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Cautionary Note
(Agility Capital Holding, formerly Agility Real Estate, is a British Virgin Islands company limited by
shares with its registered office in Tortola, British Virgin Islands)
Cautionary Note on “forward-looking statements”
This Annual Report contains certain forward-looking statements within the meaning of the securities laws and
regulations of various international, federal, and state jurisdictions. All statements, other than statements of
historical facts, included herein, including without limitation, statements regarding potential revenue, future
plans, and objectives of Agility Capital are forward-looking statements that involve risk and uncertainties.
There can be no assurances that such statements will prove to be accurate, and actual results could differ
materially from those anticipated in such statements. Important factors that could cause actual results to differ
materially from the Group's forward-looking statements include competitive pressures, unfavorable changes
in regulatory structures, and general risks associated with business, all of which are disclosed under the
heading "Risk Factors" and elsewhere in the Group's documents filed from time-to-time with the Euronext
Amsterdam exchange (“Euronext Amsterdam”) and other regulatory authorities.
Agility Capital Holding Inc. (formerly known as Agility Real Estate Inc.) is sometimes referred to herein as
“the Company” or “the Group.” All currencies are in US dollars unless stated otherwise.

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Table of Contents
Table of Contents
Chapter 1: Letter from the CEO 4
Chapter 2: 2025 Overview and Updates 9
Our Operations and Real estate
10
Group Overview
10
Peru
1
3
Nicaragua
1
5
Other Key Items
1
6
Chapter 3: Regulatory Environment 18
Chapter 4: Management Compliance Statement 21
Chapter 5: Report of the Board of Directors 25
Senior Management, Directors and Director Nominees
26
Board of Directors
–
Governance
2
8
Compensation to Senior Management and Directors
2
9
Chapter 6: Investor Relations, Shares & Dividends 32
Conflicts of Interest
3
4
Related Party Transactions
3
4
Description of Securities
3
4
Organizational Documents
3
5
Chapter 7: 2025 Consolidated Financial Statements
& Report of the Independent Auditors 41
Report of the Independent Auditors
4
2
Consolidated
Financial Statements
49
Notes to the Consolidated Financial Statements
5
6
Chapter 8: Risk Factors 123

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Chapter 1: Letter from the CEO
Chapter 1:
Letter from the CEO

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Chapter 1: Letter from the CEO
Dear Shareholders and Investors:
The below summarizes the Group’s performance for the year ended December 31, 2025.
1. CHANGES IN PERFORMANCE IN 2025
In summary, Group revenue from continuing businesses increased by $1.5 million or 8.6%, while adjusted
EBITDA increased by $187 thousand or 6.7%. Due primarily to a foreign exchange loss and secondarily to
one-time other gains and losses, Consolidated Loss from continuing operations for the period is $667
thousand, a reduction of $1.1 million or -241.3% as compared with 2024 results.
On the balance sheet: gross borrowings increased from $5.3 million to $5.6 million. Obligations under
leases and hire purchase contracts increased from $4.0 million to $6.8 million primarily due to new lease
extensions through 2036 in our Latin American properties. Cash and cash equivalents decreased from $4.7
million to $2.2 million, in part because of investments made as outlined in this letter below. As a result,
Gross debt as of December 31, 2025 increased to $12.4 million from $9.3 million as compared to December
31, 2024; and Net debt increased to $10.2 million as compared to $4.6 million over the same period.
Approximately $6.8 million of our Net debt is comprised of Obligations under leases and hire purchase
contracts, meaning that what are traditionally known as net borrowings are less than $3.4 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 2025 Annual Report:
Office-to-Condominium Conversion: The Group is in the process of converting 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 2025 Annual Report, we have secured master
plan permits that allow the Group to pre-sell units and have pre-sold 39 apartments for a contract value of
approximately $5.7 million. The construction budget is now forecasted to be approximately $4.5 million,
the value of to-be-sold property is 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 and commencing construction to convert the offices into condominiums by Q2 2026. All estimates
are subject to further work and analysis. The Group will keep shareholders apprised.
New Office Building Lease-to-Acquisition: As previously reported, the Group has leased a fully finished
8-story, 1,811 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 $1.8 million, materially below market rate, between now and
July 31, 2027. During 2025, the Group performed applied for construction permits to complete interior
design renovations in order to: 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,

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complete the acquisition and plan for longer-term property repositioning. We now believe that tenants will
begin moving in June 2026 as they move out of our office-to-condominium conversion described above,
which is in the same neighborhood. We believe this development may open up adjacent opportunities. We
also believe that it will be cash flow positive by Q4 2026.
New Food Park Development: Agility owns a 56% interest in a Nicaraguan holding company that owns
approximately 17,506 m2 of land divided among 5 parcels, some with significant tenant improvements as
more fully detailed on page 13. As of 2023, the total appraised value of these properties was $10.5 million,
while debt on local assets is negligible. On one parcel of our land that is primarily used for overflow
parking, we have operated a food park with our own 3 food outlets since 2021. While immaterial in size
compared to our overall business, we do see some compelling metrics. The Group is interested to further
test this business model (in this low-cost environment) for possible later expansion purposes elsewhere and
now reports purchasing approximately 9,000 m2 of land for approximately $241 thousand to develop a new
food park prototype and additional commercial real estate under a masterplan that it is working on. We are
currently undergoing final construction permitting and believe the park will open for business by Q1 2027.
3. OUR U.S. RESTAURANT HOLDINGS
The Group is pleased to provide further detail to its U.S. restaurant investment and to 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.
Investment Strategy: Agility has incorporated a wholly owned subsidiary operating company named
DineRock Capital that together with Agility Capital has the following investment goals: A) Identify
emergent, leaderless restaurant categories and early-stage restaurant companies that have the potential to
position both for an early lead in that category and to build toward a 20% 4-wall NOI (“Targets”); B) Act
as a senior-secured private credit firm to Targets, and around which we can build a laser-focused restaurant
private credit business over time—and for which we believe we can raise capital; C) Act as an equity
investor in the holding companies of those Targets, and co-own with them the intellectual property and
development rights for early-stage restaurant brands with anywhere from $500 thousand to approximately
$30 million in revenue (taking either majority control or minority stakes with strong minority rights)—and
for which we believe we can also raise and manage unit-expansion capital as the portfolio matures; C) Build
and employ an accelerator advisory service to guide our Targets into early leadership positions; D) Pursue
formats that have the best 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, always evaluating
what is in the best interest of shareholders.
Investments To Date: As previously announced, the Group has now invested in numerous restaurant
brands via three holding companies located in the NYC area, the Washington DC area and in Texas, and is
in the process of transferring these new assets into its DineRock vehicle. Those restaurant holding
companies will spend 2025 and 2026 optimizing the positioning of their current models to best fit the
conditions required to emerge as leaders of categories that are themselves emergent. While we do not

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disclose their respective development strategies, we now share some of those brands and now disclose that
the Group owns: A) 10% equity stake (with shared first rights for additional equity) in the holding company
that owns each of Chasin’ Tails, Nue, Roll Play, An, Teas n’ You and Lei’d; B) 70% stake in the holding
company that owns the IP and development rights to Alyce and One World Pizza, and is currently the senior
lender to the company that operates the first two locations; and C) 90% stake in the holding company that
owns the development rights for Saucy Mama’s, and is currently a lender to the company that operates the
first location. These are not passive investments, but rather the Group works weekly with its restaurant
partners on business optimization and scaling strategies. While these are early-stage investments, the Group
believes that several of these brands have the potential for 1,000+ units.
Income-generating Advisory Strategies: Accelerator Service: The Group hereby announces that its
subsidiary DineRock Capital launched a scalable, accelerator service for non-investee independent
restaurants in late March 2026. Executed contracts plus down-paid-and-to-be-executed contracts in the
first 4 weeks of approximately $300 thousand. Leads are strong and sales processes are being honed. By
year-end 2026, the Group believes that this business could achieve annualized sales between $3 million and
$7 million based on its current pipeline and estimate that its matured contribution to Group earnings in 2027
could range from 30% to 50% of sales. The group has initiated a pull marketing social media strategy,
which can be seen on YouTube, Instagram and Tik Tok under the brand Kitchen to Chain among other
related brands. Financial Advisory: The Group has already announced that, via its wholly owned US
subsidiary Agility Capital, Inc., it is now commencing operation as a boutique investment bank specialized
in providing advisory and capital‑raising services to our Targets. Specifically, the company is now able to
transact in corporate finance, capital markets advisory, and M&A advisory within the U.S., and will
integrate those services with its platforms and finance team in Europe and Latin America. The Company
will leverage its proprietary pipeline of restaurant accelerator company clients as its primary client
attraction system. In the United States, Agility is pleased to partner with the registered broker-dealer Finalis
Securities, LLC. Agility Capital is not a registered broker-dealer, and Finalis Securities LLC and Agility
Capital are separate, unaffiliated entities. The Company anticipates initial, modest financial advisory
revenue streams in the next two years as mandates commence.
4. OUR LEGACY HOSPITALITY & REAL ESTATE HOLDINGS
Legacy Hospitality Operations & Related Real Estate: As of the publication date of this 2025 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 13,132 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 grow strongly as you will note on pages 10 and 11.
5. IMPORTANT CONSIDERATIONS
Lifting Capital Constraints: The Group has a limited amount of capital to pursue opportunity sets with
material upside and in which the Group has unique competitive advantages. In this regard, the Group had
recently hired an investment banking group to raise additional capital in a way that was non-dilutive to
shareholders and would not require a material re-leveraging of the company. After preliminary investor
calls and analysis, we believe that we were too early to go fully to market. Thus, we continue to mature our
new businesses. We will inform shareholders if and as there are advances in this area.

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Chapter 1: Letter from the CEO
Elevated Corporate Expense: The Group had previously reported that it expects an increase in Corporate
Expense as we ramp up new activities and investments. You will now see this reflected in our 2025
Corporate Expense, which have increased by approximately $167 thousand for the year ended December
31, 2025 as compared to the same period in 2024.
Common Shares: As of the December 31, this 2025, the Group has repurchased approximately 12.67%
of its issued and outstanding shares, which are now custodied in its treasury. As formerly disclosed, the
Board of Director had approved that the Group may offer options to executives as follows:
• During 2024: Issuance of stock options to Peter LeSar in the amount of 29,452 shares at an average
exercise price of $2.73, with 50% vest in December 2025 and 50% vest in December 2026.
• 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
Executives have exercised all of their 2025 options and continue to invest in the Group; as of December
31, 2025, 29,452 options granted to Peter LeSar, in 2024, remain outstanding. If and as cash flow and
reserves permit, the Group will continue to purchase shares for treasury as first disclosed on November 8,
2025.
We looking forward to keeping you apprised of our activities.
Peter LeSar
Chief Executive Officer
April 30, 2026

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Chapter 2: 2025 Overview and Updates
Chapter 2:
2025 Overview
and Updates

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Chapter 2: 2025 Overview and Updates
Our Operations and Real Estate
As of December 31, 2025, 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 2025
Below is our consolidated profit / (loss) summary for the twelve months ended December 31, 2025, as
compared with the same period of 2024. In summary, Group revenue increased by $1.5 million or 8.6%,
while adjusted EBITDA increased by $187 thousand or 6.7%. Consolidated Loss for the period is $667
thousand, a reduction of $1.1 million or -241.3% as compared with 2024 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: 2025 Overview and Updates
Group debt: Below is the Group’s Gross debt and Net debt on December 31, 2025. 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)
%
2025 2024
Variance
change
Net gaming wins 15,050$ 13,466$ 1,584$ 11.8%
Food and beverage sales 2,698 2,743 (45) -1.6%
Hospitality and other sales 781 859 (78) -9.1%
Total revenues 18,529 17,068 1,461 8.6%
Promotional allowances 837 861 (24) -2.8%
Property, marketing and administration 12,881 11,750 1,131 9.6%
Property EBITDA
4,811 4,457 354
7.9%
Corporate expenses 1,822 1,655 167 10.1%
Adjusted EBITDA
2,989 2,802 187 6.7%
Property EBITDA as a percentage of revenues 16.1% 16.4%
Depreciation and amortization 1,497 1,338 159 11.9%
Interest and financing costs, net 808 1,036 (228) -22.0%
Shared based compensation 21 - 21 0.0%
Foreign exchange (gain) / loss 431 (514) 945 -183.9%
Other (gains) / losses (110) (540) 430 -79.6%
Loss from equity investee (52) 43 (95) -220.9%
Income taxes 1,061 967 94 9.7%
Profit / (loss) for the period from continuing operations (667)$ 472$ (1,139)$ -241.3%
Twelve months ended
December 31,
(In thousands)
Dec-25 Dec-24
Borrowings 5,630$ 5,285$
Obligations under leases and hire purchase contracts 6,801 3,958
Gross Debt 12,431$ 9,243$
Less:
cash and cash equivalents (excludes restricted cash)
2,224 4,753
Net Debt 10,207$ 4,490$

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Chapter 2: 2025 Overview and Updates
The Group estimates its debt schedule as follows starting in January 2026:
2026 2027 2028 2029 2030 Thereafte r Total
Corporate 4,490,388$ 57,135$ 60,563$ 64,197$ 68,049$ 464,474$ 5,204,806$
Peru (19,108) 1,824,075 - - - - 1,804,967
Nicaragua 856,154 759,566 483,106 450,414 521,207 2,350,504 5,420,951
$ 5,327,434 $ 2,640,776 $ 543,669 $ 514,611 $ 589,256 $ 2,814,978 $ 12,430,724
Interest Payment 2026 2027 2028 2029 2030 Thereafter Total
Corporate 46,099$ 42,865$ 39,437$ 35,803$ 31,951$ 96,859$ 293,014$
Peru 147,828 109,705 - - - - 257,533
Nicaragua 565,305 464,136 392,586 345,155 293,306 615,389 2,675,877
$ 759,232 $ 616,706 $ 432,023 $ 380,958 $ 325,257 $ 712,248 $ 3,226,424
Total
Principal Balance
Total

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Chapter 2: 2025 Overview and Updates
Peru Update
Description of Properties
In Peru, as of December 31, 2025, the Group converted a 66-suite hotel into a condominium apartment
building, with all 66 units sales completed in 2024. As of the publication date of this 2025 Annual Report,
the Group continues to own approximately 7,936 m2 of office space and has begun to convert into 71
condominium apartments, 40 mini store rooms and 78 parking spaces (includes parking for visitors). As
of the date of publication of this 2025 Annual Report, we have pre-sold 39 apartments for a contract value
of approximately $5.7 million and believe we are near to receiving definitive construction permits.
Construction budget is forecasted to be approximately $4.5 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. We will self-finance
the construction partially through our own resources and partially through arrangements with buyers, and
we have no debt otherwise on the real estate. The development continues to have active office tenants, but
we foresee terminating all leases and commencing construction to convert the offices into condominiums
by Q2 2026.
Date
Sold
Thunderbird Office Complex Lima 2007 NA
Office Spaces and
Parking Units for Rent
7,936
Peru Total 7,936
Name Province Date Acquired Type M2

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Chapter 2: 2025 Overview and Updates
Summary of Peru 2025 Consolidated P&L:
Our Peru profit / (loss) summary for the twelve months ended December 31, 2025, as compared with the
same period of 2024 is set out below. In summary, Peru revenue and property EBITDA reduced by $54
thousand or -6.8% and $159 thousand or -100.0%, respectively. Loss for the period is $460 thousand, a
reduction of $382 thousand or -489.7% as compared with 2024 results.
(In thousands)
%
2025 2024
Variance
change
Hospitality and other sales 743 797 (54) -6.8%
Total revenues 743 797 (54) -6.8%
Property, marketing and administration 743 638 105 16.5%
Property EBITDA
- 159 (159)
-100.0%
Property EBITDA as a percentage of revenues 0.0% 19.9%
Depreciation and amortization 154 90 64 71.1%
Interest and financing costs, net 85 1 84 8400.0%
Foreign exchange (gain) / loss 261 (18) 279 -1550.0%
Other (gains) / losses (16) 26 (42) -161.5%
Income taxes (24) 138 (162) -117.4%
Profit / (loss) for the period from continuing operations (460)$ (78)$ (382)$ 489.7%
Twelve months ended
December 31,

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Chapter 2: 2025 Overview and Updates
Nicaragua Update
Description of Properties
In Nicaragua, the Group operates six standalone gaming venues. Below is a table that outlines information
for each property as of December 31, 2025.
Name Province Date Acquired Type Slots Table Positions
Pharaoh’s Casino Chinandega Chinandega 2012 Slot Parlor 99 -
Pharaoh’s Casino Esteli Esteli 2017 Slot Parlor 50 -
Nicaragua Total 670 15
Pharaoh's Central Managua 2000 Casino 161 9
3
130 -
Pharaoh's Bolivar Managua 2015 Slot Parlor 123 3
Pharaoh's Camino Real Managua 2005 Casino 107
Zona Pharaoh's Bello Horizonte Managua 2008 Casino

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Chapter 2: 2025 Overview and Updates
Summary of Nicaragua 2025 Consolidated P&L:
Below is our Nicaragua profit / (loss) summary for the twelve months ended December 31, 2025. Revenue
increased by $1.5 million or 9.1%, while property EBITDA increased by $513 thousand or 11.9%. Profit
for the period is $2.1 million, an increase of $658 thousand or 45.4% as compared to 2024.
Other Key Items
MARKETING
The Group’s marketing strategy in 2025 was focused on growing our businesses through awareness and
promotional campaigns subject to local law.
EMPLOYEES
As of December 31, 2025, we employed 492, including 461 in Nicaragua, 23 in Peru, and 8 elsewhere.
Labor laws in Latin America are generally more protective of employees than employers. Latin America
has laws protecting employees from having their employment terminated without proper cause or without
paying such employees severance compensation in established statutory amounts and, in some Latin
American countries the law establishes a minimum number of vacation days. Each Agility subsidiary has
its own country-level training and development programs according to the Group’s corporate guidelines.
We offer opportunities for employees to be personally challenged with educational assistance now available
at some of the Group’s locations. Most of the Group’s subsidiaries offer life and health insurance with a
(In thousands)
%
2025 2024
Variance
change
Net gaming wins 15,050$ $13,466 1,584$ 11.8%
Food and beverage sales 2,698 2,743 (45) -1.6%
Hospitality and other sales 8 62 (54) -87.1%
Total revenues 17,756 16,271 1,485 9.1%
Promotional allowances 837 861 (24) -2.8%
Property, marketing and administration 12,108 11,112 996 9.0%
Property EBITDA
4,811 4,298 513
11.9%
Property EBITDA as a percentage of revenues 27.1% 26.4%
Depreciation and amortization 1,343 1,248 95 7.6%
Interest and financing costs, net 501 521 (20) -3.8%
Management fee attributable to non-controlling interest - 480 (480) -100.0%
Foreign exchange (gain) / loss 13 (29) 42 -144.8%
Other (gains) / losses (80) (25) (55) 220.0%
Income taxes 927 654 273 41.7%
Profit / (loss) for the period from continuing operations 2,107$ 1,449$ 658$ 45.4%
Twelve months ended
December 31,

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preferred provider network and co-payment methods to the Group’s upper/middle management as well as
for the Group’s staff and operational employees.
INSURANCE
We typically obtain the types and amounts of insurance coverage that we consider appropriate for
companies in similar businesses. We currently maintain certain insurance policies, including, without
limitation, general commercial and liability, property (including earthquake coverage in certain markets),
and employee compensation coverage, for all of the Group’s properties. In addition, for certain of the
Group’s properties, we carry business interruption insurance.
LITIGATION AND CONTROVERSIES
The Group has disclosed ongoing litigation in Notes 18 and 23 of the financial statements. In addition to
the litigation described in these Notes, we are subject to legal proceedings arising in the ordinary course of
business or related to the Group’s discontinued business operations.
Other than as described in this 2025 Annual Report in Notes 18 and 23 of the 2025 Consolidated Financial
Statement, there are not and have not been any governmental, legal or arbitration proceedings that may
have or have had significant effects on the Group’s financial position or profitability.

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Chapter 3: Regulatory Environment
Chapter 3:
Regulatory Environment

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Chapter 3: Regulatory Environment
GOVERNMENT REGULATION
The Group’s gaming operations are subject to extensive regulation, and each of the Group’s subsidiaries
and joint ventures holds registrations, approvals, gaming licenses or permits in each jurisdiction in which
it operates gaming activities. Gaming laws are based upon declarations of public policy designed to protect
gaming consumers and the viability and integrity of the gaming industry, including prevention of cheating
and fraudulent practices. Gaming laws may also be designed to protect and maximize state and local
revenues derived through taxation and licensing fees imposed on gaming industry participants and enhance
economic development and tourism. To accomplish these public policy goals, gaming laws establish
procedures to ensure that participants in the gaming industry meet certain standards of character and fitness,
or suitability. The limitation, conditioning, suspension, revocation or non-renewal of gaming licenses, or
the failure to reauthorize gaming in certain jurisdictions would materially and adversely affect the Group’s
gaming operations in that jurisdiction. Statutes and regulations can require us to meet various standards
relating to, among other things, business licenses, registration and background investigations of employees,
floor plans, building, fire and accessibility requirements, payment of gaming taxes, and regulations
concerning equipment, machines, tokens, gaming participants and ownership interest. Civil and criminal
penalties can be assessed against us and/or the Group’s Officers to the extent of their individual participation
in, or association with, a violation of certain gaming statutes or regulations. We are also subject to safety
and health, employment and environmental laws, regulations and ordinances that apply to the Group’s
operations. For example, rules and regulations regarding the service of alcoholic beverages are often strict,
and the loss of a license that permits such service would significantly impair the Group’s operations. Local
building, parking and fire codes also affect the Group’s operations. We believe that we are currently in
compliance with all applicable gaming and non-gaming regulations in the jurisdictions where we operate.
The following is an overview of the gaming regulations in each of the Group’s current jurisdictions of
operation. We are not subject to any material environmental regulation.
NICARAGUA
The Nicaraguan Casino Law was published in The Gazette, Official Newspaper Number 124, on July 5,
2011. Its full name is Law 766 Special Law for the Control and Regulation of Casinos and Slot Parlors.
This law (Article 5) appoints the Nicaraguan Institute of Tourism (“INTUR”) as the Application Authority,
with the express obligation to enforce the law, through the creation of a new Casino Commission, headed
by a Director to be designated by the INTUR Executive President. The Law creates four categories for the
casinos in Nicaragua:
1. Category A: Every casino with 71 slots machines or more and three or more table games will be
considered an “A” class casino. The Group’s operations in Nicaragua are all Category A.
2. Category B: Every casino with 25 to 70 slots machines and/or two table games at least will be
considered a “B” class casino.
3. Category C: A slots operator with 16 to 24 slot machines operating in one slot parlor will be
considered a “C” Class casino, in counties with 30,000 inhabitants or less.
4. Category D: A slot parlor with 10 to 15 slot machines in counties with 30,000 inhabitants or less.
This Nicaraguan Casino Law was reformed by the recently approved Law 884 “Law for the reform and
addition to Law 766 Special Law for the Control and Regulation of Casinos and Slot Parlors”, which was
published in The Gazette, Official Newspaper Number 215 on November 12
th
, 2014.

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Chapter 3: Regulatory Environment
By this Law 884 (Article 4), the Application Authority was changed from the Nicaraguan Institute of
Tourism (INTUR) to the Nicaraguan Ministry of Finance and Public Credit, with the express obligation to
enforce this law through the creation of a special Office for the Casinos and Slot Parlors, headed by a
Director to be appointed by the Minister of Finance and Public Credit.
Article 5 of the Law 884 mandates the creation of a Board of Control and Regulation of Casinos and Slot
Parlors, consisting of the Minister of Finance and Public Credit (President of this Board), the General
Director of Income or his deputy, the General Director of the National Police or his (her) deputy, the General
Director of the Financial Analysis Unit or his deputy and the Director from the Office for the Casinos and
Slot Parlors, with voice but no vote in the meetings of this Board.
This Board is in charge of hearing the appeals from the members of the Casinos and Slot Parlors, issuing
rules and regulations for the industry, and supervision of tax payments.
The Nicaraguan government applies specific taxes including corporate income tax, which apply to the
Group’s operations as follows:
a. Municipal tax of 1% of gross revenue, payable monthly.
b. Advance monthly income tax payment of $400 per table; plus, advance monthly income tax
payment of $25 per slot machine for the first 100 slots, $35 from 101 to 300 slots, and $50 from
301 or more per slot machine and per location or 1% of net win, whichever is higher.
c. Income tax of 30% of taxable net income, payable annually, which is reduced by the amounts paid
as monthly advance income tax payment; if the advance payments are higher than the 30% the
higher amount paid becomes your tax obligation.
d. We must pay the annual matriculate tax to the municipal government for the Group’s operating
licenses, which is 2% of the average monthly revenue for the months of October, November and
December. The matriculate tax applies to all companies in Nicaragua not just casinos.
In 2013, the Financial Analysis Unit of Nicaragua issued certain regulations intended to strengthen the
efforts to deter money laundering in certain businesses including casinos. With the new regulations
effective on or about January 1, 2014, gaming companies are required to appoint a “compliance officer” to
be the direct liaison between the company and the regulator. The compliance officer is responsible for
presenting quarterly reports regarding the compliance efforts of the company with respect to these
regulations and certain aspects of the company’s operations, before the regulator.
PROVISIONS AND OTHER CONTINGENCIES
See Notes 18 and 23 of the Group’s Financial Statements that describe certain matters such as the Costa
Rica tax controversy, the Guatemala controversy, and the Costa Rica-CIRSA Escrow claim. Please note
that effective February 25, 2015, and in conjunction with the sale of our Costa Rican operations, the Group’s
Costa Rican subsidiaries paid in protest approximately $3.3 million (50% of which relates to the Group’s
50% stake in those subsidiaries at time of sale) to the Costa Rican tax authorities. The Group continues to
dispute the validity of the Costa Rican contingent taxes as described in Note 23, as per our agreements with
the buyers of our interests in our Costa Rican operations, any recovery is the benefit of the former
shareholders, meaning 50% of any recovery will be to the benefit of the Group.

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Chapter 4: Management Compliance Statement
Chapter 4:
Management
Compliance Statement

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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 2025 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 2025 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 2025 Annual Report,
we have secured master plan permits that allow the Group to pre-sell units and have pre-sold 39 apartments
for a contract value of approximately $5.7 million. The construction budget is forecasted to be
approximately $4.5 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.

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Chapter 4: Management Compliance Statement
Other liquidity events: The Group is evaluating opportunities for balance sheet restructuring, which might
materially enhance its liquidity position in 2026.
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, 2025, 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, 2025, 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, 2026
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, 2025. 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.
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
Name Age Position Date of Birth
Salomon Guggenheim
65
Chairman and Director
1960-03-04
Reto Stadelmann
61
Director
1964-09-12
Stephan Fitch
67
Director
1958-08-30
Name Age Position Date of Birth
Yazmina Escobar
48
General Counsel and Corporate Secretary
1977-12-12
Peter LeSar
57
Chief Executive Officer & Chief Financial Officer
1968-06-14

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Chapter 5: Report of the Board of Directors
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.
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

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Chapter 5: Report of the Board of Directors
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.
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
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Chapter 5: Report of the Board of Directors
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 2025 Salomon Guggenheim and Peter LeSar as advisors) 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.
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 2025. For a discussion of the
compensation of certain of senior management going forward, please see “Employment Agreements.”

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Chapter 5: Report of the Board of Directors
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
th
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 $ 294,721 $ 92,264 $ - $ 49,885
$ 436,870
Peter Lesar
(2)
Employee 240,000 122,264 - 71,668
433,932
Yazmina Escobar
(3)
Director-Employee 125,700 5,606 - 7,221
138,527
Stephan Fitch Director 24,000 - - -
24,000
Reto Stadelmann
Director
24,000 - - -
24,000
Total
$ 708,421 $ 220,134 $ - $ 128,774
$ 1,057,329
(1)
(2)
(3)
Aggregate other compensation includes discretionary expenses of $47,509 and share based compensation of $2,376.
Aggregate other compensation includes health insurance of $120, discretionary expenses of $53,693 and share based compensation of
$17,854 .
Aggregate other compensation includes health insurance of $7,013 and share based compensation of $208.

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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.
2025 PERFORMANCE BONUSES
During 2025, officers were awarded bonuses totaling $220,134.
As of October 2025, the Board of Directors approved the forgiveness and cancellation of loan balances
owed by the officers (Salomon Guggenheim, Peter LeSar, Yazmina Escobar) arising from the 2024 share
purchase program, recognizing such amounts as a performance bonus duly earned for exceptional service
and contribution to the success of the Company.

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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, 2025 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, 2025).
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, 2025
(1)
Switzerland Chairman-Director 178,853 21.79%
United States
General Counsel
5,001
0.61%
United States
Chief Executive Officer & Chief Financial Officer
146,384
17.83%
United Kingdom
Independent Director
3,680
0.45%
Total 333,918 40.68%
(1)
(2)
(3)
(4)
Salomon Guggenheim
(3)
Yazmina Escobar
Peter LeSar
Stephan Fitch
(2)
Percentage based on 820,783 issued and outstanding shares as of December 31, 2025.
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, 2025, 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, 2025, 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, 2025, we had 820,783 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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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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• 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
register as the holder (the “Vendor”) of any of the shares concerned (the “Relevant Shares”)
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
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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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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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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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• 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
th
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
rd
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 2025,
2024, 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: 2025 Consolidated Financial Statements & Report of the Independent Auditors
Chapter 7:
2025 Consolidated Financial Statements
& Report of the Independent Auditors

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Chapter 7: 2025 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, 2025, 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, 2025, 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 determined materiality and identified and assessed the risks of material misstatements of the
consolidated financial statements, whether due to fraud or error in order to design audit procedures
responsive to those risks and obtain audit evidence that is sufficient and appropriate to provide a basis for
our opinion.
We have determined materiality for the audit of the Group’s consolidated financial statements as a whole
to be US$362,000, 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,
materiality that is less than our overall group materiality. The range of materiality allocated across
components was between US$125,000 and US$225,000.

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We agreed with the audit committee the threshold at which we will communicate misstatements to be
US$18,000. In addition, we will communicate misstatements below that threshold that, in our view, must
be reported on qualitative grounds.
Key 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.
The Group has undertaken and continues to
pursue plans to strengthen its liquidity
position and support the fulfillment of its
obligations. We therefore identified the going
concern as a key audit matter requiring special
audit consideration.
When preparing the consolidated financial
statements, management made a specific
assessment of the Group’s ability to continue as a
going concern for the foreseeable future. We
discussed and evaluated the specific assessment
with management, exercising professional
judgment and maintaining professional skepticism.
We considered whether management’s going
concern assessment, based on our knowledge and
understanding obtained through our audit of the
consolidated financial statements or otherwise,
contains all relevant events or conditions that may
cast significant doubt on the Group’s ability to
continue as a going concern. Furthermore, we
assessed the impact that such events and conditions
may have on the Group’s operations and forecasted
cash flows. 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
Based on our procedures performed, we did not
identify material uncertainties about going concern
or management’s use of the going concern basis of
accounting. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s
report.
However, future events or conditions may

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Key Audit Matters How our audit addressed the matter
cause a company to cease to continue as a going
concern.
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 from
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.

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Chapter 7: 2025 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 Chapter 7, 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.
Key Audit Matters How our audit addressed the matter
Impairment of intangible assets and
goodwill
As disclosed in note 9, the Group’s intangible
assets are subject to impairment testing,
which is a key area of judgement for
management and subject to estimation
uncertainties.
For the impairment assessment, management
prepares the impairment models, using the
forecasting model, which involves significant
judgement in determining key assumptions
such as future cash flows and discount rates.
Therefore, we considered impairment testing
a key audit matter requiring special audit
consideration.
Our audit procedures included evaluation
management’s impairment models, with the
involvement of valuation specialists where
appropriate and assessing the adequacy of the
related disclosures.
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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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, 2025.
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.
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

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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.
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.

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• 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.
From the matters communicated with those charged with governance, we determine those matters that were
of most significance in the audit of the consolidated financial statements of the current period and are
therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
Curacao, April 30, 2026


Baker Tilly
C.S.S. da Silva de Jesus RA


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Consolidated Financial Statements
AGILITY CAPITAL HOLDING INC.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(Expressed in thousands of United States dollars)
For the year ended December 31, 2025
- continued -
The accompanying notes are an integral part of these consolidated financial statements.
2025 2024
Assets
Non-current assets
Property, plant and equipment (Note 10) $ 10,044 $ 6,705
Investment Property (Note 11) 3,467 3,298
Intangible assets (Note 9) 1,393 1,392
Investment in associates (Note 28) 552 -
Investment accounted for using the equity method (Note 29) - -
Deferred tax asset (Note 8) 1,535 1,197
Other non-current assets (Note 13) 908 128
Due from related parties (Note 21) 257 234
Total non-current assets 18,156 12,954
Current assets
Trade and other receivables (Note 13) 1,035 1,161
Inventories (Note 14) 409 348
Restricted cash (Note 15) 1,024 959
Cash at bank and on hand (Note 15) 2,224 4,753
Other financial assets (Note 25) 1,283 202
Total current assets 5,975 7,423
Assets classified as held for sale (Note 12) 3 3
Total assets $ 24,134 $ 20,380

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AGILITY CAPITAL HOLDING INC.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (continued)
(Expressed in thousands of United States dollars)
For the year ended December 31, 2025
The consolidated financial statements were approved by the Board of Directors on April 28, 2026.
The accompanying notes are an integral part of these consolidated financial statements.
2025 2024
Equity and liabilities
Capital and reserves
Share capital (Note 19) 112,032 111,980
Share option reserve (Note 19) 15 -
Retained earnings (104,707) (103,211)
Translation reserve (5,401) (6,070)
Equity attributable to equity holders of the parent 1,939 2,699
Non-controlling interest 1,854 1,697
Total equity 3,793 4,396
Non-current liabilities
Borrowings (Note 17) 1,000 1,069
Obligations under leases and hire purchase contracts (Note 22) 6,103 3,191
Deferred tax liabilities (Note 8) 1,377 987
Provisions (Note 18) 307 340
Other non-current payables (Note 16) 211 152
Total non-current liabilities 8,998 5,739
Current liabilities
Trade and other payables (Note 16) 3,920 3,293
Due to related parties (Note 21) 255 213
Borrowings (Note 17) 4,630 4,216
Obligations under leases and hire purchase contracts (Note 22) 698 767
Other financial liabilities 393 386
Current tax liabilities 974 839
Provisions (Note 18) 473 531
Total current liabilities 11,343 10,245
Total liabilities 20,341 15,984
Total equity and liabilities $ 24,134 $ 20,380

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AGILITY CAPITAL HOLDING INC.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(Expressed in thousands of United States dollars)
For the year ended December 31, 2025
- continued –
The accompanying notes are an integral part of these consolidated financial statements
2025 2024
Net gaming wins $ 15,050 $ 13,466
Food, beverage and other sales 3,479 3,602
Total revenue 18,529 17,068
Cost of goods sold (4,517) (4,291)
Gross profit 14,012 12,777
Other operating costs
Promotional allowances (837) (861)
Operating, general and administrative (Note 30) (10,207) (9,114)
Project development - -
Depreciation and amortization (Note 10) (1,498) (1,338)
Other gain / (loss) (Note 5) 110 540
Operating profit 1,580 2,004
Share of profit / (loss) from investment in associates (Note 28) 52 -
Share of profit / (loss) from equity accounted investments (Note 29) - (43)
Financing
Foreign exchange gain / (loss) (431) 514
Financing costs (Note 7) (965) (1,016)
Financing income (Note 7) 204 29
Other interest (Note 7) (47) (49)
Finance costs, net (1,239) (522)
Profit before tax 393 1,439
Income taxes expense
Current (Note 8) (1,067) (949)
Deferred (Note 8) 6 (18)
Income taxes expense (1,061) (967)
Profit / (loss) for the year from continuing operations $ (668) $ 472
Profit / (loss) for the year from discontinued operations (Note 12) 18 (868)
Profit / (loss) for the year $ (650) $ (396)

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AGILITY CAPITAL HOLDING INC.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (continued)
(Expressed in thousands of United States dollars)
For the year ended December 31, 2025
The accompanying notes are an integral part of these consolidated financial statements.
2025 2024
Othercomprehensiveincome (amounts, which will berecycled)
Exchange differences arising on the translation of foreign operations $ 669 $ 1,097
Othercomprehensiveincome (amounts, which will not be
recycled)
Remeasurement of employee benefits 202 86
Income tax relating to remeasurement of employee benefits (61) (26)
Othercomprehensiveincome / (loss) for theyear 810 1,157
Total comprehensive income / (loss) for the year $ 160 $ 761
Profit / (loss) for theyear attributable to:
Owners of the parent (1,575) (1,036)
Non-controlling interest 925 640
$ (650) $ (396)
Total comprehensive income attributable to:
Owners of the parent (827) 96
Non-controlling interest 987 665
$ 160 $ 761
Basic anddiluted earnings/ (loss) per share(in $) : (Note 20)
Earnings from continuing operations (2.36) (0.25)
Earnings / (loss) fromdiscontinued operations 0.03 (1.27)
Total (2.33) (1.52)

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AGILITY CAPITAL HOLDING INC.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(Expressed in thousands of United States dollars)
For the year ended December 31, 2025
The accompanying notes are an integral part of these consolidated financial statements.
Attributable to equity holders of pare nt
Share Share Currency Retained Non-
capital options translation earnings Total controlling Total equity
reserve reserve interest
Balance at January 1, 2024 $ 111,904 $ - $ (7,167) $ (102,208) $ 2,529 $ 1,732 $ 4,261
Transactions with owners:
Issue of new shares 184 - - - 184 - 184
Shares returned to treasury (108) - - - (108) - (108)
Payment of dividends - - - - - (702) (702)
$ 76 $ - $ - $ - $ 76 $ (702) $ (626)
Profit / (loss) for the year - - - (1,036) (1,036) 640 (396)
Other comprehensive income:
Exchange differences arising on translation
of foreign operations - - 1,097 - 1,097 - 1,097
Remeasurement of employee benefits - - - 33 33 27 60
Total comprehensive income for the year - - 1,097 (1,003) 94 667 761
Balance at December 31, 2024 $ 111,980 $ - $ (6,070) $ (103,211) $ 2,699 $ 1,697 $ 4,396
Attributable to equity holders of pare nt
Share Share Currency Retained Non-
capital options translation earnings Total controlling Total equity
reserve reserve interest
Balance at January 1, 2025 $ 111,980 $ - $ (6,070) $ (103,211) $ 2,699 $ 1,697 $ 4,396
Transactions with owners:
Recognition of share based payments 221 15 - - 236 - 236
Shares returned to treasury (169) - - - (169) - (169)
Payment of dividends - - - - - (830) (830)
$ 52 $ 15 $ - $ - $ 67 $ (830) $ (763)
Profit / (loss) for the year - - - (1,575) (1,575) 925 (650)
Other comprehensive income:
Exchange differences arising on translation
of foreign operations - - 669 - 669 - 669
Remeasurement of employee benefits - - - 79 79 62 141
Total comprehensive income for the year - - 669 (1,496) (827) 987 160
Balance at December 31, 2025 $ 112,032 $ 15 $ (5,401) $ (104,707) $ 1,939 $ 1,854 $ 3,793

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AGILITY CAPITAL HOLDING INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Expressed in thousands of United States dollars)
For the year ended December 31, 2025
- continued –
The accompanying notes are an integral part of these consolidated financial statements
2025 2024
Cash flow from operating activities
Profit for the year $ (668) $ 472
Adjustments for:
Depreciation and amortization 1,498 1,338
Foreign exchange 262 (522)
(Decrease) / increase in provision (91) (118)
Bad debt expense - -
Other (gains) / losses - (589)
Fair value adjustment on financial assets (80) (27)
Finance income (204) (29)
Finance cost 965 1,016
Other interests 47 49
Results from equity accounted investments (52) 43
Tax expenses 1,061 967
Net change in non-cash working capital items
(Increase) / (decrease) in trade, prepaid and other receivables (455) -
(Increase) in inventory (61) (66)
Increase / (Decrease) in trade payables and accrued liabilities 785 203
Cash from operations 3,007 2,737
Total tax paid (878) (1,278)
Net cash generated by operations 2,129 1,459
Net cash from / (used in) discontinued operations 18 12
Net cash from operating activities $ 2,147 $ 1,471

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AGILITY CAPITAL HOLDING INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Expressed in thousands of United States dollars)
For the year ended December 31, 2025
The accompanying notes are an integral part of these consolidated financial statements
2025 2024
Cash flow from investing activities
Expenditure on property, plant and equipment (984) (956)
Expenditure on finacial assets (948) (48)
Proceeds on sale of Costa Rica Joint Venture - 5,400
Proceeds on sale of Asset Held for Sale - 323
Proceeds on sale of property, plant and equipment 6 8
Investment in Associates (500) -
Interest received 83 28
Net cash from / (used in) inve sting activities $ (2,343) $ 4,755
Cash flow from financing activities
Shares buy-back (169) (108)
Proceeds from issuance of new shares - 184
Dividends paid to non-controling interest (830) (702)
Proceeds from issue of new loans 192 350
Repayment of loans and leases payable (949) (3,933)
Interest paid (578) (485)
Net cash used in financing activities $ (2,334) $ (4,694)
Net change in cash and cash equivalents during the year (2,530) 1,532
Cash and cash equivalents, beginning of the year 5,712 4,194
Effect of foreign exchange adjustment 66 (14)
Cash and cash equivalents, end of the year $ 3,248 $ 5,712

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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, 2025 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 2025 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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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 2025 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 2025
Annual Report. Below are other events that could support increased liquidity and reduced risk of
Going Concern.


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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 2025 Annual Report, we have secured master plan permits that allow the Group
to pre-sell units and have pre-sold 39 apartments for a contract value of approximately $5.9 million.
The construction budget is forecasted to be approximately $4.5 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.
Other liquidity events: The Group is evaluating opportunities for balance sheet restructuring, which
might materially enhance its liquidity position in 2026.
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, 2025, 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, 2025.
New currently effective requirements
These Standards are required to be applied by an entity with an annual reporting period
beginning on January 1, 2025:
• Lack of Exchangeability (Amendments to IAS 21)
Accounting pronouncements which have become effective from January 1, 2025 and have
therefore been adopted do not have a significant impact on the Group’s financial results or
position.

Standards issued but not yet effective
• Presentation and Disclosure in Financial Statements (IFRS 18) as of January 1, 2027.
•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



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





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, 2025, 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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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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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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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.
(c) Foreign operations
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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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, 2025 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.



(c) Investment in Associates
An associate is an entity over which the Group has significant influence, but not control
or joint control. Significant influence is the power to participate in the financial and
operating policy decisions of the investee without having control or joint control over
those policies. Although the Group holds a 10% equity interest in its associate,
management has concluded that significant influence exists based on qualitative
factors, including participation in decision-making processes, access to financial
information, and ongoing commercial interactions.





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The results and assets and liabilities of the associate are incorporated in these
consolidated financial statements using the equity method of accounting. Under the
equity method, the investment is initially recognized at cost and subsequently adjusted
for the Group’s share of the post-acquisition profit or loss and other comprehensive
income of the associate, less any dividends received.
The Group recognizes its share of the associate’s results from the date on which
significant influence is obtained. The carrying amount of the investment includes any
basis differences or goodwill arising on acquisition.
Where the associate reports negative net assets, the Group continues to recognize its
share of losses only to the extent of its interest in the associate. Losses in excess of the
Group’s investment are not recognized unless the Group has incurred legal or
constructive obligations or has made payments on behalf of the associate.
At each reporting date, the Group assesses whether there is any indication that the
investment in the associate may be impaired. If such indication exists, the Group
estimates the recoverable amount of the investment in accordance with IAS 36 and
recognizes any impairment loss in profit or loss.
Unrealized gains and losses resulting from transactions between the Group and the
associate are eliminated to the extent of the Group’s interest in the associate. 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.





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:




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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”.
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,



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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-
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




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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.



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(c) Litigation provisions
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
Recognition
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.




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Measurement
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
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.


Derecognition
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
Recognition
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.
Measurement
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








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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.



Derecognition
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
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.




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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.



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.


m. 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.



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n. 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.
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.

(c) Interest income – Revenue is recognized as the interest is accrued (taking into account
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.

o. 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.

p. Project development costs
Project development costs incurred in an effort to identify and develop new Real Estate
and Hospitality locations are expensed as incurred.


q. 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




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• 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.


r. 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.




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Operating segments
Costa Rica Nicaragua Peru (3)
2025 2024 2025 2024 2025 2024
Continuing operations
Total revenue - - 17,756 16,271 743 797
Operating profit / (loss) before: project development, depreciation, amortization and other gains and losses (Adjusted EBITDA) - - 4,812 4,298 (2) 159
Project development - - - - - -
Depreciation and amortization - - (1,344) (1,248) (154) (90)
Other gains and (losses) - - 80 25 16 (26)
Segments result - - 3,548 3,075 (140) 43
Foreign exchange gain / (loss) - - (13) 29 (261) 18
Share of profit / (loss) from equity accounted investments - (43) - - - -
Finance costs - - (470) (485) (93) -
Finance income - - 16 12 8 -
Other interest - - (47) (48) - (1)
Management fees - intercompany charges - - - (480) - -
Profit / (loss) before taxation - (43) 3,034 2,103 (486) 60
Taxation - - (927) (654) 24 (138)
Profit / (loss) for the year-continuing operations - (43) 2,107 1,449 (462) (78)
Profit / (loss) for the year-discontinued operations - - - - 18 229
Profit / (loss) for the year - (43) 2,107 1,449 (444) 151
Currency translation reserve and remeasurement of employee benefits - - 141 60 - -
Total comprehensive income for the year - (43) 2,248 1,509 (444) 151
Non-controlling interest - - (982) (665) - -
Total comprehensive income attributable to owners of the parent - (43) 1,266 844 (444) 151
Assets and liabilities
Segment intangible assets:
Intangible assets with indefinite useful lives - - 1,387 1,387 - -
Intangible assets with finite useful lives - - - - 6 5
Segment assets:
Property, plant and equipment - - 7,823 6,681 2,221 24
Other segment assets (including cash) - - 4,784 3,859 20,380 20,180
Total segment assets - - 13,994 11,927 22,607 20,209
Assets classified as held for sale - - - - 3 3
Total assets - - 13,994 11,927 22,610 20,212
Total segment liabilities - - 9,020 7,319 3,210 887
Liabilities associated with assets held for sale - - - - - -
Total liabilities - - 9,020 7,319 3,210 887
Net assets - - 4,974 4,608 19,400 19,325
Non-controlling interest - - 1,854 1,697 - -
Other segment items
Capital expenditure - - 2,491 2,625 2,133 6
Depreciation and amortization - - 1,345 1,248 153 90
- continued -


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Total Operation Corporate and non-allocated (1) Costa Rica IFRS 11 Adjustments (2) Total
2025 2024 2025 2024 2025 2024 2025 2024
Continuing operations
Total revenue 18,499 17,068 30 - - - 18,529 17,068
Operating profit / (loss) before: project development, depreciation, amortization and other gains and losses (Adjusted EBITDA) 4,810 4,457 (1,842) (1,655) - - 2,968 2,802
Project development - - - - - - -
Depreciation and amortization (1,498) (1,338) - - - - (1,498) (1,338)
Other gains and (loss es) 96 (1) 14 541 - - 110 540
Segments result 3,408 3,118 (1,828) (1,114) - - 1,580 2,004
Foreign exchange gain / (loss) (274) 47 (157) 467 - - (431) 514
Share of profit / (loss) from equity accounted investments - (43) 52 - - - 52 (43)
Finance costs (563) (485) (402) (531) - - (965) (1,016)
Finance income 24 12 180 17 - - 204 29
Other interest (47) (49) - - - - (47) (49)
Management fees - intercompany charges - (480) - 480 - - - -
Profit / (loss ) before taxation 2,548 2,120 (2,155) (681) - - 393 1,439
Taxation (903) (792) (158) (175) - - (1,061) (967)
Profit / (loss ) for the year-continuing operations 1,645 1,328 (2,313) (856) - - (668) 472
Profit / (loss ) for the year-discontinued operations 18 229 - (1,097) - - 18 (868)
Profit / (loss ) for the year 1,663 1,557 (2,313) (1,953) - - (650) (396)
Currency translation reserve and remeasurement of employee benefits 141 60 669 1,097 - - 810 1,157
Total comprehensive income for the year 1,804 1,617 (1,644) (856) - - 160 761
Non-controlling interest (982) (665) (4) - - - (986) (665)
Total comprehensive income attributable to owners of the parent 822 952 (1,640) (856) - - (826) 96
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 6 5 - - - - 6 5
Financial assets - investments - - 552 - - - 552 -
Segment assets:
Property, plant and equipment 10,044 6,705 - - - - 10,044 6,705
Other segment assets (including cash) 25,164 24,039 (13,022) (11,759) - - 12,142 12,280
Total segment assets 36,601 32,136 (12,470) (11,759) - - 24,131 20,377
Assets classified as held for sale 3 3 - - - - 3 3
Total assets 36,604 32,139 (12,470) (11,759) - - 24,134 20,380
Total segment liabilities 12,230 8,206 8,111 7,778 - - 20,341 15,984
Liabilities associated with assets held for sale - - - - - - - -
Total liabilities 12,230 8,206 8,111 7,778 - - 20,341 15,984
Net assets / (liabilities) 24,374 23,933 (20,581) (19,537) - - 3,793 4,396
Non-controlling interest 1,854 1,697 - - - - 1,854 1,697
Other segment items
Capital expenditure 4,624 2,631 - - - - 4,624 2,631
Depreciation and amortization 1,498 1,338 - - - - 1,498 1,338
(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”.


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5. OTHER GAINS AND (LOSSES)
2025 2024
Gain on sale, write off of assets and liabilities (a) $ 110 $ 419
Gain on debt extinguishment (b) - 190
Other (c) - (50)
Restructuring costs (d) - (19)
Total $ 110 $ 540
a. Gain on sale, write off of assets and liabilities
During the year ended December 31, 2025, the Group recognized gains on the disposal of
property, plant, and equipment of $32,000, fair value gain on financial asset through profit and
loss of $80,000, and loss from write-off of aged assets of $2,000.



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:
2025 2024
Salaries and bonuses 929 1,038
Share based compensation 20 -
Short-term benefits 108 26
Total 1,057$ 1,064$
The following table provides additional detail of remuneration to key management personnel
during the year:


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Name Officer/Director Salary Bonus Severance Aggregate other compensation Total compensation
Salomon Guggenheim (1) Director-Officer $ 295 $ 92 $ - $ 50 $ 437
Peter Lesar (2) Officer 240 122 - 71 433
Yazmina Escobar (3) Officer 126 6 - 7 139
Stephan Fitch Director 24 - - - 24
Reto Stadelmann Director 24 - - - 24
Total $ 709 $ 220 $ - $ 128 $ 1,057
(1)
Aggregate other compensation includes discretionary expenses of $48,000 and share based compensation of $2,000.
(2)
Aggregate other compensation includes discretionary expenses of $53,000 and share based compenstion of 18,000.
(3)
Aggregate other compensation includes health insurance of $7,000.
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 that 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.
On October 20, 2025, the Board of Directors approved the issuance of stock options to certain
employees and officers in the amount of 74,617 shares at an average exercise price of $2.90, the options
vested and were exercised immediately.
Bonus
As of October 2025, the Board of Directors approved the forgiveness and cancellation of loan
balances owed by the officers (Salomon Guggenheim, Peter LeSar, Yazmina Escobar) arising from
the 2024 share purchase program, recognizing such amounts as a performance bonus duly earned
for exceptional service and contribution to the success of the Company. For the year ended
December 31, 2025, the Company recognized bonus expense of $220,000 relating to key
management personnel.


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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:
2025 2024
Finance cost
Bank loans $ 33 $ 19
Other loans 316 392
Related party loans 48 101
Finance charges payable under finance leases and hire purchase contracts 525 450
Amortization of borrowing costs - 8
Other finance charges 43 46
Total finance costs (on a historical cost basis) 965 1,016
Finance income
Bank interest receivable 83 28
Related party interest receivable 6 1
Third party interest receivable 115 -
Total finance income (on a historical cost basis) $ 204 $ 29
Other interest
Other interest 47 49
Total other interest $ 47 $ 49







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8. INCOME TAXES AND DEFERRED TAX LIABILITY
a) Tax charged in profit or loss
2025 2024
Current Income Tax
Foreign tax $ 1,067 $ 949
Total current income tax 1,067 949
Deferred Tax
Origination and reversal of temporary differences (6) 18
Total deferred tax (6) 18
Tax charged in the statement of comprehensive income $ 1,061 $ 967
Taxes allocated to:
Loss for the year 1,061 967
Totals $ 1,061 $ 967



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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:
2025 2024
Accounting profit / (loss) before income tax $ 393 $ 1,439
Effect of different tax rates on overseas earnings 1,061 967
Total tax expense reported in the statement of income $ 1,061 $ 967
Deferred income tax assets
Temporary differences on net assets 1,535 1,197
Total deferred tax $ 1,535 $ 1,197
Deferred income tax liabilities
Other assets - net book value in excess of unamortized tax 4 4
Other 1,373 983
Total deferred tax liabilities $ 1,377 $ 987
At December 31, 2025, the Group has unrecognized United States income tax net operating
losses of $16,329,000 (2024 - $17,377,000). 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 $1,535,000 (2024 – 1,197,000),
related to leases in the Group’s Nicaragua Subsidiary and to provisions and book reserves in
certain Peru subsidiaries.
Statement of Financial Position2025 Statement of Financial Position2024
Deferred Tax Assets Deferred Tax Liabilities Deferred Tax Total Deferred Tax Assets Deferred Tax Liabilities Deferred Tax Total
Balance at beginning of year $ 1,197 (987)$ 210$ 940$ (685)$ 255$
Movement in profit or loss 334 (390) (56) 257 (302) (45)
Foreign exchange and other 4 - 4 - - -
Balance at end of year $ 1,535 (1,377)$ 158$ 1,197$ (987)$ 210$



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9. INTANGIBLE ASSETS
2025 2024
Goodwill Others (Software and license) Total Goodwill Others (Software and license) Total
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 - 3,039 3,039
Change for the year - (1) (1) - - -
Balance at end of year - 3,038 3,038 - 3,039 3,039
Carrying amount
At beginning of year 1,387 5 1,392 1,387 5 1,392
At end of year $ 1,387 6$ 1,393$ 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.
2025
Goodwill Other assets considered for impairment Total assets considered for impairment
Nicaragua 1,387 7,395 8,782
Total 1,387$ 7,395$ 8,782$
(1) Calculated as net asset of the CGU plus borrowings less cash and cash equivalents.





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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 2025; 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 2025; 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 2025;
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, 2025 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, 2025 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, 2025.
7. Maintenance Capex: Maintenance capex was forecasted for future years based on the
percentage of revenue allocated to maintenance capex in 2025 for each CGU.
The impairment testing performed by the Group considers cashflows projected for a 5-year period
(2026-2030), using the last full year of operations (2025) 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 2025 Annual Report: Note 3.2(c).





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The key assumptions used in the estimation of value in use are as follows:
In Percent 2025 2024
Discount rate 13.30% 14.54%
Terminal value growth rate 1.00% 1.00%
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 13.30% (2024: 14.54%).
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. Management has determined that no reasonably
possible change in key assumptions would result in an impairment loss.





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10. PROPERTY, PLANT AND EQUIPMENT
Building and Land (1) Leasehold improvements Gaming machines Furniture and equipment Construction in progress and advances Total
Cost
As of January 1, 2025 7,994$ 1,736$ 5,704$ 4,480$ 14$ 19,928$
Foreign exchange adjustments 107 - - 36 20 163
Additions 245 - 4 279 522 1,050
Right-of-use asset additions 3,574 - - - - 3,574
Right-of-use asset disposals (684) - - - - (684)
Disposals - - - (352) - (352)
Transfers 64 47 - 45 (156) -
As of December 31, 2025 11,300 1,783 5,708 4,488 400 23,679
Depreciation
As of January 1, 2025 3,157$ 1,585$ 4,737$ 3,744$ -$ 13,223$
Foreign exchange adjustments 4 - - 33 - 37
Charge for the year 63 45 296 280 - 684
Right-of-use asset charge for the year 723 - - - - 723
Right-of-use asset disposals (684) - - - - (684)
Disposals - - - (348) - (348)
As of December 31, 2025 3,263 1,630 5,033 3,709 - 13,635
Net book value as of January 1, 2025 4,837 151 967 736 14 6,705
Net book value as of December 31, 2025 $ 8,037 153$ 675$ 779$ 400$ 10,044$
Building and Land (1) Leasehold improvements Gaming machines Furniture and equipment Construction in progress and advances Total
Cost
As of January 1, 2024 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 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$
(1) Includes right-of-use assets, whose net value as of December 31, 2025 is $6,020,000 (2024 - $3,065,000).
During 2025, the Group recognised additions to right-of-use assets related to leased properties of
$3.6 million and disposed of a right-of-use asset of $ 684 thousand that had been fully depreciated,
following the conclusion of the related lease contract.



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Assets pledged as security
Assets with the following amounts have been pledged to secure borrowings of the Group:
December 31, 2025 December 31, 2024
Cost Amortized cost Cost Amortized cost
Property 221$ 160$ 221$ 164$
Total 221$ 160$ 221$ 164$
The carrying value of assets held under finance leases and hire purchase contracts at December
31, 2025 was $6,020,000 (2024 - $3,065,000).



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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, 2025 Additions exchange Dec 31, 2025
adjustments
Cost
Property $ 4,545 $ - $ 414 $ 4,959
4,545 - 414 4,959
Depreciation
Property $ 1,247 $ 91 $ 154 $ 1,492
1,247 1,492
Net book value $ 3,298 $ 3,467




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

The fair value of the Nicaraguan and Peruvian properties is up to $4,349,000 and $11,200,000,
respectively according to the last valuations performed by independent appraisers.



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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 2025 Annual Report,
there is 1 remaining parking space that is for sale. 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”).
2025 2024
Food, beverage, hospitality and other sales $ - $ -
Total revenue - -
Cost of goods sold - -
Gross profit - -
Other operating costs
Operating, general and administrative - (9)
Depreciation and amortization - -
Other gains / (losses) 18 21
Operating (loss) / profit 18 12
Loss before tax 18 12
Profit for the year 18 12
Gain on disposal - 217
Profit / (loss) for the year from discontinued
operations $ 18 $ 229




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The carrying amount of Peru hotel assets that are held for sale may be summarized as follows:
Peru Hotel
2025
2024
Property, plant and equipment $ 3 $ 3
Assets classified as held for sale $ 3 $ 3

2025 2024
Net cash from operating activities
18 11
Net cash (used) for investing activities - -
Net cash (used) for financing activities - -
Effect of foreign exchange adjustment - -
Cash flows from discontinued operations $ 18 $ 11
Gain on disposal
During the period ended December 31, 2024, 1 apartment and 8 parking spaces held for sale were
sold. 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$




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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.




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13. TRADE AND OTHER RECEIVABLES
Trade and other receivables consist of the following:
$
$
2025 2024
Other non-current assets
Deposits for rental, land and equipment 101 66
Other receivables 807 62
Total other non-current assets 908 128
Trade and other receivables
Trade receivables, gross 1,024 1,051
Allowance for credit losses (887) (887)
Notes receivable 60 175
Prepaid expense 264 219
Value added tax and employee receivables 206 187
Other receivables 296 296
Prepaid income tax 72 120
Total trade and other receivables 1,035 $ 1,161
$
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, 2025 (2024 - $Nil).

The age of the trade receivables past due but not impaired is as follows:
2025 2024
Not more than 3 months 63 102
More than 3 months but not more than 6 months 20 27
More than 6 months but not more than 1 year 10 9
More than 1 year 44 26
Total $ 137 $ 164


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14. INVENTORIES
2025 2024
Food and beverage supplies 150 117
Casino goods and promotional items 124 107
Uniform and operational supplies 89 84
Gaming machine parts 46 40
Total $ 409 $ 348

Cost of goods sold within Cost of sales was $1,411,000 for the year ended December 31, 2025 and
$1,348,000 for the year ended December 31, 2024.
No inventory write-downs or reversals were
recognized during the years ended December 31, 2025 and 2024.




15. CASH AND CASH EQUIVALENTS
For the purpose of the consolidated cash flow statement, cash and cash equivalents comprise the
following at December 31, 2025 and December 31, 2024:
2025 2024
Cash at banks and on hand 2,224 2,353
Restricted cash 810 748
Short-term deposits 214 2,611
Total 3,248 $ 5,712
$

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 $2,224,000 (2024 - $2,353,000).
Restricted cash includes the casino’s bankroll, hopper loads of $810,000 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 $214,000. 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 $810,000 at December 31, 2025 (2024 - $748,000).




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16. TRADE AND OTHER PAYABLES
2025 2024
Other non-current liabilities
Deferred Income 16 14
Other liabilities 195 138
Total other non-current liabilities $ 211 152$
Trade and other payables
Trade and other payables 2,615 1,983
Other accrued liabilities 1,190 1,151
Tax liabilities 115 159
Total trade and other payables (current) $ 3,920 3,293$
Current - trade payables are non-interest bearing and are normally settled on 30-to-90-day terms.



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17. BORROWINGS
Borrowings consist of loans payable detailed as follows:
Schedule of principal repayments
2026 2027 2028 2029 2030 Thereafter Unamortized premiums, discounts & issuance costs Total
Interes t Rate(1):
>10% 140$ 72$ 51$ 56$ 62$ 45$ -$ 426$
6% to 9% (2) 3,958 57 61 64 68 463 - 4,671
<5% 533 - - - - - - 533
Total principal repayments 4,631$ 129$ 112$ 120$ 130$ 508$ -$ 5,630$
1. Floating rate loans are calculated as of the effective rate on December 31, 2025.
2026 2027 2028 2029 2030 Thereafter Unamortized premiums, discounts & issuance costs Total
Country:
Corporate (2) $ 4,491 57$ 61$ 64$ 68$ 463$ -$ 5,204$
Nicaragua 140 72 51 56 62 45 - 426
Total principal repayments 4,631$ 129$ 112$ 120$ 130$ 508$ -$ 5,630$
2. The Group's parent entity (Corporate) assumed outstanding debt balances of our Guatemala and Poland entities. The balances outstanding at December 31, 2025 for
Guatemala and Poland were $129,675 and $158,120 respectively.
Borrowing summary
2025 2024
Total borrowing 5,630 5,285
Less current portion of borrowings (4,630) (4,216)
Borrowing non-current $ 1,000 $ 1,069
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, 2024 Capitalization Dec 31, 2025
Loans with financial entities $ 338 $ - $ - $ (38) $ 300
Loans with non-financial entities 4,947 192 317 (126) 5,330
Total $ 5,285 $ 192 $ 317 $ (164) $ 5,630


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Notes
Additions
a. During the year ended December 31, 2025, the Group’s Nicaraguan subsidiary, Buena
Esperanza Limitada, S.A. secured a senior secured loan of $192,000. The loan is unsecured,
bears interest at 10%, and matures in 2 years. Principal and interest payments are due monthly
in 24 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, 2025 accrued interest of $317,000 was capitalized and added to outstanding
principal balances.
Repayments
a. During the year ended December 31, 2025, the Group repaid or extinguished a total of $38,000
and $126,000 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
2025 2025 2024 2024
Employee benefits $ 349 307$ 332$ 340$
Other 124 - 199 -
$ 473 307$ 531$ 340$
Employee benefits Litigation Other Total
Balance at January 1, 2024 $ 733 -$ 256$ 989$
Provisions recognized 494 - 74 568
Provisions utilized (541) - (132) (673)
Provisions released (11) - - (11)
Differences arising from foreign exchange (2) - - (2)
Balance at December 31, 2024 673 - 198 871
Provisions recognized 309 - (19) 290
Provisions utilized (314) - (55) (369)
Provisions released (17) - - (17)
Differences arising from foreign exchange 5 - - 5
Balance at December 31, 2025 $ 656 -$ 124$ 780$
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 $656,000 (2024- $673,000) includes $436,000 of retirement benefit obligations.



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For determination of the retirement benefit obligations in 2025 and 2024, the following actuarial
assumptions were used:
2025 2024
Discount rates 9.66% and 10.45% 10% and 10.87%
Expected rate of salary increases 0% 0%
Staff turnover 3 and 15 years 4 and 9 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, 2025, the Group has recorded provisions amounting to $70,000 (2024 -
$207,000), 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 Share capital
shares ($USD in 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, 2023 33,914,077 111,904
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
Exercise of options 74,617 221
Treasury shares purchased (60,516) (169)
Balance as at December 31, 2025 716,771 112,032
$
$
$

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




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obtain and retain the services of the types of employees, consultants and directors who will
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.
On October 20, 2025, the Board of Directors approved the issuance of stock options to certain
employees and officers in the amount of 74,617 shares at an average exercise price of $2.90, the
options vested immediately.
The following table provides additional detail of share options granted and exercised during 2024
and 2025:
Number of shares Weighted average exercise price
Balance as at December 31, 2023 - -$
Granted 29,452 2.73
Exercised - -
Balance as at December 31, 2024 29,452 -$
Granted 74,617 2.90
Exercised (74,617) 2.90
Balance as at December 31, 2025 29,452 2.73$
Number of options currently exercisable 29,452 2.73$




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The following table summarizes information about the share options outstanding at December 31,
2025:
Exercise price Number outstanding options Weighted average remaining life Weighted average exercise price
$2.73 29,452 9.34 years $2.73
29,452 9.34 years $2.73
Share-based compensation
The Group recognizes compensation expense for shares granted in the consolidated statement of
comprehensive income using the fair-value based method of accounting for all shares issued on or
after 7 November 2002.
On October 28, 2024, 29,0452 share grants were awarded to employees at $2.73 per share, the
grants vest over a 2-year period, the fair-value of grants vesting during 2025 was $15,000 (2024-
$Nil).
On October 20, 2025 share grants were awarded to employees at $2.90 per share, the grants vested
immediately, the fair-value of grants vesting during 2025 was $5,000 (2024- $Nil).
The fair value of share options vesting as of December 31, 2025 was $21,000 (2024 - $Nil). During
2025, 74,617 options were granted, those options vested immediately and were exercised in 2025.




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The following weighted average assumptions were used for the Black-Scholes method of valuation
of share options granted during the year:
2024October Grant 2025October Grant
Risk-free interest rate 4.33% 4.00%
Expected life of options 5 & 6 years .5 years
Annualized volatility 25.87% 25.87%
Dividend rate 0% 0%
The expected life is the life of the option. The risk free rate is the yield on zero-coupon government
bonds consistent with the option life. Due to the lack of an active market and low trading liquidity
for the Company’s shares, historical volatility was determined based on the weighted average
historical volatility of a peer group of publicly traded companies within the hospitality and gaming
sectors.

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
share:
2025 2024
Shares used in computation of basic loss per share (000's) 676 685
Shares used in computation of diluted loss per share (000's) 676 685
Earnings / (loss) for the period attributable to the parent (1,575)$ (1,036)$
Basic earnings / (loss) per share (2.33) (1.51)
Diluted earnings / (loss) per share (2.33) (1.51)
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
2025 2024
Current Non-Current Current Non-Current
Due from related parties
Nicaraguan Partners -$ 41$ -$ 41$
Transactions with officers - 216 - 193
$ - 257$ -$ 234$
Due to related parties
Nicaraguan Partners 208$ $ - $ 207 $ -
Transaction with officers 47 - 6 -
$ 255 -$ 213$ -$


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Due from related parties
Related party receivables
The Group charges management, marketing, administration and royalty fees to its subsidiaries. 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 $41,000 (2024 – $41,000) 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 $216,000 (2024-
$193,000). The amounts due from officers is as follows: Peter LeSar $100,000, Salomon
Guggenheim $100,000 and Yazmina Escobar $9,000. The afore-mentioned amounts relate to share
options exercised by officers in 2025. 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.
During 2025 the Board of Directors approved the forgiveness and cancellation of loan balances
owed by the officers (Salomon Guggenheim, Peter LeSar, Yazmina Escobar) arising from the 2024
share purchase program, recognizing such amounts as a performance bonus duly earned for
exceptional service and contribution to the success of the Company. The amounts forgiven total
$220,000. On October 20, 2025, the Board of Directors approved the issuance of stock options to
certain employees and officers in the amount of 74,617 shares at an average exercise price of $2.90,
the options vested immediately.
Due to related parties
Related party payables
Included in due to related parties are amounts due to the Group’s Nicaraguan partners $208,000
(2024 – $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 $47,000
(2024 – $6).


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Transaction with Officers and Directors included within borrowings
Salomon Guggenheim, who previous to mid-2013 only held the roles of Director and advisor to the
Group, is a director and ultimate 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 2025 and 2024.
2025 2024
Amount due Interest paid Amount due Interest paid
Country
Officer related party Corporate 768 41 827 -
Total $ 768 $ 41 $ 827 $ -


22. OBLIGATIONS UNDER OPERATING LEASES, FINANCE LEASES
AND HIRE PURCHASE CONTRACTS
Obligations under finance leases and hire purchase contracts
The Group’s subsidiary in Nicaragua holds leases for four casino properties and their related
parking areas, as well as two residential properties. The Group’s subsidiary in Peru leases an office
building. The associated lease liabilities are secured by the underlying leased assets. As at
December 31, 2025, future minimum lease payments under leases and hire purchase contracts of
the Group are as follows:
Future commitments due Future commitments due
December 31, 2025 December31, 2024
Minimum Present value Minimum Present value
Lease Payments Lease Payments
Not longer than one year $1,374 $ 698 $1,152 $ 767
After one year but not more than five years 5,377 3,798 2,717 1,907
After five years 2,878 2,305 1,505 1,284
Sub total 9,629 6,801 5,374 3,958
Present value of minimum lease payments $9,629 $ 6,801 $5,374 $3,958
Obligations under leases and hire purchase
contracts current $ (698) $ (767)
Obligations under leases and hire purchase
contracts non-current $6,103 $3,191


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Assets held under finance leases and hire purchase contracts as of December 31, 2025 and
December 31, 2024:
2025 2024
Cost Amortized cost Cost Amortized cost
Right-of-use assets 8,853 6,020 5,856 3,065
Total $ 8,853 $ 6,020 $ 5,856 $ 3,065



23. COMMITMENTS AND CONTINGENCIES
As at December 31, 2025, 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 $ 4,631
2026 129
2027 112
2028 120
2029 130
Thereafter 508
$ 5,630
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$584,493 (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




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for a part of the building. THLA argues that the property transfer tax was not paid for part of
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$312,461. 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. The following
sections describe the current status/outcome of these tax controversies:
(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




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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 was 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 judgement (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.
c. 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 since they were considered time-barred. 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 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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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
2025 2024
Nominal amounts Country
Financial assets
Nicaragua $ 1,148 $ 988
Peru 1,557 1,533
Financial liabilities
Nicaragua (1,419) (1,354)
Peru 4 -
Short term exposure $ 1,290 $ 1,167
Financial liabilities
Nicaragua (286) (301)
Peru (1,810) -
Long term exposure $ (2,096) $ (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, 2025 and 2024. 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:
2025 2024
Percentage Net effect on Net effect on Percentage Net effect on Net effect on
change income equity change income equity
Country
Costa Rica 0.00% $- $- 5.06% $(3) $160
Nicaragua 0.00% (0) 0 0.00% (0) 0
Peru 4.56% (21) 915 5.45% 8 1,011
Total $ (22) $ 915 $5 $ 1,170





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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:
2025 2024
Percentage Net effect on Net effect on Percentage Net effect on Net effect on
change income equity change income equity
Country
Costa Rica 0.00% $- $- 5.06% $2 $(144)
Nicaragua 0.00% (0) 0 0.00% (0) 0
Peru 4.56% 20 (835) 5.45% (8) (905)
Total $ 19 $ (835) $ (6) $(1,050)

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, 2025, the Group is exposed to
changes in borrowings market interest rates through some of its bank borrowings of approximately
$301,178 as of December 31, 2025 (2024 - $338,650), 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 +/- 0.83% as of December 31,
2025 (2024 - +/- 4.04%) with effect from the beginning of the year, would be an increase of $2,489
(2024 - $13,681) or a decrease of $2,489 (2024 - $13,681). 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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25. FINANCIAL INSTRUMENT BY CATEGORY
Group
December 31, 2025
Assets as per statement of financial position
Trade and other receivable $ 1,865
Other financial assets 1,283
Cash and cash equivalents 3,248
Total $ 6,396
Liabilities as per statement of financial position
Borrowings $ 12,431
Trade and other payables 4,175
Other financial liabilities 393
Total $ 16,999
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
Liabilities as per statement of financial position
Borrowings $ 9,243
Trade and other payables 3,506
Other financial liabilities 386
Total $ 13,135

All financial instruments presented in the table above are measured at fair value through profit or
loss. A detailed breakdown of the financial assets is provided below.
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.




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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 the following:
Mutual fund investment – Peru subsidiary, Agility Capital Peru, S.A. “ACP”
The Group, through ACP, holds an investment in a mutual fund managed by Interfondos SAF with
a carrying amount of $906,000 as of December 31, 2025. The investment is classified as FVTPL,
as it is managed and its performance is evaluated on a fair value basis in accordance with IFRS 9.
The fund generates returns based on short-term market interest rates and is redeemable on demand.
As of December 31, 2025, the annual yield was approximately 0.3457%. During the year ended
December 31, 2025, the Group recognized interest income of $10,000 related to this investment,
which is presented within “Finance revenue” in the consolidated statement of comprehensive
income.
Diversified investment fund – Nicaragua subsidiary, Buena Esperanza Limitada, S.A. “BELSA”
The Group, through BELSA, holds an investment 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 $232,000 as of December 31, 2025 (2024 - $202,000),
which is presented within “Other gains and losses” in the consolidated statement of comprehensive
income.
Brokerage account – USA subsidiary, Agility Capital, Inc. “ACI”
The Group, through ACI maintains a brokerage account with Interactive Brokers, a regulated
financial institution. The account comprises investments in exchange-traded funds and cash
balances with a carrying amount of $145,000 as of December 31, 2025.
The brokerage account includes an investment in iShares Bitcoin Trust ETF (IBIT), which is listed
on an active market. The investment in securities is classified as a financial asset at fair value
through profit or loss (“FVTPL”) in accordance with IFRS 9, as it is managed and evaluated on a
fair value basis.
Changes in fair value are recognized in profit or loss within “Other gains and losses” in the
consolidated statement of comprehensive income.
The brokerage account also includes cash balances held with Interactive Brokers, which are
maintained to facilitate future purchases of securities and earn interest at variable market rates.
During the year ended December 31, 2025, the Group recognized interest income of $1,000 related





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to cash deposits, which is presented within “Finance revenue” in the consolidated statement of
comprehensive income.





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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As at December 31, 2025, the table set below shows the Group’s financial liabilities maturities per
year:
2026 2027 2028 2029 2030 Thereafter Total
Long-term bank loans 70$ 70$ 70$ 70$ 70$ 47$ 397$
Finance lease obligations 1,415 3,020 806 725 744 2,919 9,629
Loans with non-financial entities 4,643 127 100 100 100 561 5,631
Trade and other payables 3,920 - - - - - 3,920
Due to related parties 255 - - - - - 255
Total 10,303$ 3,217$ 976$ 895$ 914$ 3,527$ 19,832$
This compares to the maturity of the Group’s financial liabilities in the previous reporting period
as stated below:
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$




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26. 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.
2025 2024
The leverage ratios at December 31, 2025 and 2024 were as follows:
Total borrowings and finance lease obligations (Note 17 and 22) $ 12,431 9,243$
Less: Cash and cash equivalents and Restricted cash (3,248) (5,712)
Less: Accrued interest (393) (386)
Net Debt $ 8,790 3,145$
Operating profit from continuing operations before other gain and loss items 1,470 1,464
Add: Depreciation and amortization 1,498 1,338
EBITDA $ 2,968 2,802$
Leverage ratio 2.96 1.12




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27. 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, 2025:
Name of subsidiary Jurisdiction of formation Effective ownership interest
Thunderbird Entertainment, S.A, Panama 100%
Thunderbird Greeley, Inc. California 100%
Agility Capital, Inc. California 100%
Agility Capital Peru SA 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 2025 2024
Buena Esperanza Limitada, S.A. ("BELSA") Nicaragua Gaming 44.10% 44.10%
Dividends of $830,000 were paid to the NCI of BELSA during the year 2025 and $702,000 in 2024.


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Summarized financial information for BELSA, before intragroup eliminations, is set out below:
(in thousands) BELSA
2025 2024
Non-current assets $ 10,470 9,013$
Current assets 3,414 2,844
Total assets 13,884 11,857
Non-current liabilities (6,244) (4,815)
Current liabilities (4,053) (3,821)
Total liabilities (10,297) (8,636)
Equity attributable to the owners of the parent 1,733 1,524
Non-controlling interest 1,854 1,697
(in thousands) BELSA
2025 2024
Revenue $ 17,756 16,271$
Profit / (Loss) for the year attributable to the owners of the parent 1,178 809
Profit / (Loss) for the year attributable to NCI 929 640
Profit / (Loss) for the year 2,107 1,449
Other comprehensive income for the year attributable to the owners of the parent 79 27
Other comprehensive income for the year for the year attributable to NCI 62 33
Other comprehensive income for the year 141 60
BELSA
2025 2024
Net cash from operating activities $ 4,034 $ 3,186
Net cash used in investing activities (472) (974)
Net cash (used in) from financing activities (3,187) (2,377)
Effect of foreign exchange adjustment - 1


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28. INVESTMENT IN ASSOCIATES
The Group holds a 10% equity interest in Happy Endings Hospitality LLC (“HEH”), which is
accounted for as an investment in an associate in accordance with IAS 28.
Although the ownership interest is below 20%, management has concluded that the Company has
significant influence over the Associate based on its participation in policy-making decisions,
access to financial information, and ongoing commercial interactions with the Associate.
HEH operates in the restaurant industry and conducts its operations in Washington, D.C., USA.
Movement in carrying amount
(in thousands)
2025 2024
Initial investment (May and October 2025) $ 500 $-
Share of post acquisition Profit / (Loss) for the period 52 -
Closing carrying amount 552 -
The Company recognized its share of profit from HEH of $52,000 for the year ended December
31, 2025. This represents the Group’s share of HEH’s results from the acquisition date.
Summarized financial information for HEH is set out below:
(in thousands)
2025 2024
Non-current assets $ 1,982 $ -
Current assets 579 -
Total assets 2,561 -
Non-current liabilities 1,551 -
Current liabilities 1,973 -
Total liabilities 3,524 -
Net assets / (liabilities) $ (963) -$



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(in thousands)
2025 2024
Revenue $ 22,492 $ -
Post acquisition profit / (Loss) for the period 519 -
Proportion of ownership interest held by Group 10% -
Group's share of profit for the period $ 52 -
The Company recognized its share of profit from the Associate of $52,000 for the year ended
December 31, 2025. This represents the Company’s share of the Associate’s results from the
acquisition date.



29. 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 incorporation and principal place of business Principal activity Proportion of ownership held by the Group
2025 2024
King Lion Network, S.A. Costa Rica Land Company 0% 0%
The investments in the Costa Rica joint venture was 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:



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2025 2024
Current assets $ - $ -
Total assets - -
Current liabilities - -
Total liabilities - -
Total net assets - -
Proportion of ownership interest held by Group 0% 0%
Carrying amount of investment in joint venture - -
Financial statements for the Group’s Costa Rica joint venture prior to disposal is as follows:
2025 2024
Profit / (loss) for the period - (88)
Proportion of ownership interest held by Group 0% 50%
Group's share of loss for the period $ - $ (44)




30. OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES
As at December 31, 2025, operating, general and administrative expenses consist of the following:




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31. SUBSEQUENT EVENTS
These are the material events to disclose from December 31, 2025 through the release of this 2025
Annual Report.
• Income-generating Advisory Strategies: Accelerator Service: The Group hereby announces that
its subsidiary DineRock Capital launched a scalable, accelerator service for non-investee
independent restaurants in late March 2026. Annual contracts executed in the first 4 weeks of
approximately $300 thousand. Leads are increasing and sales processes are being honed. By year-
end 2026, the Group believes that this business could achieve annualized sales between $3 million
and $7 million based on its current pipeline and estimate that its matured contribution to Group
earnings in 2027 could range from 30% to 50% of sales. The group has initiated a pull marketing
social media strategy, which can be seen on YouTube, Instagram and Tik Tok under the brand
Kitchen to Chain among other related brands. Financial Advisory: The Group has already
announced that, via its wholly owned US subsidiary Agility Capital, Inc., it is now commencing
operation as a boutique investment bank specialized in providing advisory and capital‑raising
services to our Targets. Specifically, the company is now able to transact in corporate finance,
capital markets advisory, and M&A advisory within the U.S., and will integrate those services with
its platforms and finance team in Europe and Latin America. The Company will leverage its



2025 2024
Wages and benefits 4,248 4,065
Office and administration 2,339 2,096
Professional services 1,283 974
Directors fees 48 48
Travel and accommodations 68 115
Advertising, promotion and marketing 755 473
Rent expenses 28 27
Insurance 152 132
Repair and maintenance 438 431
Bank charges 465 411
Taxes and licences 358 342
Contributions 4 -
Share based compensation 21 -
Total 10,207$ 9,114$




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proprietary pipeline of restaurant accelerator company clients as its primary client attraction
system. In the United States, Agility is pleased to partner with the registered broker-dealer Finalis
Securities, LLC. Agility Capital is not a registered broker-dealer, and Finalis Securities LLC and
Agility Capital are separate, unaffiliated entities. The Company anticipates initial, modest financial
advisory revenue streams in the next two years as mandates commence.


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Chapter 8:
Risk Factors

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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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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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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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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, 2025, 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, 2025, 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 2026, 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
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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 2025 Annual Report for the period ended December 31, 2025. Agility
Capital Holding Inc. is a designated foreign issuer with respect to Canadian securities regulations and this
2025 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 2025 Annual Report and, if given or made, such information or representations must not
be relied upon as having been authorized by us. This 2025 Annual Report does not constitute an offer to
sell or a solicitation of an offer to buy any securities. The delivery of this 2025 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 2025 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 2025 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 2025 Annual Report reflects our position at the date of this Annual Report
and under no circumstances should the issue and distribution of this 2025 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 Curaçao
Snipweg 30
Willemstad
Curaçao
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
rd
Floor
Vancouver, BC V6C 3B9, Canada
CAPITALIZATION
Common shares issued: 820,783
(as of
April
30
, 202
6
)
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
www.agility.capital