asia

Pacific UBS AG in Singapore. In 1999 he then became the Global Head of Cash and Collateral Trading

Cash at UBS AG in Zurich. From 2000 to 2003 he was the Global Head of Cash and Collateral Trading at

UBS AG in Zurich. From 2003 to 2009 he was the Global Co-Head of Foreign Exchange and Money

Market at UBS AG. From 2009 to 2010 he was the Global Co-Head of Macro at UBS AG and was also a

member of the UBS Investment Bank Board.

Stephan Fitch. Mr. Fitch joined us as a Director in September 2016. Mr. Fitch was born in the United States

of America and is the co-founder and Managing Director of the London based IAG Holdings Ltd. (IAGH),

a private company which specializes in international merchant banking activities. Mr. Fitch has been

involved in international corporate finance/investment banking activities for over 27 years specializing

primarily in start-up, venture capital and small-capitalized public companies.

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Chapter 5: Report of the Board of Directors

FURTHER INFORMATION ON THE BOARD OF DIRECTORS AND

SENIOR MANAGEMENT

None of the members of the Group’s Board of Directors or the Group’s senior management has been

convicted in relation to any fraudulent offenses, served as a member of the administrative, management or

supervisory body, been a partner with unlimited liability, founder or senior manager of any company

currently subject to bankruptcy proceedings, receiverships or liquidations, or been disqualified by any court

from acting as a member of the administrative, management or supervisory body of any issuer or from

participating in the management or conduct of the affairs of any issuer, or has been subject to any public

incrimination and/or sanctions by statutory or regulatory authorities or bodies.

MANAGEMENT ON THE BOARD OF DIRECTORS

For information regarding Salomon Guggenheim see above.

Board of Directors - Governance

GENERAL

The Group’s Board of Directors consists of 3 Directors as of the date of this Annual Report, of whom 2

(Messrs. Stadelmann and Fitch) are independent. Independence determinations were made by the Group’s

Board of Directors using the current guidelines of the Euronext for companies listed on that exchange.

Members of the Group’s Board of Directors serve for a one-year term, which expires at each annual

meeting.

COMMITTEES OF THE BOARD

The Group’s Board of Directors has established an Audit Committee, a Nominating and Governance

Committee, a Compensation Committee and an Investment Committee. Each such committee has at least

2 independent Directors except the Investment Committee that is composed of three members of senior

management and one independent Director

AUDIT COMMITTEE

The Group’s Audit Committee consists of Messrs. Fitch, Stadelmann and LeSar as advisory member.

Mr. Fitch is the Chairman of the Group’s Audit Committee. The audit committee is responsible for

engaging independent public accountants, reviewing with the independent public accountants the plans and

results of the audit engagement, approving professional services provided by the independent public

accountants, reviewing the independence of the independent public accountants, considering the range of

audit and non-audit fees the Group’s compliance with legal and regulatory requirements and reviewing the

adequacy and integrity of the Group’s internal accounting controls.

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Chapter 5: Report of the Board of Directors

COMPENSATION COMMITTEE

The Group’s Compensation Committee consists of Messrs. Stadelmann, Fitch and Guggenheim.

Mr. Stadelmann is the Chairperson of this committee, which reviews and approves, or makes

recommendations to the Board of Directors with respect to senior Management and Director (who are not

employees) compensation, and the Group’s long-term incentive compensation program and equity

incentive plans.

NOMINATING AND GOVERNANCE COMMITTEE

The Group’s Nominating and Governance Committee consists of Messrs. Fitch, Stadelmann and

Guggenheim. Mr. Fitch is the Chairman of this committee, which is responsible for, among other things,

seeking, considering and recommending to the Board of Directors qualified candidates for election as

Directors and recommending nominees for election at the Group’s annual meeting, recommending the

composition of committees of the Group’s Board, developing the Group’s corporate governance guidelines

and policies and adopting a code of business conduct and ethics. In March 2012, the Group Board of

Directors amended the Group’s articles of association, authorizing the Nominating and Governance

Committee to adopt procedures and rules for the nomination and election of Directors, which completed in

Q1 2012, and such procedures and rules are now reflected in the Committee’s charter, which is available

upon request to yazmina@agility.capital .

INVESTMENT COMMITTEE

The Group’s Investment Committee is composed of at least two members of senior management (as of

year-end 2024, Salomon Guggenheim, and Peter LeSar) and one independent director (Mr. Stephan Fitch),

who acts as Chairman for the Committee and as liaison to the full Board (the “Liaison”). The purpose of

the Investment Committee is to set investment policy and strategy, review proposals from management, set

limits and structure with regard to investment authority, establish annual goals and objectives for investment

concepts and the like. To that end, the Committee shall identify, consider, evaluate, analyze, prioritize

material investments, material contracts, material loans and all guaranties granted by the Group, and shall

make recommendations to the Board and implement the Board’s decisions.

VACANCIES ON OUR BOARD OF DIRECTORS

The Group’s charter provides that any and all vacancies on the Group’s Board of Directors may be filled

only by the affirmative vote of a majority of the remaining Directors in office, even if the remaining

Directors do not constitute a quorum, and any Director elected to fill a vacancy shall serve for the remainder

of the full term of the Directorship in which the vacancy occurred and until a successor is elected. Any

Director may resign at any time and may be removed with cause by our stockholders upon the affirmative

vote of at least two-thirds of all the votes entitled to be cast for the election of Directors or without cause

by the Group’s stockholders upon the affirmative vote of at least two-thirds of all the votes entitled to be

cast for the election of Directors.

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Chapter 5: Report of the Board of Directors

Compensation to Senior Management and Directors

SENIOR MANAGEMENT COMPENSATION

Senior management is defined as officers and directors of the parent company. The following table sets

forth the compensation of each of the Group’s senior management for 2024. For a discussion of the

compensation of certain of senior management going forward, please see “Employment Agreements.”

BOARD OF DIRECTOR COMPENSATION

Director’s fees for Independent Directors are equal to $24,000 annually. The level of compensation and

method will be reviewed annually. We also reimburse the Group’s Directors for their travel, hotel and other

expenses incurred in the performance of their duties as Directors, including expenses incurred in attending

Board of Directors meetings, Committee meetings and shareholder meetings. We do not have any pension

programs for the Group’s Board of Directors, senior management or other employees.

CHANGE IN CONTROL

The Group has entered into various loan agreements in which a change in control (as defined in certain

Loan Agreements) will result in such loan(s) becoming due and payable immediately upon the occurrence of

a change of control. “Change of control” in these various loan agreements in general includes one or more

of the following: a) Acquisition of more than 20% of shares by a shareholder or a shareholder group; b) An

involuntary change in more than 1/6

of the directors; c) An involuntary termination of 2 of 3 persons

currently holding positions of General Counsel, Chief Financial Officer and VP Corporate Development

(excluding resignations, retirements or terminations for cause); or d) Involuntary removal of more than one

incumbent board of directors under certain circumstances.

Parent Company Salary

Bonus

Severance

Aggregate other

compensation

Total

compensation

Salomon Guggenheim

(1)

Director-Employee $ 281,212 $ 173,538 $ - $ 17,883

$ 472,633

Peter Lesar

(2)

Employee 240,419 170,000 - 1,730

412,149

Yazmina Escobar

(3)

Director-Employee 93,580 31,000 - 6,761

131,341

Stephan Fitch Director 24,000 - - -

24,000

Reto Stadelmann

Director

24,000 - - -

24,000

Total

$ 663,211 $ 374,538 $ - $ 26,374

$ 1,064,123

(1)

(2)

(3)

Aggregate other compensation includes discretionary expenses of $17,883.

Aggregate other compensation includes health insurance of $120 and discretionary expenses of $1,610.

Aggregate other compensation includes health insurance of $6,761.

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Holding

| Annual Report 202

Chapter 5: Report of the Board of Directors

AMENDMENT AND TERMINATION

The Group’s Board of Directors may, at any time and from time to time, amend or terminate the Equity

Plan. However, except as provided otherwise in the Equity Plan, no amendment shall be effective unless

approved by the Group’s shareholders to the extent shareholder approval is necessary to satisfy any

applicable law or securities exchange listing requirements. The Administrator at any time, and from time

to time, may amend the terms of any one or more Awards; provided, however, that the Administrator may

not affect any amendment which would otherwise constitute an impairment of the rights under any Award

unless we request the consent of the Participant and the Participant consents in writing.

EMPLOYMENT AGREEMENTS

In the event of a Change of Control, each member of the Senior Management shall be entitled to receive as a

grant from the Company 1/3 of 10% of the then outstanding AGIL Publicly tradable shares, which shall become

due and issuable immediately upon the occurrence of a Change of Control as set forth in the various

employment agreements.

2024 PERFORMANCE BONUSES

During 2024, officers were awarded bonuses totaling $374,538.

On October 28, 2024, the Board of Directors approved the issuance of stock options to Peter LeSar in the

amount of 29,452 shares at an average exercise price of $2.73, with 50% to vest in December 2025 and 50%

to vest in December 2026. The Board also approves these options shall immediately vest should the Company

be subject to a hostile takeover or should the CEO be removed for reasons other than cause and, in either case,

the CEO will have a period of ninety (90) days from either event to exercise said options.

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Chapter 6: Investor Relations, Shares & Dividends

Chapter 6:

Investor Relations, Shares

& Dividends

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Chapter 6: Investor Relations, Shares & Dividends

The following table sets forth information regarding the beneficial ownership of the Group’s common

shares as of December 31, 2024 by:

• Each person or entity that we know is more than a 5% beneficial owner;

• Each Director or executive officer who beneficially owns more than 1% equity interest; and

• All of the Group’s Directors and executive officers as a group (including those that are no longer

executive officers as of December 31, 2024).

All holders of the Group’s common stock have the same voting rights. Beneficial ownership generally

includes any interest over which a person exercises sole or shared voting or investment power.

Name

Country of

residence Position

Approximate # of common

shares beneficially owned,

directly or indirectly, or

controlled or directed

(4)

Percentage of issued and

outstanding shares as of

December 31, 2024

(1)

Switzerland Chairman-Director 144,545 19.37

United States

General Counsel

2,000

0.27

United States

Chief Executive Officer & Chief Financial Officer

112,076

15.02

United Kingdom

Independent Director

3,680

0.49

Total 262,301 35.15%

(1)

(2)

(3)

(4)

Salomon Guggenheim

(3)

Yazmina Escobar

Peter LeSar

Stephan Fitch

(2)

Percentage based on 746,166 issued shares as of December 31, 2024.

Member of the Audit, Compensation, Investment and Nominating and Governance Committees.

Member of the Investment Committee.

Shares beneficially owned, directly or indirectly, or over which control or direction is exercised as at December 31, 2024, is based on information furnished to

Agility by individual Directors and officers.

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Chapter 6: Investor Relations, Shares & Dividends

Conflicts of Interest

There are no conflicts of interest or potential conflicts of interest exist between the private interests of any

other officer or director of the Group and their duties to the Group.

Related Party Transactions

For information regarding related party transactions with joint ventures and with partners in the Group’s

operating entities, see Note 21 to the Group’s consolidated financial statements for the year ended

December 31, 2024, incorporated herein by reference.

Description of Securities

GENERAL

We comply with the British Virgin Islands’ corporate governance requirements. Pursuant to our

Memorandum of Association, the Group has the authority to issue an aggregate of 1.0 billion shares of

capital stock, consisting of 500 million no par value common shares, and 500 million no par value preferred

shares. The shares are governed by the laws of the British Virgin Islands. The Group’s common shares are

listed on Euronext Amsterdam under the symbol “AGIL.”

COMMON SHARES AND OPTIONS

As of December 31, 2024, we had 746,166 common shares issued, ISIN VGG885761301; each common

share is fully paid. The Group’s common shares do not have a conversion feature. The number of

outstanding common shares as stated above may be impacted in the future by issuance of common shares

available for future issuances under the Group’s 2007 equity incentive plan.

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Chapter 6: Investor Relations, Shares & Dividends

Organizational Documents

The Group’s organizational documents consist of the Group’s Memorandum of Association and the

Group’s Articles of Association which contain relevant information, including without limitation, meeting

of the board or directors, meeting of shareholders, distributions, issuance of stock (both preferred and

common) liability and indemnification of officers and directors, borrowing of money, election and removal

of directors, the lack of pre-emptive rights for shareholders, limited rights for shareholders to call a meeting,

and distribution of assets on liquidation. Certain material provisions are set forth below:

• Holders of common shares are each entitled to cast one vote for each share held at a meeting of the

shareholders or on any resolution of the shareholders. We have not provided for cumulative voting for

the election of Directors in our Memorandum and Articles of Association. This means that the holders

of a majority of the shares voted can elect all of the Directors then standing for election. The holders of

outstanding common shares are entitled to receive an equal share in any dividend paid out of assets

legally available for the payment of dividends at the times and in the amounts as the Group’s Board of

Directors from time to time may determine. Upon the Group’s liquidation, holders of common shares

are entitled to an equal share in the distribution of surplus assets. The Group’s common shares are not

entitled to preemptive rights and are not subject to conversion into any other class of shares. We may

purchase, redeem, or otherwise acquire any of our own shares for fair value. However, no purchase,

redemption, or other acquisition of shares can be made unless the Directors determine that, immediately

after the acquisition, the value of our assets will exceed our liabilities, and we will be able to pay our

debts as they fall due.

• Preferred shares may be issued in one or more series, and our Board of Directors is authorized to provide

for the issuance of preferred shares in series, to establish the number of shares to be included in each

series, to fix the rights, designation, preferences and powers of the shares of each series and its

qualifications, limitations and restrictions.

• If the Group’s common or preferred shares are divided into different classes of shares, the rights

attached to any class (unless otherwise provided by the terms of the shares of that class) may be changed

only with the consent in writing of the holders of a majority of the issued shares of that class or series

and of the holders of a majority of the issued shares of any other class or series of shares which may be

affected by such variation.

• Dividend Policy: We have never paid any cash dividends on the Group’s common shares, and we do

not expect to declare or pay any cash or other dividends in the foreseeable future. We may enter into

credit agreements or other borrowing arrangements in the future that restrict the Group’s ability to

declare cash dividends on our common shares. If our Board of Directors ever elects to declare a

dividend, such dividend will be paid to shareholders of record out of legally available funds, and may

be paid annually, semi-annually or quarterly, as determined by the Group’s Board of Directors. Any

such declaration of dividends and any other payments by us, as determined by the Group’s Board of

Directors, will be announced by us in a national daily newspaper distributed throughout the

Netherlands, and in the Official Daily List of Euronext.

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| Annual Report 202

Chapter 6: Investor Relations, Shares & Dividends

• Compulsory Transfer of Shares: The Group’s Board of Directors has the ability under certain

circumstances to force a transfer of common shares in the manner described below, provided, however,

that such forced transfer (including any change to the Company’s register of members) would occur at

the direction of the Group without interference with the purchase, sale, or settlement of the Company’s

common shares on Euronext Amsterdam or without interference with the settlement of such shares

through any settlement system, including Euroclear Nederland and Euroclear Bank (for the sake of

clarity, as a result of the foregoing there will be no null and void trades on Euronext Amsterdam or

settlement of such trades through Euroclear Nederland and/or Euroclear Bank). If it comes to the notice

of the Group’s Board of Directors that any common shares:

a) Are or may be owned or held directly or beneficially by any person in breach of any law, rule,

regulation or requirement applicable to us of any jurisdiction in which we operate or by virtue of

which such person is not qualified to own those shares and, in the sole and conclusive determination

of the Board of Directors, such ownership or holding or continued ownership or holding of those

shares (whether on its own or in conjunction with any other circumstance appearing to the board to

be relevant) would in the reasonable opinion of the Board of Directors, cause a significant pecuniary

disadvantage to us which we might not otherwise have suffered or incurred; or

b) Are or may be owned or held directly or beneficially by any person that is an “employee benefit

plan” subject to the fiduciary provisions of Title I of ERISA, a plan subject to the prohibited

transaction provisions of Section 4975 of the Code, a person or entity whose assets include the

assets of any such “employee benefit plan” or “plan” by reason of the DOL Plan Asset Regulations

or otherwise, or any other employee benefit plan subject to any federal, state, local or foreign law

that is substantially similar to Section 406 of ERISA or Section 4975 of the Code and their

ownership of the shares means that the investor is a Benefit Plan Investor as that term is defined by

the U.S. DOL Plan Asset Regulations and the investor’s interest is “significant” under those

Regulations, or will result in a non-exempt “prohibited transaction” as defined in ERISA or section

4975 of the Code, the Board of Directors may serve written notice (a “Transfer Notice”) upon the

person (or any one of such persons where shares are registered in joint names) appearing in the

requiring the Vendor within thirty days (or such extended time as in all the circumstances the Board

of Directors consider reasonable) to transfer (and/or procure the disposal of interests in) the

Relevant Shares to another person who, in the sole and conclusive determination of the Group’s

Board of Directors, would not fall within paragraphs (a) or (b) above (such a person being

hereinafter called an “Eligible Transferee”). On and after the date of such Transfer Notice, and until

registration of a transfer of the Relevant Shares to which it relates pursuant to the provisions

referred to in this paragraph or the following paragraph, the rights and privileges attaching to the

Relevant Shares will be suspended and not capable of exercise. If within thirty days after the giving

of a Transfer Notice (or such extended time as in all the circumstances the Board of Directors

considers reasonable), the Transfer Notice has not been complied with to the satisfaction of the

Board of Directors, we may sell the Relevant Shares on behalf of the holder at the best price

reasonably obtainable at the time of sale to any one or more Eligible Transferees. To give effect to

a sale, the Board of Directors may authorize in writing the Group’s officers or employees to transfer

the Relevant Shares on behalf of the holder thereof (or any person who is automatically entitled to

the shares by transmission or by law) or to cause the transfer of the Relevant Shares to the Eligible

Transferee. An instrument of transfer executed by that person will be as effective as if it had been

executed by the holder of or the person entitled by transmission to, the Relevant Shares. An Eligible

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| Annual Report 202

Chapter 6: Investor Relations, Shares & Dividends

Transferee is not bound to see to the application of the purchase money and the title of the Eligible

Transferee is not affected by any irregularity in or invalidity of the proceedings connected to the

sale. The net proceeds of the sale of the Relevant Shares, after payment of our costs of the sale,

shall be received by us, and receipt shall be a good discharge for the purchase moneys, and shall

belong to us and, upon their receipt, we shall become indebted to the former holder of the Relevant

Shares, or the person who is automatically entitled to the Relevant Shares by transmission or by

law, for an amount equal to the net proceeds of transfer, in the case of certificated shares, upon

surrender by him or them of the certificate for the Relevant Shares which the Vendor shall forthwith

be obliged to deliver to us. We are deemed to be a debtor and not a trustee in respect of that amount

for the member or other person. No interest is payable on that amount and we are not required to

account for money earned on it. The amount may be employed in our business or as we think fit.

We may register or cause the registration of the Eligible Transferee as holder of the Relevant Shares

and thereupon the Eligible Transferee shall become absolutely entitled thereto. A person who

becomes aware that he falls within any of paragraphs (a) or (b) above shall forthwith, unless he has

already received a Transfer Notice either transfer the shares to one or more Eligible Transferees or

give a request in writing to the Directors for the issue of a Transfer Notice. Every such request

shall, in the case of certificated shares, be accompanied by the certificate(s) for the shares to which

it relates. Subject to the provisions of our Articles of Association, our Board of Directors will,

unless any Director has reason to believe otherwise, be entitled to assume without inquiry that none

of the shares are held in such a way as to entitle the Board of Directors to serve a Transfer Notice

in respect thereof. The Board of Directors may, however, at any time and from time-to-time call

upon any holder (or any one of joint holders or a person who is automatically entitled to the shares

by transmission or by law) of shares by notice in writing to provide such information and evidence

as they require upon any matter connected with or in relation to such holder of shares. In the event

of such information and evidence not being so provided within such reasonable period (not being

less than thirty calendar days after service of the notice requiring the same) as may be specified by

the Board of Directors in the said notice, the Board of Directors may, in its absolute discretion,

treat any share held by such a holder or joint holders or person who is automatically entitled to the

shares by transmission or by law as being held in such a way as to entitle them to serve a Transfer

Notice in respect thereof. The Board of Directors will not be required to give any reasons for any

decision, determination or declaration taken or made in accordance with these provisions. The

exercise of the Board of Director’s powers with respect to the compulsory transfer of shares may

not be questioned or invalidated in any case on the grounds that there was insufficient evidence of

direct or beneficial ownership or holding of shares by any person or that the true direct or beneficial

owner or holder of any shares was otherwise than as appeared to the Board of Directors at the

relevant date provided that the said powers have been exercised in good faith.

BRITISH VIRGIN ISLANDS LAW

The laws of the British Virgin Islands do not contain any limitations on the right of nonresident or foreign

owners to hold or vote the Group’s common shares. There are no laws, decrees, statutes or other provisions

of the laws of the British Virgin Islands which would operate to prohibit or regulate the remittance of

dividends, interest and other payments to nonresident holders of common shares. British Virgin Islands law

permits the Group’s Board of Directors to modify any of the Group’s governing documents without

shareholder approval, so long as such modification does not have an adverse effect on the rights of the

Group’s shareholders. Any modification that would have such an adverse effect requires the approval of

holders of at least a majority of our outstanding shares.

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Holding

| Annual Report 202

Chapter 6: Investor Relations, Shares & Dividends

CANADIAN LAW

Prior to July 1, 2009, the Group’s common shares were listed on the CNSX. Effective July 1, 2009 and

thereafter, at the request of the Company, the Group’s shares have been delisted from the CNSX. Though

delisted, we continue to be a “reporting issuer” subject to securities laws of British Columbia and Ontario

due to the number of the Group’s existing Canadian shareholders. Those laws require any 10% holder of a

reporting issuer to file reports disclosing that holder’s direct or indirect beneficial ownership of, or control

or direction over, securities of the reporting issuer, and any changes in that ownership. If they acquire 10%

or more of our outstanding common shares, they will be required to file an “insider report form” within ten

business days from the date their ownership exceeded 10%, and then within ten business days after any

trades or other changes in their holdings of common shares. They would also be required to issue a press

release and file a report every time they acquire an additional 2% or more of the Group’s common shares.

If a person or entity acquires 20% or more of our outstanding common shares, it would be a “control person”

of ours. As such, it would be deemed to be not only knowledgeable about our affairs, but to have the ability,

by virtue of its significant equity position, to direct the Group’s affairs. Thereafter, any sale by that holder

of common shares would be deemed under provincial law to be a distribution, requiring the filing of a

prospectus and compliance with other securities disclosure laws.

In addition, if a person or entity acquires 20% or more of the Group’s common shares, it will be deemed

under provincial securities laws to have made a “take-over bid” and, accordingly, unless it can obtain an

exemption, or unless an exemption exists by virtue of the Company’s status as a “designated foreign issuer”

as described below, that holder would be required to comply with detailed rules governing bids. 20%

holders are also required to file insider reports within three calendar days versus the normal 10-day

requirement that applies to all other parties required to file insider reports. The provincial securities

commission has the right to veto the individual or entity from remaining an insider or control person if the

individual or entity is deemed unsuitable to be involved in the Canadian public markets.

Additionally, as a “designated foreign issuer” under Canadian securities laws, the Group’s financial

reporting requirements can be met by filing on SEDAR the same financial information we provide to and

file with the Euronext Amsterdam. Since January 1, 2009, the Group’s financial information prepared

under IFRS is sufficient to meet the requirements of Canadian securities laws.

YEARLY AND HALF-YEARLY INFORMATION

As a result of the implementation of the EU Directive 2004/109 of December 15, 2004 on the harmonization

of transparency requirements in relation to information about issuers whose securities are admitted to

trading on a regulated market (the “Transparency Directive”), the Group is required to make its annual

financial report available to the public 4 months after the end of each financial year. The annual financial

information consists of the audited annual accounts, the annual report, a description of the main risks and

uncertainties facing the Group and a statement by persons within the Group designated by the latter as the

“responsible persons,” indicating (i) that the annual accounts give a fair view of the assets and financial

position of the Group and, in the case of consolidated accounts, of the enterprises included in the

consolidation, and (ii) that the annual report gives a fair view of the Group’s condition on the balance sheet

date, the development of the Group and its affiliated companies during the previous financial year and all

material risks to which the Group is exposed.

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Chapter 6: Investor Relations, Shares & Dividends

The Group must publish its half-yearly information within two months after the end of the first six months

of its financial year. Both the annual and half-yearly financial information must be filed with the AFM and

Euronext Amsterdam and must remain publicly available for at least five years.

INTERIM MANAGEMENT STATEMENTS

As of January 1, 2016 the Group is no longer obligated to publish and file Q1 and Q3 reports. If the Group

wishes to publish Q1 and Q3 reports, those interim reports are to be filed as Price-Sensitive Statements via

the Portal: https://www.afmextranet.nl/AFMPortal/logon.aspx?LanguageID=ENG

DUTCH TAKEOVER ACT

On October 28, 2007, the Dutch Act implementing the European Directive 2004/25/EC of April 2004

relating to public takeover bids (the “Dutch Takeover Act”) and the rules promulgated thereunder came

into force. The provisions of the Dutch Takeover Act are included in the Financial Supervision Act and the

rules promulgated thereunder apply to us. In general, under these provisions, we cannot launch a public

offer for securities that are admitted to trading on a regulated market, such as the Group’s shares unless an

offer document has been approved by the Dutch Authority for the Financial Market (“AFM”) and has

subsequently been published. These public offer rules are intended to ensure that in the event of such a

public offer, sufficient information will be made available to the holders of the Group’s securities, that the

holders of the Group’s securities will be treated equally, that there will be no abuse of inside information

and that there will be a proper and timely offer period. The provisions in the Dutch Takeover Act regarding

mandatory takeover bids will not be applicable to us.

MARKET ABUSE REGIME

The market abuse regime set out in the Financial Supervision Act, which implements the European Union

Market Abuse Directive (2003/6/EC), is applicable to us, our Directors, officers, other key employees, the

Group’s insiders and persons performing or conducting transactions in the Group’s securities. Market abuse

rules set out in the Financial Supervision Act that are relevant for investors are described hereunder.

We make public price-sensitive information, which is information that is concrete and that directly concerns

us which information has not been publicly disclosed and whose public disclosure might significantly affect

the price of the shares or derivative securities, such as the options and warrants. We must also provide the

AFM with this information at the time of publishing the Prospectus. Further, we must immediately publish

the information on the Group’s website and keep it available on the Group’s website for at least one year.

DISCLOSURE OF HOLDINGS

The following provisions apply to us and to the Group’s shareholders:

• If the substantial holding or short position of a shareholder equals or exceeds 3% of the issued capital,

the shareholder should report this. Subsequently, the shareholder should notify the AFM again when

the substantial holding or short position consequently reaches, exceeds or falls below a threshold. This

can be caused by the acquisition or disposal of shares by the shareholder or because the issued capital

of the issuing institution is increased or decreased. Thresholds are: 3%, 5%, 10%, 15%, 20%, 25%,

30%, 40%, 50%, 60%, 75% and 95%. The duty to notify applies to legal entities and to natural persons.

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| Annual Report 202

Chapter 6: Investor Relations, Shares & Dividends

• We are required to notify the AFM of any changes in the Group’s outstanding share capital, including

in the case of redemption of shares, and any amendment to the Group’s Articles of Association

regarding voting rights. The AFM will publish any notification in a public registry. If, as a result of

such change, a person’s interest in the Group’s capital or voting rights passively reaches or crosses the

thresholds mentioned in the above paragraph, the person in question must immediately give written

notice to the AFM no later than the 4

trading day after the AFM has published the Group’s notification.

TRANSFER AGENT AND REGISTRAR

The Group’s transfer agent and registrar for the Group’s common shares is Computershare, Inc., 510

Burrard Street, 3

Floor, Vancouver, British Columbia, Canada V6C 3B9.

PAYING AGENT

ING Commercial Banking, Paying Agent Services, location code: TRC 01.013, Foppingadreef 7, 1102

BD Amsterdam, the Netherlands.

SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES

We are incorporated under the laws of the British Virgin Islands. Certain members of the Group’s Board

of Directors are not residents of the United States, and a substantial portion of their assets are located outside

the United States. As a result, it may be difficult for the Group’s shareholders to effect service of process

in the United States on persons who are not U.S. residents or to enforce in the United States judgments

obtained in the United States against us or persons who are not U.S. residents based on the civil liability

provisions of the U.S. securities laws. We have been advised by the Group’s British Virgin Islands counsel,

O’Neal Webster, that there is doubt as to the direct enforceability in the British Virgin Islands of civil

liabilities predicated upon the securities laws of other foreign jurisdictions.

AVAILABILITY OF DOCUMENTS

This Annual Report may also be inspected through the Euronext website (www.euronext.com) by Dutch

residents only or through the website of the Netherlands Authority for the Financial Markets (www.afm.nl).

This Annual Report may be obtained on the Group’s website (www.agility.capital). In addition, for so long

as common shares are listed for trading on Euronext Amsterdam, the following documents (or copies

thereof), where applicable, may be obtained free of charge (1) by sending a request in writing to us at

Apartado 0823-00514, Panama City, Panama, (2) by emailing us at the following address

yazmina@agility.capital, or (3) at the offices of the Group’s local paying agent ING Commercial Banking,

location code: TRC 01.013, Foppingadreef 7, 1102 BD Amsterdam, the Netherlands (Tel: + 31 20 563

6619, Fax: + 31 20 563 6959, Email: iss.pas@ing.nl)

(a) This Annual Report and the Group’s Memorandum and Articles of Association.

(b) All reports, letters, other documents, historical financial information (such as the Group’s 2023,

2022, 2021, 2020, 2019, 2018, 2017 and 2016 consolidated financial statements), valuations and

statements prepared by an expert at the Group’s request, any part of which is included or referred to

in this Annual Report.

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Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

Chapter 7:

2024 Consolidated Financial Statements

& Report of the Independent Auditors

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Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

Report of the Independent Auditors

To the Shareholders and Board of Directors of Agility Capital Holding Inc.

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of Agility Capital Holding Inc. and its subsidiaries

(the Group), which comprise the consolidated statement of financial position as at December 31, 2024, and

the consolidated statement of comprehensive income, the consolidated statement of changes in equity and

the consolidated statement of cash flows for the year then ended, and notes to the consolidated financial

statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements give a true and fair view of the

consolidated financial position of the Group as at December 31, 2024, its consolidated financial

performance and its consolidated cash flows for the year then ended in accordance with International

Financial Reporting Standards (IFRSs).

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities

under those standards are further described in the Auditor’s Responsibilities for the Audit of the

Consolidated Financial Statements section of our report. We are independent of the Group in accordance

with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants

(IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with the IESBA Code.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

opinion.

Materiality

We define materiality as the magnitude of misstatement in the consolidated financial statements that makes

it probable that the economic decisions of a reasonably knowledgeable person would be changed or

influenced. We use materiality in determining the nature, timing and extent of our audit work and in

evaluating the results of that work.

We have determined materiality for the audit of the Group’s consolidated financial statements as a whole

to be US$345,000, which is based on the total gross revenues. This basis is considered the most appropriate

because this is a key performance measure used by the directors to report to investors on the financial

performance of the Group. To each component in our audit scope, we allocate, based on our judgement,

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Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

materiality that is less than our overall group materiality. The range of materiality allocated across

components was between US$100,000 and US$200,000.

We agreed with the audit committee the threshold at which we will communicate misstatements to be

US$17,250. In addition, we will communicate misstatements below that threshold that, in our view, warrant

reporting on qualitative grounds.

Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our

audit of the consolidated financial statements of the current period. These matters were addressed in the

context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon,

and we do not provide a separate opinion on these matters. In comparison with previous year, the nature of

our key audit matters did not change.

Key Audit Matters How our audit addressed the matter

Going concern

As disclosed in note 2 management

statement on going concern, the

consolidated financial statements have been

prepared on a going concern basis. For both

reporting period 2023 and 2024 the Group

has recorded positive result from continuing

operations and a positive equity. In order to

meet its obligations, the Group has been

forced to execute plans in order to create

liquidity events in the past years. We

therefore identified the going concern as a

key audit matter requiring special audit

consideration.

We have reviewed the forecast model prepared by

management and assessed the appropriateness of the

key assumptions used and analyzed its effect on the

financial position of the Group. We have challenged

management’s assumptions regarding expected

cash flows, growth rates, and discount rates applied

in the forecast model.

We have verified the status and progress of the

various strategies that management adopted and

assessed their effects on the forecast model and the

impact on the consolidated financial statements. We

exercised professional judgement and maintained

professional skepticism when discussing and

evaluating the going concern assessment. We have

read and evaluated the adequacy of the disclosures

in note 2 “Going concern” in relation to the going

concern.

Our procedures did not result in outcomes contrary

to management’s assumptions and judgements used

in the application of the going concern assumption.

Agility

Capital

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Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

Key Audit Matters How our audit addressed the matter

Gaming revenue recognition

The Groups main revenue is the Net gaming

wins. The Group generates high volumes of

cash due to the gaming revenues earned with

the casinos. Auditing standards prescribe a

presumed risk of fraud in revenue recognition

in that revenue may be misstated through

improper recognition.

We have therefore identified gaming revenue

recognition as a key audit matter requiring

special audit consideration.

We have evaluated the design, effectiveness and

implementation of internal procedures and internal

controls relating to the Group’s gaming revenues.

We have performed test of operating effectiveness

of controls of key controls relating to the Group’s

gaming revenues.

We have reconciled revenues from slot machines

and table games with accounting records and

underlying documentation.

We have performed substantive analytical

procedures based on actual figures in relation to

expectations and the forecast.

Food, beverage and other revenue

recognition

The Group also generates revenue from Food,

beverage and other revenue. Auditing

standards prescribe a presumed risk of fraud in

revenue recognition in that revenue may be

misstated through improper recognition.

We have therefore identified revenue

recognition from the above-mentioned services

and sales as a key audit matter requiring special

audit consideration

We have evaluated the design, effectiveness and

implementation of internal procedures and internal

controls and we have performed test of operating

effectiveness of controls relating to the Group’s

revenues from food, beverage, and other revenue.

We have performed substantive analytical

procedures based on actual figures in relation to

expectations and the forecasts.

Impairment of intangible assets and

goodwill

As the Going concern is a key audit matter, a

yearly assessment of impairment of assets is

performed. For the impairment assessment,

management prepares the impairment models,

using the forecasting model. Therefore, we

consider impairment testing a key audit matter

requiring special audit consideration.

We have reviewed the models used by management

to determine the value in use for assets tested for

impairment. We have assessed the appropriateness

of the assumptions used, including support for the

assumptions and we have performed a sensitivity

analysis.

The key assumptions used related to the impairment

analysis have been disclosed in note 9 to the

consolidated financial statements.

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Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

Report on other information included in the Annual Report

Management is responsible for the other information. The other information comprises the information

included in the Annual Report but does not include the consolidated financial statements and our auditor’s

report thereon. 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 that fact. We have nothing to report in this

regard.

Report on other legal and regulatory requirements and ESEF

Engagement

We were engaged by management following the approval of the appointment of the auditor during the

Annual General Meeting of the Shareholders held on January 31, 2024.

No prohibited non-audit services

We have not provided prohibited non-audit services as referred to in article 5(1) of the European Regulation

on specific requirements regarding statutory audit of public-interest entities.

European Single Electronic Reporting Format (ESEF)

The Group has prepared the annual report, including the consolidated financial statements, in ESEF. The

requirements for this are set out in the Delegated Regulation (EU) 2019/815 with regard to regulatory

technical standards on the specification of a single electronic reporting format (these requirements are

hereinafter referred to as: the RTS on ESEF).

In our opinion, the annual report prepared in XHTML format, including the (partially) marked-up

consolidated financial statements as included in the reporting package by the Group, complies in all material

respects with the RTS on ESEF.

Management is responsible for preparing the annual report, including the consolidated financial statements,

in accordance with the RTS on ESEF, whereby management combines the various components into a single

reporting package.

Our responsibility is to obtain reasonable assurance for our opinion whether the integrated annual report in

this reporting package complies with the RTS on ESEF.

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Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

We performed our examination in accordance with Dutch Standard 3950N on assurance engagements

relating to compliance with criteria for digital reporting (“Assurance-opdrachten inzake het voldoen aan de

criteria voor het opstellen van een digitaal verantwoordingsdocument”).

Our examination included amongst others:

• obtaining an understanding of the Group’s financial reporting process, including the preparation of

the reporting package;

• identifying and assessing the risks that the consolidated financial statements does not comply in

all material respects with the RTS on ESEF and designing and performing further assurance

procedures responsive to those risks to provide a basis for our opinion, including:

• obtaining the reporting package and performing validations to determine whether the

reporting package containing the Inline XBRL instance document and the XBRL extension

taxonomy files, has been prepared in accordance with the technical specifications as

included in the RTS on ESEF;

• examining the information related to the consolidated financial statements in the reporting

package to determine whether all required mark-ups have been applied and whether these

are in accordance with the RTS on ESEF.

Responsibilities of Management and Those Charged with Governance for

the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements

in accordance with IFRS, and for such internal control as management 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, management 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 management either intends to liquidate the Group or to cease

operations, or have no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial

Statements

Our objectives 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 an auditor’s report

that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an

audit conducted in accordance with ISAs will always detect a material misstatement when it exists.

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Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

Misstatements can arise from fraud or error and are considered material if, individually 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 ISAs, 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.

• 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 management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and,

based on the audit evidence obtained, whether a material uncertainty exists related to events or

conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we

conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to

the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to

modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our

auditor’s report. However, future events or conditions may cause the 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 or

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, related

safeguards.

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Capital

Holding

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Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

Notes to the Consolidated

Financial Statements

1. BASIS OF PREPARATION OF THE CONSOLIDATED FINANCIAL

STATEMENTS

Nature of operations

With effect from February 20, 2025, the name of the Company was changed from Agility Real

Estate Inc. to Agility Capital Holding Inc.

The principal activities of Agility Capital Holding Inc and its subsidiaries “the Group” are grouped

into the following service lines:

• Investment in US restaurant holding companies pursuing emerging categories and sub-

categories, targeting formats capable of producing 20% 4-wall NOIs in multi-billion-dollar

segments. Our role is bringing equity and debt to existing operators, to pursue asset-

participation and to support our growing portfolio with a structured accelerator program.

• Investment in real estate properties that offer the company higher than market rate returns at

lower levels of risk. Our current focus is to reposition past-prime real estate for new optimal

uses. Our current market focus is Lima, Peru, but this footprint may expand over time.

• The company will continue to own and operate its existing hospitality properties, but will not

likely expand beyond its current markets.

The company is working toward developing a financial services business targeting restaurants and

real estate, with future announcements likely in this regard in the coming months.

The exact mix and distribution of such properties for the year ended December 31, 2024 was

hospitality properties in Nicaragua in the form of Gaming, Office property in Peru located in a

mixed-use development.

General information and statement of compliance with IFRS

Agility Capital Holding Inc, the Group’s ultimate parent company, is a limited by shares company,

incorporated and domiciled in the British Virgin Islands, number 1055634.

The Group’s common shares are listed on Euronext Amsterdam under the symbol “AGIL.”

The Group’s 2024 consolidated financial statements have been prepared in accordance with

International Financial Reporting Standards (IFRS) and IFRS Interpretations Committee (IFRS IC)

interpretations applicable to companies reporting under IFRS.

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Capital

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Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

The consolidated financial statements have been prepared under the historical cost convention,

financial assets and financial liabilities (including derivative instruments) at fair value through

profit or loss.

The preparation of financial statements in conformity with IFRS requires the use of certain critical

accounting estimates. It also requires management to exercise its judgment in the process of

applying the group’s accounting policies. The areas involving a higher degree of judgment or

complexity, or areas where assumptions and estimates are significant to the consolidated financial

statements are disclosed in note 3, page 56.

2. MANAGEMENT STATEMENT ON “GOING CONCERN”

Management has reviewed their plan with the Directors and has collectively formed a judgment

about the Going Concern of the Group. In arriving at this judgment, Management has prepared the

cash flow projections of the Group. Directors have reviewed this information provided by

Management and have considered the information in relation to the financing uncertainties in the

current economic climate, the Group’s existing commitments and the financial resources available

to the Group. Specifically, Directors have considered: (i) there are limited sources of new financing

available to the Group; (ii) the Group has limited trading exposures to our local suppliers and retail

customers; (iii) other risks to which the Group is exposed, the most significant of which is

considered to be regulatory risk; (iv) sources of Group income, including management fees charged

to and income distributed from its various operations; (v) cash generation and debt amortization

levels; (vi) fundamental trends of the Group’s businesses; (vii) ability to re-amortize and unsecured

lenders; and (vii) level of interest of third parties in the acquisition of certain operating assets, and

status of genuine progress and probability of closing within the Going Concern period. The

Directors have also considered these critical factors that might affect continuing operations:

Special Resolution: On September 21, 2016, the Group’s shareholders approved a special

resolution that, among other items, authorized the Board of Directors of the Corporate to sell “any

or all remaining assets of the Corporation in such amounts and at such times as determined by the

Board of Directors.” This resolution facilitates the sale of any one or any combination of assets

required to support maintaining of a Going Concern by the Group.

Corporate Expense and Cash Flow: Corporate expense has decreased materially in recent years

but still must accommodate for compliance as a public company.

Liquidity and Working Capital: As of the date of publication of this 2024 Annual Report, the Group

forecasts to operate with higher levels of reserves and working capital than in recent years, but to

create a healthy level of working capital reserves for periods beyond the Going Concern period

may require the sale of additional assets.

The Group is in a solid position to sustain Going Concern as of the publication date of this 2024

Annual Report. Below are other events that could support increased liquidity and reduced risk of

Going Concern.

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Capital

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Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

The Group has made the decision to convert its 7,936 m2 of offices into 71 condominium

apartments: Given the performance of the hotel conversion into condominium apartments, the

Group made the decision to convert its 7,936 m2 office complex into 71 condominium apartments

with 40 mini store rooms and 78 parking spaces (includes parking for visitors). As of the date of

publication of this 2024 Annual Report, we have secured master plan permits that allow the Group

to pre-sell units and have pre-sold 20 apartments for approximately $2.6 million. The construction

budget is forecasted to be approximately $3.1 million, the value of to-be-sold property

approximately $12 million and the project to be fully delivered and sold between late 2026 and

early 2027.

Other liquidity events: The Group has substantially paid down unsecured lenders. The Group

continues to work with those few remaining.

Considering the above, Management and Directors are satisfied that the consolidated Group has

adequate resources to continue as a Going Concern for at least the 12 months following the filing

date of this report. For these reasons, Management and Directors have therefore prepared the

consolidated financial statements on a Going Concern basis.

3. ACCOUNTING POLICIES

3.1 Changes in accounting policies

The consolidated financial statements have been prepared in accordance with the accounting

policies adopted in the last annual consolidated financial statements for the year ended

December 31, 2024, except for the adoption of the following new interpretations, revisions,

and amendments to IFRS issued by the International Accounting Standards Board, which are

relevant to, and effective for the Group’s consolidated financial statements for the annual

period beginning January 1, 2024.

New currently effective requirements

These Standards are required to be applied by an entity with an annual reporting period

beginning on January 1, 2024:

• Classification of Liabilities as Current or Non-current (Amendments to IAS 1)

• Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)

• Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)

• Non-current Liabilities with Covenants (Amendments to IAS 1)

Accounting pronouncements which have become effective from January 1, 2024 and have

therefore been adopted do not have a significant impact on the Group’s financial results or

position.

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Capital

Holding

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Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

Standards issued but not yet effective

• Presentation and Disclosure in Financial Statements (IFRS 18) as of January 1, 2027.

• Lack of Exchangeability (Amendments to IAS 21)

•Amendments to classification and measurement requirements for financial instruments

(Amendments to IFRS 9 and IFRS 7).

At the date of authorization of these consolidated financial statements, several new, but not

yet effective, Standards and amendments to existing Standards, and Interpretations have been

published by the IASB or IFRIC. None of these Standards or amendments to existing Standards

have been adopted early by the Group and no Interpretations have been issued that are

applicable and need to be taken into consideration by the Group at either reporting date.

Management anticipates that all relevant pronouncements will be adopted for the first period

beginning on or after the effective date of the pronouncement. New Standards, amendments

and Interpretations not adopted in the current year have not been disclosed as they are not

expected to have a material impact on the Group’s consolidated financial statements.

3.2 Summary of accounting policies

The accounting policies have been applied consistently throughout the Group for the purposes

of preparation of these consolidated financial statements.

A summary of the Group’s significant accounting policies is set out below.

Critical accounting estimates and judgments

The preparation of financial statements with IFRS requires the use of estimates and

assumptions that affect the reported amounts of assets and liabilities at the date of the financial

information and the reported amounts of revenues and expenses during the reporting period.

Estimates and judgments are continually evaluated and are based on historical experience and

other factors, including expectations of future events that are believed to be reasonable under

the circumstances.

The areas involving a higher degree of judgment or complexity, or areas

where assumptions and estimates are significant to the financial statements are set out below.

The best estimates of the Directors may differ from the actual results.

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Capital

Holding

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Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

Accounting
policy		Note
3.3 a	Depreciable lives of assets and realisable	10
	residual value
3.3 b	Future operating results growth rates, and	9
	discount factor applied
3.3 c	Recognition of deferred tax asset	8
3.3 e	Determination of control over economic	29
	activities
	Recoverability of amounts due from related	21
	parties
3.3 h	Judgments on probability of payment as a	23
	result of disputes
3.3 i	Assessment of significance of debt	17
	modifications

a. Property, plant and equipment

All property, plant and equipment are stated at acquired cost less depreciation and

impairment. Land is not depreciated as no finite useful life can be determined. Acquired

cost includes expenditures that are directly attributable to the acquisition of the asset.

Depreciation on assets is calculated using the straight-line method to allocate their cost

over their estimated useful lives, as follows:

Properties	20 – 30 years
Furniture and equipment	3 – 10 years
Gaming machines	5 – 10 years
Leasehold improvements	over the lease term

Profits and losses on disposals are determined by comparing proceeds with carrying

amount. These are included in profit or loss.

Construction in progress represents properties under construction and is stated at cost. This

includes cost of construction, borrowing costs, and other direct costs. The assets are not

depreciated until such time that the assets are completed and available for use. Transfers

are made from the construction in progress category to the appropriate property, plant and

equipment asset categories when the construction of the asset has been substantially

completed.

Management reviews the useful lives of depreciable assets at least each reporting date. At

December 31, 2024, Management assesses that the useful lives represent the expected

utility of the assets of the Group. The carrying amounts are analyzed in Note 10. Actual

results, however, may vary due to obsolescence.

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Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

b. Investment property

Investment properties are accounted for using the cost model. They are initially recorded

at cost, which includes the purchase price and any directly attributable costs. Subsequently,

they are measured at cost less any accumulated depreciation and impairment losses, in

accordance with IAS 40.

c. Impairment testing of intangible assets and property, plant and equipment

For impairment assessment purposes, assets are grouped at the lowest levels for which

there are largely independent cash inflows (cash-generating units). As a result, some assets

are tested individually for impairment and some are tested at cash-generating unit level.

Goodwill is allocated to those cash-generating units that are expected to benefit from

synergies of the related business combination and represent the lowest level within the

Group at which Management monitors goodwill.

Cash-generating units to which goodwill has been allocated are tested for impairment at

least annually, as set out in Note 9.

All other individual assets or cash-generating units are tested for impairment whenever

events or changes in circumstances indicate that the carrying amount may not be

recoverable.

An impairment loss is recognized for the amount by which the assets or cash-generating

unit’s carrying amount exceeds its recoverable amount, which is the higher of fair value

less costs of disposal and value-in-use. To determine the value-in-use, Management

estimates expected future cash flows from each cash-generating unit and determines a

suitable rate in order to calculate the present value of those cash flows. The data used for

impairment testing procedures are directly linked to the Group’s latest approved budget,

adjusted as necessary to exclude the effects of future reorganizations and asset

enhancements. Discount factors are determined individually for each cash-generating unit

and reflect Management’s assessment of respective risk profiles, such as market and asset-

specific risks factors. Impairment losses for cash-generating units reduce first the carrying

amount of any goodwill allocated to that cash-generating unit. Any remaining impairment

loss is charged pro rata to the other assets in the cash-generating unit. With the exception

of goodwill, all assets are subsequently reassessed for indications that an impairment loss

previously recognized may no longer exist. An impairment loss is reversed if the assets or

cash-generating unit’s recoverable amount exceeds its carrying amount.

Impairment losses of continuing operations are recognized in our statement of

comprehensive income in those expense categories consistent with the function of the

impaired asset under review.

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Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

c. Taxation including deferred tax

The income tax expense recognized in profit or loss comprises the sum of deferred tax and

current tax not recognized in other comprehensive income or directly in equity. Current

tax is applied to taxable profits at the prevailing rate in the relevant country. Current tax

assets and liabilities are measured at the amount expected to be paid to (recovered from)

taxation authorities, using the rates/laws that have been enacted or substantively enacted

by the balance sheet date (IAS 12).

Current income tax assets and/or liabilities comprise those obligations to, or claims from,

fiscal authorities relating to the current or prior reporting periods, that are unpaid at the

reporting date. Current tax is payable on taxable profit, which differs from profit or loss in

the financial statements.

Deferred tax is provided for in full, using the liability method, on temporary differences

arising between the tax bases of assets and liabilities and their carrying amounts in the

consolidated financial statements. However, if deferred tax arises from the initial

recognition of goodwill, it is not recognized nor is deferred tax arising on the initial

recognition of an asset or liability unless the related transaction is a business combination

or affects tax or accounting profit. Deferred tax is determined using tax rates (and laws)

that have been enacted or substantively enacted by the reporting date and are expected to

apply when the related deferred tax asset is realized or the deferred tax liability is settled.

Withholding taxes on earnings of foreign operations are provided in the accounts only to

the extent earnings are expected to be repatriated.

Deferred tax assets are recognized to the extent that it is probable that future taxable profit

will be available against which the temporary differences can be utilized.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set

off current taxation assets against current taxation liabilities and it is the intention to settle

these on a net basis.

Deferred tax is provided on temporary differences arising on investments in subsidiaries

and associates, except where the timing of the reversal of the temporary difference is

controlled by the Group and it is probable that the temporary difference will not reverse in

the foreseeable future.

Management’s assessment over the probability of future taxable income in which deferred

tax assets can be utilized is based on forecasts. The tax rules in the jurisdictions in which

the Group operates are also taken into consideration. The recognition of deferred tax assets

subject to legal or economic uncertainties are assessed by Management on the individual

facts and circumstances.

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Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

d. Reporting and foreign currency translation

(a) Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured

using the currency of the primary economic environment in which the entity operates

(the “functional currency”). The consolidated financial statements are presented in US-

dollars, which is also the Parent Company’s functional currency.

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency of each

individual entity using the exchange rates prevailing at the dates of the transactions.

Foreign exchange gains and losses resulting from the settlement of such transactions

and from the translation at year-end exchange rates of monetary assets and liabilities

denominated in foreign currencies are recognized in profit or loss in financing costs.

When a gain or loss on a non-monetary item is recognized in other comprehensive

income, any exchange component of that gain or loss is recognized in other

comprehensive income. When a gain or loss on a non-monetary item is recognized in

profit or loss, any exchange component of that gain or loss is recognized in profit or

loss.

The results and financial position of all the Group entities (none of which has the

currency of a hyper-inflationary economy) that have a functional currency other than

the presentation currency are translated into the presentation currency on consolidation

as follows:

(i) Assets and liabilities for each statement of financial position presented are

translated at the closing rate at each reporting date.

(ii) Income and expenses for each statement of comprehensive income are translated

at average exchange rates (unless this average is not a reasonable approximation

of the cumulative effect of the rates prevailing on the transaction dates, in which

case income and expenses are translated at the dates of the transactions) for the

period presented.

(iii) All resulting exchange differences are recognized in other comprehensive

income and accumulated in a separate component of equity.

When a foreign operation is disposed of or control is lost, the cumulative amount of

the exchange differences relating to that operation accumulated in the separate

component of equity is reclassified from equity to profit or loss and recognized as part

of the gain or loss on disposal. Goodwill and fair value adjustments arising on the

acquisition of a foreign entity are treated as assets and liabilities of the foreign entity

and are translated at the closing rate.

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Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

e. Consolidation

The Group’s consolidated financial statements consolidate the financial statements of

Agility Real Estate Inc. and the entities it controls drawn up to December 31, 2024 and its

comparative periods.

(a) Subsidiaries

The parent controls a subsidiary if it is exposed, or has rights, to variable returns from

its involvement with the subsidiary and has the ability to affect those returns through

its power over the subsidiary. All subsidiaries are fully consolidated from the date on

which control is transferred to the Group. They are de-consolidated from the date that

control ceases.

Inter-company transactions, balances and unrealized gains on transactions between

Group subsidiaries are eliminated. Unrealized losses are also eliminated unless the

transaction provides evidence of an impairment of the asset transferred. Accounting

policies as applied to the subsidiaries have been changed where necessary to ensure

consistency with the policies adopted by the Group.

Non-controlling interests represent the portion of profit or loss and net assets in

subsidiaries that are not held by the Group and are presented separately within equity

in the consolidated statement of financial position, from parent shareholders’ equity.

(b) Business combinations

The Group applies the acquisition method of accounting when accounting for business

combinations. The cost of an acquisition is measured at the fair value of the assets

transferred, equity instruments issued and liabilities incurred or assumed at the date of

exchange. Costs directly attributable to the acquisition are charged to profit or loss as

incurred. Identifiable assets acquired, liabilities and contingent liabilities assumed in a

business combination are measured initially at their fair values at the acquisition date,

irrespective of any non-controlling interest. The excess of the cost of acquisition over

the fair value of the Group’s share of the identifiable net assets acquired is recorded as

goodwill. If the cost of acquisition is less than the fair value of the net assets for the

subsidiary acquired, the difference is recognized directly in profit or loss.

The Group has contractual arrangements with other parties which represent joint

ventures. In this case, the arrangements take the form of agreements to share control

over economic activities with Costa Rican assets. Strategic financial and operating

decisions relating to these assets require the unanimous consent of both parties.

Investments in joint ventures are accounted for using the equity method.

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Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

Any goodwill or fair value adjustment attributable to the Group’s share in the joint

venture is not recognized separately and is included in the amount recognized as

investment.

The carrying amount of the investment in joint ventures is increased or decreased to

recognize the Group’s share of the profit or loss and other comprehensive income of

the associate and joint venture, adjusted where necessary to ensure consistency with

the accounting policies of the Group.

Unrealized gains and losses on transactions between the Group and its joint ventures

are eliminated to the extent of the Group’s interest in those entities. Where unrealized

losses are eliminated, the underlying asset is also tested for impairment.

f. Intangible assets

(a) Goodwill

Goodwill represents the excess of the fair value of consideration transferred in a

business combination over the fair value of the Group’s share of the net identifiable

assets, liabilities and contingent liabilities at the date of the business combinations and

is not amortized. Goodwill is tested annually for impairment and carried at cost less

accumulated impairment losses.

Gains and losses on the disposal of an entity include the carrying amount of goodwill

relating to the entity sold.

(b) Software and software licenses

The Group includes acquired and internally developed software used in operations or

administration as intangible assets. They are accounted for using the cost model

whereby capitalized costs are amortized on a straight-line basis over their estimated

useful life. Residual values and useful lives are reviewed at each reporting date. In

addition, they are subject to impairment testing as described in Note 10. The following

useful lives are applied:

Software

2 – 5 years

Amortization has been included within depreciation, amortization and impairment of

non-financial assets. Acquired computer software licenses are capitalized on the basis

of the costs incurred to acquire and install the specific software.

g. Leases

The Group as a lessee

For any new contracts entered into, the Group considers whether a contract is, or contains

a lease. A lease is defined as “a contract, or part of a contract, that conveys the right to use

an asset (the underlying asset) for a period of time in exchange for consideration”.

Agility

Capital

Holding

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Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

To apply this definition, the Group assesses whether the contract meets three key

evaluations which are whether or not:

• the contract contains an identified asset, which is either explicitly identified in the

contract or implicitly specified by being identified at the time the asset is made

available to the Group;

• the Group has the right to obtain substantially all of the economic benefits from use of

the identified asset throughout the period of use, considering its rights within the

defined scope of the contract; and

• the Group has the right to direct the use of the identified asset throughout the period of

use. The Group assess whether it has the right to direct “how and for what purpose”

the asset is used throughout the period of use.

Measurement and recognition of leases as a lessee

At lease commencement date, the Group recognizes a right-of-use asset and a lease liability

on the balance sheet. The right-of-use asset is measured at cost, which is made up of the

initial measurement of the lease liability, any initial direct costs incurred by the Group, an

estimate of any costs to dismantle and remove the asset at the end of the lease, and any

lease payments made in advance of the lease commencement date (net of any incentives

received).

The Group depreciates the right-of-use assets on a straight-line basis from the lease

commencement date to the earlier of the end of the useful life of the right-of-use asset or

the end of the lease term.

The Group also assesses the right-of-use asset for impairment when such indicators exist.

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

the lease payments unpaid at that date, discounted using the interest rate implicit in the

lease if that rate is readily available or the Group’s incremental borrowing rate.

Lease payments included in the measurement of the lease liability are made up of fixed

payments (including in substance fixed), variable payments based on an index or rate,

amounts expected to be payable under a residual value guarantee and payments arising

from options reasonably certain to be exercised.

Subsequent to initial measurement, the liability will be reduced for payments made and

increased for interest. Interest is charged on the lease liability at an even rate on the

carrying amount of that liability (see above). It is re-measured to reflect any reassessment

or modification, or if there are changes in lease liability.

When the lease liability is re-measured, the corresponding adjustment is reflected in the

right-of-use asset, or profit and loss if the right-of-use asset is already reduced to zero.

The Group has elected to account for short-term leases and leases of low-value assets using

the practical expedients. Instead of recognizing a right-of-use asset and lease liability, the

payments in relation to these are recognized as an expense in profit or loss on a straight-

Agility

Capital

Holding

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Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

line basis over the lease term. On the statement of financial position, right-of-use assets

have been included in property, plant and equipment (except those meeting the definition

of investment property) and lease liabilities have been included in Obligations underleases

and hire purchase contracts.

h. Provisions

(a) Employee benefits

The Group recognizes a liability and an expense for bonuses and profit-sharing based

on a formula that takes into consideration the Group’s profits. The Group recognizes a

provision where it is contractually obliged to pay the benefits, and/or where there is a

past practice that has created a constructive obligation.

Defined Benefit Obligation (DBO)

Management’s estimate of the DBO is based on a number of critical underlying

assumptions such as standard rates of inflation, mortality, discount rate and

anticipation of future salary increase. Variation in these assumptions may significantly

impact the DBO amount and the annual defined benefit expenses. The liability

recognized in the statement of financial position for DBO’s is the present value of the

DBO at the report date.

Management estimates the DBO annually using simplifications of the projected unit

credit method as follow: (i) ignore estimated future salary increases, (ii) ignore future

service of current employees and (iii) ignore possible in-service mortality of current

employees between the reporting date and the date employees are expected to begin

receiving post-employment benefits. Discount factors are determined close to each

year-end by reference to high quality corporate bonds that are denominated in the

currency in which the benefits will be paid and that have terms to maturity

approximating the terms of the related liability.

Service cost on the Group’s defined benefit plan is included in employee benefit

expense. Net interest expense on the net defined benefit liability is included in finance

cost. Gains and losses resulting from re-measurements of the defined benefit liability

are included in other comprehensive income and are not reclassified to profit or loss in

subsequent periods.

(b) Other

Provisions are recognized when the Group has a present legal or constructive

obligation as a result of past events; it is more likely than not that an outflow of

resources will be required to settle the obligation, and the amount can be reliably

estimated. Provisions are measured at the best estimate of the expenditure required to

settle the present obligation at the end of each reporting period.

Agility

Capital

Holding

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Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

The Group provides against various litigation proceedings once judgments are

rendered against it, as in Management’s view this provides the best indication that

payment has become probable. The award amount is used as the Directors’ best

estimate of the potential liability, even if the Group is appealing the judgment.

Provisions are discounted to their present value, where the time value of money is material.

i. Financial instruments

Non-derivative financial instruments consist of:

Financial assets

Financial assets, which include cash and cash equivalents, trade receivables, unbilled

revenues, finance lease receivables, employee and other advances, investments in equity

and debt securities and eligible current and non-current assets.

Financial assets are derecognized when substantial risks and rewards of ownership of the

financial asset have been transferred. In cases where substantial risks and rewards of

ownership of the financial assets are neither transferred nor retained, financial assets are

derecognized only when the Company has not retained control over the financial asset.

Financial liabilities

Financial liabilities, which include long and short-term loans and borrowings, bank

overdrafts, trade payables, eligible current and non-current liabilities.

Subsequent measurement of financial assets

Non-derivative financial instruments are recognized initially at fair value. Subsequent to

initial recognition, non-derivative financial instruments are measured as described below:

Financial assets

Financial assets are measured at initial recognition at fair value and are classified and

subsequently measured at fair value through profit or loss, fair value through other

comprehensive income or amortized cost. Financial assets are assigned to these different

categories by Management on initial recognition, depending on the purpose for which they

were acquired. The designation of financial assets is re-evaluated at every reporting date at

which a choice of classification or accounting treatment is available.

All financial assets are recognized when the Group becomes a party to the contractual

provisions of the instrument.

Trade receivables, related party receivables and cash and cash equivalents are measured

subsequent to initial recognition at amortized cost using the effective interest method, less

Agility

Capital

Holding

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Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

provision for impairment. Any change in their value through impairment or reversal of

impairment is recognized in profit or loss.

Provision against trade receivables is made when there is objective evidence that the Group

will not be able to collect all amounts due to it in accordance with the original terms of

those receivables. The Group applies the expected credit loss model for recognizing

impairment loss on trade receivables. Expected credit loss is the difference between the

contractual cash flows and the cash flows that the entity expects to receive, discounted

using the effective interest rate. Loss allowances for trade receivables are measured at an

amount equal to lifetime expected credit loss. Lifetime expected credit losses are the

expected credit losses that result from all possible default events over the expected life of

a financial instrument. Lifetime expected credit loss is computed based on a provision

matrix which takes in to account risk profiling of customers and historical credit loss

experience adjusted for forward looking information. Accounts receivable are presented

net of an allowance for doubtful accounts. The carrying amount of the receivable is reduced

through use of an allowance account.

A financial asset is derecognized only where the contractual rights to the cash flows from

the asset expire or the financial asset is transferred, and that transfer qualifies for de-

recognition. A financial asset is transferred if the contractual rights to receive the cash

flows of the asset have been transferred or the Group retains the contractual rights to

receive the cash flows of the asset but assumes a contractual obligation to pay the cash

flows to one or more recipients. A financial asset that is transferred qualifies for de-

recognition if the Group transfers substantially all the risks and rewards of ownership of

the asset, or if the Group neither retains nor transfers substantially all the risks and rewards

of ownership but does transfer control of that asset.

Financial liabilities

Financial liabilities are obligations to pay cash or other financial assets and are recognized

when the Group becomes a party to the contractual provisions of the instrument. Financial

liabilities categorized at fair value through profit or loss, are recorded initially at fair value.

All other financial liabilities are recorded initially at fair value, net of direct issue costs.

Financial liabilities categorized as at fair value through profit or loss, are measured at each

reporting date at fair value, with changes in fair value being recognized in profit or loss.

All other financial liabilities are recorded at amortized cost using the effective interest

method, with interest-related charges recognized as an expense in finance cost in the

statement of comprehensive income. Finance charges, including premiums payable on

settlement or redemption and direct issue costs, are charged to profit or loss on an accrual

basis using the effective interest method and are added to the carrying amount of the

instrument to the extent that they are not settled in the period in which they arise.

A financial liability is derecognized only when the obligation is extinguished, that is, when

the obligation is discharged, cancelled or expires. Where an existing financial liability is

replaced by another from the same lender on substantially different terms, or the terms of

an existing liability are substantially modified, such an exchange or modification is treated

Agility

Capital

Holding

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Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

as de-recognition of the original liability and the recognition of a new liability, such that

the difference in the respective carrying amounts together with any costs or fees incurred

are recognized in profit or loss.

Trade and other payables are initially recognized at fair value, and subsequently carried at

amortized cost using the effective interest method. For these financial instruments, the

carrying amounts approximate fair value due to the short-term maturity of these

instruments.

j. Inventories

Inventories are valued at the lower of cost and net realizable value. Cost of inventory is

determined on a ‘first-in-first-out’ basis. Inventory consists of food, beverages and

supplies.

k. Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks with

maturities of 3 months or less from inception, other short term highly liquid investments

that are readily convertible into known amounts of cash and which are subject to an

insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown

within borrowings in current liabilities on the statement of financial position.

Restricted cash includes all cash balances that are required to be maintained under

regulatory requirements. Casino industry regulations vary by country but all require our

casino operations to maintain specified minimum levels of cash to support chips in play,

slot hoppers, and reserves.

l. Borrowings and borrowing costs

Borrowings are classified as current liabilities unless the Group has an unconditional right

to defer settlement of the liability for at least 12 months after the period end date.

Borrowing costs directly attributable to the acquisition, construction or production of a

qualifying asset, or assets that take a substantial period of time to prepare for their intended

use or sale are added to the cost of those assets, until such time as the assets are substantially

ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending

their expenditure on qualifying assets is deducted from the borrowing costs eligible for

capitalization.

All other borrowing costs are recognized in profit or loss in the period in which they are

incurred.

Agility

Capital

Holding

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Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

m. Share capital

Common shares are classified as equity.

Where the Group purchases the Group’s equity share capital (treasury shares), the

consideration paid, including any directly attributable incremental costs (net of income

taxes) is deducted from equity attributable to the Group’s equity holders until the shares

are cancelled or reissued. Where such shares are subsequently sold or reissued, any

consideration received, net of any directly attributable incremental transaction costs and

the related income tax effects are included in equity attributable to the Group’s equity

holders.

n. Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of

grant is charged to profit or loss over the vesting period, with the corresponding credit to

the share option reserve. Non-market vesting conditions are taken into account by adjusting

the number of equity instruments expected to vest at each Balance Sheet date so that,

ultimately, the cumulative amount recognized over the vesting period is based on the

number of options that eventually vest.

Market vesting conditions are factored into the fair value of the options granted. As long

as all other vesting conditions are satisfied, a change is made irrespective of whether the

market vesting conditions are satisfied. The cumulative expense is not adjusted for failure

to achieve a market vesting condition. Where the terms of the options are modified before

they vest, the increase in the fair value of the options, measured immediately before and

after the modification, is also charged over the remaining vesting period.

All share-based remuneration is ultimately recognized as an expense in profit or loss with

a corresponding credit to retained earnings. If vesting periods or other vesting conditions

apply, the expense is allocated over the vesting period, based on the best available estimate

of the number of share options expected to vest. Upon exercise of share options, the

proceeds received net of any directly attributable transaction costs up are recognized as

share capital.

Where equity instruments are granted to persons other than employees, the Statement of

Comprehensive Income is charged with the fair value of goods and services received. If

fair value cannot be reliably measured the fair value of the goods or services received, the

value of the services are recognized, and the corresponding increase in equity, is recognized

indirectly, by reference to the fair value of the equity instruments granted.

o. Net gaming wins and revenue recognition

Revenue is recognized to the extent that it is probable that the economic benefits will flow

to the Group, the revenue can be reliably measured, the risks and rewards of ownership

have been transferred to the buyer, the Group no longer has control over the goods, and the

costs incurred in respect of the transaction can be reliably measured.

Agility

Capital

Holding

| Annual Report 202

Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

Revenue is recognized on specific items as follows:

(a) Net gaming wins – Casino revenues represent the net wins/(losses) from gaming

activities, which is, for slot machines, the difference between coins and currencies

deposited into the machines and the payments to customers and, for other (table and

sports book) games, the difference between gaming wins and losses. Net gaming wins

are recognized when they occur.

(b) Food, beverage and hospitality sales – Revenue is recognized at the point of sale or

upon the actual rendering of service.

the effective yield on the asset).

Costs and expenses are recognized in profit or loss upon utilization of the service or at the

date they are incurred.

p. Earnings per share

Basic earnings per share is calculated using the weighted-average number of shares

outstanding during the period.

The Group uses the treasury stock method to compute the dilutive effect of options,

warrants and similar instruments. Under this method, the dilutive effect on earnings per

share is recognized on the use of the proceeds that could be obtained upon exercise of

options, warrants and similar instruments. It assumes that the proceeds would be used to

purchase common shares at the average market price during the period.

q. Project development costs

Project development costs incurred in an effort to identify and develop new Real Estate

and Hospitality locations are expensed as incurred.

r. Profit or loss from discontinued operations

A discontinued operation is a component of the entity that either has been disposed of, or

is classified as held for sale, and:

• represents a separate major line of business or geographical area of operations;

• is part of a single coordinated plan to dispose of a separate major line of business or

geographical area of operations; or

• is a subsidiary acquired exclusively with a view to resell.

Profit or loss from discontinued operations, including prior year components of profit or

loss, are presented in a single amount in the statement of comprehensive income.

Agility

Capital

Holding

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Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

s. Fair value measurement

Fair value is defined as 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.

Management uses valuation techniques to determine the fair value of financial instruments

(where active market quotes are not available) and non-financial assets. This involves

developing estimates and assumptions consistent with how market participants would price

the instrument. Management bases its assumptions on observable data as far as possible

but this is not always available. In that case Management uses the best information

available.

Estimated fair values may vary from the actual prices that would be achieved in an arm’s

length transaction at the reporting date.

4. SEGMENTAL INFORMATION

In identifying its operating segments, Management generally follows the Group's geographic

country lines. These operating segments are monitored by the Group’s chief operating decision

makers and strategic decisions are made on the basis of adjusted operating results.

The activities undertaken by each operating segment include the operation of casinos and related

food, beverage and hospitality activities.

Each of these operating segments is managed separately by country managers as each country has

a different regulatory environment and customs, as well as, different marketing approaches. All

inter-segment transfers are carried out at arm's length prices when they occur.

The measurement policies the Group uses for segment reporting under IFRS 8 are the same as those

used in its financial statements, except that expenses relating to share-based payments are not

included in arriving at the operating profit of the operating segments and results for the Group’s

equity accounted joint venture is shown proportionally. Corporate assets that are not directly

attributable to the business activities of any operating segment are not allocated to a segment.

There have been no changes from prior periods in the measurement methods used to determine

reported segment profit or loss. No asymmetrical allocations have been applied between segments.

Agility

Capital

Holding

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Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

Operating segments

	Costa Rica		Nicaragua		Peru (3)
	2024	2023	2024	2023	2024	2023
Continuing operations
Total revenue	-	-	16,271	14,621	797	864
Operating profit / (loss) before: project development, depreciation,
amortization and other gains and losses (Adjusted EBITDA)	-	-	4,298	4,300	159	287
Project development	-	-	-	(42)	-	-
Depreciation and amortization	-	-	(1,248)	(1,017)	(90)	(60)
Other gains and (losses)	-	-	25	12	(26)	700
Segments result	-	-	3,075	3,253	43	927
Foreign exchange gain / (loss)	-	-	29	(13)	18	(85)
Share of profit / (loss) from equity accounted investments	(43)	242	-	-	-	-
Finance costs	-	-	(485)	(178)	-	-
Finance income	-	-	12	12	-	-
Other interest	-	-	(48)	(47)	(1)	-
Management fees - intercompany charges	-	-	(480)	(630)	-	-
Profit / (loss) before taxation	(43)	242	2,103	2,397	60	842
Taxation	-	-	(654)	(737)	(138)	(660)
Profit / (loss) for the year-continuing operations	(43)	242	1,449	1,660	(78)	182
Profit / (loss) for the year-discontinued operations	-	-	-	-	229	2,082
Profit / (loss) for the year	(43)	242	1,449	1,660	151	2,264
Currency translation reserve and remeasurement of employee benefits	-	-	60	74	-	-
Total comprehensive income for the year	(43)	242	1,509	1,734	151	2,264
Non-controlling interest	-	-	(665)	(764)	-	-
Total comprehensive income attributable to owners of the parent	(43)	242	844	970	151	2,264
Assets and liabilities
Segment intangible assets:
Intangible assets with indefinite useful lives	-	-	1,387	1,387	-	-
Intangible assets with finite useful lives	-	-	-	-	5	5
Segment assets:
Property, plant and equipment	-	-	6,681	5,346	24	23
Other segment assets (including cash)	-	(1,066)	3,859	3,637	20,180	20,127
Total segment assets	-	(1,066)	11,927	10,370	20,209	20,155
Assets classified as held for sale	-	4,860	-	-	3	110
Total assets	-	3,794	11,927	10,370	20,212	20,265
Total segment liabilities	-	-	7,319	5,881	887	962
Liabilities associated with assets held for sale	-	-	-	-	-	-
Total liabilities	-	-	7,319	5,881	887	962
Net assets	-	3,794	4,608	4,489	19,325	19,303
Non-controlling interest	-	-	1,697	1,732	-	-
Other segment items
Capital expenditure	-	-	2,625	874	6	17
Depreciation and amortization	-	-	1,248	1,017	90	60

- continued -

Agility

Capital

Holding

| Annual Report 202

Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

(1)

Includes non-operating entities

(2)

Includes adjustment to Costa Rica segment results for equity accounting under IFRS 11. On July 23, 2024, the Group

completed the sale of its 50% ownership of a Costa Rican property commonly referred to as “Tres Rios”.

			Corporate and non-allocated		Costa Rica IFRS 11
	Total Operation		(1)		Adjustments (2)		Total
	2024	2023	2024	2023	2024	2023	2024	2023
Continuing operations
Total revenue	17,068	15,485	-	-	-	-	17,068	15,485
Operating profit / (loss) before: project development, depreciation,
amortization and other gains and loss es (Adjusted EBITDA)	4,457	4,587	(1,655)	(1,813)	-	-	2,802	2,774
Project development	-	(42)	-	-	-		-	(42)
Depreciation and amortization	(1,338)	(1,077)	-	-	-	-	(1,338)	(1,077)
Other gains and (losses)	(1)	712	541	1,249	-	-	540	1,961
Segments result	3,118	4,180	(1,114)	(564)	-	-	2,004	3,616
Foreign exchange gain / (loss)	47	(98)	467	(66)	-	-	514	(164)
Share of profit / (loss) from equity accounted investments	(43)	242	-	-	-	-	(43)	242
Finance costs	(485)	(178)	(531)	(632)	-	-	(1,016)	(810)
Finance income	12	12	17	37	-	-	29	49
Other interest	(49)	(47)	-	-	-	-	(49)	(47)
Management fees - intercompany charges	(480)	(630)	480	630	-	-	-	-
Profit / (loss ) before taxation	2,120	3,481	(681)	(595)	-	-	1,439	2,886
Taxation	(792)	(1,397)	(175)	(148)	-	-	(967)	(1,545)
Profit / (loss ) for the year-continuing operations	1,328	2,084	(856)	(743)	-	-	472	1,341
Profit / (loss ) for the year-discontinued operations	229	2,082	(1,097)	-	-	-	(868)	2,082
Profit / (loss ) for the year	1,557	4,166	(1,953)	(743)	-	-	(396)	3,423
Currency translation reserve and remeasurement of employee benefits	60	74	1,097	459	-	-	1,157	533
Total comprehensive income for the year	1,617	4,240	(856)	(284)	-	-	761	3,956
Non-controlling interest	(665)	(764)	-	-	-	-	(665)	(764)
Total comprehensive income attributable to owners of the parent	952	3,476	(856)	(284)	-	-	96	3,192
Ass ets and liabilities
Segment intangible assets:
Intangible assets with indefinite useful lives	1,387	1,387	-	-	-	-	1,387	1,387
Intangible assets with finite useful lives	5	5	-	-	-	-	5	5
Segment assets:
Property, plant and equipment	6,705	5,369	-	-	-	-	6,705	5,369
Other segment assets (including cash)	24,039	22,698	(11,759)	(8,677)	-	1,369	12,280	15,390
Total segment assets	32,136	29,459	(11,759)	(8,677)	-	1,369	20,377	22,151
Assets classified as held for sale	3	4,970	-	-	-	(4,860)	3	110
Total assets	32,139	34,429	(11,759)	(8,677)	-	(3,491)	20,380	22,261
Total segment liabilities	8,206	6,843	7,778	11,157	-	-	15,984	18,000
Liabilities associated with assets held for sale	-	-	-	-	-	-	-	-
Total liabilities	8,206	6,843	7,778	11,157	-	-	15,984	18,000
Net assets / (liabilities)	23,933	27,586	(19,537)	(19,834)	-	(3,491)	4,396	4,261
Non-controlling interest	1,697	1,732	-	-	-	-	1,697	1,732
Other segment items
Capital expenditure	2,631	891	-	-	-	-	2,631	891
Depreciation and amortization	1,338	1,077	-	-	-	-	1,338	1,077

Agility

Capital

Holding

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Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

5. OTHER GAINS AND (LOSSES)

		2024		2023
Gain on sale, write off of assets and liabilities (a)	$	419	$	1,109
Gain on debt extinguishment (b)		190		711
Other (c)		(50)		68
Restructuring costs (d)		(19)		(15)
Settlement of THLA tax case		-		309
Reimburesment to Group on lender settlement		-		67
Settlement of other liabilities		-		(258)
Settlement of Costa Rica litigation		-		(30)
Total	$	540	$	1,961

a. Gain on sale, write off of assets and liabilities

During the year ended December 31, 2024, the Group recognized gains on the disposal of

property, plant, and equipment of $8,000, gain on penalty from contract cancelation of $14,000,

fair value gain on financial asset through profit and loss of $27,000, and gain from write-off of

aged liabilities of $370,000.

b. Gain on debt extinguishment

During the year ended December 31, 2024, the group negotiated settlements with six lenders

extinguishing $2,002,000 of principal. The settlements resulted in a $190,000 gain on debt

extinguishment.

c. Other

During the year ended December 31, 2024, the group recorded expenses for draw-downs on

the hold-back account related to a settlement reached between parties of $50,000. The hold-

back account is included in other receivables.

d. Restructuring costs

During the year ended December 31, 2024, in an effort to restructure Peru overhead, the Group

reduced its Peru head count. The restructuring costs are made up of severance settlements to

liquidate employees totaling $19,000.

Agility

Capital

Holding

| Annual Report 202

Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

6. COMPENSATION OF KEY PERSONNEL

Key Management of the Group are the members of the Board of Directors and officers.

The remuneration of key management personnel during the year was as follows:

		2024		2023
Salaries and bonuses		1,038		1,216
Short-term benefits		26		50
Total	$	1,064	$	1,266

The following table provides additional detail of remuneration to key management personnel

during the year:

								Short-term		Total
Name	Officer/Director	Salary		Bonus		Severance		benefits		compensation
Salomon Guggenheim (1)	Director-Officer	$	281	$	174	$	-	$	18	$	473
Peter Lesar (2)	Officer		240		170		-		2		412
Yazmina Escobar (3)	Officer		94		31		-		6		131
Stephan Fitch	Director		24		-		-		-		24
Reto Stadelmann	Director		24		-		-		-		24
Total		$	663	$	375	$	-	$	26	$	1,064

(1)

Aggregate other compensation includes discretionary expenses of $18,000.

(2)

Aggregate other compensation includes discretionary expenses of $2,000.

(3)

Aggregate other compensation includes health insurance of $6,000.

The remuneration of key personnel is determined by the compensation committee taking into

account the performance of individuals and market trends.

Share Options

On October 28, 2024, the Board of Directors approved the issuance of stock options to Peter LeSar in

the amount of 29,452 shares at an average exercise price of $2.73, with 50% to vest in December 2025

and 50% to vest in December 2026. The Board also approves these options shall immediately vest

should the Company be subject to a hostile takeover or should the CEO be removed for reasons other

than cause and, in either case, the CEO will have a period of ninety (90) days from either event to

exercise said options.

Agility

Capital

Holding

| Annual Report 202

Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

7. FINANCING COSTS AND INCOME

Finance cost and income includes all interest-related expenses and income, other than those arising

from financial assets at fair value through profit or loss. The following amounts have been included

in profit or loss for the reporting periods presented:

	2024		2023
Finance cost
Bank loans	$	19	$	32
Other loans		392		471
Related party loans		101			123
Finance charges payable under finance leases and hire purchase contracts		450			138
Amortization of borrowing costs		8			-
Other finance charges		46			46
Total finance costs (on a historical cost basis)		1,016			810
Finance income
Bank interest receivable		28			49
Related party interest receivable		1			-
Total finance income (on a historical cost basis)	$	29	$		49
Other interest
Other interest		49			47
Total other interest	$	49	$		47

Agility

Capital

Holding

| Annual Report 202

Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

8. INCOME TAXES AND DEFERRED TAX LIABILITY

a) Tax charged in profit or loss

	2024		2023
Current Income Tax
Foreign tax	$	949	$	1,277
Total current income tax		949		1,277
Deferred Tax
Origination and reversal of temporary differences		18		268
Total deferred tax		18		268
Tax charged in the statement of comprehensive income	$	967	$	1,545
Taxes allocated to:
Loss for the year		967		1,545
Totals	$	967	$	1,545

Agility

Capital

Holding

| Annual Report 202

Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

b) Reconciliation of the total tax charge

The tax expense in the statement of comprehensive income for the year is higher than the

standard rate of corporate tax in the British Virgin Islands of 0%. The differences are

reconciled below:

	2024		2023
Accounting profit / (loss) before income tax	$	1,439	$	2,886
Effect of different tax rates on overseas earnings		967		1,545
Total tax expense reported in the statement of income	$	967	$	1,545
Deferred income tax assets
Temporary differences on net assets		1,197		940
Total deferred tax	$	1,197	$	940
Deferred income tax liabilities
Other assets - net book value in excess of unamortized tax		4		-
Other		983		685
Total deferred tax liabilities	$	987	$	685

At December 31, 2024, the Group has unrecognized United States income tax net operating losses

of $17,377,000 (2023 - $18,231,000). These operating losses expire at various dates for up to 20

years. The potential income tax benefits related to United States loss carry forwards have not been

reflected in the accounts as the Group does not anticipate future United States net income.

The Group has recorded a deferred tax asset in the amount of $1,197,000 (2023 - 940,000), related

to leases in the Group’s Nicaragua Subsidiary and to provisions and book reserves in certain Peru

subsidiaries.

	Statement of Financial Position						Statement of Financial Position
	2024						2023
	Deferred Tax		Deferred Tax		Deferred Tax		Deferred Tax		Deferred Tax		Deferred Tax
	Assets		Liabilities		Total		Assets		Liabilities		Total
Balance at beginning of year	$	940	$	(685)	$	255	$	1,408	$	(855)	$	553
Movement in profit or loss		257		(302)		(45)		(460)		161		(299)
Foreign exchange and other		-		-		-		(8)		9		1
Balance at end of year	$	1,197	$	(987)	$	210	$	940	$	(685)	$	255

Agility

Capital

Holding

| Annual Report 202

Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

9. INTANGIBLE ASSETS

	2024						2023
			Others						Others
	Goodwill		(Software and		Total		Goodwill		(Software and		Total
			license)						license)
Cost
Balance at beginning of year	$	1,387	$	3,044	$	4,431	$	1,387	$	3,044	$	4,431
Additions		-		-		-		-		-		-
Sale of subsidiary		-		-		-		-		-		-
Balance at end of year		1,387		3,044		4,431		1,387		3,044		4,431
Accumulated amortization and impairment
Balance at beginning of year		-		3,039		3,039		-		3,040		3,040
Change for the year		-		-		-		-		(1)		(1)
Balance at end of year		-		3,039		3,039		-		3,039		3,039
Carrying amount
At beginning of year		1,387		5		1,392		1,387		4		1,391
At end of year	$	1,387	$	5	$	1,392	$	1,387	$	5	$	1,392

Impairment review

For the purposes of assessing potential impairment, the Group’s assets are grouped and reviewed

for impairment at the lowest cash generating unit (CGU) level, where cash flows are independent

of one another. The review is focused on our ongoing operating segments located in Nicaragua,

where CGU is deemed by operating location/venue.

For the purpose of annual impairment testing, goodwill in Nicaragua was allocated to each

individual CGU proportional to its percentage of country-wide revenue.

				2024
				Other asse ts		Total assets
		Goodwill		considered for		considered for
				impairment		impairment
Nicaragua		1,387		6,482		7,869
Total	$	1,387	$	6,482	$	7,869

(1) Calculated as net asset of the CGU plus borrowings less cash and cash equivalents.

Agility

Capital

Holding

| Annual Report 202

Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

The recoverable amount of each CGU was determined based on value-in-use calculations. The

following paragraphs describe the key assumptions on which Management has based its cash flow

projections for the period covered by the most recent budgets/forecasts and a description of

Management’s approach to determining the value(s) assigned to each key assumption.

Management’s key assumptions to forecast cash flow include:

1. Revenue and revenue growth: Revenue and revenue growth was considered as a key

assumption. Specifically, revenue for future years was forecasted by: a) Taking into account

as a base line the revenue generated in each CGU in 2024; and b) Increasing that base line

revenue equal to an organic growth that is equal to the long-term GDP growth forecasted by

independent analysts for Nicaragua.

2. Cost of goods sold and growth of costs of goods sold: Cost of goods sold and growth in cost

of goods sold was considered as a key assumption. Specifically, costs of goods sold for future

years was forecasted by: a) Taking into account as a base line the cost of goods sold in each

CGU in 2024; and b) Increasing that base line cost of goods sold by the long-term rate of

inflation rate forecasted by independent analysts for Nicaragua.

3. Operating costs and growth of operating costs: Operating costs and growth in operating costs

was considered as a key assumption. Specifically, operating costs for future years were

forecasted by: a) Taking into account as a base line the operating cost of in each CGU in 2024;

and b) Increasing those base line operating costs by the long-term rate of inflation rate

forecasted by independent analysts for Nicaragua.

4. Depreciation and amortization: Depreciation and amortization are forecasted based on the

known future schedule of depreciation and amortization as of December 31, 2024 for each

CGU, and then adjusted based on the future depreciation of assets to be purchased in the future

using maintenance capex. For the purpose of annual impairment testing, depreciation and

amortization in Nicaragua were allocated to each individual CGU proportional to its percentage

of country-wide revenue.

5. Financing costs, net: Financing costs, net are forecasted based on the schedule of all known

debt as of December 31, 2024 for each CGU. For the purpose of annual impairment testing,

financing costs, net in Nicaragua were allocated to each individual CGU proportional to its

percentage of country-wide revenue.

6. Direct and indirect taxes: Direct and indirect taxes were forecasted based on the tax regime in

place as of December 31, 2024.

7. Maintenance Capex: Maintenance capex was forecasted for future years based on the

percentage of revenue allocated to maintenance capex in 2024 for each CGU.

The impairment testing performed by the Group considers cashflows projected for a 5-year period

(2025-2029), using the last full year of operations (2024) as the base for this projection. Each

(CGU) has been tested by applying the same 5-year projection method with specific yearly growth

assumptions. More details can be found in this 2024 Annual Report: Note 3.2(c).

Agility

Capital

Holding

| Annual Report 202

Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

The key assumptions used in the estimation of value in use are as follows:

In percent	2024	2023
Discount rate	14.54	16.23
Terminal value growth rate	1.0	1.0

Discount rates

The present value of the expected cash flow of each CGU is determined by applying a suitable

discount rate. The discount rate was derived based on the calculation of Weighted Average Cost of

Capital (WACC) for the Group, adjusted to reflect market data for companies in the gaming

industry. The discount rates reflect appropriate adjustments relating to market risk and specific risk

factors of each CGU (incorporating adjustments for geographic location and currency risk). The

discount rate applied to Nicaragua was 14.54% (2023: 16.23%).

Growth rates

A conservative growth rate of 1% was used to extrapolate the cashflow projections approved by

Management. This terminal growth rate is well below both our Nicaragua operation´s average

growth rate and Nicaragua´s economic growth rate experienced over the last few years.

With regard to the assessment of value in use of each CGU, the recoverable amount was

substantially in excess of the carrying amount. A 1% decrease in EBITDA would reduce the

headroom by $194 thousand in 2024 (2023: $168 thousand) but would not result in an impairment

loss.

Agility

Capital

Holding

| Annual Report 202

Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

10. PROPERTY, PLANT AND EQUIPMENT

	Building and		Leasehold		Gaming		Furniture and		Construction in
			improvements		machines		equipment		progress and		Total
	Land(1)								advances
Cost
As of January 1, 2024 (restated)	$	6,892	$	1,631	$	5,161	$	4,174	$	-	$	17,858
Foreign exchange adjustments		1		-		-		(5)		-		(4)
Additions		1,638		9		543		310		131		2,631
Disposals		(553)		-		-		(4)		-		(557)
Transfers		16		96		-		5		(117)		-
As of December 31, 2024		7,994		1,736		5,704		4,480		14		19,928
Depreciation
As of January 1, 2024 (restated)	$	2,952	$	1,549	$	4,467	$	3,521	$	-	$	12,489
Foreign exchange adjustments		(1)		-		-		(4)		-		(5)
Charge for the year		719		36		270		229		-		1,254
Lease modifications		40		-		-		-		-		40
Disposals		(553)		-		-		(2)		-		(555)
As of December 31, 2024		3,157		1,585		4,737		3,744		-		13,223
Net book value as of January 1, 2024		3,940		82		694		653		-		5,369
Net book value as of December 31, 2024	$	4,837	$	151	$	967	$	736	$	14	$	6,705

	Building and		Leasehold		Gaming		Furniture and		Construction in
			improvements			machines	equipment		progress and		Total
	Land(1)								advances
Cost (restated)
As of January 1, 2023	$	6,964	$	1,622	$	4,754	$	3,896	$	-	$	17,236
Foreign exchange adjustments		(89)		(17)		(42)		(26)		-		(174)
Additions		-		-		246		212		433		891
Disposals		-		-		-		(95)		-		(95)
Transfers		17		26		203		187		(433)		-
As of December 31, 2023		6,892		1,631		5,161		4,174		-		17,858
Depreciation (restated)
As of January 1, 2023	$	2,314	$	1,534	$	4,348	$	3,474	$	-	$	11,670
Foreign exchange adjustments		(37)		(17)		(36)		(23)		-		(113)
Charge for the year		675		32		155		158		-		1,020
Disposals		-		-		-		(88)		-		(88)
As of December 31, 2021		2,952		1,549		4,467		3,521		-		12,489
Net book value as of January 1, 2023		4,650		88		406		422		-		5,566
Net book value as of December 31, 2023	$	3,940	$	82	$	694	$	653	$	-	$	5,369

(1) Includes right-of-use assets, whose net value as of December 31, 2024 is $3,065,000 (2023 - $2,109,000).

Agility

Capital

Holding

| Annual Report 202

Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

During 2024, the Group recognised additions to right-of-use assets related to leased properties of $

1.6 million and disposed of a right-of-use asset of $ 553 thousand that had been fully depreciated,

following the conclusion of the related lease contract.

Assets pledged as security

Assets with the following amounts have been pledged to secure borrowings of the Group:

	December 31, 2024				December 31, 2023
	Cost		Amortized cost		Cost		Amortized cost
Property	$	221	$	164	$	2,036	$	637
Total	$	221	$	164	$	2,036	$	637

The carrying value of assets held under finance leases and hire purchase contracts at December

31, 2024 was $3,065,000 (2023 - $2,109,000).

Agility

Capital

Holding

| Annual Report 202

Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

11. Investment Property

Investment property includes land in the Group's Nicaraguan subsidiary and building in the Group’s

Peruvian subsidiary. The Nicaraguan land is located adjacent to its headquarters on the highway

to Masaya, whose use has not been defined by the Group. The Peruvian property consists of

consists of 7,936m2 of rental office space and parking. Both properties are carried at historical cost.

	Balance as of				Foreign		Balance as of
	Jan 1, 2024		Additions		exchange		Dec 31, 2024
					adjustments
Cost
Property	$	4,599	$	-	$	(54)	$	4,545
		4,599		-		(54)		4,545
Depreciation
Property	$	1,179	$	86	$	(18)	$	1,247
		1,179						1,247
Net book value	$	3,420					$	3,298

	Balance as of				Foreign		Balance as of
	Jan 1, 2023		Additions		exchange		Dec 31, 2023
	(restated)				adjustments		(restated)
Cost
Property	$	4,501	$	-	$	98	$	4,599
		4,501		-		98		4,599
Depreciation
Property	$	1,090	$	57	$	32	$	1,179
		1,090						1,179
Net book value	$	3,411					$	3,420

The fair value of the Nicaraguan and Peruvian properties is up to $4,349,000 and $6,901,000,

respectively according to the last valuations performed by independent appraisers.

Agility

Capital

Holding

| Annual Report 202

Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

12. ASSETS CLASSIFIED AS HELD FOR SALE AND DISCONTINUED

OPERATIONS

In 2021, the Group decided to convert it’s 66-suite hotel in Lima, Peru into a 66-unit condominium

apartment complex. As of October 31, 2021 the Group’s Peru hotel ceased operations as a hotel

and legally cancelled its hotel operating license. The Group has completed the process to: i) Legally

sub-divide the former hotel in to 66 individually titled apartment units; ii) Procure all change of

use and other regulatory approvals. The decision was taken in line with the Group’s strategy to

reduce debt and to improve the Group’s financial position. The Peru hotel operation has been

reported as a discontinued operation. As of the date of publication of this 2024 Annual Report, the

Group has sold the 66 apartment units: 1 apartment and 8 parking spaces were sold in 2024 (15

apartments and 30 parking spaces were sold in 2023).

Revenues and expenses, gains and losses relating to the Peru hotel operation have been eliminated

from the Group’s statement of comprehensive income and are shown in a single line item on the

face of the statement of comprehensive income (see “profit/ (loss) for the period from discontinued

operations”).

	2024		2023
Food, beverage, hospitality and other sales	$	-	$	-
Total revenue		-		-
Cost of goods sold		-		-
Gross profit		-		-
Other operating costs
Operating, general and administrative		(9)		(199)
Depreciation and amortization		-		-
Other gains / (losses)		21		40
Operating (loss) / profit		12		(159)
Loss before tax		12		(159)
Profit for the year		12		(159)
Gain on disposal		217		2,241
Profit / (loss) for the year from discontinue d
operations	$	229	$	2,082

Agility

Capital

Holding

| Annual Report 202

Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

The carrying amount of Peru hotel assets that are held for sale may be summarized as follows:

	Peru Hotel
	2024		2023
Property, plant and equipment	$	3	$	110
Assets classified as held for sale	$	3	$	110

	2024		2023
Net cash from operating activities	11			(159)
Net cash (used) for investing activities		-		-
Net cash (used) for financing activities		-		-
Effect of foreign exchange adjustment		-		-
Cash flows from discontinued operations	$	11	$	(159)

Gain on disposal

During the period ended December 31, 2024, 1 apartment and 8 parking spaces held for sale were

sold. There is 1 parking space pending and expected to be sold in 2025. The transactions resulted

in a gain on disposal to the Group of approximately $217 thousand. The consideration received

was approximately $323 thousand in cash as described below.

	Peru Asset Sales
Property, plant and equipment	$	106
Net assets disposed	$	106
Consideration in cash		323
Fair value of proceeds	$	323
Gain on Disposal	$	217

Agility

Capital

Holding

| Annual Report 202

Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

Costa Rica Joint Venture Disposal

On July 23, 2024, the Group disposed of its 50% joint venture in a Costa Rican company, King

Lion Network, S.A. (“KLN”). The carrying value of the equity investment at the disposal date was

$2,698,000.

The consideration was received fully in cash in 2024. At the date of disposal, the carrying amounts

of KLN’s net assets were as follows:

	KLN JV Sale
Investment accounted for using the equity method	$	2,698
Net assets disposed	$	2,698
Consideration in cash		5,400
Less: Write-off of balances due from KLN		(2,159)
Fair value of proceeds	$	3,241
Recycled - Currency translation reserve		(1,640)
Loss on Disposal	$	( 1,097 )

The loss on disposal is included in the loss for the year from discontinued operations in the

consolidated statement of profit or loss.

Agility

Capital

Holding

| Annual Report 202

Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

13. TRADE AND OTHER RECEIVABLES

Trade and other receivables consist of the following:

	2024		2023*
Other non-current assets
Deposits for rental, land and equipment		66		65
Other receivables		62		752
Total other non-current assets	$	128	$	817
Trade and other receivables
Trade receivables, gross		1,051		1,059
Allowance for credit losses		(887)		(906)
Notes receivable		175		-
Prepaid expense		219		144
Value added tax and employee receivables		187		194
Other receivables		296		-
Prepaid income tax		120		194
Total trade and other receivables	$	1,161	$	685

* Adjusted for comparison purposes

Agility

Capital

Holding

| Annual Report 202

Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

Trade and other receivables

The carrying value of the trade receivables is considered a reasonable approximation of fair value.

All of the Group’s trade and other receivables have been reviewed for indicators of impairment.

No impairment provision was recorded for the year ended December 31, 2024 (2023 impairment

provision recorded - $22,000).

The age of the trade receivables past due but not impaired is as follows:

		2024		2023
Not more than 3 months		102		110
More than 3 months but not more than 6 months		27		7
More than 6 months but not more than 1 year		9		8
More than 1 year		26		28
Total	$	164	$	153

14. INVENTORIES

		2024		2023
Food and beverage supplies		117		96
Casino goods and promotional items		107		83
Uniform and operational supplies		84		48
Gaming machine parts		40		55
Total	$	348	$	282

Cost of goods sold within Cost of sales was $1,348,000 for the year ended December 31, 2024 and

$1,139,000 for the year ended December 31, 2023.

There were no inventory write offs in 2024.

Agility

Capital

Holding

| Annual Report 202

Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

15. CASH AND CASH EQUIVALENTS

For the purpose of the consolidated cash flow statement, cash and cash equivalents comprise the

following at December 31, 2024 and December 31, 2023:

		2024		2023
Cash at banks and on hand		2,353		3,127
Restricted cash		748		859
Short-term deposits		2,611		208
Total	$	5,712	$	4,194

Cash at banks earns interest at floating rates based on daily bank deposit rates. Short-term deposits

are made for varying periods of time between one day and twelve months, depending on the

immediate cash requirements of the Group, and earn interest at the respective short-term deposit

rates. The fair value of cash at banks and on hand amount to $2,353,000 (2023 - $3,127,000) and

the short-term deposit (not restricted) amounts to $2,400,000 (2023-$0).

Restricted cash includes the casino’s bankroll, hopper loads of $748,000 and a certificate of deposit

that renews monthly and yields interest of 1.5% per year that is required by the gaming authorities

in Nicaragua of $211,000. The Group classifies the casino bankroll as restricted, as these balances

are required to operate the business, thus these funds cannot be used to pay the obligations of the

Group. The fair value of restricted cash is $959,000 at December 31, 2024 (2023 - $1,067,000).

16. TRADE AND OTHER PAYABLES

		2024		2023*
Other non-current liabilities
Deferred Income		14		13
Other liabilities		138		487
Total other non-current liabilities	$	152	$	500
Trade and other payables
Trade and other payables		2,074		1,824
Other accrued liabilities		1,219		1,267
Total trade and other payables (current)	$	3,293	$	3,091

* Adjusted for comparison purposes

Current - trade payables are non-interest bearing and are normally settled on 30-to-90-day terms.

Agility

Capital

Holding

| Annual Report 202

Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

17. BORROWINGS

Borrowings consist of loans payable detailed as follows:

	Schedule of principal repayments
													Unamortized

	2025		2026		2027		2028		2029		Thereafter		premiums , discounts		Total
													& issuance costs
Interest Rate(1):
>10%	$	37	$	41	$	46	$	51	$	56	$	107	$	-	$	338
6% to 9% (2)		3,646		54		57		61		64		532		-		4,414
<5%		533		-		-		-		-		-		-		533
Total principal repayments	$	4,216	$	95	$	103	$	112	$	120	$	639	$	-	$	5,285

1. Floating rate loans are calculated as of the effective rate on December 31, 2024.

													Unamortized
	2025		2026		2027		2028		2029		Thereafter		premiums , discounts		Total
													& issuance costs
Country:
Corporate (2)	$	4,179	$	54	$	57	$	61	$	64	$	532	$	-	$	4,947
Nicaragua		37		41		46		51		56		107		-		338
Total principal repayments	$	4,216	$	95	$	103	$	112	$	120	$	639	$	-	$	5,285

2. The Group's parent entity (Corporate) assumed outstanding debt balances of our Guatemala and Poland entities. The balances outstanding at December 31, 2024 for

Guatemala and Poland were $129,675 and $302,301 respectively.

		Borrowing summary
	2024		2023
Total borrowing		5,285		7,879
Less current portion of borrowings		(4,216)		(7,878)
Borrowing non-current	$	1,069	$	1

The following table provides additional detail of additions, refinancing, repayments, and disposals

taking place during the year:

Additions Summary	Balance			Additions	Interest			Repayments	Balance
	Dec 31, 2023				Capitalization				Dec 31, 2024
Loans with financial entities	$	153	$	350	$	-	$	(165)	$	338
Loans with non-financial entities		7,726		-		477		(3,255)		4,948
Total	$	7,879	$	350	$	477	$	(3,420)	$	5,286

Agility

Capital

Holding

| Annual Report 202

Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

Notes

Additions

a. During the year ended December 31, 2024, the Group’s Nicaraguan subsidiary, Buena

Esperanza Limitada, S.A. secured a senior secured loan of $350,000. The loan is secured with

property and a credit card billing endorsement, bears interest at the higher of 10% or SOFR

plus 4.78%, and matures in 7 years. Principal and interest payments are due monthly in 84

equal installments.

Interest Capitalization

a. The Group has promissory notes with private lenders where principal and interest payments

are deferred. Loan interest is accrued and capitalized until maturity. During the year ended

December 31, 2024 accrued interest of $477,000 was capitalized and added to outstanding

principal balances.

Repayments

a. During the year ended December 31, 2024, the Group repaid or extinguished a total of $165,000

and $3,255,000 of loan principal of loans with financial entities and loans with non-financial

entities, respectively.

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18. PROVISIONS

		Current	Non-Current			Current	Non-Current
		2024		2024		2023		2023
Employee benefits	$	332	$	340	$	388	$	345
Other		199		-		256		-
	$	531	$	340	$	644	$	345

		Employee		Litigation		Other		Total
		benefits
Balance at January 1, 2023	$	749	$	467	$	25	$	1,241
Provisions recognized		594		-		303		897
Provisions utilized		(550)		-		(70)		(620)
Provisions released		(58)		(477)		-		(535)
Differences arising from foreign exchange		(2)		10		(2)		6
Balance at December 31, 2023		733		-		256		989
Provisions recognized		494		-		74		603
Provisions utilized		(542)		-		(132)		(729)
Provisions released		(11)		-		-		10
Differences arising from foreign exchange		(2)		-		-		(2)
Balance at December 31, 2024	$	672	$	-	$	198	$	871

Employee benefits

Current employee benefits are paid time off for vacations and sick time earned but not yet used by

the employee. Non-current employee benefits include severance pay, which is the cost associated

with the severance packages as described below:

The subsidiary employee provisions by country are as follows:

Nicaragua

The Nicaraguan Labor Code established a severance payment plan for employees in the event of

death, retirement or dismissal without just cause. This compensation is determined according to

employee length of service. The plan compiles a month of salary for each labor year (for the first

three labor years) and twenty days of salary after the fourth labor year, until the compensation

reaches a maximum of five months’ salary. Compensation cannot be less than one month’s salary

or more than five months’ salary.

The amount of $672,000 (2023- $733,000) includes $466,000 of retirement benefit obligations.

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For determination of the retirement benefit obligations in 2024 and 2023, the following actuarial

assumptions were used:

	2024	2023
Discount rates	10% and 10.87%	9.61% and 10.25%
Expected rate of salary increases	0%	0%
Staff turnover	4 and 9 years	5 and 7 years

The Group records a monthly provision as an expense to the respective period to cover any

severance payment reimbursement incurred by the Group to terminated employees under this plan.

As of December 31, 2024, the Group has recorded provisions amounting to $207,000 (2023 -

$168,000), which represents Management’s best estimate of the liability. This is an accrual under

Nicaraguan law and is not a pension scheme.

Additionally, the other countries in which the Group operates have various severance requirements

as described in Note 3. The severance requirements are classified as long term. The short-term

employee benefits are primarily accrued vacation payable to employees.

19. SHARE CAPITAL AND RESERVES

A majority of the Group’s shareholders voted in favor of continuing the Group’s charter from the

Yukon, Canada to the British Virgin Islands (“BVI”). The Group formally continued its corporate

charter into the BVI effective October 6, 2006 and filed “discontinuation documents” with the

Yukon Registrar. Holders of common shares are entitled to one vote for each share held. There are

no restrictions that limit the Group’s ability to pay dividends on its common stock. The Group has

not issued preferred shares. The Group’s common stock has no par value.

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	Number of	Sharecapital
	shares	($USDin 000's)
Shares authorized
500,000,000 common shares without par value
500,000,000 preferred shares without par value
Balance as at December 31, 2022	30,914,077	$	111,757
Shares issued	3,000,000		147
Balance as at December 31, 2023	3 3,914,077	$	111,904
Reverse Stock split 50:1	(33,235,739)		-
Shares issued	67,828		184
Treasury shares purchased	(43,496)		(108)
Balance as at December 31, 2024	702,670	$	111,980

Options

The Group, through its Board of Directors and shareholders, adopted two Stock Option Plans, the

first on July 1, 1997, and the second on June 25, 2005. Both plans will continue separate and apart

from one another. The Group has granted a number of stock options and entered into various

agreements of which up to no shares remain available for purchase pursuant to options granted

under these plans. All of the stock options issued under these plans are nontransferable and

terminate on the earlier of the expiry date or 30 days after the grantee ceases to be employed by the

Group.

Stock option plan I dated July 1, 1997 and Stock option plan II dated June 25, 2005

Options granted under these plans were awarded by the Board of Directors at its sole discretion to

select Directors and employees. The options granted to the option holder may be exercised in whole

or in part at any time, or from time-to-time during the exercise period. The options may lapse due

to time limitations, death or change in employment status. The price at which an option holder may

purchase a share upon the exercise of an option, shall be set forth in the option certificate, but not

less than the market value of the Group shares as of the award date. Option grants have ceased

under both plans as of November 19, 2007.

2007 Equity incentive plan dated November 20, 2007 (amended in August 2009)

The 2007 Equity Plan was amended in 2009 to authorize the Directors, at their discretion, to award

grants in an aggregate amount of up to 5% of the Company issued and outstanding shares. Our

2007 Equity Incentive Plan (the “2007 Equity Plan”) is designed to enable us and our affiliates to

obtain and retain the services of the types of employees, consultants and directors who will

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contribute to our long-term success and to provide incentives that are linked directly to increases

in share value which will inure to the benefits of all of our shareholders. We have reserved up to

5% of our current issued and outstanding common shares, as of any given date, for the issuance of

shares, which may be awarded under such Equity Plan.

On October 28, 2024, the Board of Directors approved the issuance of stock options to Peter LeSar in

the amount of 29,452 shares at an average exercise price of $2.73, with 50% to vest in December 2025

and 50% to vest in December 2026. The Board also approves these options shall immediately vest

should the Company be subject to a hostile takeover or should the CEO be removed for reasons other

than cause and, in either case, the CEO will have a period of ninety (90) days from either event to

exercise said options.

Currency translation reserve

The translation reserve represents the foreign currency translation differences arising from the

translation of our subsidiary financial statements into United States dollars.

Retained earnings / (loss)

Retained earnings / (loss) are the accumulated retained profits and/or losses.

Share options reserve

The Group issues equity-settled share-based payments to certain employees and Directors. For all

share-based payment arrangements granted, an expense is recognized in profit or loss with a

corresponding credit to equity. The fair value of share options is expensed over the vesting period

of the options, based on an estimate of the number of shares that will eventually vest, and adjusted

for the effect of non-market-based vesting conditions. The corresponding credit is taken to the share

options reserve. The fair value is calculated using the Black-Scholes pricing model.

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20. EARNINGS PER SHARE

The following weighted average numbers of shares were used for computation of earnings per

	2024		2023
Shares used in computation of basic loss per share
(000's)		685		32,414
Shares used in computation of diluted loss per share
(000's)		685		32,414
Earnings / (loss) for the period attributable to the parent	$	(1,036)	$	2,691
Basic earnings / (loss) per share		(1.51)		0.08
Diluted earnings / (loss) per share		(1.51)		0.08

Basic earnings per share is calculated by dividing the net gain for the year by the weighted average

shares used in the computation of basic earnings per share. Diluted earnings per share is calculated

by dividing the net gain for the year by the weighted average shares used in the computation of

diluted earnings per share.

21. RELATED PARTY TRANSACTIONS

	2024				2023
	Current		Non-Current		Current		Non-Current
Due from related parties
Nicaraguan Partners	$	-	$	41	$	-	$	41
Costa Rican Joint Venture		-		-		2,132		-
Transactions with officers		-		193		-		7
	$	-	$	234	$	2,132	$	48
Due to related parties
Nicaraguan Partners	$	207	$	-	$	207	$	-
Transaction with officers		6		-		-		-
	$	213	$	-	$	207	$	-

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Due from related parties

Receivables from joint ventures and related party receivables

The Group charges management, marketing, administration and royalty fees to its subsidiaries and

joint ventures. The income and expenses associated with management fees between subsidiaries

have been eliminated in their entirety in these consolidated financial statements. The related party

receivable represents amounts due from the Group’s partners in its non-wholly owned subsidiaries.

All receivables are non-interest bearing and are due on demand by the Group. The Group has not

provided for an allowance against these amounts as these amounts are deemed collectible by the

Group.

Included in due from related parties is $Nil (2023 – $2,132,000) due from our Costa Rica joint

ventures which are accounted for under the equity method. These receivables were settled during

the year as part of the group’s disposal of its share of the joint-venture. Additionally, $41,000

(2023 – $41,000) is due from a shareholder in the Nicaraguan operation for their portion of the loan

attributed to the purchase of the majority interest in Nicaragua in October 2004.

Included in due from related parties are receivables from officers and directors of $193,000 (2023-

$7,000). The amounts due from officers is as follows: Peter LeSar $90,000, Salomon Guggenheim

$90,000 and Yazmina Escobar $6,000. The afore-mentioned amounts relate to share purchase by

officers in 2024. The remaining $7,000 recorded in Due from related parties relates to a payment

made on behalf of a director. This amount will either be settled in cash or offset against future

director fees.

Due to related parties

Payable to joint ventures and related party payables

Included in due to related parties are amounts due to the Group’s Nicaraguan partners $207,000

(2023 – $207,000) for their portion of the accrued, but not yet paid management fees from the

Nicaraguan entity.

Included in due to related parties are accrued wages owed to the Groups’ directors totaling $6,000

(2023 – $Nil).

Transaction with Officers and Directors included within borrowings

Salomon Guggenheim, who previous to the middle of 2013 only held the roles of Director and

advisor to the Group, is a director and not a beneficial owner in a company called India Ltd. The

Group has been loaned various amounts by India Ltd. Please see Officer related party in the table

below for amount due and interest paid to India Ltd. during 2024 and 2023.

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22. OBLIGATIONS UNDER OPERATING LEASES, FINANCE LEASES

AND HIRE PURCHASE CONTRACTS

Obligations under finance leases and hire purchase contracts

The Groups Nicaragua subsidiary has leases for four casino properties and related parking areas,

two residential properties. The lease liabilities are secured by the related underlying assets. As at

December 31, 2024, future minimum lease payments under leases and hire purchase contracts of

the Group are as follows:

	Future commitments due				Future commitments due
	December 31, 2024				December 31, 2023
	Minimun Lease		Present value		Minimun Lease		Presentvalue
	Payments				Payments
Not longer than one year	$	1,152	$	767	$	1,012	$	656
After one year but not more than five years		2,717		1,907		2,606		1,963
After five years		1,505		1,284		556		460
Sub total		5,374		3,958		4,174		3,079
Present value of minimum lease payments	$	5,374	$	3,958	$	4,174	$	3,079
Obligations under leases and hire purchase
contracts current			$	(767)			$	(656)
Obligations under leases and hire purchase
contracts non-current			$	3,191			$	2,423

			2024					2023
	Country		Amount due		Interest paid			Amount due		Interest paid
Officer related party	Corporate		827		-			1,495		-
	Total	$	827	$		-	$	1,495	$		-

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Assets held under finance leases and hire purchase contracts as of December 31, 2024 and

December 31, 2023:

	2024				2023
	Cost		Amortized cost		Cost		Amortized cost
Right-of-use assets		5,856		3,065		4,770		2,109
Total	$	5,856	$	3,065	$	4,770	$	2,109

23. COMMITMENTS AND CONTINGENCIES

As at December 31, 2024, principal payments required under the terms of the loan agreements and

their liabilities in each for the next five years are as follows:

Year ending December 31:
2025	$	4,216
2026		95
2027		103
2028		112
2029		120
Thereafter		639
	$	5,285

Set out below is an overview of our ongoing contingencies, many of which are as a result of

regulatory uncertainty. An estimate of the financial effect of each contingency is disclosed unless

a reasonable estimate of the financial effect cannot be made.

a. Peru tax controversies

Thunderbird Hoteles Las Americas, S.A. – “Alcabala” (Property Transfer Tax) process: On

September 25, 2007, THLA received a notification in connection with a resolution issued by

the Tax Administration Service (SUNAT) demanding payment of US$ 522,824 (S/. 1,969,742)

for a property transfer tax resulting from the purchase of the land and the building located at

Alcanfores 475, Miraflores. SUNAT asserted that THLA wrongly calculated the tax on the

first-time sale of such property (sold by La Caja Militar to THLA).

On October 24, 2007, THLA filed an appeal against the resolution issued by SUNAT. THLA

asserts that it had paid the corresponding property transfer tax for the land, as well as the VAT

for a part of the building. THLA argues that the property transfer tax was not paid for part of

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the building as the sale of such part of the building was a first-time sale performed by the

contractor and was exempt from tax. On October 17, 2014, the Tax Court ruled that the

resolution issued by the SUNAT was void as it had not been properly supported (such

resolution did not specify the reasons why the SUNAT considered that the total of the transfer

was subject to property transfer tax).

On March 12, 2015, SUNAT issued a new resolution in respect of the same issues, but provided

no additional evidentiary support for its position. SUNAT’s new resolution (Resolution Nº 045-

012-00073684), demanded the payment of the property transfer tax for the same land and the

same building for a total of S/. 1,052,993 (including interests and penalties), approximately

US$279,308. THLA argued once again that the resolution issued by SUNAT lacks the proper

supporting documentation. SUNAT claims that THLA must pay the property transfer tax but

does not explain the legal basis supporting such standpoint.

On April 13, 2015, THLA filed its opposition against Resolution Nº 045-012-00073684

asserting that THLA was not required to pay any property transfer tax and requesting that the

new resolution be declared void as it lacked proper support. Such claim is currently under

review. THLA contends that it is probable that the Tax Court, for a second time, will declare

such resolution to be void. The opposition writ is pending a ruling by the Municipal

Administration (1st administrative instance). Should the opposition writ be rejected, THLA is

entitled to file an appeal writ before the Tax Court (second administrative instance).

b. Costa Rica tax controversies

By way of background, the income tax in Costa Rica is collected by the General Income Tax

Office. The Group previously owned various Costa Rica subsidiaries including, Thunderbird

Gran Entretenimiento, S.A. (“TGE”), and Grupo Thunderbird de Costa Rica, S.A. (“GTCR”).

On February 27, 2015, the Group sold its entire economic interest and management rights in

its Costa Rican operations (of which the Group had approximately a 50% share) to CIRSA

International Gaming Corporation (“CIRSA”), for a net price (gross price less debt payoff less

working capital adjustments) of approximately $8.1 million. The $8.1 million net amount

received was also net of approximately $192 thousand contingent tax liability paid by the group

to the Costa Rica tax authority to cover GTCR contested tax liability and for the approximate

$3.088 million TGE contested tax liability paid to the Costa Rica tax authority. These contested

tax liabilities are fully described below. These payments to the Costa Rican tax authority were

required to be paid as a condition to closing the sale of the Group’s interest in the Costa Rica

operation. The payment made by the Group and its partner was made without prejudice or

admission of liability and therefore, does not alter the Group’s position of taking a provision

for these contingent taxes in 2014.

Following the sale of the Costa Rica operations, and as part of the Group’s commitment on the

sale of the operations, TGE continued to be engaged in a certain tax procedure. In Q3, the

Group sold its 50% ownership in King Lion Network, which at that time was involved in a tax

controversy as described below. The following sections describe the current status/outcome of

these tax controversies:

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(i) TGE received a proposed income tax assessment in Q1-2012 of $600 thousand for the tax

year ended December 31, 2009, and a proposed tax assessment of $800 thousand for the

tax year ended December 31, 2010. Additional gaming taxes of $200 thousand were

assessed for each tax year ended December 31, 2009 and 2010. The assessments for both

tax years were related to certain expenses which were deemed to be non-allowable

deductions by the General Income Tax Office and for the imputation of interest income on

intercompany advance balances. These matters were appealed to the Tribunal Fiscal

Administrative (“TFA”) during Q3 and Q4 of 2012. On January 16, 2013, the Group was

advised that the Administrator Tribunal Appeal was denied in regards to the TGE tax

matter. The Group filed a lawsuit at the Court level in August 2014 to revoke the tax

assessment. In February 2015, the Group paid the tax authorities $3.088 million on the

alleged tax liability. The payment to the Costa Rican tax authority was required to be paid

as a condition to closing the sale of the Group’s interest in Costa Rica to CIRSA, as

described below. The payment made by the Group was made without prejudice or

admission of liability. The preliminary hearing of the case was heard in June 2015 and the

Administrative file is being reviewed by the Court. A trial date was set for June 2018. The

Group continues with the judicial procedure and its claim to revoke the tax assessment so

TGE could recover a portion of the payment over time. In relation to this, Cirsa Gran

Entretenimiento de Costa Rica, S.A. (formerly TGE) filed an administrative procedure

against the Tax Authority before the Administrative Court contested the legality of certain

Administrative Resolutions of the Direction of Great National Tax Payers of Costa Rica

and the Fiscal Tribunal. There was a hearing on this case in June 2018. The Administrative

Court rendered a judgment (number 62-2018-VIII) against TGE on July 12, 2018. TGE

filed an appeal on August 7, 2018 in the First Chamber of the Supreme Court in respect of

the only remaining issue for this controversy case, which is the legal fees to be charged

against the taxpayer TGE for failing to prevail in the lawsuit. The legal fees are

approximately $310,000 and the tax appeal is pending.

(ii) The Costa Rica Tax authorities have assessed a tax against King Lion Network which

ownership was sold by the Group in Q3, for the tax year 2011 for approximately 17.2

million colones (or $30 thousand) representing tax and interests due the non-recognition of

the interests paid for the purchase of the shares related to the Tres Rios Project. The

Company presented the appeal to this assessment on time and the case remains pending.

c. Costa Rica-CIRSA Escrow claim

Buyer and Sellers arrived to a settlement in Q3, in which the major part of the funds in escrow

were released among the Parties, leaving in escrow the amount of $125 thousand to cover a

tentative judicial legal fee product of a pending tax case in a San Jose, Costa Rica Tribunals.

The Group received approximately $640 thousand from the escrow settlement.

d. Canadian tax controversy

Thunderbird Gaming, Inc. (“TGI”), a wholly-owned subsidiary of the Group that has been

inactive since 1996, received notification of a reassessment from the Canada Revenue Agency

(“CRA”) with respect to a transfer of assets in 1996 in relation to the California Indian gaming

business previously operated by TGI. Specifically, this reassessment stems from a transfer of

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assets which CRA contends was undervalued. The reassessment is in the amount of Canadian

dollar (“CDN”) $380 thousand (US $381 thousand at December 31, 2010).

TGI submitted applications to CRA utilizing its net operating loss (“NOL”) in a manner that

reduced the actual tax liability to zero and is taking the position that the valuation of assets was

accurate in order to preserve its NOL. By taking this position, TGI believes it avoids the

imposition of interest on tax, which is the subject of the reassessment.

Further, TGI filed a fairness application with the appropriate Canadian taxing authority

requesting a complete abatement of the alleged interest imposed on the alleged tax liability.

In this filing, management alleges that TGI received unconscionable and egregious treatment

from CRA in addition to experiencing excessive delays in the reassessment process. TGI also

filed an appeal of CRA’s assessment with the tax courts in Canada in which TGI will attempt

to establish that the underlying tax liability should never have been assessed.

The fairness application was rejected and in March 2007, TGI abandoned further appeal to the

tax courts in Canada.

Although the Group believes CRA’s case is without merit, the liability is contained within an

insolvent subsidiary and consequently, even though TGI is responsible for the liability, the

Group’s parent and subsidiaries have no exposure to the TGI liability. The Group does not

expect that CRA will collect the judgment as TGI is insolvent and therefore there is no accrual

in these consolidated financial statements related to this reassessment.

e. Guatemala Tax cases

The Superintendencia de Administración Tributaria-SAT (the Guatemalan tax authority) has

attempted to open up Thunderbird de Guatemala, S.A. tax audits for 2009 and 2010, which the

Group has been challenging. By the way of background, on March 20, 2017, Thunderbird de

Guatemala was notified of decisions made by the Second Tribunal of Accounts and

Controversies, which has decided over a Recusal Appeal, conceded to be in favor of

Thunderbird de Guatemala and an Appeal for Reversal related to certain documents that the

Tax Authority is requesting for the tax years 2008 and 2009 and the company considered time-

barred. The Tribunal alleged that the matter as discussed, related to whether the delivery of

certain documents, were or were not legally required under a statute of limitations. With this

decision made, Thunderbird de Guatemala defense prepared its arguments and challenged the

main matter of this case in relation to the statute of limitations of the Tax Years 2008 and 2009.

In January 2021, the Company was notified that the Court ruled against Thunderbird de

Guatemala in this 2009 tax case. The Company strongly believes in its arguments; specifically,

that the case is time barred. The Company filed an “Amparo” in January of 2021 to continue

defending its position before the Supreme Court. The writ of Amparo is generally described as

a remedy available to any person whose right to life, liberty and security is violated or

threatened with violation by an unlawful act or omission of a public official or employee, or of

a private individual or entity. The Court took knowledge of the Amparo in June 2021 and

denied it in July 2023. At this instance, no further challenges are available.

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f. The Group’s entry and exit from the India market

The Group entered the India market in 2008 by initiating a hotel project in Daman, India, which

is located just north of Maharashtra State whose capital is Mumbai (formerly Bombay). The

project known as “Thunderbird Resorts – Daman” faced both regulatory delays outside the

Group’s control, as well as cost overruns in construction and pre-operating interest / expense

due to the delays which ultimately caused the Group to exit the India market in April 2015.

The entire history of the entry and exit as well as settlements with various parties is fully

described in previously filed financial statements. All settlements have been completely

satisfied with the exception of the settlement with Maravege. In that regard, The Group entered

into a revised settlement with Maravege for an amount of US$815,000 which was entered on

January 13th, 2023, with an outstanding payable of US$292,997 as December 31, 2023. The

loan was paid in full on August 2, 2024.

24. RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group is exposed to market risk through its use of financial instruments and specifically to

currency risk, interest rate risk and credit risk, which result from both its operating and investing

activities. The Group’s risk management is coordinated at its headquarters, in close cooperation

with the Board of Directors, and focuses on actively securing the Group’s short to medium term

cash flows by minimizing the exposure to financial markets. Long term financial investments are

managed to generate lasting returns.

The Group does not actively engage in the trading of financial assets for speculative purposes nor

does it write options. The most significant financial risks to which the Group is exposed to are

described below.

Foreign currency sensitivity

Most of the Group’s transactions are carried out in the functional currency where the operations

reside. Exposures to currency exchange rates arise from the Group’s loans payable, intercompany

payables and cash balances, which are primarily denominated in US-dollars.

To mitigate the Group’s exposure to foreign currency risk, non-functional currency cash flows are

monitored. Generally, where the amounts to be paid for purchases completed in US-dollars versus

the functional currency the financing of the purchase is short term; therefore, a decision is made to

either finance the equipment or to pay in cash depending on the current value of the US-dollar

compared to the functional currency.

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US-dollar currency denominated financial assets and liabilities in entities whose functional

currency is not US-dollar are as follows:

		US-dollar amounts
		2024		2023
Nominal amounts	Country
Financial assets
	Nicaragua	$	988	$	1,077
	Peru		1,533		1,298
Financial liabilities
	Nicaragua		(1,354)		(1,207)
Short term exposure		$	1,167	$	1,168
Financial liabilities
	Nicaragua		(301)		-
Long term exposure		$	(301)	$	-

The following table illustrates the sensitivity of the net income (loss) for the year and equity in

regards to the Group’s financial assets and financial liabilities and the US-dollar exchange rates.

It assumes a percentage change of the US-dollar against the other currencies for the year ended at

December 31, 2024 and 2023. These percentages have been determined based on the average

market volatility in exchange rates in the previous 12 months. If the US-dollar had weakened

against the functional currencies according to the percentages below then this would have had the

following impact on net income and equity:

	2024					2023
	Percentage	Net effect on		Net effect on		Percentage	Net effect on		Net effect on
	change	income		equity		change	income		equity
Country
Costa Rica	5.06%	$	(3)	$	160	5.35%	$	14	$	168
Nicaragua	0.00%		(0)		0	0.01%		0		1
Peru	5.45%		8		1,011	23.56%		698		5,458
Total		$	5	$	1,170		$	712	$	5,626

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If the US-dollar had strengthened against the functional currencies according to the percentages

below then this would have had the following impact on net income and equity:

	2024					2023
	Percentage	Net effect on		Net effect on		Percentage	Net effect on		Net effect on
	change	income		equity		change	income		equity
Country
Costa Rica	5.06%	$	2	$	(144)	5.35%	$	(12)	$	(150)
Nicaragua	0.00%		(0)		0	0.01%		(1)		(0)
Peru	5.45%		(8)		(905)	23.56%		(432)		(3,376)
Total		$	(6)	$	(1,050)		$	(445)	$	(3,527)

Interest rate sensitivity

The Group’s policy is to minimize interest rate cash flow risk exposures on long-term financing.

Longer-term are therefore usually at fixed rates. At December 31, 2024, the Group is exposed to

changes in borrowings market interest rates through some of its bank borrowings of approximately

$338,650 as of December 31, 2024 (2023 - $152,902), which are subject to variable interest rates.

As in the previous year, all other financial assets and liabilities have fixed rates. The impact on

profit or loss of a reasonably possible change in interest rates of +/- 4.04% as of December 31,

2024 (2023 - +/- .11%) with effect from the beginning of the year, would be an increase of $13,681

(2023 - $162) or a decrease of $13,681 (2023 - $162). These changes in interest rates are considered

to be reasonably possible based on observation of current market conditions.

The calculations are based on the Group’s financial instruments held at each statement of financial

position date. All other variables are held constant.

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Capital

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25. FINANCIAL INSTRUMENT BY CATEGORY

	Loans, receivables
	and other finacial
	assets
Group
December 31, 2024
Assets as per statement of financial position
Trade and other receivable	$	1,184
Other financial assets		202
Cash and cash equivalents		5,712
Total	$	7,098

	Other finacial
	liabilities
Liabilities as per statement of financial position
Borrowings	$	9,243
Trade and other payables		3,506
Other financial liabilities		386
Total	$	13,135

	Loans, receivables
	and other finacial
	assets
Group
December 31, 2023
Assets as per statement of financial position
Trade and other receivable	$	3,344
Other financial assets		127
Cash and cash equivalents		4,194
Total	$	7,665

	Other financial
	liabilities
Liabilities as per statement of financial position
Borrowings	$	10,958
Trade and other payables		3,298
Other financial liabilities		370
Total	$	14,626

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Holding

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Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

26. FINANCIAL INSTRUMENTS

Credit risk analysis:

The Group continuously monitors defaults of customers and other counter parties, identified either

individually or by group, and incorporates this information into its credit risk controls. Where

available at reasonable cost, external credit rating and/or reports on customers and other

counterparties are obtained and used. The Group’s policy is to deal only with creditworthy

counterparties.

The Group’s Management considers that all financial assets that are not impaired for each of the

reporting dates under review are of good credit quality, including those that are past due.

In respect of trade and other receivables, the Group is not exposed to any significant credit risk

exposure to any single counterparty or any group of counterparties having similar characteristics.

The credit risk for liquid funds and other short-term financial assets is considered negligible, since

the counterparties are reputable banks with high quality external credit ratings.

Liquidity risk analysis:

The Group measures its liquidity needs by:

• Monitoring short-term obligations on a country-by-country and global, consolidated basis, with

short-term inflows and outflows forecasted for the financial year, updated weekly.

• Monitoring long-term, scheduled debt servicing payments.

• Rolling forward 5-year cash flow models each month based on the financial results year-to-date

through the previous month.

The Group has the capacity to manage liquidity with a number of different tools at its disposal,

including:

• Raising of debt or equity capital at both the operations and Group levels.

• Selling of non-strategic assets.

• Restructuring or deferral of unsecured lenders.

• Restructuring of salaries of key personnel.

• Deferral or aging of accounts payables.

• Cost management programs at both the operations and Group levels.

Based on the information available today and the liquidity tools at its disposal, Management

anticipates that the Group can meet its liquidity needs over the next 12 months primarily from

operational cash flows as set out in Note 2.

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Capital

Holding

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Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

As at December 31, 2024, the table set below shows the Group’s financial liabilities maturities per

year:

		2025		2026		2027		2028		2029	Thereafter			Total
Long-term bank loans	$	70	$	70	$	70	$	70	$	70	$	117	$	467
Finance lease obligations		1,152		960		834		503		420		1,505		5,374
Loans with non-financial entities		4,375		100		100		100		100		661		5,436
Trade and other payables		2,464		-		-		-		-		-		2,464
Due to related parties		213		-		-		-		-		-		213
Total	$	8,274	$	1,130	$	1,004	$	673	$	590	$	2,283	$	13,954

This compares to the maturity of the Group’s financial liabilities in the previous reporting period

as stated below:

		2024		2025		2026		2027		2028	Thereafter			Total
Long-term bank loans	$	176	$	-	$	-	$	-	$	-	$	-	$	176
Finance lease obligations		1,012		952		773		627		254		556		4,174
Loans with non-financial entities		8,032		-		-		-		-		-		8,032
Trade and other payables		2,404		-		-		-		-		-		2,404
Due to related parties		207		-		-		-		-		-		207
Total	$	11,831	$	952	$	773	$	627	$	254	$	556	$	14,993

Fair value measurement methods:

The methods and valuation techniques used for the purposes of measuring fair value are unchanged

from the previous reporting period. Measurement methods for financial assets and liabilities

accounted for at amortized cost are described below.

The carrying amount of trade and other receivables, cash and cash equivalents, and trade and other

payables is considered a reasonable approximation of fair value. The fair value of borrowings has

been estimated at amortized cost.

Financial assets at FVTPL:

Financial assets at FVTPL include holding in a diversified investment fund with most of the

positions in gold and listed equity securities. The Group accounts for the investment at FVTPL and

did not make the irrevocable election to account for it at FVOCI. The fair value was $202,000 as

of December 31, 2024 (2023 - $127,000).

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Holding

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27. CAPITAL MANAGEMENT POLICIES AND PROCEDURES

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as

a going concern in order to provide returns for shareholders and benefits for other stakeholders and

to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may issue new shares or sell assets to

reduce debt. Consistent with others in the industry, the Group monitors capital on the basis of its

leverage ratio. This ratio is calculated as net debt divided by EBITDA.

	2024		2023
The leverage ratios at December 31, 2024 and 2023 were as follows:
Total borrowings and finance lease obligations (Note 17 and 22)	$	9,243	$	10,958
Less: Cash and cash equivalents and Restricted cash		(5,712)		(4,194)
Less: Accrued interest		(386)		(370)
Net Debt	$	3,145	$	6,394
Operating profit from continuing operations before other gain and loss items		1,464		1,655
Add: Depreciation and amortization		1,338		1,077
EBITDA	$	2,802	$	2,732
Leverage ratio		1.12		2.34

28. INVESTMENT IN JOINT VENTURE

On July 23, 2024, the Group disposed of its 50% joint venture in a Costa Rican company, King

Lion Network, S.A. (“KLN”). The carrying value of the equity investment at the disposal date was

$2,698,000. For additional information regarding the Loss on disposal, see note 12, Assets

Classified as Held for Sale and Discontinued operations.

Name of the joint venture	Country of	Principal activity	Proportion of ownership
	incorporation and		held by the Group
	principal place of
	business
			2024	2023
King Lion Network, S.A.	Costa Rica	Land Company	0%	50%

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The investments in the Costa Rica joint venture is accounted for using the equity method in

accordance with IAS 28.

A reconciliation of the financial information above to the carrying amount of the investment in the

Group’s Costa Rica joint venture is set out below:

		2024		2023
Current assets	$	-	$	9,737
Total assets		-		9,737
Current liabilities		-		(4,248)
Total liabilities		-		(4,248)
Total net assets		-		5,489
Proportion of ownership interest held by Group		0%		50%
Carrying amount of investment in joint venture		-		2,745

Financial statements for the Group’s Costa Rica joint venture prior to disposal is as follows:

	2024		2023
Profit / (loss ) for the period		(88)		484
Proportion of ownership interest held by Group		50%		50%
Group's share of loss for the period	$	(44)	$	242

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Holding

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29. PRINCIPAL SUBSIDIARIES

The Group owns directly or indirectly the following companies. The principal operations are

carried out in the country of registration; all subsidiaries have a December 31 year-end. The Group

comprises a large number of companies and it is not practical to list all of them below. This list

therefore includes those companies which the Directors consider principally affect the results or

financial position of the Group.

The following is a table of our organizational structure of material subsidiaries, including our

effective record ownership structure as of December 31, 2024:

	Jurisdiction	Effective
	of formation	ownership interest
Name of subsidiary
Thunderbird Entertainment, S.A,	Panama	100%
Thunderbird Greeley, Inc.	California	100%
Total Gaming, Inc.	California	100%
Thunderbird Hoteles Las Americas S.A.	Peru	100%
Buena Esperanza Limitada S.A.	Nicaragua	55.9 % (indirect)
Camino Real (BVI) Investments Ltd.	British Virgin Islands	100%
International Thunderbird (BVI) Ltd.	British Virgin Islands	100%
International Thunderbird Brazil (BVI) Ltd.	British Virgin Islands	100%

The Group includes a subsidiary, Buena Esperanza Limitada, S.A. (“BELSA”), with material non-

controlling interest (“NCI”):

Name	Country of	Principal	Proportion of ownership
	incorporation and	activity	held by the NCI
	principal place of
	business		2024	2023
Buena Ezperanza Limitada, S.A. ("BELSA")	Nicaragua	Gaming	44.10%	44.10%

Dividends of $702,000 were paid to the NCI of BELSA during the year 2024 and $779,000 in 2023.

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Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

Summarized financial information for BELSA, before intragroup eliminations, is set out below:

(in thousands)		BELSA
		2024		2023
Non-current assets	$	9,013	$	7,413
Current assets		2,844		2,624
Total assets		11,857		10,037
Non-current liabilities		(4,815)		(3,454)
Current liabilities		(3,821)		(3,481)
Total liabilities		(8,636)		(6,935)
Equity attributable to the owners of the parent		1,524		1,370
Non-controlling interest		1,697		1,732

(in thousands)		BELSA
		2024		2023
Revenue	$	16,271	$	14,621
Profit / (Loss) for the year attributable to the owners of the
parent		809		928
Profit / (Loss) for the year attributable to NCI		640		732
Profit / (Loss) for the year		1,449		1,660
Other comprehensive income for the year attributable to the
owners of the parent		27		72
Other comprehensive income for the year for the year
attributable to NCI		33		33
Other comprehensive income for the year		60		105

	BELSA
	2024	2023
Net cash from operating activities	$ 3,186	$ 3,232
Net cash used in investing activities	(974)	(850)
Net cash (used in) from financing activities	(2,377)	(2,376)
Effect of foreign exchange adjustment	1	(24)

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Capital

Holding

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Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

30. OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES

As at December 31, 2024, operating, general and administrative expenses consist of the following:

	2024		2023
Wages and benefits		4,065		3,966
Office and administration		2,096		1,837
Professional services		974		959
Directors fees		48		48
Travel and accomodations		115		23
Advertising, promotion and marketing		473		289
Rent expenses		27		32
Insurance		132		118
Repair and maintenance		431		484
Bank charges		411		331
Taxes and licences		342		341
Total	$	9,114	$	8,428

31. CORRECTION OF ERRORS

During the year ended December 31 2024, management identified that a building classified under

Property, Plant and Equipment (PPE) had been leased out to third parties for rental income and should

have been classified as Investment Property in accordance with IAS 40 Investment Property. The error

had no impact on total assets, liabilities, or profit for the periods presented, as the entity applies the

cost model under IAS 40, and the depreciation method and rates were consistent with those applied

under IAS 16. The errors have been corrected by restating each of the affected consolidated financial

statement items for prior periods.

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Holding

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Chapter 7: 2024 Consolidated Financial Statements & Report of the Independent Auditors

The following tables summarize the impacts on the Group's consolidated financial statements.

	Impact of correction of error
January 1, 2023		As previously		Adjustments		As restated
		reported
Property, plant and equipment (Note 10)	$	7,898		(2,331)	$	5,567
Investment Property (Note 11)		1,091		2,331		3,422
Others		15,986		-		15,986
Total assets		24,975		-		24,975
Total liabilities		24,038		-		24,038
Total equity	$	937	$	-	$	937

December 31, 2023		As previously		Adjustments		As restated
		reported
Property, plant and equipment (Note 10)	$	7,710	$	(2,341)	$	5,369
Investment Property (Note 11)		1,079	$	2,341		3,420
Others		13,472		-		13,472
Total assets		22,261		-		22,261
Total liabilities		18,000		-		18,000
Total equity	$	4,261	$	-	$	4,261

There is no impact on profit or loss for the prior periods as depreciation methods and useful lives

applied under IAS 40 (cost model) were consistent with IAS 16.

There is no impact on the Group's basic or diluted earnings per share and no impact on the total

operating, investing, or financing cash flows for the year ended December 31, 2023.

32. SUBSEQUENT EVENTS

These are the material events to disclose from December 31, 2024 through the release of this 2024

Annual Report.

• Change of Brand: At our Annual General Meeting of Shareholders, dated January 31, 2025, the

change of the Company’s name from Agility Real Estate Inc. to Agility Capital Holding Inc. was

approved. This change became effective on February 20, 2025, in the British Virgin Islands

Registry of Companies.

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Holding

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• New Office Building Lease-to-Acquisition: The Group has recently leased a fully finished 8-

story, 1,819 m2 office building adjacent to Kennedy Park in the very of heart of Miraflores in Lima,

Peru. The building is in impeccable condition, but unoccupied and distressing on the landlord-

seller. The Group has an option to purchase the building for just $1.9 million, materially below

market rate, between now and the second half of 2026. Agility will pursue this development in

three phases: A) Reposition the offices for a combination of flexible and long-term tenants, which

are the mix in our existing office complex; B) Move tenants from our existing complex to this

proximate complex as construction for condo conversion commences; and C) Once occupancy is

stabilized, complete the acquisition and plan for longer-term property repositioning. We believe

this development may open up adjacent opportunities.

• Restaurant Portfolio: As of the date of publication of this 2024 Annual Report, the Group is now

invested in 11 brands via three holding companies located in the NYC area, the Washington DC

area and in Texas. Those holding companies will spend much of 2025 and early 2026 consolidating

the positioning of their current models to best fit the conditions required to emerge as leaders of

categories that are themselves emergent. Please note that all but 3 of the brands are fast casuals.

• Treasury Management: As of the date of publication of this 2024 Annual Report, the Group has

repurchased over 11% of its issued and outstanding shares, which are now custodied in its treasury.

It has also recently purchased 2,100 units of IBIT, a Bitcoin ETF, at a price of $48.46.

• Options Plan: In preparation for team building, the Board of Director has approved on April 2025,

that the Group may offer options to current and new executives as follows:

o During 2025: A maximum of 74,617 stock options at an average exercise price of $2.90

o During 2026: A maximum of 82,078 stock options at an average exercise price of $3.50

o During 2027: A maximum of 90,286 stock options at an average exercise price of $4.00

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Capital

Holding

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Chapter 8: Risk Factors

Chapter 8:

Risk Factors

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Capital

Holding

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Chapter 8: Risk Factors

Summary of Risk Factors: Prospective investors in Agility Capital Holding Inc. should consider the risks

described below associated with our business. Our business, financial condition and results of operations

could be materially and adversely affected by any of these risks. Although we believe that the risks set

forth below are our material risks, they are not the only risks we face. Additional risks not presently known

to us or that we currently deem immaterial may also have an effect on us and the value of our common

shares. An investment in our Group may not be suitable for all recipients of our Annual Report.

Risks Associated with our Business: The gaming and hospitality industries and the markets in which we

compete are highly competitive, and we expect competition to intensify. If our competitors operate more

successfully than us, if their properties are enhanced or expanded, if their properties offer gaming, lodging,

entertainment or other experiences that are perceived to be of better quality and/or value than ours, or if

additional gaming or hospitality facilities are established in and around locations in which we conduct

business, we may lose market share. In particular, the expansion of casino gaming (especially major market-

style gaming) by our competitors in or near any geographic area from which we attract or expect to attract

a significant number of our patrons could have a material adverse effect on our business, financial condition

and results of operations. Our competitors vary considerably by their size, quality of facilities, number of

operations, number of gaming tables and slot machines, brand identities, marketing and growth strategies,

financial strength and capabilities, level of amenities, management talent and geographic diversity, and

many of our competitors have significantly greater resources than we do. Many international hotel

companies are present in the markets where we have hospitality properties. Likewise, many casino

operators are present in the markets where we have casinos and other gaming and entertainment venues.

We also compete with other non-gaming resorts and vacation areas, and with various other entertainment

businesses. We expect that competition in our existing markets will intensify. The expansion of existing

casino and video entertainment properties and the increase in the number of such properties in many of our

markets, as well as the aggressive marketing strategies of many of our competitors, have increased the

competitive pressures on our operations. If we cannot effectively compete in a market, it will have a material

adverse effect on our business, financial position, or results of operations. Unfavorable changes in general

economic conditions, including recession or economic slowdown, or higher fuel or other transportation

costs, may reduce disposable income of casino and hotel patrons, or result in fewer patrons visiting casinos

or hotels, as well as reduced play levels. As our properties are located in Central and South America, we

would be especially affected by economic downturns affecting those regions; however, economic

difficulties in other regions may affect our expansion plans, as well as our ability to raise capital. In addition

to general economic and business risks, our gaming and hospitality operations are affected by a number of

factors beyond our control, including: downturn or loss in popularity of the gaming industry in general, and

table and slot games in particular; the relative popularity of entertainment alternatives to casino gaming;

the growth and number of legalized gaming jurisdictions; local conditions in key gaming markets, including

seasonal and weather-related factors; increases in taxes or fees; the level of new casino construction and

renovation schedules of existing casinos; competitive conditions in the gaming industry and in particular

gaming markets; decreases in the level of demand for rooms and related services; over-building (cyclical

and otherwise) in the hotel industry; restrictive changes in zoning and similar land use laws and regulations,

or in health, safety and environmental laws, rules and regulations; the inability to obtain property and

liability insurance fully to protect against all losses or to obtain such insurance at reasonable rates; changes

in travel patterns; changes in operating costs, including energy, labor costs (including minimum wage

increases and unionization), workers’ compensation and health-care related costs and insurance; changes

in desirability of our existing markets’ geographic regions; and inflation-driven cost increases that cannot

be fully offset with revenue increases.

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Holding

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Chapter 8: Risk Factors

Any of these risks could have a material adverse effect on our business, financial position, or results of

operations.

Development Risks: The development and construction of hotels, casinos and other gaming and

entertainment venues, and the expansion of existing properties, are susceptible to delays, cost overruns and

other uncertainties, any of which could have an adverse effect on our business, financial condition, and

results of operations. Our business strategy may contemplate future development and construction of

casinos and other gaming and entertainment venues, as well as the expansion of our existing properties. All

such projects are susceptible to various risks and uncertainties.

Our failure to complete any new development or expansion project as planned, on schedule and within

budget, could have a material, adverse effect on our business, financial condition, and results of operations.

In addition, once a project is completed, we cannot assure you that we will be able to manage that project

on a profitable basis or to attract a sufficient number of guests, gaming customers and other visitors to make

it profitable.

Mergers & Acquisitions: Any future mergers and acquisitions could prove difficult to integrate, disrupt our

business, dilute shareholder value, and strain our resources. As part of our business strategy, we intend to

continue to seek to acquire businesses and properties that we believe could complement or expand our

business or otherwise offer growth opportunities. Any future acquisitions will involve numerous risks,

including: difficulties in integrating operations, technologies, services, accounting and personnel;

difficulties in supporting and transitioning customers of our acquired companies to our technology

platforms and business processes; diversion of financial and management resources from existing

operations; difficulties in obtaining regulatory approvals and permits for the acquisition; and the inability

to generate sufficient revenues to offset acquisition or investment costs.

Acquisitions also frequently result in recording of goodwill and other intangible assets, which are subject

to potential impairments in the future that could have a material, adverse effect on our operating results.

Furthermore, the costs of integrating acquired businesses (including restructuring charges associated with

the acquisitions, as well as other acquisition costs, such as accounting, legal and investment banking fees)

could significantly impact our operating results. Although we perform diligence on the businesses we

purchase, in light of the circumstances of each transaction, an unavoidable level of risk remains regarding

the actual condition of these businesses. We may not be able to ascertain the value or understand the

potential liabilities of the acquired businesses and their operations until we assume operating control of the

assets and operations of these businesses. Once we acquire a business, we are faced with risks, including

the following: the possibility that we have acquired substantial undisclosed liabilities; the need for further

regulatory approvals; the risks of entering markets in which we have limited or no prior experience; and

the possibility that we may be unable to recruit additional managers with the necessary skills to supplement

the management of the acquired businesses.

If we are unsuccessful in overcoming these risks, our business, financial condition, or results of operations

could be materially and adversely affected.

Risks to Cash Flow and Access to Capital: Our cash flow from operations and available credit may not be

sufficient to meet our planned capital requirements and, as a result, we could be dependent upon future

financing, which may not be available on acceptable terms, or at all. Our businesses are, and our planned

growth and expansions may be, capital-intensive. Historically, we have not generated sufficient cash flow

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Chapter 8: Risk Factors

from operations to satisfy our capital requirements and have relied on debt and equity financing

arrangements to satisfy such requirements. Should such financing arrangements be required but unavailable

in the future, this will pose a significant risk to our ability to execute on our growth and expansion strategy,

as well as to our cash requirements. There can be no assurance that future financing arrangements will be

available on acceptable terms, or at all. We may not be able to obtain additional capital to fund currently

planned projects or to take advantage of future opportunities or respond to changing demands of customers

and competitors. Our planned projects and acquisitions that we may develop in the future will require

significant capital. Although we intend to finance any such projects or acquisitions partially with debt

financing, we do not have any financing commitments for all planned project debt financing and the

financing commitments available to us are subject to a number of conditions, which may not be met. We

may not be able to obtain any such financing on reasonable terms, or at all. The failure to obtain such

financing could adversely affect our ability to construct any particular project, or reduce the profitability of

such project. In addition, the failure to obtain such financing could result in potentially dilutive issuances

of equity securities, guarantees of third party-debt, the incurrence of contingent liabilities and, an increase

in amortization expenses related to goodwill and other intangible assets, any of which could have a material,

adverse effect on our business, financial condition, or results of operations. Furthermore, an increase in the

general levels of interest rates, or those rates available to us, would make it more expensive to finance our

operations and proposed investments. Increases in interest rates could also make it more difficult to locate

and consummate investments that meet our profitability requirements. In addition, we will be required to

repay borrowings from time to time, which may require such borrowings to be refinanced. Many factors,

including circumstances beyond our control, such as changes in interest rates, conditions in the banking

market and general economic conditions, may make it difficult for us to obtain such new financing on

attractive terms or even at all.

Market Risks: Our business is international; accordingly, it is subject to political and economic risks. We

own and operate, and may develop, own and operate, hotels, casinos and other gaming and entertainment

venues in Central America and South America. Our existing and planned business, as well as our results

of operations and financial condition, may be materially and adversely affected by significant political,

social, and economic developments in these areas of the world and by changes in policies of the applicable

governments or changes in laws and regulations or the interpretations thereof. Our current operations are

also exposed to the risk of changes in laws and policies that govern operations of gaming companies. Tax

laws and regulations may also be subject to amendment or different interpretation and implementation,

thereby adversely affecting our profitability after tax. These changes may have a material, adverse effect

on our business, financial position, or results of operations. The general economic conditions and policies

in these countries could also have a significant impact on our financial prospects. Any slowdown in

economic growth could reduce the number of visitors to our hotel and casino operations or the amount of

money these visitors are willing to spend. International operations, generally, are subject to various political

and other risks, including, among other things: war or civil unrest, expropriation and nationalization; costs

to comply with laws of multiple jurisdictions; changes in a specific country’s or region’s political or

economic conditions; tariffs and other trade protection measures; currency fluctuations; import or export

licensing requirements; changes in tax laws; political or economic instability in local or international

markets; difficulty in staffing and managing widespread operations; changing labor regulations; restrictions

on our ability to own or operate subsidiaries, make investments or acquire new businesses in these

jurisdictions; and restrictions on our ability to repatriate dividends from our subsidiaries.

Government Regulatory Risk: We are subject to extensive governmental regulation. The gaming industry

is highly regulated and we must maintain our licenses, registrations, approvals and permits in order to

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Chapter 8: Risk Factors

continue our gaming operations. Our gaming operations are subject to extensive regulation under the laws,

rules and regulations of the jurisdiction where they are located. These laws, rules and regulations often

concern the responsibility, financial stability, and character of the owners, managers, and persons with

financial interests in the gaming operations. Certain jurisdictions empower their regulators to investigate

participation by licensees in gaming outside of their jurisdiction and require access to, and periodic reports

concerning, the gaming activities. Violations of laws in one jurisdiction could result in disciplinary action

in other jurisdictions. Regulatory authorities often have broad powers with respect to the licensing of

gaming operations and may revoke, suspend, condition or limit our gaming or other licenses, impose

substantial fines, and take other actions, any one of which could have a material adverse effect on our

business, financial condition, and results of operations. We also are responsible for the acts and conduct of

our employees on the premises. Substantial fines or forfeiture of assets for violations of gaming laws or

regulations may be levied against us, our subsidiaries, and the persons involved. We must periodically apply

to renew our gaming licenses. We cannot assure you that we will be able to obtain such renewals. In

addition, if we expand our gaming operations in the jurisdictions in which we currently operate or into new

jurisdictions, we will have to meet suitability requirements and obtain additional licenses, registrations,

permits and approvals from gaming authorities in these jurisdictions. The approval process can be time-

consuming and costly and there is no assurance that we will be successful. In addition, regulatory authorities

in certain jurisdictions must approve, in advance, any restrictions on transfers of, agreements not to

encumber, or pledges of equity securities issued by an entity that is registered as an intermediary company

with such jurisdiction, or holds a gaming license. If these restrictions are not approved in advance, they will

be invalid. Although we believe that our organizational structure and operations are in compliance with all

applicable laws and regulations where we operate, these laws and regulations are complex and a court or

an administrative or regulatory body may in the future render an interpretation of these laws and regulations,

or issue new regulations that differ from our interpretation, which could have a material adverse effect on

business, financial condition, or results of operations. From time to time, legislators and special interest

groups have proposed legislation that would expand, restrict, or prevent gaming operations in the

jurisdictions in which we operate. In addition, from time to time, certain anti-gaming groups propose

referenda that, if adopted, would limit our ability to continue to operate in those jurisdictions in which such

referenda are adopted. Any expansion of permitted gaming or any restriction on, or prohibition of, our

gaming operations could have a material, adverse effect on our operating results. From time to time,

country, state and local governments have considered increasing the taxes on gaming revenues or profits.

We cannot assure you that such increases will not be imposed in the future. Any such increases could have

a material, adverse effect on our business, financial condition, or results of operations. In addition to gaming

regulations, we are subject to various other federal, state, and local laws and regulations. These laws and

regulations include, but are not limited to, restrictions and conditions concerning alcoholic beverages,

environmental matters, employees, currency transactions, taxation, zoning and building codes, and

marketing and advertising. Such laws and regulations could change or could be interpreted differently in

the future, or new laws and regulations could be enacted. Material changes, new laws or regulations, or

material differences in interpretations by courts or governmental authorities could have a material, adverse

effect on our business, financial condition, and results of operations. We cannot assure you that we will be

able to comply with, or conduct business in accordance with, applicable regulations.

Public Opinion Risk: The gaming industry is sensitive to declines in the public acceptance of gaming.

Public opinion can negatively affect the gaming industry and our future performance. If there is a decline

in public acceptance of gaming, this may affect our ability to do business in some markets, either through

unfavorable legislation affecting the introduction of gaming into emerging markets, or through legislative

and regulatory changes in existing gaming markets which may adversely affect our ability to continue to

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own and operate our gaming operations in those jurisdictions, or through resulting reduced casino

patronage. We cannot assure you that the level of support for legalized gaming or the public use of leisure

money in gaming activities will not decline.

Risks to Shareholders: Certain holders of our common shares are subject to certain requirements of the

gaming laws of some jurisdictions in which we are licensed. In such a situation it is possible that the

regulators would require significant information about that shareholder and its assets and operations and, if

the regulators were to determine that that shareholder is unsuitable, it could revoke our gaming license

unless that shareholder divested some or all of its common shares.

Risks to Pledged Shares and/or Assets: If we default under certain agreements, we could forfeit our pledged

equity interest in certain subsidiaries and/or certain assets.

Risks of Local Investors: We own many of our properties through entities that are partly owned by local

companies or individuals. Accordingly, maintaining good personal and professional relationships with our

local partners is critical to our proposed and future operations. Changes in management of our local partners,

changes in policies to which our local partners are subject, or other factors that may lead to the deterioration

of our relationship with a local partner may have a material adverse effect on our business, financial

position, or results of operations. Our joint venture investments involve risks, such as the possibility that

the local partner might become bankrupt or not have the financial resources to meet its obligations, or may

have economic or business interests or goals that are inconsistent with our business interests or goals, or be

in a position to take action contrary to our instructions or requests or contrary to our policies or objectives.

Our local partners often have shared control over, or certain veto rights with respect to, the operation of the

local facilities. Therefore, we may be unable to take certain actions without the approval of our local

partners. Disputes between us and local partners may result in litigation or arbitration that would increase

our expenses and prevent our officers, directors, and employees from focusing their time and efforts on our

business. Consequently, actions or disputes with local partners might result in subjecting properties owned

by the partnership or joint venture to additional risk. In addition, we may in certain circumstances be liable

for the actions of our local partners. We may not be able to find acceptable local partners, or enter into

acceptable arrangements with local partners, which could limit our ability to expand into new markets. Our

business strategy contemplates forming and maintaining relationships with local partners. We cannot assure

you that we will be able to identify the best local partners or maintain our relationships with existing local

partners, or enter into new arrangements with other local partners on acceptable terms, or at all. The failure

to maintain or establish such relationships could have a material adverse effect on our business, financial

position, or results of operations. In addition, the terms of our local partner agreements are influenced by

contract terms offered by our competitors, among other things. We cannot assure you that any of our current

arrangements with our local partners will continue, or that we will be able to renew our local partnerships,

or enter into new local partnerships, on terms that are as favorable to us as those that exist today. Conflicts

may arise between us and our local partners, such as conflicts concerning joint venture governance or

economics, or the distribution or reinvestment of profits. Any such disagreement between us and a local

partner could result in one or more of the following, each of which could harm our reputation or have a

material, adverse effect on our business, financial position, or results of operations: unwillingness on the

part of a local partner to (i) pay us amounts or render us services we believe are due to us under our

arrangement; (ii) to keep us informed regarding the progress of its development and community relationship

activities; or (iii) early termination or non-renewal of the relationship.

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Risks of Losing Key Personnel: Our ability to maintain our competitive position is dependent, to a large

degree on the services of our senior management team. However, we cannot assure you that any of these

individuals will remain with us, or that we would be able to attract and hire suitable replacements in the

event of any such loss of services. The death or loss of the services of any of our senior managers or the

inability to attract and retain additional senior management personnel could have a material, adverse effect

on our business, including our ability to raise additional capital.

Tax Risk: We may be subject to certain tax liabilities in connection with our operations. See Note 23 to the

Financial Statements.

Litigation Risk: We may be involved in legal and tax claims from time to time. Some of the litigation claims

may not be covered under our insurance policies or our insurance carriers may seek to deny coverage. As

a result, we might be required to incur significant legal fees, which may have a material adverse impact on

our financial position. In addition, because we cannot predict the outcome of any action, it is possible that,

as a result of current and/or future litigation, we will be subject to adverse judgments or settlements that

could significantly reduce our earnings or result in losses. Please see Notes 18 and 23 of the financial

statements for a description of our current material litigation.

Acts of God: Our properties may be affected by acts of God, such as natural disasters, particularly in

locations where we own and/or operate significant properties. Some types of losses, such as those from

earthquake, hurricane, terrorism, and environmental hazards, may be either uninsurable or too expensive to

justify insuring against. Should an uninsured loss or a loss in excess of insured limits occur, we could lose

all or a portion of the capital we have invested in a property, as well as the anticipated future revenue from

the property. In that event, we might nevertheless remain obligated for any mortgage debt or other financial

obligations related to the property. Similarly, war (including the potential for war), political unrest, other

forms of civil strife, terrorist activity (including threats of terrorist activity), epidemics (such as SARS and

bird flu), travel-related accidents, as well as geopolitical uncertainty and international conflict, which

impact domestic and international travel, may cause our results to differ materially from anticipated results.

In addition, inadequate preparedness, contingency planning, or recovery capability in relation to a major

incident or crisis may prevent operational continuity and consequently impact our business, financial

position, or results of operations. Although we have all-risk property insurance for our properties covering

damage caused by a casualty loss (such as fire and natural disasters), each such policy has certain

exclusions. Our level of insurance coverage for our properties may not be adequate to cover all losses in

the event of a major casualty. In addition, certain casualty events, such as labor strikes, nuclear events, acts

of war, loss of income due to cancellation of room reservations, or conventions due to fear of terrorism,

deterioration or corrosion, insect or animal damage and pollution, might not be covered at all under our

policies. Therefore, certain acts could expose us to heavy, uninsured losses. In addition, although we

currently have certain insurance coverage for occurrences of terrorist acts and certain losses that could result

from these acts, our terrorism coverage is subject to the same risks and deficiencies as those described

above for our all-risk property coverage. The lack of sufficient insurance for these types of acts could expose

us to heavy losses in the event that any damages occur, directly or indirectly, as a result of terrorist attacks,

which could have a significant negative impact on our operations. In addition to the damage caused to our

property by a casualty loss (such as fire, natural disasters, acts of war or terrorism), we may suffer disruption

of our business as a result of these events, or be subject to claims by third parties injured or harmed. While

we carry business interruption insurance and general liability insurance, such insurance may not be adequate

to cover all losses in such event. We renew our insurance policies on an annual basis. The cost of coverage

may become so high that we may need to further reduce our policy limits or agree to certain exclusions

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from our coverage. Among other potential future adverse changes, in the future we may elect to not, or

may not be able to, obtain any coverage for losses due to acts of terrorism.

Management Risks: We derive our revenue from operations located in multiple countries and expect to

further expand our business. As a result of long distances, different cultures, management and language

differences, our operations pose risks to our business. These factors make it more challenging to manage

and administer a dispersed business and increase the resources necessary to operate under several different

regulatory and legislative regimes.

Technology Risks: We use sophisticated information technologies and systems that are interconnected

through the Internet. Any disaster, disruption or other impairment in our technology capabilities could harm

our business. Our information technology system is vulnerable to damage or interruption from: earthquakes,

fires, typhoons, floods, and other natural disasters; power losses, computer systems failures, internet, and

telecommunications or data network failures, operator negligence, improper operation by or supervision of

employees, physical and electronic losses of data, and similar events; and computer viruses, penetration by

individuals seeking to disrupt operations or misappropriate information, and other breaches of security. We

rely on our systems to perform functions critical to our ability to operate, including our central reservation

systems. Accordingly, an extended interruption in system’s functions could significantly curtail, directly

and indirectly, our ability to conduct our business and generate revenue. In addition, if a breach of security

were to occur, it could cause interruptions in our communications and loss or theft of data. To the extent

our activities involve the storage and transmission of information, such as credit card numbers, security

breaches could damage our reputation and expose us to a risk of loss or litigation, and possible liability.

Our insurance policies might not be sufficient to reimburse us for losses caused by such security breaches.

Further, the development and maintenance of these technologies may require significant capital. There can

be no assurance that as various systems and technologies become outdated or new technology is required,

we will be able to replace or introduce them as quickly as our competition, or within budgeted costs and

timeframes for such technology. Further, there can be no assurance that we will achieve the benefits that

may have been anticipated from any new technology or system.

Demand Risks: Our properties must offer themes, products and services that appeal to potential customers.

We may not anticipate or react quickly enough to any significant changes in customer preferences, such as

jackpot fatigue (declining play levels on smaller jackpots) or the emergence of a popular gaming option

provided by our competitors, or hotel amenities supplied by our competitors. In addition, general changes

in consumer behavior, such as redirection of entertainment dollars to other venues or reduced travel activity,

could materially affect our business, financial position and results of operations.

Fraud Risks: We incorporate security features into the design of our gaming operations designed to prevent

us and our patrons from being defrauded. However, we cannot assure you that such security features will

continue to be effective in the future. If our security systems fail to prevent fraud, our business, financial

position, or results of operations could be adversely affected and our brand could suffer.

Marketing & Promotions Risks: We intend to promote the brands that we own and operate to differentiate

ourselves from our competitors and to build goodwill with our customers. These promotional efforts may

require substantial expenditures on our part. However, our efforts may be unsuccessful and these brands

may not provide the competitive advantage that we anticipate, in which case we would not realize the

expected benefits from our expenditures related to our brands.

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Holding Company Risks: We are a holding company with no material business operations of our own. Our

only significant asset is the capital stock of our subsidiaries and joint ventures. We conduct virtually all of

our business operations through our direct and indirect subsidiaries, and joint ventures. Accordingly, our

only material sources of cash are dividends and distributions with respect to our ownership interests in our

subsidiaries and joint ventures and management fees paid to us by certain of our joint ventures, all of which

are dependent on the earnings and cash flow generated by the operating properties owned by our

subsidiaries and joint ventures. Our subsidiaries and joint ventures might not generate sufficient earnings

and cash flow to pay dividends or distributions in the future. In addition, our subsidiaries’ and joint

ventures’ debt instruments and other agreements may from time to time limit or prohibit certain payment

of dividends or other distributions to us.

Risks Associated with Real Estate: Our business strategy contemplates our ownership of significant

amounts of real estate, which investments are subject to varying degrees of risk. Real estate values are

affected by a variety of other factors, such as governmental regulations and applicable laws (including real

estate, zoning, tax and eminent domain laws), interest rate levels, and the availability of financing. For

example, existing or new real estate, zoning or tax laws can make it more expensive and/or time consuming

to develop real estate or expand, modify or renovate hotels. Governments can, under eminent domain laws,

take real estate, sometimes for less compensation than the owner believes the estate is worth. When

prevailing interest rates increase, the expense of acquiring, developing, expanding or renovating real estate

increases, and values decrease as it becomes more difficult to sell estates because the number of potential

buyers decreases. Similarly, as financing becomes less available, it becomes more difficult both to acquire

real estate and, because of the diminished number of potential buyers, to sell real estate. Any of these

factors could have a material, adverse impact on our business, financial position, or results of operations.

Ownership of real estate also exposes us to potential environmental liabilities. Environmental laws,

ordinances and regulations of various governments regulate our properties and could make us liable for the

costs of removing or cleaning up hazardous or toxic substances on, under, or in estates we currently own

or operate, or that we previously owned or operated. These laws could impose liability without regard to

whether we knew of, or were responsible for, the presence of hazardous or toxic substances. The presence

of hazardous or toxic substances, or the failure to properly clean up such substances when present, could

jeopardize our ability to develop, use, sell or rent the real estate or to borrow using the real estate as

collateral. Other laws, ordinances and regulations could require us to manage, abate or remove lead or

asbestos containing materials. Similarly, the operation and closure of storage tanks are often regulated by

foreign laws. Certain laws, ordinances and regulations, particularly those governing the management or

preservation of wetlands, coastal zones and threatened or endangered species, could limit our ability to

develop, use, sell or rent our real estate. Because real estate investments are relatively illiquid, our ability

to promptly sell one or more properties in response to changing economic, financial, and investment

conditions may be limited. The real estate market is affected by many factors that are beyond our control,

including:

• adverse changes in international, national, regional, and local economic and market conditions;

• changes in interest rates and in the availability, cost, and terms of debt financing;

• changes in governmental laws and regulations, fiscal policies and zoning ordinances, and the related

costs of compliance with laws and regulations, fiscal policies, and ordinances;

• the ongoing need for capital improvements, particularly in older structures;

• changes in operating expenses; and

• civil unrest, acts of God, including earthquakes, floods, and other natural disasters and acts of war or

terrorism, which may result in uninsured losses.

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We may decide to sell one or more of our properties in the future. We cannot predict whether we will be

able to sell any property for the price, or on the terms, set by us, or whether any price or other terms offered

by a prospective purchaser would be acceptable to us. We also, cannot predict the length of time needed to

find a willing purchaser and to close the sale of a property.

In addition, we may be required to expend funds to correct defects or to make improvements before a

property can be sold. We cannot assure you that we will have funds available to correct those defects or to

make those improvements.

Foreign Currency Risks: As of December 31, 2023, the Group owned operating assets in Peru and

Nicaragua and real estate assets in Costa Rica, Peru and Nicaragua. Therefore, certain of our expenses and

revenues are and will be denominated in local currencies. A significant amount of our debt is denominated

in dollars, and the costs associated with servicing and repaying such debt will be denominated in dollars.

Additionally, our financial information is, and in the future will be, prepared in dollars. Any target business

with which we pursue a business combination may denominate its financial information in a currency other

than the dollar or conduct operations in a currency other than the dollar. Our sales in a currency other than

dollars may subject us to currency translation risk. Exchange rate volatility could negatively impact our

revenues or increase our expenses incurred in connection with operating a target business. Currency rates

may fluctuate significantly over short periods of time for a number of reasons, including changes in interest

rates, intervention (or the failure to intervene) by local governments, central banks or supranational entities,

or by the imposition of currency controls or other political developments. We are exposed to market risks

from changes in foreign currency exchange rates, and any significant fluctuations in the exchange rates

between local currencies against the dollar may have a material adverse effect on our operating results.

Furthermore, the portion of our business conducted in other currencies could increase in the future, which

could expand our exposure to losses arising from currency fluctuations. We have not used any forward

contracts, futures, swaps, or currency borrowings to hedge our exposure to foreign currency risk.

Risks to Ground Leases: We hold certain of our properties through leasehold interests in the land underlying

the buildings and we may acquire additional properties in the future that are subject to similar ground leases.

As the lessee under a ground lease, we are exposed to the possibility of losing the property upon termination,

or an earlier breach by us, of the ground lease, which may have a material adverse effect on our business,

financial condition, results of operations, our ability to make distributions to our shareholders, and price of

our common shares.

Risks Associated with our Common Shares: We may not be able to sustain a market for our shares, options

and warrants on Euronext Amsterdam, which would adversely affect the liquidity and price of our shares,

options and warrants. The price of the shares, options, and warrants after the admission to listing also can

vary due to general economic conditions and forecasts, our general business condition, and the release of

our financial reports. Although our current intention is to maintain a listing on Euronext Amsterdam, we

cannot assure you that we will always do so. In addition, an active trading market for our shares on Euronext

Amsterdam may not develop or, if developed, may not be maintained. You may be unable to sell your

shares unless a market can be established and maintained, and if we subsequently obtain another listing on

an exchange in addition to, or in lieu of, Euronext Amsterdam, the level of liquidity of your shares may

decline. In addition, because a large percentage of Euronext Amsterdam’s market capitalization and trading

volume is represented by a limited number of companies, fluctuations in the prices of those companies’

securities may have an effect on the market prices for the securities of other listed companies, including the

price of our shares. Euronext Amsterdam may delist our securities, which could limit the ability of our

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shareholders to make transactions in our securities and subject us to additional trading restrictions. Although

we have met the listing standards of Euronext Amsterdam on admission, and are currently listed and trading,

we cannot assure you that our securities will continue to be listed on Euronext Amsterdam as we might not

meet certain continued listing standards. If we are delisted, we may not be able to list on any other exchange

that provides sufficient liquidity. Even if an active trading market for our common shares develops, the

market price of those securities may be highly volatile and could be subject to wide fluctuations. In addition,

the trading volume in our common shares may fluctuate and cause significant price variations to occur. If

the market price of our common shares declines significantly, you may be unable to resell such common

shares at or above your purchase price, if at all. We cannot assure you that the market price of our common

shares will not fluctuate or decline significantly in the future. Some of the factors that could negatively

affect the price of our common shares or result in fluctuations in the price or trading volume of our common

shares include: variations in our quarterly operating results; failure to meet earnings estimates; publication

of research reports about us, other companies in our industry or the failure of securities analysts to cover

our shares in the future; additions or departures of key management personnel; adverse market reaction to

any indebtedness we may incur, or preferred or common shares we may issue in the future; changes in

market valuations of similar companies; announcements by us or our competitors of significant contracts,

acquisitions and dispositions; speculation in the press or investment community; changes or proposed

changes in laws or regulations affecting the hotel, casino or gaming industries, or enforcement of these laws

and regulations, or announcements relating to these matters; general market, political and economic

conditions and local conditions in the markets in which our properties are located; and other risks identified

in this Annual Report.

Any market on which our common shares trade will from time-to-time experience extreme price and

volume fluctuations. These market fluctuations could result in extreme volatility in the trading price of our

common shares, which could cause a decline in the value of your investment. You should also be aware

that price volatility may be greater if the public float and trading volume of our common shares are low.

Risks from Options, and Promissory Notes Convertible into Common Stock: As of December 31, 2024, we

have existing options convertible into common shares. The potential issuance of additional common shares

on exercise of these options or the conversion of these promissory note into shares could make us a less

attractive investment, if exercise of the options and conversion of notes into shares at prices below current

market prices. If, and to the extent, these options are exercised or conversion occur, shareholders may

experience dilution to their holdings. As of April 2024, we have 746,166 common shares issued. See Chapter

7 for more detail on the unexercised option and promissory note convertible into shares.

We do not anticipate paying any dividends on our common shares in the foreseeable future: We do not

expect to declare or pay any cash or other dividends in the foreseeable future on our common shares, as we

intend to use cash flow generated by operations to pay off our debt and expand our business. Our debt

arrangements may also restrict our ability to pay cash dividends on our common shares, and we may also

enter into credit agreements or other borrowing arrangements in the future that restrict our ability to declare

or pay cash dividends on our common shares.

Ownership in us may be diluted in the future: Your percentage ownership in us may be diluted in the future

because of equity awards that we expect will be granted over time to our directors, officers, and employees.

Additionally, our Board of Directors may issue common shares and preferred shares without shareholder

approval, which may substantially dilute shareholder ownership interest and serve as an anti-takeover

measure.

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Because the Group is a British Virgin Islands company, our shareholders’ rights may not be able to enforce

judgments against us: We are incorporated under the laws of the British Virgin Islands. As a result, it may

be difficult for investors to effect service of process upon us in other jurisdictions to enforce against us

judgments obtained in other jurisdictions, including judgments predicated upon the civil liability provisions

of the securities laws of other foreign jurisdictions. We have been advised by our British Virgin Islands

counsel that judgments predicated upon the civil liability provisions of the securities laws of other

jurisdictions may be difficult to enforce in British Virgin Islands courts and that there is doubt as to whether

British Virgin Islands courts will enter judgments in original actions brought in British Virgin Islands courts

predicated solely upon the civil liability provisions of the securities laws of other foreign jurisdictions.

Because the Group is a British Virgin Islands company, our shareholders’ rights may be less clearly

established as compared to the rights of shareholders of companies incorporated in other jurisdictions: Our

corporate affairs are governed by our Memorandum of Association and Articles of Association and by the

International Business Companies Act of the British Virgin Islands. Principles of law relating to such

matters as the validity of corporate procedures, the fiduciary duties of management and the rights of our

shareholders may differ from those that would apply if we were incorporated in another jurisdiction. The

rights of shareholders under British Virgin Islands law are not as clearly established as are the rights of

shareholders in many other jurisdictions. Thus, our shareholders may have more difficulty protecting their

interests in the face of actions by our Board of Directors than they would have as shareholders of a

corporation incorporated in another jurisdiction.

Our governing documents and British Virgin Islands law contain provisions that may have the effect of

delaying or preventing a change in control of us: Our Memorandum of Association authorizes our Board

of Directors to issue up to 500 million preferred shares and to determine the powers, preferences, privileges,

rights, including voting rights, qualifications, limitations and restrictions on those shares, without any

further vote or action by the shareholders. The rights of the holders of our common shares will be subject

to, and may be adversely affected by, the rights of the holders of any preferred shares that may be issued in

the future. The issuance of preferred shares could delay, deter or prevent a change in control and could

adversely affect the voting power or economic value of your shares. In addition, provisions of our governing

documents and British Virgin Islands law, together or separately, could discourage potential acquisition

proposals, delay or prevent a change in control, and limit the price that certain investors might be willing

to pay in the future for our common shares. Among other things, these provisions provide that: our Directors

may only be removed without cause by the vote of shareholders holding at least a two-thirds of our

outstanding common shares; and our shareholders may only call a special meeting by delivering to our

Board of Directors a request for a special meeting by shareholders holding 50% or more of our outstanding

common shares. Although we believe these provisions protect our shareholders from coercive or otherwise

unfair takeover tactics and thereby provide an opportunity to receive a higher bid by requiring potential

acquirers to negotiate with our Board of Directors, these provisions apply even if the offer may be

considered beneficial by some shareholders. Further, these provisions may discourage potential acquisition

proposals and may delay, deter, or prevent a change of control of our Group, including through unsolicited

transactions that some or all of our shareholders might consider to be desirable. As a result, efforts by our

shareholders to change our direction or our management may be unsuccessful.

Future sales of securities could depress the price of our securities: Sales of a substantial number of shares

of our securities, or the perception that a large number of our securities will be sold could depress the market

price of our common shares. Our governing documents authorize us to issue up to 500,000,000 preferred

shares and 500,000,000 common shares.

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We are subject to certain Canadian securities legislation, which may affect our shareholders: Our common

shares ceased to be listed on the CNSX, however, we are a “reporting issuer” subject to certain securities

laws of British Columbia, Ontario, and the Yukon Territory even though we elected to delist from the

CNSX. Among other things, those laws require any 10% holder of a reporting issuer to file reports

disclosing that holder’s direct or indirect beneficial ownership of, or control or direction over, securities of

the reporting issuer, and any changes in that ownership. If they acquire 10% or more of our outstanding

common shares, they will be required to file an “insider report form” within ten business days from the date

their ownership exceeded 10%, and then within ten business days after any trades or other changes in their

holdings of common shares. They would also be required to issue a press release and file a report every

time they acquire an additional 2% or more of our common shares. If they acquire 20% or more of our

outstanding common shares, they would be a “control person” of ours under those provincial securities

laws. As such, they would be deemed to be not only knowledgeable about our affairs, but they would be

deemed to have the ability, by virtue of their significant equity position, to direct our affairs. Thereafter,

any sale by them of common shares would be deemed under provincial law to be a distribution, requiring

the filing of an Annual Report and compliance with other securities disclosure laws. In addition, if a

shareholder acquires 20% or more of our common shares, they will be deemed under provincial securities

laws to have made a “take-over bid” and, accordingly, unless they can obtain an exemption, they would be

required to comply with detailed rules governing bids. 20% holders are also required to file insider reports

within three calendar days versus the normal ten-day requirement that applies to all other parties required

to file insider reports. They must also file personal information forms with the applicable securities

commissions and Canadian exchange where the shares are posted for trading. The provincial securities

commissions and the CNSX have the right to veto the individual or entity from remaining an insider or

control person if the individual or entity is deemed unsuitable to be involved in the Canadian public markets.

We may be subject to adverse legislative or regulatory tax changes that could reduce the market price of

our common shares: At any time, the federal, state, local or foreign tax laws or regulations or the

administrative or judicial interpretations of those laws or regulations may be changed or amended. We

cannot predict when or if any new federal, state, local or foreign tax law, regulation or administrative or

judicial interpretation, or any amendment to any existing tax law, regulation or administrative or judicial

interpretation, will be adopted, promulgated or become effective and any such law, regulation or

interpretation may take effect retroactively. We and our shareholders could be adversely affected by any

such change in, or any new tax law, regulation or administrative or judicial interpretation.

We may be subject to certain tax liabilities in Canada in connection with our emigration from Canada and

continuing our charter under the laws of the British Virgin Islands: In 2006, we filed “discontinuation

documents” with the Yukon, Canada Registrar and continued our charter under the laws of the British

Virgin Islands. In connection with this change, we could be subject to certain Canadian tax liabilities

associated with our deemed disposition of the assets and a deemed dividend calculated by us under

Canadian tax laws. We determined we had no tax charges associated with our emigration from Canada.

Although we believe the position we have taken in the submitted tax return was appropriate for determining

any potential tax liabilities, there is no assurance that the Canadian tax authorities will not challenge the

position to calculate the potential tax liability, which could result in us being subject to additional Canadian

taxes.

ERISA plan risks may limit our potential investor base: The U.S. Employee Retirement Income Security

Act of 1974, as amended (“ERISA”) and Section 4975 of the U.S. Internal Revenue Code prohibit certain

transactions that involve (1) certain pension, profit-sharing, employee benefit, or retirement plans or

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Chapter 8: Risk Factors

individual retirement accounts (as well as certain entities that hold assets of such arrangements as described

below) and (2) any person who is a “party-in-interest” or “disqualified person” with respect to such a plan.

Consequently, the fiduciary of a plan contemplating an investment in our common shares should consider

whether we, any other person associated with the issuance of our common shares or any of their affiliates

is or might become a “party-in-interest” or “disqualified person” with respect to the plan and, if so, whether

an exemption from such prohibited transaction rules is applicable. In addition, the Department of Labor

Plan Asset Regulations provide that, subject to certain exceptions, the assets of an entity in which a plan

holds an equity interest may be treated as assets of an investing plan, in which event the underlying assets

of such entity (and transactions involving such assets) would be subject to the prohibited transaction

provisions and we could be subject to the prudence and other fiduciary standards of ERISA, which could

materially and adversely affect our operations. We intend to take such steps so that we should qualify for

one or more of the exceptions available and, thereby, prevent our assets from being treated as assets of any

investing plan. However, there can be no assurance that we will be able to meet any of these exceptions.

Cautionary Note Concerning Forward Looking Statements: Various statements contained in this Annual

Report, including those that express a belief, expectation, or intention, as well as those that are not

statements of historical fact, are forward looking statements. We use words such as “believe,” “intend,”

“expect,” “anticipate,” “forecast,” “plan,” “may,” “will,” “could,” “should” and similar expressions to

identify forward looking statements. The forward-looking statements in this Annual Report speak only as

of the date of this Annual Report and are expressly qualified in their entirety by these cautionary statements.

Factors or events that could cause our actual results to differ may emerge from time to time and it is not

possible to predict all of them. We disclaim any obligation to update these statements, and we caution our

shareholders not to rely on them unduly. Our shareholders are cautioned that any such forward looking

statements are not guarantees of future performance. Important factors that could cause actual results to

differ materially from those in the forward-looking statements include regional, national or global, political,

economic, business, competitive, market, and regulatory conditions as well as, but not limited to, the risk

factors described in this Section. These risks and others described under the heading “Risk Factors” are not

exhaustive.

IMPORTANT INFORMATION

This is Agility Capital Holding Inc.’s 2024 Annual Report for the period ended December 31, 2024. Agility

Capital Holding Inc. is a designated foreign issuer with respect to Canadian securities regulations and this

2024 Annual Report is intended to comply with the rules and regulations for the Euronext Amsterdam by

Euronext Amsterdam, the regulated market of the Euronext Amsterdam N.V. and with Canadian securities

laws.

No person has been authorized to give any information or to make any representation other than those

contained in this 2024 Annual Report and, if given or made, such information or representations must not

be relied upon as having been authorized by us. This 2024 Annual Report does not constitute an offer to

sell or a solicitation of an offer to buy any securities. The delivery of this 2024 Annual Report shall not

under any circumstances, create any implication that there has been no change in our affairs or that

information contained herein is correct as of any time subsequent to the date hereof.

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Chapter 8: Risk Factors

Agility Capital Holding Inc. accepts responsibility for the information contained in this 2024 Annual

Report. To the best of our knowledge and belief (having taken all reasonable care to ensure that such is the

case), the information contained in this 2024 Annual Report is in accordance with the facts and does not

omit anything likely to affect the import of such information.

The information included in this 2024 Annual Report reflects our position at the date of this Annual Report

and under no circumstances should the issue and distribution of this 2024 Annual Report after the date of

its publication be interpreted as implying that the information included herein will continue to be correct

and complete at any later date.

Agility Capital Holding Inc. has adopted the U.S. Dollar (“USD”) as its reporting currency. As required by

EU regulation, Agility Capital Holding Inc.´s interim financial statements have been prepared in accordance

with international financial reporting standards (“IFRS”) and interim financial statements IAS 34.

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Corporate Office

CORPORATE OFFICE

Apartado 0823-00514

Panama, Republic of Panama

Tel: (507) 223-1234

Fax: (507) 223-0864

DIRECTORS

Salomon Guggenheim, Zurich, Switzerland

Reto Stadelmann, Switzerland

Stephan Fitch, United Kingdom

AUDITOR

Baker Tilly Curacao

Snipweg 30

Willemstad

Curacao

OFFICERS

Salomon Guggenheim, BOD Chairman and President

Peter LeSar, Chief Executive and Chief Financial Officer

Yazmina Escobar, General Counsel and Secretary

TRANSFER AGENT

Computershare

510 Burrard Street, 3

Floor

Vancouver, BC V6C 3B9, Canada

CAPITALIZATION

Common shares issued: 746,166

(as of

April

, 202

)

REGISTERED AND RECORD OFFICE FOR

SERVICE IN BRITISH VIRGIN ISLANDS

Icaza, Gonzalez-Ruiz & Aleman (BVI) Trust Limited

Tortola Pier Park, Building 1, Second Floor

Wickhams Cay 1, Road Town, Tortola

British Virgin Islands

SHARES LISTED

Euronext Amsterdam

Common Stock Symbol: AGIL

WEBSITE