AGORA ESTATES P.L.C.

Annual Report and Financial Statements

31 December 2025

Content

Directors’ Report

Corporate Governance – Statement of Compliance

Statement of Profit or Loss and Other Comprehensive Income

Statement of Financial Position

Statement of Changes in Equity

Statement of Cash Flows

Notes to the Financial Statements

Independent Auditor’s Report

Directors’ Report

The Directors present their annual report and the audited financial statements of the Company for the year ended 31 December 2025.

Principal activities

The principal activity of Agora Estates p.l.c. (the “Company”) is to hold shares in two subsidiary companies registered in Malta, namely J. Zammit Estates Limited and J. Zammit Developments Limited. The subsidiary companies hold investment properties for capital appreciation and long-term rental yields, as well as other properties held for re-sale.

Review of the business, results and dividends

The Company continued its trading operations during the year.

During the year ended 31 December 2025, the Company registered a profit before tax of €213,015 (2024 loss: €207,444). The increase in finance income is mainly attributable to the interest receivable on the loans with J. Zammit Estates Limited in relation to the bonds and secured callable notes.

Events after the reporting period

As noted in Note 19 of these financial statements, there were no adjusting or significant non-adjusting events between the end of reporting year and the date of authorisation by the Directors.

Directors

The Directors of the Company who held office during the year ended 31 December 2025 and as at the date of this report are:

Mr. Joseph Schembri – Chairperson

Ms. Audrey-Anne Hughes

Ms. Isabella Vella (resigned on 17 December 2025)

Mr. James Zammit

Mr. Silvio Mifsud

Mr. Calvin Benjamin Bartolo (appointed on 17 December 2025)

In accordance with the Company’s Articles of Association, the present Directors are appointed every year and are eligible for re-appointment at the Annual General Meeting.

Statement of Directors’ responsibilities

The Directors are required by the Companies Act (Cap. 386) to prepare financial statements which give a true and fair view of the state of affairs of the Company as at the end of each financial year and of the profit or loss for that year.

In preparing the financial statements, the Directors are responsible for:

The Directors are also responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act (Cap. 386). This responsibility includes designing, implementing, and maintaining such internal controls, as the Directors determine the necessary procedures to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error. They are also responsible for safeguarding the assets of the Company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The financial statements of Agora Estates p.l.c for the year ended 31 December 2025 are included in the Annual Report 2025 which is published in iXBRL format, in line with the ESEF requirements, and are made available on the Group’s website: https://agora-estates.com/investor-relations/. In view of their responsibility for the controls over, and the security of, the website, the Board of Directors is responsible for the maintenance and integrity of the Annual Report on the website. Access to information published on the Group’s website is available in other countries and jurisdictions, where legislation governing the preparation and dissemination of financial statements may differ from requirements or practice in Malta.

Financial reporting framework

The Directors have resolved to prepare the Company’s financial statements for the year ended 31 December 2025 in accordance with International Financial Reporting Standards as adopted by the European Union.

Disclosures in terms of the Capital Markets Rules

Pursuant to the Capital Markets Rule 5.62

Going Concern

The Directors, as required by Capital Markets Rule 5.62, have considered the operational performance, the statement of financial position as at year end as well as the business plan for the coming year, and declare that they have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, in preparing the financial statements, the Company is in a position to continue operating as a going concern for the foreseeable future.

Pursuant to the Capital Markets Rule 5.64

Share Capital Structure

The Company’s authorised and issued share capital amounts to €10,360,000 Ordinary shares of €1 each. There are no shares admitted to trading on a regulated market in Malta or any EU member state. Except as otherwise provided, all ordinary shares shall rank equally in all respects, including without limitation, equal participation in profits distributed by the Company and equal rights upon distribution of the Company’s assets upon its winding up. Each ordinary share shall entitle the holder to 1 vote at each general meeting. No restrictions apply to the transfer of shares, except for the fact that upon issuing and allotting new shares for consideration in cash the Company shall not allot any of them on any terms to any person unless an offer has first been made to existing shareholders. The offer shall be made by notice in writing specifying the number of shares offered and their price and stating a time, being not less than 28 days, within which the offer, if not accepted, shall be deemed to have been declined. Any remaining shares may then be offered to non-existing shareholders. Also, shareholders shall have the right to assign to another person his right to accept an offer to subscribe to new shares.

Holding in excess of 5% of the Share Capital

On the basis of the information available to the Company as at 31 December 2025, Zammit Holdings Limited held 10,359,998 ordinary shares of €1 each, which is equivalent to 99.99% of the Company’s authorized and issued share capital. The ultimate beneficial owner is James Zammit.

Appointment and Replacement of Directors

Board members are appointed every 1 year and are eligible for re-appointment at the Annual General Meeting. All Directors shall retire from office, at each annual general meeting and shall be eligible for re-election or re-appointment.

Board Member Powers

The powers of the Board members are contained in Article 15 of the Company’s Articles of Association.

Contracts with Board Members and Employees

The Company has no agreements between the Directors or the Company’s Board or employees providing for compensation on termination or cessation of their office for any reason whatsoever.

It is hereby declared that as at 31 December 2025, information required under Capital Markets Rules 5.64.2, 5.64.4, 5.64.5, 5.64.6, 5.64.7 and 5.64.10 are not applicable to the Company.

Pursuant to the Capital Markets Rule 5.68

We confirm that to the best of our knowledge:

Pursuant to the Capital Markets Rule 5.70.1

There were no material contracts in relation to which a Director of the Company was directly or indirectly interested.

Pursuant to the Capital Markets Rule 5.70.2

The Company secretary is Ms. Audrey-Anne Hughes.

Disclosure of information to auditors

At the date of making this report the Board of Directors confirm the following:

Principal risks and uncertainties faced by the Company

The Board as a whole considers the nature and extent of the risk management framework and risk profile that is acceptable to the Directors. The Directors regularly review the work carried out and ensure that risks are identified and mitigated in a timely manner so as not to have any adverse impact on the Company. The Company’s principal risk and uncertainties are included in Note 18 of these financial statements.

Auditor

The auditor, Grant Thornton, has intimated its willingness to continue in office and a resolution to reappoint them as auditor of the Company will be proposed at the forthcoming Annual General Meeting.

Registered address:

The registered office of the Company is Agora Business Centre, Level 3, Triq il-Wied ta’ l-Imsida, Msida, MSD 9020, Malta.

By Order of the Board

Signed on behalf of the Company’s Directors on 30 April 2026 by

Corporate Governance - Statement of Compliance

The Capital Markets Rules issued by the Malta Financial Services Authority, require listed companies to observe The Code of Principles of Good Corporate Governance (the "Code"). Although the adoption of the Code is not obligatory, Listed Companies are required to include, in their Annual Report, a Directors' Statement of Compliance which deals with the extent to which Agora Estates p.l.c. (the ‘Company’) has adopted the Code of Principles of Good Corporate Governance and the effective measures that the Company has taken to ensure compliance with the Code, accompanied by a report of the auditors thereon.

Compliance

The Company’s Directors (the "Board") believe in the adoption of the Code and has endorsed them except where the size and/or circumstances of the Company are deemed by the Board not to warrant the implementation of specific recommendations. In this context, it is relevant to note that the Company has issued bonds to the public and has no employees. Accordingly, some of the provisions of the Code are not applicable whilst others are applicable to a limited extent.

The Board

The Board of Directors is responsible for devising a strategy, setting policies and the management of the Company. They are also responsible for reviewing internal control procedures, financial performance and business risks facing the Company. The Board is also responsible for decisions relating to the redemption of the Bond, and for monitoring that its operations are in conformity with the Prospectus and all relevant rules and regulations.

Throughout the year under review, the Board regularly reviewed management performance. The Company has in place systems whereby the Board of Directors obtains timely information from the Managing Director, not only at meetings of the Board but at regular intervals or when the need arises.

Chairperson and Chief Executive Officer

The Chairperson's main function is to lead the Board, set the agenda and ensure that all board members partake in discussions of complex and contentious issues.

The Company did not appoint any Chief Executive Officer; however, the day-to-day operations of the Company is under the responsibility of the Managing Director.

Composition of the Board

The Board is composed of two executive and three non-executive directors, as listed in the succeeding page. The directors were appointed on 9 April 2019, upon incorporation of the Company, Mr Calvin Benjamin Bartolo, was appointed on 17 December 2025, while Ms. Isabella Vella resigned on the same day. All directors can be reappointed to their posts on a yearly basis.

Non-Independent Executive Directors

Mr. James Zammit (Managing Director)

Ms. Audrey-Anne Hughes

Independent Non-Executive Directors

Mr. Joseph Schembri (Chairperson)

Mr. Silvio Mifsud

Ms. Isabella Vella (resigned)

Mr. Calvin Benjamin Bartolo (appointed)

Directors are appointed during the Company's Annual General Meeting for a period of one year, at the end of which term they may stand again for re-election. All Directors shall retire from office every year but shall be eligible for re-election. The Articles of Association of the Company clearly set out the procedures to be followed in the appointment of directors.

Internal Control

The Board is responsible for the Company's system of internal controls and for reviewing its effectiveness. Such a system is designed to achieve business objectives and to manage rather than to eliminate the risk of failure to achieve business objectives and can only provide reasonable assurance against material error, losses or fraud.

Authority to manage the Company is delegated to the Managing Director within the limits set by the Board of Directors. Systems and procedures are in place for the Company to control, report, monitor and assess risks and their financial implications, and to take timely corrective actions where necessary. Regular financial budgets and strategic plans are prepared, and performance against these plans is actively monitored and reported to the Board of Directors on a regular basis.

The Board also approves, after review and recommendation by the Audit Committee, the transfer of funds and other amounts payable to companies within the same group and ensures that these are subject to terms and conditions which are on an arm's length basis.

Directors' Attendance at Board Meetings

The Board believes that it has systems in place to fully comply with the principles of the Code. Board of Directors meet regularly, mainly to review the financial performance of the Company and to review internal control processes. Board members are notified of forthcoming meetings by the Company Secretary with the issue of an agenda and supporting Board papers, which are circulated well in advance of the meeting. All the directors have access to independent professional advice at the Company's expense should they so require.

The Board met formally six times during the year under review. The number of board meetings attended by Directors for the year ended 31 December 2025 is as follows:

Committees

The Board of Directors believe that, due to the Company's size and operation, the remuneration, evaluation and nominations committees that are suggested in the Code are not required, and that the function of these can efficiently be undertaken by the board itself. However, the Board on an annual basis undertakes a review of the remuneration paid to the Board of Directors and carries out an evaluation of their performance and of the audit committee. The shareholders approve the remuneration paid to the Board of Directors at the Annual General Meeting.

Audit Committee

The Board established an Audit Committee (the "Committee") in 2019 and has formally set out Terms of Reference as outlined in the principles laid out in the Capital Markets Rules. The purpose of the Committee is to protect the interest of the Company's shareholders and bondholders and assist the Board of Directors in conducting their role effectively. The Audit Committee also monitors the financial reporting process, the effectiveness of internal control and the audit of the annual financial statements. Additionally, it is responsible for monitoring the performance of the entities borrowing funds from the Company, to ensure that budgets are achieved and if not that corrective action is taken as necessary. It also scrutinises and supervises related party transactions for materiality and ensures that these are carried out at arm's length basis.

The Members of the Audit Committee are:

Mr. Joseph Schembri (Chairman of the Audit Committee)

Mr. Silvio Mifsud

Ms. Isabella Vella (resigned)

Mr. Calvin Benjamin Bartolo (appointed)

Mr. Joseph Schembri qualified as an accountant in 1973 and in 1977 he was appointed audit partner of Joseph Tabone & Co. In 1998, he was appointed senior partner at KPMG Malta. During the period 2013 and 2014 he was seconded to Libya to set up the Libyan firm of KPMG acting as audit engagement leader and risk management principal for the firm. In 2014, Mr. Joseph Schembri joined Baker Tilly Malta as a consultant and audit engagement leader. His auditing experience spans across a number of industries including banking and finance, insurance and funds. He has carried out assignments in the United Kingdom, Libya, Egypt and Malta. He has acted as non-executive director on a number of companies and currently sits as a non-executive director on a number of listed companies. He also chairs a number of audit committees for such companies and sits as director on a private finance company which owns manufacturing subsidiaries in several European countries, other than acting as Chairperson of the Company.

Mr. Silvio Mifsud obtained a Bachelor of Arts degree with Honours in Business Management from the University of Malta in 1990. He is also a certified PRINCE2 practitioner and completed Stage 1 of the Association of the Chartered Institute of Bankers and completed his Certificate in Investment Migration – Cert (IM). Throughout his career, Mr. Silvio Mifsud has been involved in the banking sector, having been employed by two of the leading banks in Malta. He was employed as a business analyst for Bank of Valletta p.l.c. and Head of the Foreign Department at BOVI Limited. He headed the implementation of various banking IT structures such as the full automation of Payment Orders Process at BOVI Limited and Bank of Valletta p.l.c., the Foreign Exchange and Funds Transfer module of Profits Banking System previously in use at Bank of Valletta p.l.c. He subsequently occupied the positions of Executive Vice President and Chief Information Officer and Head of Administration at FIMBANK p.l.c. He was also the founding director of FIM Property Investment Limited and FIM Business Solutions Limited, and a member of the executive management meeting and deputy chairman of the bank’s IT Steering Committee. He was also responsible for introducing Flexcube, Oracle’s Universal Banking System at FIMBANK p.l.c. Mr. Silvio Mifsud has also managed the full process, from negotiations to operations, of the 15-storey Mercury Tower, the Head Office of the FIMBANK Group in St. Julian’s. He was also for some time involved in the anti-money laundering departments of FIMBANK p.l.c. as the first MLRO of the bank. He also set up and managed the Due Diligence Department at the Residency Malta Agency, previously Malta Residency Visa Agency, where he later also acted as an IT Advisor. He sits on the board and audit committee of a number of listed and regulated entities. Until the end of 2024, he also served as director and audit committee member of Finance House p.l.c., a subsidiary of the ultimate parent company of the Company.

Ms. Isabella Vella has accumulated a wealth of experience through her involvement in banking, construction, real estate and hospitality sectors. She started off her career in banking where she held both supervisory as well as lecturing roles. Ms. Isabella Vella then spent over 24 years in various managerial positions in the construction, real estate and hospitality fields and contributed to the success of a variety of projects undertaken by these sectors through her communication, marketing and business acumen. For nearly two decades she held a directorship on Peninsula Holdings Limited as well as Peninsula Investments Limited both pertaining to owners of the Westin Dragonara Hotel & Resort. She also held an alternate directorship in Bajja Holdings Limited and Bajja Investments Limited, the owners of which also own The Marriott Hotel & Spa in St. Julians. She acted as a non-executive director for a few years for Malta Communication Authority and as President of The Maltese-Chinese Chamber of Commerce. She presently also sits as a non-executive director on two companies listed on the MSE, namely Main Street p.l.c. and VBL p.l.c..

Mr. Calvin Benjamin Bartolo is the founder and Managing Director of a boutique advisory firm supporting financial institutions and corporates in optimising capital and funding structures, enhancing regulatory and risk governance frameworks, and improving operational efficiency and resilience. He previously spent 15 years in the banking sector, where he held several senior roles leading the strategy, finance and treasury functions. In addition to his executive experience, Mr. Calvin Benjamin Bartolo has held key governance and compliance roles, including Company Secretary and Money Laundering Reporting Officer (MLRO). He also has considerable experience within the insurance sector having served as Internal Auditor for over two years. He is a graduate of the University of Malta in Banking & Finance and Management and holds an Associate Chartered Banker Diploma from the Chartered Banker Institute as well as various professional certificates in accounting and financial reporting, corporate finance, leadership and sustainability. He is an Associate Member of the Chartered Banker Institute and the Chartered Institute for Securities & Investment and an International Member of the Institute of Directors (UK).

The Committee met formally six times during the year to 31 December 2025.

The Audit Committee is independent and is constituted in accordance with the requirements of the Capital Markets Rules. The Head of Finance and the external auditors of the Company attend the meetings of the Committee by invitation. Other executive directors and external consultants are requested to attend when required. The Company Secretary also acts as Secretary to the Audit Committee.

Remuneration Statement

In terms of the Company's Memorandum and Articles of Association, it is the shareholders of the Company in the General Meeting who determine the maximum annual aggregate remuneration of the Board of Directors.

None of the Directors are employed or has a service contract with the Company.

No part of the remuneration paid to the Directors is performance-based. The Directors of the Company are not entitled to profit sharing, share options or pension benefits.

The Directors of the Company received €34,000 (2024: €34,000) in aggregate for services rendered to the Company during 2025.

Relations with bondholders and the market

The Company publishes interim and annual financial statements, and when required, Company announcements. The Board feels these provide the market with adequate information about its activities.

Conflicts of Interest

On joining the Board and regularly thereafter, directors and officers of the Company are informed and reminded of their obligations on dealing in securities of the Company within the parameters of law and Capital Markets Rules. The Company has also set reporting procedures in line with the Capital Markets Rules, the Code, and internal code of dealing.

Signed on behalf of the Board of Directors on 30 April 2026 by Mr. James Zammit (Director) and Mr. Joseph Schembri (Chairperson) as per the Director’s Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.

Statement of Profit or Loss and Other Comprehensive Income

Statement of Financial Position

Signed on behalf of the Board of Directors on 30 April 2026 by Mr. James Zammit (Director) and Mr. Joseph Schembri (Chairperson) as per the Director’s Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.

Statement of Changes in Equity

Statement of Cash Flows

Notes to the Financial Statements

1.     Material accounting policies and overall considerations

The principal material accounting policies adopted in the preparation of these financial statements are set out below and in the succeeding pages.

The financial statements have been prepared using the measurement bases specified by IFRS for each type of asset, liability, income and expense. The measurement bases are more fully described below.

These policies have been consistently applied to all the years presented, unless otherwise stated.

a.    Going concern

The Directors have at the time of approving the financial statements, a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements.

b.    Basis of preparation

These financial statements are prepared in accordance with the International Financial Reporting Standards (IFRSs) as adopted by European Union (EU) and comply with the Companies Act (Cap.386).  The financial statements are prepared under the historical cost convention.

The nature of the Company’s operations and its principal activities is to hold shares in subsidiary companies registered in Malta.

i.     Use of estimates and judgements

In preparing the financial statements, the Directors are required to make judgements (other than those involving estimates) that have significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on a regular basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future period.

ii.     New Standards adopted as at 1 January 2025

Some accounting pronouncements which have become effective from 1 January 2025 and have therefore been adopted do not have a significant impact on the Company’s financial results or position.

Amendments that are effective for the first time in 2025 and could be applicable to the company are:

These amendments do not have a significant impact on these financial statements and therefore the disclosures have not been made.

iii.    Standards, amendments and interpretations to existing Standards that are not yet effective

       and have not been adopted early by the Company

At the date of authorisation of these financial statements, several new, but not yet effective, Standards and amendments to existing Standards, and Interpretations have been published by the IASB or IFRIC. None of these Standards or amendments to existing Standards have been adopted early by the Company and no Interpretations have been issued that are applicable and need to be taken into consideration by the Company at either reporting date.

Standards and amendments that are not yet effective and have not been adopted early by the Company include:

These Standards and amendments are not expected to have a significant impact on the financial statements in the period of initial application and therefore no disclosures have been made.

Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement.

In April 2024, the IASB issued IFRS 18, which replaces IAS 1 ‘Presentation of Financial Statements’. The adoption of IFRS 18 ‘Presentation and Disclosure in financial statements’, effective for periods commencing on or after 1 January 2027, is expected to have a material impact on the presentation of the financial Statements, and therefore relevant disclosures are included below.

Although IFRS 18 includes many of the requirements of IAS 1, it introduces new requirements to better structure financial statements and to provide more detailed and useful information to investors, including:

IFRS 18 will be applied retrospectively with specific transitional provisions.

The Company is currently working to identify all of the impacts that IFRS 18 will have on the primary financial statements and notes to the financial statements.

c.     Presentation of financial statements and consolidation requirements

The financial statements are presented in accordance with IAS 1 ‘Presentation of Financial Statements’. The Company has elected to present the ‘statement of profit or loss and other comprehensive income’ in one statement.

The Directors have decided to prepare separate consolidated financial statements covering the Company and its subsidiaries.

d.     Revenue recognition

Other revenues earned by the Company are recognised on the following basis:

Finance income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts the estimated future cash receipts through the expected life of the financial asset to the asset’s net carrying amount.

e.     Administrative expenses

Operating expenses are recognised in the statement of profit or loss and other comprehensive income upon utilisation of service or at the date of their origin.

f.      Foreign currencies

(i) Functional and presentation currency

Items included in the Company’s financial statements are measured using the currency of the primary economic environment in which the entity operates.  The Euro (€) is the Company’s functional and presentation currency.

(ii) Transactions and balances

Foreign currency transactions are translated into the functional currency (Euro) 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 recognised in the statement of profit or loss and other comprehensive income.

g.     Intangible assets

Intangible assets comprised computer software.

Computer software are intangible assets with finite useful lives that are acquired separately. These are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives of 4 years. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

Derecognition of intangible assets

An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.

Impairment

Where an indication of impairment exists, in that the carrying amount of an intangible asset is greater than its estimated recoverable amount, a charge is made to write down the value of the asset to its estimated recoverable amount (Accounting policy (j)).

h .    Investments in subsidiaries

In the Company’s financial statements, investments in subsidiaries are accounted for by the cost method of accounting. The parent company 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. The dividend income from such investments is included in the statement of profit or loss and other comprehensive income in the accounting year in which the Company’s rights to receive payment of any dividend is established.  The Company gathers objective evidence that an investment is not impaired. On disposal of an investment, the difference between the net disposal proceeds and the carrying amount is charged or credited to the statement of profit or loss and other comprehensive income .

i.     Impairment of non-financial assets

At each reporting date, the Company reviews the carrying amounts of its non-financial assets, including intangible assets and investments in subsidiaries carried at cost, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any). Where an asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. In the case of investment in subsidiaries, value in use is determined by reference to the present value of the future cash flows expected to be derived from the subsidiary. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

The recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but not above the carrying amount that would have been determined had no impairment loss been recognised in prior periods. A reversal of an impairment loss is recognised immediately in profit or loss.

Impairment losses recognised in respect of investments in subsidiaries are not reversed in subsequent periods.

j.     Financial instruments

Financial assets and financial liabilities are recognised in the Company’s statement of financial position when the Company becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value, except for trade receivables that do not have a significant financing component which are measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

i.     Financial assets

Financial assets are classified, at initial recognition either at amortised cost, fair value through other comprehensive income (“OCI”) or fair value through profit or loss.

The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Company’s business model for managing them. With the exception of trade receivables that do not contain a significant financing component, or for which the Company has applied the practical expedient, the Company initially measures a financial asset at its fair value.

In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.

The Company’s business model for managing financial assets refer to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.

          For purposes of subsequent measurement, financial assets are classified in four categories:

The Company holds financial assets at amortised costs.

Financial assets at amortised cost

The Company measures financial assets at amortised cost if both of the following conditions are met:

Financial assets at amortised cost are subsequently measured using the effective interest rate (“EIR”) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.

The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. The Company’s cash and cash equivalents, trade and other receivables and investment in financial assets fall into this category of financial instruments.

For financial assets other than purchased or originated credit-impaired financial assets (i.e. assets that are credit-impaired on initial recognition), the effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the debt instrument, or, where appropriate, a shorter period, to the gross carrying amount of the debt instrument on initial recognition. 

The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance.  The gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance.

Interest income is recognised using the effective interest method for debt instruments measured subsequently at amortised cost.  For financial assets other than purchased or originated credit-impaired financial assets, interest income is calculated by applying effective interest rate to the gross carrying amount of a financial asset. 

Interest income is recognised in profit or loss and is included in the “finance income” line item
(Note 3).

A financial asset is primarily derecognised when:

The Company recognises an allowance for expected credit losses (“ECLs”) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive, discounted at an approximate of the original effective interest rate. The expected cash flows will include cash flows from the sale of a collateral held or other credit enhancements that are integral to the contractual terms.

For trade and other receivables and investment in financial assets, the Company applies a simplified approach in calculating ECLs. Therefore, the Company does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Company has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to debtors and the economic environment.

The Company considers a financial asset in default when contractual payments are thirty (30) days past due. However, in certain cases, the Company may also consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company. A financial asset is written-off when there is no reasonable expectation of recovering the contractual cash flows.

ii)   Financial liabilities and equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs.

Repurchase of the Company’s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments.

All financial liabilities are measured subsequently at amortised cost using the effective interest method or at FVTPL.

However, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition or when the continuing involvement approach applies, and financial guarantee contracts issued by the Company, are measured in accordance with the specific accounting policies set out below.

Financial liabilities at amortised cost

Financial liabilities that are not (i) contingent consideration of an acquirer in a business combination, (ii) held-for-trading, or (iii) designated as at FVTPL, are measured subsequently at amortised cost using the effective interest method.

Financial liabilities are classified, at initial recognition, as loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability.

The Company’s financial liabilities also include trade and other payables, and interest-bearing borrowings.

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate, the “EIR” method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.

Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates. The EIR amortisation is included as finance costs in the statement of profit or loss and other comprehensive income.

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When 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 the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

k.    Cash and cash equivalents and restricted cash

In the statement of financial position, cash and cash equivalents are comprised of cash (i.e. on-demand deposits) and cash equivalents. Cash equivalents are short-term (generally with original maturity of three months or less),     highly liquid investments that are readily convertible to a known amount of cash and which are subject to an insignificant risk of changes in value. Cash equivalents are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes.

Restricted cash refers to cash and cash equivalents that are subject to legal or contractual restrictions, which limit the Company’s ability to use the funds for general operations. These restrictions can arise from interest-bearing borrowings agreements. Restricted cash is recognised when the Company has control over the funds and the restriction on the use of cash is legally enforceable. The restricted cash is initially recorded at its nominal value. Any interest or change in the value of the restricted cash is measured based on the applicable exchange rate or interest terms.

For the purposes of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents and restricted cash as defined above, net of outstanding bank overdrafts which are repayable on demand and form an integral part of the company’s cash management. Such overdrafts are presented as short-term interest-bearing borrowings in the statement of financial position.

l.     Current and deferred taxation

The tax expense for the year comprises current and deferred taxation.

Taxation is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or equity, respectively.

Current tax is based on the taxable result for the year. The taxable result for the year differs from the results as reported in profit or loss because it excludes items which are non-assessable or disallowed and it further excludes items that are taxable or deductible in other years. Current tax also includes any tax arising from dividends. It is calculated using the tax rates that have enacted or substantively enacted by the end of the reporting year, and any adjustments in relation to the prior years.

Deferred taxation is provided using the liability method, for all temporary differences arising between the tax bases of assets and liabilities and their carrying values for financial reporting purposes. Deferred taxation is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting year and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled. Deferred tax assets are recognised only to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised.

m.    Share capital and dividends

Ordinary shares are classified as equity.

Dividend distribution to the Company’s shareholders is recognised as a liability in the Company’s financial statements in the year in which the dividends are approved by the Company’s shareholders.

2.   Expenses by nature

The major items included with profit and loss are included below:

Auditor’s fees

Fees charged, including any irrecoverable VAT, by the auditor for the services rendered during the financial years ended 31 December 2025 and 2024 relate to the following:

3.   Finance income

4.   Finance costs

5.   Income tax

The tax expense and the result of accounting profit/(loss) multiplied by the statutory domestic income tax rate is reconciled as follows:

6.   Intangible assets

         Amortisation charge of €920 (2024: €1,766) is included in administrative expenses.

7.   Investments in subsidiaries

On 31 January 2024, the Company acquired 70.09% of the shares in Zammit Business Centre Limited, which subsequently merged in accordance with the provisions of section 358 of the Companies Act, (Cap. 386) effective on 26 December 2024. The assets and liabilities of Zammit Business Centre Limited were transferred to J. Zammit Estates Limited.

The subsidiaries, all of which are unlisted at 31 December are shown below:

In terms of the provisions of section 358 of the Companies Act (Cap. 386), the merger between J. Zammit Estates Limited, De Rohan Business Centre Limited, Zammit Business Centre Limited and Car-Sun Limited became effective on 26 December 2024.

All the assets and liabilities of De Rohan Business Centre Limited, Zammit Business Centre Limited and Car-Sun Limited were transferred to J. Zammit Estates Limited and the acquired companies were subsequently dissolved. For accounting purposes, as from 1 January 2024 the transactions of De Rohan Business Centre Limited, Zammit Business Centre Limited and Car-Sun Limited were treated to be transactions of J. Zammit Estates Limited.

8.    Trade and other receivables

Notes:

9.    Investment in financial assets

Notes:

At 31 December 2025, the subsidiary did not have an unutilised loan balance (2024: €4,940,000).

10.    Share capital

11.   Retained earnings

The Company’s retained earnings represent accumulated profits and losses since incorporation date.

12.   Interest-bearing borrowings

Note i: Debt securities in issue

By virtue of a prospectus dated 9 February 2024, the Company issued €21,000,000 secured bonds with a nominal value of €100 each. These bonds were issued in two tranches.

The bonds constitute the general, direct, unconditional, and unsecured obligations of the Company to the Bondholders and shall at all times, rank pari passu, without any priority or preference among themselves and with other outstanding and unsecured debt of the Company, present and future. The bonds are secured by first ranking special hypothec over two of the subsidiary’s investment properties, pursuant to and subject to the terms and conditions in the final terms of this tranche.

These bonds were admitted on the Official List of the Malta Stock Exchange on 8 March 2024. The quoted market price as at 31 December 2025 for the bonds was €102.00 (2024: €103.75). In the opinion of the Board of Directors, the market price fairly represents the fair value of this financial liability. 

The bonds constitute the general, direct, unconditional, and unsecured obligations of the Company to the Bondholders and shall at all times, rank pari passu, without any priority or preference among themselves and with other outstanding and unsecured debt of the Company, present and future. The bonds are secured by first ranking special hypothec over one of the subsidiary’s investment property, pursuant to and subject to the terms and conditions in the final terms of this tranche.

These bonds were admitted on the Official List of the Malta Stock Exchange on 11 October 2024. The quoted market price as at 31 December 2025 for the bonds was €101.40 (2024: €102.50).

In accordance with the provisions of the prospectus, a portion of the proceeds from the bond issue is held by a Trustee and will be drawn down against the presentation of agreements, requests for payments and/or invoices. Amounts held by the Trustee are classified as restricted cash.

The bonds are measured at the amount of the net proceeds adjusted for the amortisation of the difference between the net proceeds and the redemption value of such bonds, using the effective interest rate as follows:

Note ii: Secured callable notes

By virtue of a prospectus dated 7 August 2025, the Company issued €5,000,000 6.75% secured callable notes with a nominal value of €1,000 each, redeemable on 28 August 2027 at par . The issue was fully taken up with total proceeds amounted to €5,000,000. The notes will not be listed on the Malta Stock Exchange or any other regulated market.

The notes were secured through a first ranking special hypothec over properties owned, or being acquired, by one of the subsidiaries.

Note iii: Bank balance overdrawn

The bank overdrafts bear interest at a rate of 5.65% per annum over the banks’ base rate and are repayable on demand.

13.   Trade and other payables

Note:

14.   Reconciliation of liabilities arising from financing activities

The changes in the Company’s liabilities arising from financing activities can be classified as follows:

15.   Cash used in operations

Reconciliation of operating loss to cash generated from/(used in) operations:

16.   Cash and cash equivalents and restricted cash

For the purposes of the statement of cash flows, the cash and cash equivalents at the end of the year comprise the following:

The Company has an amount of €23,591 (2024: €4,960,807) restricted cash with the Trustee in line with the final terms of the debt securities in issue. Such amount will be drawn down against the presentation of agreements, requests for payment and/or invoices in accordance with the provisions of the said final terms.

The Company entered into the following significant non-cash transactions:

17.   Related party transactions

The Company’s related parties include its parent company, ultimate beneficial owner, subsidiaries, companies under common control, key management personnel and directors. Year end balances due from or to other related parties, subsidiaries, ultimate parent company, ultimate beneficial owner and directors are disclosed in notes 2, 8, 9 and 13 to these financial statements.

The Company also entered into related party transactions on an arm’s length basis with related parties.

The following transactions were carried out with related parties:

Investments in subsidiaries have been disclosed in Note 7.

During 2024, a tax loss amounting to €236,678 was surrendered to a subsidiary by the Company at no consideration. The Company made a profit during the current year.

The terms and conditions in respect of the related parties balances do not specify the nature of the consideration to be provided in settlement.

18.   Financial risk management

Overview

The Company has an exposure to the following risks arising from the use of financial instruments within its activities

This note presents information about the Company’s exposure to each of the above risks, policies and processes for measuring and managing risk, and the Company’s management of capital.  Further quantitative disclosures are included in these financial statements.

The responsibility for the management of risk is vested in the Directors.  Accordingly, it is the Directors who have the overall responsibility for establishing an appropriate risk management framework.

Credit risk

Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s investment in financial assets, trade and other receivables, restricted cash and cash and cash equivalents held at banks. The carrying amounts of financial assets represent the maximum credit exposure. None of the Company’s financial assets are secured by collateral or other credit enhancements.

Management is responsible for the quality of the Company’s credit portfolios and has established credit processes involving delegated approval authorities and credit procedures, the objective of which is to build and maintain assets of high quality.

Investment in financial assets

The Company’s financial assets include loans advanced to subsidiaries, which are classified as investment in financial assets and measured at amortised cost. The Company’s exposure to credit risk is limited, as the counterparties are subsidiaries under common control. Credit risk is managed through ongoing monitoring of the subsidiaries’ financial performance. The Company considers both historical and forward-looking information when assessing recoverability, and based on this assessment, the expected credit loss is not material.

Trade and other receivables

Trade and other receivables comprise primarily of amounts due from subsidiaries and other related parties. The Company’s exposure to credit risk is considered limited, as the majority of receivables are due from entities under common control. Credit risk is managed through ongoing monitoring of the subsidiaries’ financial performance. The Company considers both historical and forward-looking information when assessing recoverability, and based on this assessment, the expected credit loss is not material.

Cash and cash equivalents

The cash and cash equivalents held with banks as at 31 December 2025 and 2024 are callable on demand and held with local financial institutions with high quality standing or rating. Management considers the probability of default from such banks to be insignificant. Therefore, based on the above, no loss allowance has been recognised by the Company.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due. Generally, the Company ensures that it has sufficient cash on demand to meet expected operational expenditure, including the servicing of financial obligations. 

The table below analyses the Company’s financial liabilities into relevant maturity grouping based on the remaining period at the end of the reporting period to the contractual maturity date.

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates or interest rates, will affect the fair value or future cash flows of a financial instrument.  The objective of market risk is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk.  There have been no changes to the Company’s exposure to credit risks or the manner in which these risks are managed and measured. 

i)      Foreign exchange risk       

Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities which are denominated in a currency that is not the respective Company’s functional currency. The Company is not exposed to significant foreign exchange risk arising from Company’s financing transactions as assets and liabilities are principally denominated in Euro and the Company is not exposed to foreign exchange risk arising on trading transactions as these are principally conducted in Euro.

The Company’s financial assets and liabilities are denominated in Euro.

Accordingly, a sensitivity analysis for foreign exchange risk disclosing how profit or loss and equity would have been affected by changes in foreign exchange rates that were reasonably possible at the end of the reporting period is not deemed necessary.

ii)     Interest rate risk

The Company is not exposed to interest rate risk since it borrows funds at fixed interest rates. The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate borrowings.

The exposure to interest rates is not deemed material to these financial statements and accordingly, no sensitivity analysis has been disclosed.

iii)    Other price risks

The Company is not exposed to equity price risks as it does not have any equity investments.

Capital management

The Company’s objective is to maintain an adequate capital base through the optimisation of debt and equity balance in order to sustain the future development of the business and safeguard the ability of the Company to continue as a going concern. The Company’s overall strategy remains unchanged from 2024.

The capital structure of the Company consists of net debt and equity of the Company.

The capital structure of the Company consists of debt, which includes the interest-bearing borrowings disclosed in Note 12. Net debt is defined as debt after deducting cash and cash equivalents as disclosed in Note 16. Equity includes all items presented within equity in the statement of financial position and further disclosed in Notes 10 and 11.

The Company is not subject to any externally imposed capital requirements.

The Company's Directors manage the capital structure through reviews on an ongoing basis and adjustments are made considering changes in economic conditions. Based on recommendations of the Directors, the Company balances the overall capital structure through the payments of dividends, new share issues as well as the issue of new debt or the redemption of existing debt.

Fair values

At 31 December 2025 and 2024 the carrying amounts of the financial assets and liabilities reflected in the financial statements are reasonable estimates of fair value. The fair values of loans are not materially different from their carrying amounts.

Summary of financial assets and financial liabilities by category

A description of each category of financial assets and financial liabilities and related accounting policies is provided in Note 1(j). The carrying amounts of financial assets and financial liabilities in each category are as follows:

19.   Events after the reporting period

There were no adjusting or significant non-adjusting events between the end of the reporting year and the date of authorisation by the Directors.

20.   Restatement