NBI for Ivory Residence II - Private

1. Executive Summary

stock.estate investors have the opportunity to provide a €500,000 bridge facility to Design Luxury Solutions S.R.L., a company within the North Bucharest Investments (NBI) group, over a 3-month term at a fixed 16.00% per annum. The facility funds the company's current operating requirements during the nationwide suspension of Romanian land-registry services. Following a ransomware attack on 14 July 2026, the National Agency for Cadastre and Land Registration (ANCPI) took its e-Terra cadastre and land-register application offline; since that date no land-registry extract can be issued, no registration can be processed, and no Romanian notary can authenticate a property sale or register a mortgage. Design Luxury Solutions holds a portfolio of completed, registered apartments in Ivory Residence (Pipera, northern Bucharest) that it cannot transact while the system is down, and this facility bridges the resulting working-capital gap. Interest is paid monthly; principal is repaid in full at maturity. The facility is to be secured by a first-rank mortgage over designated Ivory Residence apartments valued at €750,000 — 150% collateral coverage, 66.7% loan-to-value — which can be registered only once e-Terra is restored. Until registration, coverage is provided by the NBI group collateral pool described in Sections 6 and 7. This is a private deal with a minimum ticket of €50,000.

2. Transaction Rationale — The ANCPI Land-Registry Suspension

On 14 July 2026 ANCPI, the National Agency for Cadastre and Land Registration, detected unauthorised access to its IT infrastructure. The agency subsequently confirmed a ransomware attack in which the attackers encrypted and deleted part of the virtualisation infrastructure hosting its applications. ANCPI has described the event as the most serious incident in the institution's history.

Every ANCPI application went offline, including e-Terra — the central cadastre and land-register system — as well as the ePay and MyEterra portals, the RENNS street-nomenclature register, and institutional email. The consequences for the Romanian property market are absolute:

• No land-registry extracts are issued, in either informational or authentication form
• No registrations, notations or cadastral receptions are processed; new applications cannot be filed and previously filed applications cannot be resolved
• No notary in Romania can authenticate a property sale, a donation or a mortgage, because the authentication extract is obtainable exclusively through e-Terra
• There is no paper fallback — ANCPI's workflow is fully digitalised, so neither the counter nor any online channel can substitute

The suspension is national and indiscriminate. It is not specific to Design Luxury Solutions, to the NBI group, or to the Ivory Residence complex; every developer, bank, notary, surveyor and buyer in Romania is subject to the same standstill. For scale, July 2025 — the record month of the prior year — saw 17,314 individual-unit transactions registered nationally.

Compounding fiscal deadline. The blockage coincided with the increase of VAT on residential property from 9% to 21% effective 1 August 2026. Buyers holding pre-contracts had to complete before 31 July 2026 to preserve the reduced rate, and the registry standstill prevented thousands of those closings. Parliament has since moved to extend the deadline for purchasers with pre-contracts concluded by 31 July 2025.

Status and data integrity. ANCPI's central cadastral database — the record of properties and real rights — was not affected, and existing registrations remain valid. Infrastructure has been rebuilt and migrated to the Government Cloud with support from the Special Telecommunications Service (STS), the National Cyber Security Directorate (DNSC) and Cyberint. Security, functionality and performance testing has been under way, with items identified for correction and retesting. As at the launch of this campaign, no firm restart date has been announced; the Government undertook to issue a further status update by 5 August 2026.

Why the borrower needs the facility. Design Luxury Solutions holds RON 40.3 million (approximately €8.1 million) of completed apartment inventory acquired for resale. Its business model converts that inventory into cash through notarised sales — precisely the operation that has been impossible since 14 July. The company is profitable and current on all obligations, but its principal source of liquidity is frozen for as long as the registry is. This facility bridges that gap.

3. Borrower Profile

Design Luxury Solutions S.R.L. (CUI RO38158602, Trade Register J2017015070401, incorporated 2017) is a Romanian company specialising in the acquisition and resale of apartment portfolios in premium residential complexes in northern Bucharest. It is wholly owned by North Group Investments S.R.L. and forms part of the North Bucharest Investments (NBI) group. Its registered office is at Calea Floreasca 133-135-137 and Str. Cornescu 50-52, Et. 1, Sector 1, Bucharest, and it is administered by Vladislav Musteață.

The company operates the NBI buy-and-sell strategy: it acquires finished, registered units at negotiated portfolio prices and distributes them through the group's retail sales network. In FY2025 it recorded net turnover of RON 20,176,988 (approximately €4.04 million) and net profit of RON 2,583,959 (approximately €517,000).

Track record on stock.estate. Design Luxury Solutions has completed six prior offers on the platform:

Consolidated as at 3 August 2026: €476,625.15 borrowed on the platform, of which €125,897.78 of principal has been repaid and €350,727.37 remains outstanding. There are no overdue amounts on any active campaign.

4. Collateral Overview

The assets designated to secure this facility are completed, registered (intabulate) apartments in the Ivory Residence complex on Bulevardul Pipera, northern Bucharest, held on the borrower's balance sheet and free of encumbrances.

• Property type: finished residential apartments, ready for occupancy — no construction or development work is involved
• Aggregate collateral value: €750,000, on a purchase-price basis
• Security instrument: first-rank mortgage; the unit-level schedule is annexed to the mortgage deed at registration
• Complex status: fully completed across two phases, with blocks 7–12 delivered and occupied
• Complex developer: Comfort Homes UK, the vehicle of British investor Ghai Sant Ram, with total investment in Ivory Residence of approximately €100 million; sales handled by CGA Home Consulting

Location and connectivity. Pipera has become one of Bucharest's most active premium residential clusters, driven by a concentration of multinational employers and professional-services firms:

• Metro: Pipera (M2) and Aurel Vlaicu (M2)
• Road: direct connection to the A3 Bucharest–Ploiești motorway and the ring road
• Airports: Aurel Vlaicu (Băneasa) approximately 5 km; Henri Coandă International approximately 13 km
• Business centres: Pipera Plaza, Cubic Center, Global Plaza, Swan Office Park
• Retail and lifestyle: Promenada Mall (approximately 2.8 km), Băneasa Shopping City, Kaufland (approximately 500 m), World Class fitness, Herăstrău Park
• International schools: Mark Twain International School (approximately 7 minutes), Școala Gimnazială Nr. 3 Voluntari-Pipera (approximately 3 minutes)

5. Market Analysis

The Bucharest residential market closed 2025 with an average asking price of €2,204 per sqm, up 16.6% year on year (Imobiliare.ro), with premium new-build stock in the north of the city — including Pipera — trading above €2,500 per sqm. Northern Bucharest has consistently outperformed the citywide average on both price growth and absorption.

Two distinct shocks define the market in the second half of 2026, and investors should weigh them separately:

The registry suspension is a timing event, not a value event. ANCPI's central database was not compromised and existing registrations remain valid. Transactions that cannot close today are deferred rather than cancelled, and a backlog is accumulating that will be processed once e-Terra returns. The risk this creates for a lender is one of duration — how long the standstill lasts — rather than one of collateral impairment.

The VAT increase is a genuine demand headwind. The rise from 9% to 21% on 1 August 2026 adds roughly €10,200 to an €85,000 (ex-VAT) home and approximately €13,800 to a €115,000 one. Where contracts were signed on a VAT-inclusive basis, the developer absorbs the difference. This is expected to compress new-build resale demand in the second half of 2026 and is a material factor in the borrower's medium-term sales trajectory — though the 3-month term of this facility limits investor exposure to it.

6. Financial Analysis

This is a working-capital bridge, not an acquisition or development facility. No property is purchased with the proceeds, and no construction budget applies.

Use of proceeds. The full €500,000 funds the borrower's current operating requirements during the period in which its apartment inventory cannot be sold — supplier and contractor obligations, financing service on existing facilities, and the fixed carrying cost of a portfolio that cannot presently be converted into cash.

Cost of the facility. Interest accrues at 16.00% fixed per annum, 30/360, paid monthly. Over 3 months the gross interest cost is €18,750, for a total repayable of €518,750 at maturity.

Collateral coverage. The target security is a first-rank mortgage over Ivory Residence apartments valued at €750,000 — 150% coverage, 66.7% LTV. That mortgage cannot be registered until e-Terra is restored. In the interim, the NBI group maintains a collateral pool with an aggregate value in excess of €2,000,000, already pledged in favour of stock.estate investors across the group's outstanding platform facilities and not yet released, which provides a coverage cushion across the group's platform exposure during the standstill.

Borrower financials (RON as filed; EUR converted at approximately 5.00 RON/EUR):

The 2023 loss reflects a transition year with limited revenue recognition ahead of the 2024 resale cycle. Turnover grew 568% in 2024 and a further 62% in 2025. Inventory held for resale rose to RON 40.3 million (approximately €8.1 million) — this is the asset base rendered temporarily illiquid by the registry suspension, and the reason a profitable company requires a working-capital bridge.

Credit profile (Termene.ro, most recent reporting). Commercial risk: Low (7.6/10). Insolvency rating: Class D (modelled probability 0.56%). Altman Z-score: very high. Legal risk: Low. Tax status: active, VAT-registered, no ANAF arrears. The company has an established, fully repaid lending relationship with Libra Internet Bank.

Repayment source. Principal is repaid from the resumption of apartment sales once ANCPI restores e-Terra and the accumulated transaction backlog clears. Alternative paths, should the standstill extend beyond the 3-month term, are set out in Section 7.

7. Funding and Investment Opportunity

Loan parameters

Security structure. The security for this facility is deliberately two-stage, because Romanian law currently offers no alternative. Since 14 July 2026 no mortgage of any kind can be registered in Romania, so a dedicated first-rank mortgage cannot be constituted at disbursement. Investors should understand the position plainly: in the interim period this facility is not secured by a dedicated first-rank mortgage over the Ivory Residence apartments. What stands behind it during that window is the NBI group collateral pool — assets exceeding €2,000,000 in aggregate value, already pledged in favour of stock.estate investors across the group's outstanding facilities and not yet released — together with the borrower's contractual undertaking to register the Ivory mortgage as soon as land-registry services resume.

Repayment channels, in order of preference: (1) resumption of apartment sales from the borrower's existing Ivory Residence and other inventory once e-Terra is restored; (2) cash flow and equity injection at NBI group level; (3) bank refinancing; (4) a follow-on stock.estate facility.

Platform. stock.estate is an ECSPR-licensed crowdfunding platform (ASF Romania, licence PJR28FSFPR/400002) under Regulation (EU) 2020/1503.

8. Risks and Mitigations

• Security-timing risk (principal risk of this transaction) — The first-rank mortgage over the Ivory Residence apartments cannot be registered until ANCPI restores e-Terra, so investor capital is disbursed before dedicated security is in place. Mitigation: the NBI group collateral pool of over €2,000,000, already pledged to stock.estate and not released, provides coverage during the interim period; the borrower is contractually bound to register the €750,000 first-rank mortgage as soon as registration becomes possible.
• Duration risk of the registry suspension — No firm restart date for e-Terra has been announced. If the standstill extends materially beyond the 3-month term, both the mortgage registration and the borrower's principal repayment source are delayed. Mitigation: ANCPI's central database is intact, infrastructure has been rebuilt in the Government Cloud and testing is advanced; the deferred transaction backlog is expected to clear rapidly on restoration. Interest accrues at the extended rate of 17.00% per annum if the term is extended.
• Repayment / non-performance risk — The borrower could default on scheduled payments. Mitigation: the company recorded net profit in both 2024 and 2025, holds RON 40.3 million of inventory for resale, and is current on all six of its prior stock.estate facilities with no arrears as at 3 August 2026.
• Sector and fiscal risk — The VAT increase from 9% to 21% effective 1 August 2026 is expected to compress new-build resale demand in the second half of 2026, potentially slowing the borrower's inventory turnover. Mitigation: the 3-month term limits exposure; the collateral is completed, registered stock in one of Bucharest's most liquid submarkets.
• Collateral valuation risk — Coverage is stated on a purchase-price basis rather than an independent appraisal, and the mortgage schedule is finalised at registration. Mitigation: 150% coverage provides a 33.3% cushion to the loan; all designated units are completed and registered, and therefore immediately transferable once conveyancing resumes.
• Concentration risk — The borrower already has €350,727.37 of principal outstanding on the platform across four active facilities, and the group collateral pool secures those facilities as well as this one. Mitigation: all facilities are current with no arrears; the pool exceeds €2,000,000 against total group platform exposure, and the Ivory mortgage adds €750,000 of dedicated security on registration.
• Liquidity risk — There is no secondary market for this instrument. Mitigation: none beyond the fixed 3-month term; investors should size their allocation accordingly. The €50,000 minimum ticket restricts this offer to investors able to bear that constraint.
• Platform risk — Should stock.estate become unable to administer the loan agreement, an alternative arrangement is required. Mitigation: stock.estate will appoint a third-party loan administrator or transfer the agreement directly to investors; the platform operates under ASF licence PJR28FSFPR/400002.

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The project owner declares that, to the best of their knowledge, no information has been omitted or is materially misleading or inaccurate. The project owner is responsible for the preparation of the key investment information sheet (see Documents).