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Metlen's Complex Joint Venture Raises IFRS Compliance Questions

Financial Times Companies •
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Metlen Energy & Metals recently won an Athens Chamber of Commerce award for Sustainable Corporate Governance, yet the FTSE 100 company faces scrutiny over its intricate corporate structure. CEO Christos Gavalas emphasized governance's link to operational resilience, but proxy advisers have criticized founder Evangelos Mytilineos's dual roles and compensation packages.

The focus turns to Karmet Energeaki, a joint venture between Metlen and the Karatzis family to build Greece's largest standalone energy storage unit. With total investment of €170 million and completion targeted for mid-2026, the project goes live June 20. Ownership splits 49/51 percent, but the structure raises questions - Karatzis holds preference shares that prioritize capital returns, while Metlen bears operational risks and receives all distributable profits.

Metlen booked €164.3 million in associate revenue from Karmet and another JV in 2025, with outstanding receivables totaling €102 million. The company classifies Karmet as a joint venture under IFRS 11, avoiding consolidation that would require taking project debt onto its balance sheet. However, some analysts question whether this arrangement truly represents joint control.

The venture's ten-year agreement includes annual repayments to Karatzis at Euribor plus compounding interest, with preference shares converting to ordinary shares afterward. This structure allows Metlen to keep debt off its books while potentially masking the economic reality that Karatzis's stake functions more like debt than equity.