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St. Anthony Co. p.l.c.
ANNUAL REPORT AND FINANCIAL STATEMENTS
For the year ended 31 December 2025
Company Registration No: C 95618
St. Anthony Co. p.l.c.
Holding Company Information
Directors: Mrs Lora Cascun
Dr Sarah Cassar
Mr Stephen Paris
Mr Edward Vella
Mr Joshua Vella
Mr Joseph M Zrinzo
Secretary:Dr Luca Vella
Company number:C 95618
Registered office:Casa Antonia
Pope Alexander VII Junction Balzan BZN 1530
Malta
Auditors:CLA Malta
The Core Valley Road Msida MSD9021
Malta
Bankers:Bank of Valletta plc
Rand Street Attard
Malta
HSBC Bank Malta plc
Business Banking Centre
Mill Street
Qormi
Malta
Legal Advisors:Mamo TCV
Palazzo Pietro Stiges 103 Strait Street Valletta
Malta
St. Anthony Co. p.l.c.
The users of this financial report are reminded that the official statutory Annual Financial Report 2025, authorised for issue by the Board of Directors, is in European Single Electronic Format (ESEF) and is published on www.borza.com.mt. A copy of the Independent auditor’s report issued on the official statutory Annual Financial Report 2025, is included within this printed document and comprises the auditor’s report in compliance with the requirements of the European Single Electronic Format Regulatory Technical Standard (the ESEF RTS), by reference to Capital Markets Rule 5.55.6. In case of any conflicts and/or differences, the ESEF report prevails.

Contents | Pages
Report of the Directors | 1 – 4
Directors’ Responsibilities | 5
Corporate Governance Statement | 6 - 12
Independent Auditor’s Report | 13- 19
Statement of Profit or Loss and Other Comprehensive Income | 20
Statement of Financial Position | 21-22
Statement of Changes in Equity | 23
Statement of Cash Flows | 24
Notes to the Financial Statements | 25 – 64

St. Anthony Co. p.l.c.
1
Report of the Directors
For the year ended 31 December 2025
The Directors present their report and the audited separate and consolidated financial statements for the year ended 31 December 2025.
Principal Activity
St. Anthony Co. p.l.c. (“the Company”, “the Parent”) acts as the parent company of two 100% owned subsidiary undertakings, namely Goldvest Company Limited (C 18266) and St. George’s Care Ltd (C 95621) (collectively “the Group”). The Company also provides finance to Goldvest Company Limited in the form of redeemable preference shares.
Goldvest Company Limited owns the two properties of the Group, whilst St. George’s Care Ltd operates two senior citizens’ homes from the two properties, one in Sliema known as The Imperial and the other in Balzan named Casa Antonia.
Review of Business
The Group registered a pre-tax profit for the year of €1,599,210 compared to a pre-tax profit for the previous year of €1,058,234. At the end of the reporting year, net assets amounted to €26,770,938 compared to €25,807,123 at the end of the prior year. The movement in the net assets is primarily a result of the profit for the year .
Group turnover increased by 9% from €14,002,061 to €15,272,373, whilst operating profit increased by 19% from €2,856,865 to €3,412,149. The achieved results are consistent with the projection illustrated in the financial analysis summary presented in June 2025.
Going Concern
The Directors have assessed the Group’s ability to continue to operate as a going concern, taking into account the results achieved to date, the financial projections prepared by management, the current funding arrangements and the improvement registered by the Group’s financial performance.
As discussed in Note 2.2 to these financial statements, the Directors, at the time of approving these financial statements, have determined that there is reasonable expectation that the Group and the Company will have adequate resources to continue to operate sustainably for the foreseeable future. For this reason, these financial statements have been prepared on a going concern basis, which assumes that the Group and the Company will continue in operational existence for the foreseeable future and will continue to meet their financial obligations as and when they fall due.
Dividends and Reserves
At the end of the reporting period the Company had revenue reserves of €1,982,809 which are being carried forward. Group accumulated losses decreased from €2,781,042 to €1,764,395.
The Directors do not recommend the payment of a dividend.
St. Anthony Co. p.l.c.
Report of the Directors (continued)
For the year ended 31 December 2025
2
Financial Risk Management
The Group’s activities potentially expose it to financial risks, mainly market, liquidity and credit risk. These are further analysed in notes 14.1 to 14.4.
Principal risks and uncertainties
The Group's principal risks and uncertainties can be categorised as follows:
Operational risks
a)
Maintaining sufficient occupancy levels and generating sufficient cash flow to meet obligations as they fall due.
The Group expects to maintain current occupancy levels at both homes and generate sufficient cash flow to meet the Group’s obligations as they fall due.
There is the risk that the occupancy levels achieved may fall for various reasons including but not limited to reputational damage and/or a slowdown in the market. Reduced occupancy levels at either the Casa Antonia property or The Imperial property may adversely impact the Group’s revenue and general financial performance.
b)
Staff complement
The Group’s operations require the employment and retention of an appropriately skilled and trained workforce. There is a risk that St. George’s Care Ltd, as the operating company, may not be able to maintain or expand an appropriately skilled and trained workforce that is able to meet the existing or future care needs of residents for various reasons including but not limited to industry shortage, travel restrictions and an increase in wages which cannot be absorbed and/or recouped.
Should it not be possible to recruit accordingly thereby lessening the quality of the offering and this translates into decreased occupancy, or should it be possible to recruit but this results in increased wages and therefore operating costs which cannot be recouped through rates and/or other savings, the Group’s revenue and profitability may suffer.
c)
Competition
The industry in which the Group operates is highly competitive. In addition to normal competitive risks, the fact that the Company has opted to provide a high-quality offering at The Imperial property, thereby reducing the market available to it, may, should a competitor decide to open in the same space, cause a reduction in prices, resident losses and thinning margins, thereby having a potentially direct material adverse effect on the financial performance and profitability of the Group.
d)
Fixed costs
The fixed costs associated with the ownership of the Group’s aforementioned properties and the carrying out of the operations are substantial. A dip in demand and the inability to adjust fixed costs may adversely affect the Group’s profitability and financial condition.
St. Anthony Co. p.l.c.
Report of the Directors (continued)
For the year ended 31 December 2025
3
Principal risks and uncertainties – continued
e)
Medical claims and litigation
In addition to the risk of litigation typical operations may carry, the nature of the operations inherently exposes the Group to the risk of medical related litigation. Subject to the insurance arrangements the Group has in place, any actual or threatened medical related litigation against the Group could cause the Group to incur significant expenditure and may adversely impact on the Group’s future financial performance. The costs of such actions as well as increased insurance costs could also adversely affect the Group’s financial performance and profitability.
f)
Maintaining licence
The Group’s operations are conducted under a licence granted in terms of the OPSA – Older Persons Standards Authority (Act No. XXXVIII of 2023 of the Laws of Malta), with such licence being renewed on a yearly basis. Should the renewal of the licence be delayed for any reason (or ultimately not granted), either or both operations would be unable to continue, which would adversely impact the Group’s revenue and general financial performance.
g)
Changes to regulations
Any regulatory changes for the aged care industry may, in terms of compliance costs and other regulatory requirements, have an adverse impact on the properties and the manner in which the operations are carried out which could have a negative impact on the Group’s financial performance and profitability.
Future Developments
The Board’s main objective is focused on maintaining the present occupancy levels and earning sufficient revenue to cover the operating expenses and to build up cash reserves to settle the Group’s commitments as they fall due.
Directors
The following acted as directors of the Company for the period under review:
Mr Edward Vella
Ms Sarah Cassar
Mr Joshua Vella
Mrs Lora Cascun
Mr Joseph Zrinzo
Mr Stephen Paris
Directors’ Interest
As illustrated in Note 17 to these financial statements, only Mr Edward Vella, a member of the Board of Directors, has a beneficial interest in the shares of the Company.
St. Anthony Co. p.l.c.
Report of the Directors (continued)
For the year ended 31 December 2025
4
Auditors
CLA Malta have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the forthcoming annual general meeting.
Signed on behalf of the Board of Directors on 23 April 2026 by Mr Edward Vella (Chairman) and Dr Sarah Cassar (Managing Director) as per Directors’ Declaration on ESEF Annual Report submitted in conjunction with the Annual Report 2025.
____________________________ _____________________
Mr Edward Vella Dr Sarah Cassar
Chairman Managing Director
St. Anthony Co. p.l.c.
5
Directors’ Responsibilities
For the year ended 31 December 2025
The Companies Act, 1995 requires the directors to prepare financial statements for each financial period in accordance with generally accepted accounting principles and practice which give a true and fair view of the state of affairs of the Group and the holding company as at the end of each financial period and of the profit or loss of the Group and the holding company for that period. In preparing these financial statements, the directors are required to:
-adopt the going concern basis unless it is inappropriate to presume that the Group and the holding company will continue in business
-select suitable accounting policies and apply them consistently from one accounting period to another
-make judgements and estimates that are reasonable and prudent
-account for income and charges relating to the accounting period on the accruals basis
-value separately the components of asset and liability items and
-report comparative figures corresponding to those of the preceding accounting period.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Group and holding company and to enable them to ensure that the financial statements comply with the Companies Act, 1995 enacted in Malta.
This responsibility includes designing, implementing and maintaining such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. They are also responsible for safeguarding the assets of the Group and holding company and for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Statement of responsibility pursuant to the Capital Markets Rules of the Malta Financial Services Authority
The Directors confirm that, to the best of their knowledge:
•
the financial statements give a true and fair view of the financial position of the Group and the Company as at 31 December 2025, and of the financial performance and the cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union; and
•
in accordance with the Capital Markets Rules, the Directors' Report includes a fair review of the development and performance of the business and the position of the Group and the Company, together with a description of the principal risks and uncertainties that the Group and the Company face.
____________________________
Mr Edward Vella
obo/Directors
St. Anthony Co. p.l.c.
6
Corporate Governance – Statement of Compliance
For the year ended 31 December 2025
Introduction
St. Anthony Co. plc (the “Company”) is committed to observing the principles of transparency and responsible corporate governance. The Board considers compliance and corporate governance principles to constitute an important means of maintaining the confidence of present and future shareholders, bondholders, creditors, employees, business partners and the public. Pursuant to the requirements of the Capital Markets Rules issued by the Malta Financial Services Authority, the Company hereby reports on how it has complied with the Code of Principles of Good Corporate Governance (the “Code’’) contained in Appendix 5.1 of the Capital Markets Rules for the financial period ended 31 December 2025, which report details the extent to which the Code has been adopted, as well as the effective measures taken by the Company to ensure compliance with said Code during the reporting period.
The Board recognises that, in virtue of Capital Markets Rule 5.101, the Company is exempt from the requirement to disclose the information prescribed by Capital Markets Rules 5.97.1 to 5.97.3, 5.97.6 and 5.97.8.
For the purpose of this Statement of Compliance and during the period under review, the Group is defined as comprising the Company [as parent company], Goldvest Company Limited (C 18266) [the guarantor of the €15,500,000 4.55% Secured Bonds 2032 issued by the Company] and St. George’s Care Ltd (C 95621) [the operating arm of the Group currently carrying out the operation of the nursing and residential retirement homes at the Casa Antonia property and at the Imperial property, respectively].
Compliance with the Code
Principles 1 and 4 - The Board of Directors and its Responsibilities
The Board is responsible for overseeing the Company’s strategic planning process, as well as reviewing and monitoring management’s execution and attainment of financial projections. The Board delegates certain powers, authorities and discretions to the Audit Committee, as duly constituted in terms of the Capital Markets Rules, the role and competence of which committee are further described hereunder.
The Board of Directors has a composition that ensures that the Company is led by individuals who have the necessary skills and diversity of knowledge. It considers strategic issues, key projects and regularly monitors performance against delivery of the key targets of previously approved projections.
In fulfilling its mandate, the Board assumes responsibility for:
−reviewing the Company’s strategy on an on-going basis, as well as setting the appropriate business objectives
−reviewing the effectiveness of the Company’s system of internal controls
−implementing an appropriate organisational structure for planning, executing, controlling and monitoring business operations in order to achieve the Company’s objectives
−identifying and ensuring that significant risks are managed satisfactorily and
−ensuring that Company policies are being rigorously observed.
St. Anthony Co. p.l.c.
7
Corporate Governance – Statement of Compliance (continued)
For the year ended 31 December 2025
Principle 2 - Chairman and Managing Director
The roles of Chairman and Managing Director are occupied by separate individuals.
The role of Chairman of the Board of Directors is occupied by Mr Edward Vella. The Chairman is responsible to lead the Board and set its agenda. The Chairman ensures that the Board is in receipt of precise, timely and objective information and encourages active engagement by all members of the Board for discussion of all issues raised during Board meetings.
The Board has, to date, not deemed it necessary to appoint a Chief Executive Officer of the Company given the nature of the Company’s operations and sphere of activity; specifically, the Company is a special purpose vehicle set up to act as a financing company solely for the Group’s requirements. Dr Sarah Cassar acts as Managing Director as she is responsible for the overall management of Casa Antonia care home and The Imperial care home, both of which are operated by St. George’s Care Ltd.
Principle 3 – Composition of the Board
The Company’s Memorandum of Association provides that the Board of Directors shall consist of not less than four (4) and not more than seven (7) Directors. Each Director has one (1) vote. All Directors are appointed by means of an ordinary resolution of the shareholders of the Company in a general meeting. All directors are to retire from office at least once every three (3) years but shall be eligible for re-election. During the last Annual General Meeting of the Company held on 28 November 2025, the Company’s shareholders approved the re-appointment of the then-current Directors up to the next Annual General Meeting in accordance with the Company’s Articles of Association.
As at the date of this Statement and during the reporting period under review the members of the Board are as follows:
Mr Edward Vella – Chairman, Executive Director
Dr Sarah Cassar – Managing Director
Mr Joshua Vella - Executive Director
Mrs Lora Cascun - Independent, non-Executive Director
Mr Stephen Paris - Independent, non-Executive Director
Mr Joseph M. Zrinzo - Independent, non-Executive Director
Dr Luca Vella acts as Company Secretary.
Accordingly, as at the date of this statement, the Board consists of three (3) executive Directors, who are entrusted with the Company’s day-to-day management, and three (3) non-executive Directors, all of whom are also independent of the Company, whose main functions are to monitor the operations of the executive Directors and their performance, as well as to review any proposals tabled by the executive Directors.
In compliance with the Capital Markets Rules, the Board considers that the independent, non-executive Directors are independent of management and free from any business, family or other relationship with the Company, its controlling shareholder or its management that could materially interfere with the exercise of their independent judgment. In assessing the independence of the independent non-executive Directors, due notice has been taken of Capital Markets Rule 5.119. The composition of the Board has a balance of knowledge and experience, as well as a strong independent, non-executive presence, to allow continued scrutiny of performance, strategy and governance.
St. Anthony Co. p.l.c.
8
Corporate Governance – Statement of Compliance (continued)
For the year ended 31 December 2025
Principle 5 – Board Meetings
Meetings of the Board are held as frequently as considered necessary, with a minimum of four (4) meetings being held annually – the Board met four (4) times during 2025. The Board members are notified of forthcoming meetings at least seven (7) days before the said meeting.
In addition, the notification includes the issue of an agenda and any supporting documentation as necessary, in order to ensure that all meetings are of a highly effective nature and all participants are well informed and able to effectively contribute to Board decisions. Attendance with regards to Board meetings is recorded in the minutes of the meetings. Minutes of all Board and Audit Committee meetings are circulated to all members and kept on file by the Company Secretary.
Board and Audit Committee meetings are attended by the Group Chief Financial Officer, in order for the Board to have direct access to the financial results of the Group. This is also intended to ensure that the policies and strategies adopted by the Board are effectively implemented by the finance team and senior management.
The Board is headed by the Chairman, Mr Edward Vella. All executive Directors have more than 10 years’ work experience with the Group, whereas all independent, non-executive Directors have relevant experience related to the business in which the Group operates.
The remuneration of the Directors is reviewed periodically by the shareholders of the Company. Furthermore, the composition of the Board (which includes 3 independent, non-executive Directors) ensures that no individual has unfettered power of decision.
All Directors are kept adequately informed of all statutory and regulatory requirements connected to the business of the Company on an on-going basis by the Company’s in-house and external financial and legal advisors. The Directors are also kept updated with respect to their obligations in terms of the Market Abuse Regulation [Regulation (EU) No 596/2014] in view of their position as Restricted Persons (PDMRs and Persons having access to Internal Information) of the Company.
Principle 6 – Information and Professional Development
The Company firmly believes in the professional development of all the members within the organisation. The senior management team is responsible for establishing and implementing schemes which are aimed at maintaining and recruiting employees and management personnel. Furthermore, periodic training exercises are held for the Group’s employees to keep abreast of current technological and other relevant subject matter trends and practices. Directors are encouraged to talk directly to any member of management regarding any questions or concerns the Directors may have. Senior management are invited to attend Board meetings from time to time, when and as appropriate.
The Board delegates certain powers, authorities and discretions to the Audit Committee.
The Company’s Board has established an Audit Committee for the purpose of assisting the Board in fulfilling its responsibilities for overseeing the financial reporting process, the system of internal controls, the audit process and the process for monitoring compliance with applicable laws and regulations. The Audit Committee also acts to facilitate communication between the Board, management and the external auditors. The Audit Committee reports directly to the Board.
St. Anthony Co. p.l.c.
9
Corporate Governance – Statement of Compliance (continued)
For the year ended 31 December 2025
Principle 6 – Information and Professional Development (continued)
The Audit Committee scrutinizes and monitors related party transactions. It considers the materiality and the nature of the related party transactions carried out by the Company to ensure that the arms’ length principle is adhered to at all times. As part of its duties, the Committee receives and considers reports on the historic and projected financial performance of the Group and the audited statutory financial statements of the companies comprising the Group. The Audit Committee is also tasked with assessing any potential conflicts of interest between the duties of the Directors and their respective private interests or duties unrelated to the Company, to ensure that any potential abuse is managed, controlled and resolved in the best interests of the Company and according to law.
The Board has formally appointed the following three (3) individuals as the members of the Audit Committee:
Stephen Paris – Chairman & Independent, non-Executive Director
Lora Cascun – Independent, non-Executive Director
Joseph M. Zrinzo – Independent, non-Executive Director
Audit Committee members are appointed for a one (1) year term of office. Such term is automatically renewed for further periods of one (1) year each unless otherwise determined by the Board of Directors of the Company. The Audit Committee meets at least four (4) times a year, with additional meetings to be called at the discretion of the Chairperson of the Audit Committee, presently Mr Stephen Paris. The Audit Committee met four (4) times during 2025. The Chairperson will also call a meeting of the Audit Committee if required by any Committee member, by senior management or by the external auditors of the Company. In compliance with the Capital Markets Rules, Mr Stephen Paris is considered to be the member competent in accounting and/or auditing matters. The Company considers that the members of the Audit Committee have the necessary experience, independence and standing to hold office as members thereof.
Principle 9 - Relations with shareholders and with the market
The Company is committed to having an open and communicative relationship with its shareholders and bondholders. The market is kept updated with all relevant information concerning the Company via the publication of Company Announcements in terms of the Capital Markets Rules and, furthermore, the Company regularly publishes such information on its website to ensure continuous relations with the market, including but not limited to the interim and annual financial statements.
Principle 11 - Conflicts of Interest
Directors are expected to always act in the best interests of the Company and its shareholders and investors. In accordance with the provisions of the Articles of Association of the Company, any actual, potential or perceived conflict of interest must be immediately declared by a director to the other members of the Board, who then (also possibly through a referral to the Audit Committee) decides on whether such a conflict exists. In the event that the Board perceives such interest as conflicting with the relative Director’s duties, said Director shall not vote at a meeting of Directors in respect of any contract, arrangement or proposal in which he/she has a material interest, whether direct or indirect.
Specifically, in accordance with Article 88.3 of the Articles of Association of the Company, a Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract or in any transaction or arrangement (whether or not constituting a contract) with the Company shall declare the nature of his/her interest at a meeting of the Directors and, save for as provided in the Articles, a Director shall not vote in respect of any contract or proposed contract or arrangement, transaction or any other proposal whatsoever in which he/she has any material interest otherwise than by virtue of his/her interests in shares or debentures or other securities of or otherwise in or through the Company.
St. Anthony Co. p.l.c.
10
Corporate Governance – Statement of Compliance (continued)
For the year ended 31 December 2025
Principle 12 - Corporate Social Responsibility
The Board is mindful of and seeks to adhere to sound principles of corporate social responsibility in its management practices. This helps the Group develop strong relationships with its stakeholders and create long-term value for society and its business. The Group is committed to play an effective role in the country’s sustainable development, whilst tangibly proving itself to be a responsible citizen of the community in which it operates. The Group continues to support a number of different local initiatives aimed at improving the quality of life of the local communities it supports.Additionally, the Group retains active links with the communities surrounding its properties and supports a number of cultural initiatives and charitable causes.
The Group is committed to the conservation and celebration of local heritage, with dedicated efforts aimed at preserving and enhancing historical properties, in particular the original structure of The Imperial on Rudolph Street, Sliema. Recognition of the exemplary transformation of one of the oldest buildings in Sliema was given by the Malta Architecture and Spatial Planning Award Committee who awarded the Imperial with the Hospitality, Tourism, Accommodation and Leisure Award. The Group works closely with local authorities in an effort to improve the public spaces surrounding its properties.
As a provider of a social service, the Group is committed to being an active member of civil society. The Group provides support to various cultural organizations, mainly through sponsorships and the provision of premises and logistical support, as well as via the holding of fund-raising events in aid of local charitable causes.
The Group further prides itself in being a catalyst in the promotion of intra-generational opportunities, working hard to introduce people from the younger generation into the communities within its Care Homes.
In respect of the environment and reduction of carbon footprint through innovation and sustainability. The Group invests heavily in its maintenance and engineering department to ensure that all owned buildings are as energy efficient as possible.
More specifically, in line with applicable Maltese legislation and regulatory frameworks, the Company integrates Environmental, Social and Governance (ESG) principles and corporate social responsibility (CSR) considerations into its strategic decision-making, risk management, and operational practices to promote sustainable business growth and environmental and social responsibility. The Board shall continue to assess the Company’s impact on the environment and society, adopting best practices to minimize its carbon footprint and enhance workplace diversity and inclusion, among other initiatives. The Company remains dedicated to fulfilling all legal and regulatory requirements concerning ESG and CSR, in alignment with international best practices and stakeholder expectations.
Internal Control
The Board is ultimately responsible for the Company’s system of internal controls and for reviewing its effectiveness. The directors of the Company are aware that internal control systems are designed to manage, rather than eliminate, the risk of failure to achieve business objectives of the Company, and can only provide reasonable, and not absolute, assurance against normal business risks.
During the financial year under review, the Company operated a system of internal controls which provided reasonable assurance of effective and efficient operations covering all controls, including financial and operational controls and compliance with laws and regulations. Processes are in place for identifying, evaluating and managing the significant risks faced by the Company.
St. Anthony Co. p.l.c.
11
Corporate Governance – Statement of Compliance (continued)
For the year ended 31 December 2025
Principle 12 - Corporate Social Responsibility (continued)
Internal Control (continued)
Other key features of the system of internal control adopted by the Company in respect of its own internal control as well as the control of its subsidiaries and affiliates are as follows:
Risk identification
The Board, with the assistance of the management team of the Company, is responsible for the identification and evaluation of key risks applicable to the areas of business in which the Company and its subsidiaries are involved. These risks are assessed on a continual basis and any potential exposure is discussed regularly at Board and management level, with a view to the mitigation thereof, where possible.
Information and communication
Periodic strategic reviews which include consideration of long-term financial projections, and the evaluation of business alternatives are regularly convened by the Board. Regular budgets are prepared and performance against these plans is actively monitored and reported to the Board.
In conclusion, the Board considers that the Company has generally been in compliance with the principles of the Code throughout the period under review as befits a company of its size and nature.
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 Directors. The independent, non-executive Directors received €24,000 in aggregate for directorship services rendered during 2025. No part of the remuneration paid to the independent, non-executive Directors is performance based. None of the Directors, in their capacity as Director of the Company, is entitled to profit sharing, share options or pension benefits.
Non-compliance with the Code
Other than as stated below, the Company has fully implemented the principles set out in the Code:
Principle 7 - Evaluation of the Board’s performance
Under the present circumstances, the Board of the Company does not consider it necessary to appoint a committee to carry out a performance evaluation of its role, as the Board’s performance is evaluated on an on-going basis by, and is subject to the constant scrutiny of, the Company’s shareholders and the rules by which the Company is regulated as a listed company.
Principle 8 - Nomination Committee and Remuneration Committee
The Board of Directors considers that the size and operation of the Company does not warrant the setting up of nomination and remuneration committees. Given that the Company does not have any employees other than the Directors and the company secretary it is not considered necessary for the Company to maintain a remuneration committee. Similarly, the Company has not incorporated a nomination committee. Appointments to the Board of Directors are determined by the shareholders of the Company in accordance with the Company’s Memorandum and Articles of Association. The Company considers that the members of the Board possess the level of skill, knowledge and experience expected in terms of the Code.
St. Anthony Co. p.l.c.
12
Corporate Governance – Statement of Compliance (continued)
For the year ended 31 December 2025
Principle 10 – Institutional Shareholders
The Company is ultimately privately beneficially owned and has no institutional shareholders, therefore Principle 10 does not, at present, apply to the Company.
Approved by the Board of Directors on 23 April 2026.
_______________________Mr Stephen Paris
Director and Chairman of Audit Committee
St. Anthony Co. p.l.c.
13
CLA Malta Malta is a Civil Partnership registered in Malta bearing registration number LPA-92, with offices at CLA Malta, The Core, Valley Road, Msida MSD9021, Malta (EU)
CLA Malta is an independent network member of CLA Global.
See CLAglobal.com/disclaimer
Independent Auditors’ Report
To the shareholders of St. Anthony Co. p.l.c.
Opinion
In our opinion, the Consolidated and Parent Company financial statements of St. Anthony Co, p.l.c. give a true and fair view of the Group’s and the Parent Company’s financial position as at 31 December 2025, and of the Group’s and the Parent Company’s financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs) as adopted by the EU and have been prepared in accordance with the requirements of the Maltese Companies Act (Cap. 386).
Our opinion is consistent with our additional report to the audit committee.
What we have audited
St Anthony Co. plc’s financial statements comprise:
•the Consolidated and Parent Company statements of financial position as at 31 December 2025;
•the Consolidated and Parent Company income statements and statement of comprehensive income for the year then ended;
•the Consolidated and Parent Company statement of changes in equity for the year then ended;
•the Consolidated and Parent Company statement of cash flows for the year then ended; and
•the Notes to the Financial Statements, which include significant accounting policies and other explanatory information.
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 Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Group and the Parent Company in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevant to our audit of the financial statements in accordance with the Accountancy Profession (Code of Ethics for Warrant Holders) Directive issued in terms of the Accountancy Profession Act (Cap. 281) in Malta, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, we declare that we have not provided any non-audit services to the Group and the Parent Company that are prohibited under applicable laws and regulations in Malta, including Article 18A of the Accountancy Profession Act (Cap. 281), and that permitted non-audit services, namely tax return services, were provided during the year with appropriate safeguards in place to ensure our independence was not compromised.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
St. Anthony Co. p.l.c.
14
CLA Malta Malta is a Civil Partnership registered in Malta bearing registration number LPA-92, with offices at CLA Malta, The Core, Valley Road, Msida MSD9021, Malta (EU)
CLA Malta is an independent network member of CLA Global.
See CLAglobal.com/disclaimer
Independent Auditors’ Report (continued)
Key Audit Matters (continued)
Property, plant and equipment
The Group’s property portfolio, with a carrying amount of €54,537,020 as at 31 December 2025, represents a significant proportion of total assets and is measured at fair value.
The fair value of the properties is determined primarily using discounted cash flow models prepared by management, which involve projecting future cash flows and discounting them using an appropriate discount rate.
The valuation is inherently subjective due to the significant judgement involved in determining key assumptions, particularly the discount rate applied (9% as at year-end), expected future cash flows, and long-term growth assumptions.
External architect valuations are used by management as a corroborative input rather than as the primary basis for determining fair value.
Given the materiality of the balance and the high degree of estimation uncertainty, particularly in relation to the discount rate and projected cash flows, this area was considered to be of most significance in our audit.
Relevant references in the financial statements:
•Accounting policy: Note 6.7;
•Note on fair value of property: Note 11.3;
As part of our audit we performed the following procedures:
•Evaluating the design and implementation of key controls over the Group’s property valuation process by inquiring of management and those responsible for the valuation process;
•Assessing the appropriateness of the valuation methodology applied by management, including the use of discounted cash flow models;
•Assessing the reasonableness of key assumptions, including projected cash flows, by comparing these to historical performance and approved budgets;
•Testing the mathematical accuracy of the valuation models;
•Challenging the discount rate applied by management, including benchmarking against market data and considering asset-specific risk factors;
•Evaluating the role and relevance of external architect valuations used as corroborative evidence; and
•Assessing the adequacy of the related disclosures in the financial statements.
Other Information
The directors are responsible for the other information. The other information comprises the Report of the Directors, the Statement of Directors’ Responsibilities and the Corporate Governance Statement of Compliance. Our opinion on the financial statements does not cover this information and we do not express a form of assurance conclusion thereon.
St. Anthony Co. p.l.c.
15
CLA Malta Malta is a Civil Partnership registered in Malta bearing registration number LPA-92, with offices at CLA Malta, The Core, Valley Road, Msida MSD9021, Malta (EU)
CLA Malta is an independent network member of CLA Global.
See CLAglobal.com/disclaimer
Independent Auditors’ Report (continued)
Other Information
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Report on Corporate Governance
The Capital Market Rules issued by the Malta Financial Services Authority require the Directors to prepare and include in their Annual Report a Statement of Compliance providing an explanation of the extent to which they have adopted the Code of Principles of Good Corporate Governance and the effective measures that they have taken to ensure compliance throughout the accounting period with those Principles.
The Capital Market Rules also require the auditor to include a report on the Statement of Compliance prepared by the Directors.
We read the Statement of Compliance and consider the implications for our report if we became aware of any apparent misstatement or material inconsistencies with the financial statements included in the Annual Report. Our responsibilities do not extend to considering whether this statement is consistent with any other information included in the annual return.
We are not required to, and we do not, consider whether the Board’s statements on internal control included in the Statement of Compliance cover all risks and controls, or form an opinion on the effectiveness of the Group and Parent Company’s corporate governance procedures or its risks and control procedures.
In our opinion, the Statement of Compliance set out on pages 5 to 11 has been properly prepared in accordance with the requirements of the Capital Market Rules issued by the Malta Financial Services Authority.
We also read other information contained in the Annual Report and consider whether it is consistent with the audited financial statements. Our responsibilities do not extend to any other information.
With respect to the Report of the Directors, we also considered whether the Report of the Directors includes the disclosures required by Article 177 of the Maltese Companies Act (Cap. 386). Based on the work we have performed in our opinion:
•the information given in the Report of the Directors, for the financial year for which the financial statements are prepared is consistent with the financial statements; and
•the Report of the Directors has been prepared in accordance with the Maltese Companies Act (Cap. 386).
In addition, in light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we are required to report if we have identified material misstatements in the Report of the Directors. We have nothing to report in this regard.
St. Anthony Co. p.l.c.
16
CLA Malta Malta is a Civil Partnership registered in Malta bearing registration number LPA-92, with offices at CLA Malta, The Core, Valley Road, Msida MSD9021, Malta (EU)
CLA Malta is an independent network member of CLA Global.
See CLAglobal.com/disclaimer
Independent Auditors’ Report (continued)
Report on Other Legal and Regulatory Requirements
Report on compliance with the requirements of the European Single Electronic Format Regulatory Technical Standard (the “ESEF RTS”), by reference to Capital Market Rule 5.55.6
The annual financial report is required to be prepared in XHTML format, with the consolidated financial statements marked up using iXBRL, tagging, in accordance with the requirements of the European Single Electronic Format Regulatory Technical Standard (the “ESEF RTS”).
We have undertaken a reasonable assurance engagement in accordance with the requirements of Directive 6 issued by the Accountancy Board in terms of the Accountancy Profession Act (Cap. 281) – the Accountancy Profession (European Single Electronic Format) Assurance Directive (the “ESEF Directive 6”) on the annual financial report of St. Anthony Co p.l.c for the year then ended 31 December 2025.
Responsibility of the directors
The directors are responsible for the preparation of the annual financial report and the relevant mark-up requirements therein, by reference to Capital Market Rule 5.56A, in accordance with the requirements of the ESEF RTS.
Our responsibilities
Our responsibility is to obtain reasonable assurance about whether the annual financial report and the relevant electronic tagging therein comply in all material respects with the ESEF RTS based on the evidence we have obtained. We conducted our reasonable assurance engagement in accordance with the requirements of ESEF Directive 6.
Our procedures included:
Obtaining an understanding of the entity’s financial reporting process, including the preparation of the annual financial report, in accordance with the requirements of the ESEF RTS.
Obtaining the annual financial report and performing validations to determine whether the annual financial report has been prepared in accordance with the requirements of the technical specifications of the ESEF RTS.
Examining the information in the annual financial report to determine whether all the required tagging therein have been applied and whether, in all material respects, they are in accordance with the requirements of the ESEF RTS.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Opinion
In our opinion, the annual financial report for the year ended 31 December 2025 has been prepared, in all material respects, in accordance with the requirements of the ESEF RTS.
St. Anthony Co. p.l.c.
17
CLA Malta Malta is a Civil Partnership registered in Malta bearing registration number LPA-92, with offices at CLA Malta, The Core, Valley Road, Msida MSD9021, Malta (EU)
CLA Malta is an independent network member of CLA Global.
See CLAglobal.com/disclaimer
Independent Auditors’ Report (continued)
Responsibilities of the Directors
The Directors are responsible for the preparation of the financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the EU, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group and Parent Company’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 the Directors either intend to liquidate the Group and the Parent Company or to cease operations, or has no realistic alternative but to do so.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors’ Report that includes our opinion. Reasonable assurance is a high level of assurance but this 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
•identify and assess the risks of material misstatement of the 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 and Parent Company’s internal control.
•evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors.
•conclude on the appropriateness of the Directors’ 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 and Parent Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors’ Report to the related disclosures in the 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 Auditors’ Report. However, future events or conditions may cause the Group and Parent Company to cease to continue as a going concern.
St. Anthony Co. p.l.c.
18
CLA Malta Malta is a Civil Partnership registered in Malta bearing registration number LPA-92, with offices at CLA Malta, The Core, Valley Road, Msida MSD9021, Malta (EU)
CLA Malta is an independent network member of CLA Global.
See CLAglobal.com/disclaimer
Independent Auditors’ Report (continued)
Auditors’ Responsibilities for the Audit of the Financial Statements (continued)
•evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with the Directors 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.
Matters on which we are required to report by exception under the Companies Act
Our responsibilities
We have responsibilities under the Companies Act, 1995 enacted in Malta to report to you if, in our opinion:
•The information given in the Report of the Directors is not consistent with the financial statements.
•Adequate accounting records have not been kept.
•The financial statements are not in agreement with the accounting records and returns.
•We have not received all the information and explanations we require for our audit.
Our opinion
We have nothing to report to you in respect of these responsibilities.
Use of our Report
Our report, including the opinions, has been prepared for the Parent’s Company’s shareholders as a body in accordance with Article 179 of the Maltese Companies Act (Cap. 386) and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior written consent.
St. Anthony Co. p.l.c.
19
CLA Malta Malta is a Civil Partnership registered in Malta bearing registration number LPA-92, with offices at CLA Malta, The Core, Valley Road, Msida MSD9021, Malta (EU)
CLA Malta is an independent network member of CLA Global.
See CLAglobal.com/disclaimer
Independent Auditors’ Report (continued)
Matters on which we are required to report by exception under the Companies Act (continued)
Auditor Tenure
We were first appointed as auditors of the Company on 15 January 2021. Our appointment has been renewed annually by shareholders’ resolution representing a total uninterrupted period of engagement of 6 years.
Bernard Charles Gauci (Partner) for and on behalf of
CLA Malta
Certified Public Accountants
Msida
Malta
23 April 2026
St. Anthony Co. p.l.c.
20
Statements of Profit or Loss and Other Comprehensive Income
For the year ended 31 December 2025

| Note | Group |  | Company
|  | 2025 | 2024 |  | 2025 | 2024
|  | € | € |  | € | €
Revenue | 7 | 15,273,373 | 14,002,061 |  | 1,810,125 | 1,834,422
Cost of sales | 8.1 | (10,296,805) | (9,550,580) |  | - | -
Gross profit |  | 4,976,568 | 4,451,481 |  | 1,810,125 | 1,834,422
Administration expenses | 8.1 | (1,564,419) | (1,594,616) |  | (137,685) | (88,998)
Operating profit |  | 3,412,149 | 2,856,865 |  | 1,672,440 | 1,745,424
Finance costs | 8.2 | (1,812,939) | (1,798,631) |  | (947,713) | (966,088)
Profit before tax |  | 1,599,210 | 1,058,234 |  | 724,727 | 779,336
Income tax | 9 | (582,563) | (382,962) |  | (156) | (391)
Profit for the year |  | 1,016,647 | 675,272 |  | 724,571 | 778,945
Other Comprehensive Income for the year |  |  |  |  |  |
Other Comprehensive Income |  | (64,086) | 5,102,296 |  | - | -
Deferred Tax on Revaluation |  | 11,254 | (463,304) |  | - | -
|  | (52,832) | 4,638,992 |  | - | -
Total comprehensive income for the year |  | 963,815 | 5,314,264 |  | 724,571 | 778,945
Total comprehensive income attributable to: |  |  |  |  |  |
Owners of the Company |  | 963,815 | 5,314,264 |  | 724,571 | 778,945
Earnings per share | 10 | 0.07 | 0.05 |  | 0.05 | 0.05

St. Anthony Co. p.l.c.
21
Statement of Financial Position
As at 31 December 2025

| Note | Group |  | Company
|  | 2025 | 2024 |  | 2025 | 2024
|  | € | € |  | € | €
Assets |  |  |  |  |  |
Property, plant and equipment | 11.1 | 65,112,552 | 65,903,573 |  | - | -
Investment in subsidiaries | 16 | - | - |  | 14,827,061 | 14,827,061
Investment in financial assets | 12.5 | - | - |  | 20,261,895 | 20,261,895
Deferred tax | 11.4 | 18,647 | 601,055 |  | - | -
Total non-current assets |  | 65,131,199 | 66,504,628 |  | 35,088,956 | 35,088,956
Inventories | 11.6 | 241,409 | 219,330 |  | - | -
Trade and other receivables | 12.1 | 1,849,116 | 1,426,904 |  | 3,529,204 | 2,227,256
Current tax assets |  | 63,077 | - |  | 63,077 | 35,098
Cash and cash equivalents | 12.4 | 2,415,468 | 2,046,934 |  | 222,504 | 616,806
Total current assets |  | 4,569,070 | 3,693,168 |  | 3,814,785 | 2,879,160
Total assets |  | 69,700,269 | 70,197,796 |  | 38,903,741 | 37,968,116
Liabilities |  |  |  |  |  |
Borrowings | 12.3 | 34,694,279 | 35,707,279 |  | 19,431,733 | 19,544,428
Deferred tax | 11.5 | 3,898,976 | 3,910,229 |  | - | -
Total non-current liabilities |  | 38,593,255 | 39,617,508 |  | 19,431,733 | 19,544,428
Borrowings | 12.3 | 979,766 | 956,867 |  | 2,159,090 | 1,821,308
Trade and other payables | 12.2 | 3,356,310 | 3,815,907 |  | 653,825 | 667,858
Current tax |  | - | 391 |  | - | -
Total current liabilities |  | 4,336,076 | 4,773,165 |  | 2,812,915 | 2,489,166
Total liabilities |  | 42,929,331 | 44,390,673 |  | 22,244,648 | 22,033,594
Net assets |  | 26,770,938 | 25,807,123 |  | 16,659,093 | 15,934,522

St. Anthony Co. p.l.c.
22
Statement of Financial Position
As at 31 December 2025

| Note | Group | Company
|  | 2025 | 2024 | 2025 | 2024
|  | € | € | € | €
Equity |  |  |  |  |
Share capital | 13.1 | 14,676,284 | 14,676,284 | 14,676,284 | 14,676,284
Revaluation reserve | 13.2 | 15,100,106 | 15,152,938 | - | -
Reorganisation reserve | 13.3 | (1,241,057) | (1,241,057) | - | -
Accumulated losses/ Retained Earnings |  | (1,764,395) | (2,781,042) | 1,982,809 | 1,258,238
Equity attributable to owners of the Company |  | 26,770,938 | 25,807,123 | 16,659,093 | 15,934,522

These financial statements set out on pages 19 to 63 were approved by the Board of Directors and authorised for issue on 23 April 2026 and signed on its behalf by Edward Vella (Chairman) and Sarah Cassar (Managing Director) as per Directors’ declaration on ESEF Annual Report submitted in conjunction with Annual Report 2025.
_____________________________ _____________________________
Mr Edward Vella Dr Sarah Cassar
Chairman Managing Director
St. Anthony Co. p.l.c.
23

Statement of Changes in Equity |  |  |  |  |
Group |  |  |  |  |
| Share Capital | Reorganisation Reserve | Revaluation Reserve | Accumulated Losses | Total
| € | € | € | € | €
Balance as at 1 January 2024 | 14,676,284 | (1,241,057) | 10,513,946 | (3,456,314) | 20,492,859
Profit for the year | - | - | - | 675,272 | 675,272
Revaluation | - | - | 4,638,992 | - | 4,638,992
Balance at 31 December 2024 | 14,676,284 | (1,241,057) | 15,152,938 | (2,781,042) | 25,807,123

Changes in equity for 2025 |  |  |  |  |
Profit for the year | - | - | - | 1,016,647 | 1,016,647
Revaluation | - | - | (52,832) | - | (52,832)
Balance at 31 December 2025 | 14,676,284 | (1,241,057) | 15,100,106 | (1,764,395) | 26,770,938

Company |  |  |
| Share Capital | Retained Earnings | Total
| € | € | €
Balance as at 1 January 2024 | 14,676,284 | 479,293 | 15,155,577
Profit for the year | - | 778,945 | 778,945
Balance as at 31 December 2024 | 14,676,284 | 1,258,238 | 15,934,522
Profit for the year | - | 724,571 | 724,571
Balance as at 31 December 2025 | 14,676,284 | 1,982,809 | 16,659,093

St. Anthony Co. p.l.c.
24

Statement of Cash Flows |  |  |  |  |  |
For the year ended 31 December 2025 |  |  |  |  |  |
| Note | Group |  | Company
|  | 2025 | 2024 |  | 2025 | 2024
|  | € | € |  | € | €
Cash flows from operating activities |  |  |  |  |  |
Profit before tax |  | 1,599,210 | 1,058,234 |  | 724,727 | 779,336
Adjustments for: |  |  |  |  |  |
Depreciation |  | 1,211,498 | 1,202,656 |  | - | -
Expected credit losses |  | 131,889 | 96,335 |  | 75,118 | (7,376)
Amortisation of bond expenses |  | 39,314 | 39,463 |  | 39,314 | 39,463
Interest excluding amortisation |  | 1,707,714 | 1,717,404 |  | 891,023 | 907,966
Operating profit before working capital changes: |  | 4,689,625 | 4,114,092 |  | 1,730,182 | 1,719,389
Movement in trade and other receivables |  | (506,962) | (107,112) |  | (1,301,948) | (1,175,224)
Movement in inventories |  | (22,079) | (68,829) |  | - | -
Movement in trade and other payables |  | (386,014) | (366,035) |  | (91,909) | (14,814)
Cash generated from operations |  | 3,774,570 | 3,572,116 |  | 336,325 | 529,351
Interest paid |  | (1,170,492) | (1,141,163) |  | (705,250) | (705,250)
Tax paid |  | (63,624) | (2,400) |  | (28,136) | -
Net cash inflow/(outflow) from operating activities |  | 2,540,454 | 2,428,553 |  | (397,061) | (175,899)
Cash flows from investing activities |  |  |  |  |  |
Payment for property, plant and equipment |  | (484,562) | (531,630) |  | - | -
Net cash outflow from investing activities |  | (484,562) | (531,630) |  | - | -
Cash flows from financing activities |  |  |  |  |  |
(Repayments of)/proceeds from bank loans |  | (186,210) | 3,010,860 |  | - | -
Movement in related parties balances |  | (1,498,918) | (4,820,663) |  | - | -
Net cash outflow from financing activities |  | (1,685,128) | (1,809,803) |  | - | -
Net movement in cash and cash equivalents |  |  |  |  |  |
Cash and cash equivalents |  | 370,764 | 87,120 |  | (397,061) | (175,899)
Cash and cash equivalents at beginning of year |  | 2,046,934 | 1,958,927 |  | 616,806 | 793,945
Expected credit losses on bank balances |  | (2,230) | 887 |  | 2,759 | (1,240)
Cash and cash equivalents at end of year | 12.4.1 | 2,415,468 | 2,046,934 |  | 222,504 | 616,806

St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
25
1
REPORTING ENTITY AND OTHER INFORMATION
St. Anthony Co. p.l.c. (the Company) is a public limited liability company incorporated in Malta. The registered office and the registration number of the Company are disclosed in the introduction to the annual report. The principal activities of the Company and its subsidiaries (the Group) are described in the Report of the Directors.
2
BASIS OF ACCOUNTING
2.1 Accounting Standards
The Company’s and the Group’s financial statements are prepared in accordance with IFRSs as adopted by the European Union. They were authorised for issue by the Company’s board of directors on 23 April 2026.
The financial statements have been prepared on the historical cost basis, except for land and buildings, which are stated at their revalued amounts.
The preparation of financial statements in conformity with IFRSs as adopted by the EU requires the use of certain accounting estimates. It also requires directors to exercise their judgement in the process of applying the Company’s and the Group’s accounting policies. Estimates and judgements are continually evaluated and based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. Details of the significant judgements and estimates are included in Note 5.
Details of the material accounting policies are included in Note 6.
2.2 Going Concern
As at 31 December 2025, the Group’s current assets exceeded its current liabilities by €232,994 (2024: current liabilities exceeded its current assets €1,079,997). Additionally, the Group’s total assets exceeded its total liabilities by €26,770,938 (2024: €25,807,123). As at 31 December 2025, the Company’s current assets exceeded its current liabilities by €1,001,870 (2024: €389,994) .
The average occupancy level at The Imperial for the year ended 31 December 2025 stood at 98% (2024: 94%), resulting in an improvement of 4 percentage points. On the other hand, the average occupancy level for the year ended 31 December 2025 at Casa Antonia stood at 97% (2024: 96%) resulting in an improvement of 1 percentage point.
The Group’s corporate and operational structure gives rise to a high level of interaction and reciprocal reliance between the various Group companies. For this reason, the Company’s financial position assumes the continued support of the parent company and each of the individual asset-owning and operating companies.
These financial statements have been prepared on a going concern basis, which assumes that the Group will continue in operations for the foreseeable future and that its liabilities will continue to be settled as and when they fall due.
On the basis of the financial projections prepared by management, it would appear that the Group will be in a position to sustain its operations and debt servicing obligations for the reasonably foreseeable future.
For this reason, the directors believe that the preparation of these financial statements, on a going concern basis, remains appropriate.
St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
26
3
FUNCTIONAL AND PRESENTATION CURRENCY
These financial statements are presented in Euro, which is also the Group and Company’s functional currency (being the currency of the primary economic environment in which the company operates).
4
APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs) New standards, interpretations and amendments adopted from 1 January 2025
During the year ended 31 December 2025, the Group has applied a number of amendments to IFRS issued by the International Accounting Standards Board (IASB) that are mandatorily effective for an accounting period that begins on 1 January 2025. Their adoption did not have any material impact on the disclosures or on the amounts reported in these financial statements.
Lack of exchangeability (Amendment to IAS 21 The Effects of Changes in Foreign Exchange Rates)
On 15 August 2023, the IASB issued Lack of Exchangeability which amended IAS 21 The Effects of Changes in Foreign Exchange Rates (the Amendments). The Amendments introduce requirements to assess when a currency is exchangeable into another currency and when it is not. The Amendments require a company to estimate the spot exchange rate when it concludes that a currency is not exchangeable into another currency.
There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods and that the Group has decided not to adopt early.
The following amendments are expected to be effective for the annual reporting period beginning 1 January 2026 (following the EU endorsement process):
•Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)
•Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS7)
•Annual Improvements to IFRS Accounting Standards – Volume 11
The following standards and amendments are expected to be effective for the annual reporting period beginning 1 January 2027 (following the EU endorsement process):
•IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 18 will replace IAS 1 Presentation of Financial Statements and applies for annual reporting periods beginning on or after 1 January 2027. The new accounting standard introduces the following key new requirements.
−Entities are required to classify all income and expenses into five categories in the statement of profit or loss, namely the operating, investing, financing, discontinued operations and income tax categories. Entities are also required 'to present a newly defined operating profit subtotal. Entities' net profit will not change.
−Management-defined performance measures (MPMs} are disclosed in a single note in the financial statements.
−Enhanced guidance is provided on how to group information in the financial statements
In addition, all entities are required 'to use the operating profit subtotal as 'the starting point for the statement of cash flows when presenting operating cash flows under the indirect method.
St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
27
4
APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs) (continued)
The Group is still in the process of assessing the impact of the new accounting standard, particularly with respect 'to 'the structure of 'statement of profit or loss, the statement of cash flows and the additional disclosures required for MPMs. The Group is also assessing the impact on how information is grouped in the financial statements.
•IFRS 19 Subsidiaries without Public Accountability: Disclosures (standard issued on 9 May 2024 and amendments issued on 21 August 2025)
•Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Translation to a Hyperinflationary Presentation Currency (issued on 13 November 2025)
5
USE OF JUDGEMENTS AND ESTIMATES
In preparing these financial statements, management has made judgements and estimates that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.
5.1 Judgements
Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the financial statements is included in the following Notes:
-Estimation of current tax payable and current tax expense – Note 9
-Estimated useful life of property, plant and equipment – Note 11.2
-Recognition of deferred tax assets/(liabilities) – Note 11.4 and 11.5
-Estimated fair value of land and buildings – Note 11.3
6
ACCOUNTING POLICIES
6.1 PRINCIPLES OF CONSOLIDATION
6.1.1 Subsidiaries
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the holding company.
Subsidiaries are entities over which the parent company has control. The parent company controls an entity when it is exposed to, or has the right to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
Unless the Group applies a different accounting policy for combinations of entities or businesses under common control, the acquisition of subsidiaries is accounted for by applying the acquisition method. The consideration is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the acquirer in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred, except for costs to issue debt or equity securities.
The acquiree’s identifiable assets and liabilities that meet the conditions for recognition are recognised at their fair values at the acquisition date, except as otherwise required by IFRS 3.
St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
28
6 ACCOUNTING POLICIES (continued)
6.1 PRINCIPLES OF CONSOLIDATION (continued)
6.1.1 Subsidiaries (continued)
A contingent liability assumed in a business combination is recognised at the acquisition date if there is a present obligation that arises from past events and its fair value can be measured reliably. Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset.
The accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the parent company.
Non-controlling interests in the acquiree that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation may be initially measured either at the present ownership instruments’ proportionate share in the recognised amounts of the acquiree’s identifiable net assets or at fair value.
The choice of measurement basis is made on an acquisition-by-acquisition basis. All other components of non-controlling interests shall be measured at their acquisition-date fair values unless another measurement basis is required. After initial recognition, non-controlling interests in the net assets consist of the amount of those interests at the date of the original business combination and the non-controlling interests’ share of changes in equity since the date of the combination.
Non-controlling interests in the net assets of consolidated subsidiaries are presented separately from the holding company’s owners’ equity therein. Non-controlling interests in the profit or loss and other comprehensive income of consolidated subsidiaries are also disclosed separately. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance.
No non-controlling interests arose as at 31 December 2025 and 31 December 2024.
Combinations of entities or businesses under common control
For combinations of entities or businesses under common control, the acquisition of subsidiaries is accounted for by applying predecessor accounting. Under predecessor accounting, the acquiree’s assets and liabilities are recognised at their carrying amounts (as adjusted, where necessary, to align accounting policies), without any adjustments to reflect fair values. No new goodwill is recognised as a result of the combination and the difference between the payable consideration and the carrying amounts of assets and liabilities is recognised directly in equity within Reorganisation Reserves.
6.2 GOODWILL
Goodwill arising in a business combination is recognised as an asset on the date that control is acquired (the acquisition date). Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non- controlling interests in the acquiree and in a business combination achieved in stages, the acquisition-date fair value of the acquirer’s previously held equity interest in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.
St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
29
6
ACCOUNTING POLICIES (continued)
6.2
GOODWILL (continued)
If, after reassessment, the Group’s interest in the fair value of the acquiree’s identifiable net assets exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held equity interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain. Goodwill is tested for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units expected to benefit from the synergies of the combination.
Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period. The business combinations undertaken by the Group up to 31 December 2025 (and up to the prior reported period) did not result in the recognition of goodwill.
While the business combinations undertaken by the Group up to 31 December 2025 (and up to the prior reporting period) have been assessed in line with the above, they did not result in the recognition of goodwill.
6.3
REVENUE RECOGNITION
The Group recognizes revenue through the operation and management of two residential care homes, providing services that include accommodation, personal care, and nursing support to residents. Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer, and excludes returns, trade allowances, rebates, and amounts collected on behalf of third parties.
Revenue is recognised as the Group satisfies its performance obligations, which are assessed based on the nature of the services provided. The Group’s performance obligations are satisfied over time, as residents simultaneously receive and consume the benefits of the services as they are delivered.
Fees charged to residents are based on the terms of their respective agreements and are invoiced in advance. Revenue is recognised on a straight-line basis over the period of service, reflecting the continuous transfer of control of services to the resident. The straight-line recognition over the period of service appropriately reflects the stage of completion of the performance obligations under IFRS 15 Revenue from Contracts with Customers, as it best represents the Group’s progress in transferring the promised services to residents.
Any amounts received in advance of services being rendered are recognised as liabilities represented within the trade and other payables on the statement of financial position and released to revenue as the services are delivered. The Group does not have significant elements of variable consideration, financing components, or costs to obtain or fulfil contracts with customers that require separate recognition.
St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
30
6
ACCOUNTING POLICIES (continued)
6.4
FOREIGN CURRENCY AMOUNTS
The financial statements of the Company are presented in its functional currency, the Euro, being the currency of the primary economic environment in which the Company operates.
Transactions in currencies other than the Company’s functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences arising on the settlement and on the re-translation of monetary items are recognised in profit or loss in the period in which they arise. Exchange differences arising on the translation of non-monetary items carried at fair value are included in profit or loss for the period, except for differences arising on the re-translation of non-monetary items in respect of which gains and losses are recognised in other comprehensive income. For such non-monetary items, any exchange component of that gain or loss is also recognised in other comprehensive income.
Foreign exchange gains and losses are included within operating profit, except in the case of significant exchange differences arising in investing or financing activities, which are classified within investment income, investment losses or finance costs as appropriate.
6.5
BORROWING COSTS
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready 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.
During the current and previous financial years, there were no such instances of the borrowing costs being capitalised, yet capitalised borrowing costs are to be included within the Non-Current Assets of the Group.
6.6
INCOME TAX
The income tax expense or credit for the period is the tax payable on the current period’s taxable income, based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the Maltese tax laws enacted or substantively enacted at the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the balance sheet liability method, on temporary differences arising between the tax basis of assets and liabilities and their carrying amounts. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill.
St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
31
6
ACCOUNTING POLICIES (continued)
6.6 INCOME TAX (continued)
Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in subsidiaries where the company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered. No amounts of deferred tax balances have been offset during the current and the prior period.
Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax 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 directly in equity, respectively.
6.7
PROPERTY, PLANT AND EQUIPMENT
The company’s property, plant, and equipment are classified into the following categories: freehold land and buildings, plant, machinery and equipment and furniture.
Property, plant and equipment are initially measured at cost.
Land and buildings are held for use in the production or supply of goods or services or administrative purposes.
Subsequent to initial recognition, land and buildings are stated at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are made for the entire class of land and buildings and with sufficient regularity such that the carrying amount does not differ materially from that which would be determined using fair values at the end of the reporting period.
All other property, plant and equipment is stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Cost may also include transfers from equity of any gains or losses on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment.
St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
32
6 ACCOUNTING POLICIES (continued)
6.7
PROPERTY, PLANT AND EQUIPMENT (continued)
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably. The carrying amount of any component accounted for as an asset is derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.
Increases in the carrying amounts arising on revaluation of land and buildings are recognised, net of tax, in other comprehensive income and accumulated in equity under the heading of revaluation reserve. To the extent that the increase reverses a decrease previously recognised in profit or loss for the same asset, the increase is first recognized in profit or loss to the extent of the decrease previously charged. Decreases that reverse previous increases of the same asset are first recognised in other comprehensive income to the extent of the remaining surplus attributable to the asset; all other decreases are charged to profit or loss.
Each year, the difference between depreciation based on the revalued carrying amount of the asset charged to profit or loss and depreciation based on the asset’s original cost, net of tax, is reclassified from the property, plant and equipment revaluation surplus to retained earnings.
The depreciation methods and useful lives used by the Group are disclosed in Note 11.2. The depreciation method applied, and the assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount as further disclosed in Note 6.8. Impairment are derecognised on disposal or when no future economic benefits are expected from their use or disposal. Gains and losses arising from derecognition are determined by comparing the net disposal proceeds, if any, with the carrying amount. These are included in profit or loss in the period of derecognition. When revalued assets are derecognised, it is the Group’s policy to transfer any attributable revaluation remaining in the revaluation reserve in respect of those assets to retained earnings.
6.8
IMPAIRMENT
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.
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 of the asset (or cash generating unit) 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.
St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
33
6 ACCOUNTING POLICIES (continued)
6.8 IMPAIRMENT (continued)
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 so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
6.9
INVENTORIES
Inventories held by the Group are made up of foods, beverages, and supplies which are stated at the lower of cost and net realisable value. Costs of inventories are determined using the weighted average cost basis. Net realisable value represents the estimated selling price for inventories in the ordinary course of business, less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.
When the net realisable value of inventories falls below cost, a write-down is recognised in profit or loss. Any subsequent increase in net realisable value, up to the amount of the original write-down, is recognised as a reversal of the write-down in the period in which the increase occurs.
6.10
INVESTMENTS IN SUBSIDIARIES
Investments in subsidiaries are stated at cost less any accumulated impairment losses in the separate financial statements of the Company. Dividends from the investment are recognised in profit or loss.
Investments in subsidiaries are tested for impairment in accordance with the accounting policy for “Impairment.”
6.11
FINANCIAL INSTRUMENTS
Financial assets and financial liabilities are recognised in the group’s statement of financial position when the group 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.
Financial assets
All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.
All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.
St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
34
6 ACCOUNTING POLICIES (continued)
6.11
FINANCIAL INSTRUMENTS (continued)
Classification of financial assets
Debt instruments that meet the following conditions are measured subsequently at amortised cost:
•the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows;
•the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Debt instruments that meet the following conditions are measured subsequently at fair value through other comprehensive income (FVTOCI):
•the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets;
•the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
By default, all other financial assets are measured subsequently at fair value through profit or loss (FVTPL).
Despite the foregoing, the group may make the following irrevocable election / designation at initial recognition of a financial asset:
•the group may irrevocably elect to present subsequent changes in fair value of an equity investment in other comprehensive income if certain criteria are met;
•the group may irrevocably designate a debt investment that meets the amortised cost or FVTOCI criteria as measured at FVTPL if doing so eliminates or significantly reduces an accounting mismatch.
Financial assets at FVTPL
Financial assets that do not meet the criteria for being measured at amortised cost or FVTOCI are measured at FVTPL. Specifically:
•investments in equity instruments are classified as at FVTPL, unless the group designates an equity investment that is neither held for trading nor a contingent consideration arising from a business combination as at FVTOCI on initial recognition;
•debt instruments that do not meet the amortised cost criteria or the FVTOCI criteria are classified as at FVTPL.
In addition, debt instruments that meet either the amortised cost criteria or the FVTOCI criteria may be designated as at FVTPL upon initial recognition if such designation eliminates or significantly reduces a measurement or recognition inconsistency (so called ‘accounting mismatch’) that would arise from measuring assets or liabilities or recognising the gains and losses on them on different bases. The Company has designated the preference shares held with subsidiary as FVTPL.
Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognised in profit or loss to the extent they are not part of a designated hedging relationship.
The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset and is included in the ‘other gains and losses’. Fair value is determined in the manner described in note 14.4.
St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
35
6 ACCOUNTING POLICIES (continued)
6.12
ECLs
A loss allowance for ECLs is recognised on financial assets measured at amortised cost, contract assets and debt instruments measured at FVTOCI (if any). The amount of ECLs is updated at each reporting date to reflect changes in credit risk since the initial recognition.
For trade receivables and contract assets that do not contain a significant financing component (or for which the IFRS 15 practical expedient for contracts that are one year or less is applied), the simplified approach is applied and lifetime ECL is recognised.
Where a collective basis is applied, the ECLs on these financial assets are estimated using a provision matrix based on the historical credit loss experience based on the past due status of the debtors, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date.
For all other financial instruments, the general approach is applied and lifetime ECL is recognised when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on the financial instrument has not increased significantly since initial recognition, the loss allowance for that financial instrument is measured at an amount equal to 12-month ECL (‘12m ECL’). The assessment of whether lifetime ECL should be recognised is based on significant increases in the likelihood or risk of a default occurring since initial recognition instead of on evidence of a financial asset being credit-impaired at the reporting date or an actual default occurring.
Lifetime ECL represents the ECLs that will result from all possible default events over the expected life of a financial instrument. In contrast, 12m ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date. An impairment gain or loss is recognised in profit or loss for all financial assets with a corresponding adjustment to their carrying, except for investments in debt instruments that are measured at FVTOCI (if any), for which the loss allowance is recognised in other comprehensive income and accumulated in the Fair value reserve and does not reduce the carrying amount of the financial asset in the statement of financial position.
Significant increase in credit risk
In assessing whether the credit risk on a financial instrument has increased significantly since initial recognition, the risk of a default occurring on the financial instrument as at the reporting date is compared with the risk of a default occurring on the financial instrument as at the date of initial recognition. In making this assessment, both quantitative and qualitative information that is reasonable and supportable, (including historical experience and forward- looking information that is available without undue cost or effort and, where applicable, the financial position of the counterparties) are considered.
Irrespective of the outcome of the above assessment, the credit risk on a financial asset is presumed to have increased significantly since initial recognition when contractual payments are more than 30 days past due, unless there is reasonable and supportable information that is available without undue cost or effort, that demonstrates otherwise. Despite the above assessment, it is assumed that the credit risk on a financial instrument has not increased significantly since initial recognition if the financial instrument is determined to have low credit risk at the reporting date. Accordingly, for these financial assets, the loss allowance is measured at an amount equal to 12m ECL.
St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
36
6 ACCOUNTING POLICIES (continued)
6.12 ECLs (continued)
Definition of default
The following are considered as constituting an event of default for internal credit risk management purposes as historical experience indicates that receivables that meet either of the following criteria are generally not recoverable:
-when there is a breach of financial covenants by the counterparty or
-information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors in full (without taking into account any collateral held).
Irrespective of the above analysis, default is considered to have occurred when a financial asset is more than 365 days past due. The 90 days past due presumption is rebutted by the Company and the Group since there is reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate.
Credit-impaired financial assets
A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred.
Evidence that a financial asset is credit-impaired includes observable data about the following events:
a)significant financial difficulty of the issuer or the borrower
b)a breach of contract, such as a default or past due event
c)the lender(s) of the borrower, for economic or contractual reasons relating to the borrower’s financial difficulty, having granted to the borrower a concession(s) that the lender(s) would not otherwise consider
d)it is becoming probable that the borrower will enter bankruptcy or other financial reorganisation or
e)the disappearance of an active market for that financial asset because of financial difficulties.
A financial asset is written off when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic prospect of recovery, for example when the counterparty has entered into bankruptcy or in the case of trade receivables, when the amounts are over 3 years passed due, whichever occurred sooner.
Measurement and recognition of ECLs
For financial assets, the credit loss is the difference between all contractual cash flows that are due in accordance with the contract and all the cash flows that are expected to be received, discounted at the original effective interest rate. ECLs represent the weighted average of credit losses with the respective risks of a default occurring as the weights.
The assessment of the probability of default and loss given default is based on historical data adjusted by forward- looking information, where applicable. Where applicable, the financial position of the counterparties is also taken into consideration.
St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
37
6 ACCOUNTING POLICIES (continued)
6.12 ECLs (continued)
Collective basis
If evidence of a significant increase in credit risk at the individual instrument level is not yet available, the assessment of significant increases in credit risk is performed on a collective basis by considering information on, for example, a Group or sub-Group of financial instruments. Where reasonable and supportable information that is available without undue cost or effort to measure lifetime ECL on an individual instrument basis is not available, lifetime ECL is measured on a collective basis. In such instances, the financial instruments are Grouped on the basis of shared credit risk characteristics. The Grouping is regularly reviewed by management to ensure the constituents of each Group continue to share similar credit risk characteristics.
6.13
FINANCIAL LIABILITIES
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, 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 Company’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, and derivative financial instruments.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities measured at amortised cost are the Group’s primary category of financial liabilities and include borrowings, bonds, trade and other payables. These are subsequently measured using the effective interest method.
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.
Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. Gains or losses on liabilities held for trading are recognised in the statement of profit or loss. Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial date of recognition, and only if the criteria in IFRS 9 are satisfied. The Company has not designated any financial liability as at fair value through profit or loss.
St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
38
6 ACCOUNTING POLICIES (continued)
6.13 FINANCIAL LIABILITIES (continued)
Loans and borrowings
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the Effective Interest Rate (EIR) method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss. This category generally applies to interest-bearing loans and borrowings. For more information, refer to Note 12.3.
Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.
Trade payables
Trade payables are classified under current liabilities and are stated at their nominal value unless the effect of discounting is material. In such cases, trade payables are measured at amortised cost using the effective interest method.
Derecognition
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.
6.14
PROVISIONS
Provisions are recognised when an entity has a present obligation (legal or constructive) as a result of a past event, it is probable that the entity will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation. For the provision of care home services, potential obligations may arise from matters such as employee benefits, legal claims, compliance with regulatory requirements, and service commitments.
However, the Group has assessed that no such obligations existed at the reporting date and as at the prior reporting period that would require recognition.
6.15
SHARE CAPITAL
Ordinary shares issued by the Company are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.
Dividends to holders of equity instruments are recognised as liability in the period in which they are declared. Dividends to holders of equity instruments are recognised directly in equity.
St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
39
6 ACCOUNTING POLICIES (continued)
6.16
FINANCE INCOME AND FINANCE COST
Finance income and finance cost are accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable.
Finance income is recognised to the extent that it is probable that future economic benefits will flow to the Company and these can be measured reliably.
Finance costs include interest incurred on bank loans, bonds issued by the Group, and amounts due to the ultimate parent company, as well as the amortisation of bond issue costs and other charges related to financing arrangements. Borrowing costs are expensed in the period in which they are incurred, unless they relate to the acquisition, construction, or production of a qualifying asset, in which case they are capitalised.
6.17
DIVIDEND INCOME
Dividend income is recognised when the shareholder’s right to receive payment is established. Dividend income is recognised to the extent that it is probable that future economic benefits will flow to the Company and these can be measured reliably.
6.18
EMPLOYEE BENEFITS
The Group entities contribute towards the state pension in accordance with local legislation. The only obligation is to make the required contributions. Costs are expensed in the period in which they are incurred.
6.19
CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash on hand, demand deposits and short-term highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows and are presented in current liabilities on the statement of financial position.
7 REVENUE
The Group derives its revenue as disclosed in Note 6.3 and as per below:

| Group | Company
| 2025 | 2024 | 2025 | 2024
| € | € | € | €
Income from accommodation | 12,632,658 | 11,740,434 | - | -
Income from services | 2,640,715 | 2,261,627 | - | -
Dividend income | - | - | 919,102 | 926,455
Finance income | - | - | 891,023 | 907,967
| 15,273,373 | 14,002,061 | 1,810,125 | 1,834,422

Income from services is generated in the delivery of care, nursing, meals, and other ancillary services.
St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
40
8 OTHER INCOME AND EXPENSE ITEMS
8.1 Breakdown of expenses by nature

| Group | Company
Cost of sales | 2025 | 2024 | 2025 | 2024
| € | € | € | €
Food, beverages and supplies | 1,011,922 | 918,849 | - | -
Depreciation | 1,211,498 | 1,202,656 | - | -
Salaries (Note 1) | 6,280,462 | 6,005,896 | - | -
Cleaning | 80,515 | 58,911 | - | -
Gardening expenses | 21,662 | 25,082 | - | -
Laundry | 163,184 | 147,722 | - | -
Repairs and maintenance | 252,487 | 238,506 | - | -
Sanitaries | 184,187 | 164,788 | - | -
Security services | 91,149 | 88,169 | - | -
Other direct costs | 73,478 | 67,062 | - | -
Water and electricity | 438,253 | 411,061 | - | -
Other expenses | 488,008 | 221,878 | - | -
| 10,296,805 | 9,550,580 | - | -

| Group | Company
Administrative expenses | 2025 | 2024 | 2025 | 2024
| € | € | € | €
Professional fees (Note 2) | 140,977 | 206,538 | 25,139 | 46,645
Salaries and directors' fees (Note 1) | 677,635 | 717,528 | 24,000 | 21,000
Irrecoverable Vat on rent | 348,106 | 346,810 | - | -
Advertising | 31,799 | 33,527 | - | -
Telecommunications | 42,940 | 41,563 | - | -
Insurance | 61,703 | 66,586 | 13,428 | 13,977
Loss allowance | 131,889 | 96,335 | 75,118 | 7,376
Other expenses | 129,370 | 85,729 | - | -
| 1,564,419 | 1,594,616 | 137,685 | 88,998

Note 1: |  |  |  |
| Group | Company
| 2025 | 2024 | 2025 | 2024
Staff costs: | € | € | € | €
Salaries | 6,227,684 | 5,977,140 | - | -
Directors' fees | 308,318 | 358,339 | 24,000 | 21,000
Social security costs | 422,095 | 387,945 | - | -
| 6,958,097 | 6,723,424 | 24,000 | 21,000

St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
41
8 OTHER INCOME AND EXPENSE ITEMS (continued)
8.1 Breakdown of expenses by nature (continued)
The average number of persons employed by the Group during the current period was as follows:

| Group | Company
| 2025 | 2024 | 2025 | 2024
Note 1: | Number | Number | Number | Number
Operations | 264 | 251 | - | -
Administrative | 19 | 16 | - | -
| 283 | 267 | - | -

| Group | Company
| 2025 | 2024 | 2025 | 2024
Note 2: | € | € | € | €
Auditors Fees: |  |  |  |
Included within professional fees charged by the auditor for services rendered during the financial year: |  |  |  |
Annual statutory audit | 30,978 | 28,870 | 4,130 | 4,130

8.2 Finance costs

| Group | Company
| 2025 | 2024 | 2025 | 2024
| € | € | € | €
Financial charges | 65,911 | 41,764 | 17,376 | 18,659
Bank loan interest | 465,242 | 435,913 | - | -
Bond interest | 705,250 | 705,250 | 705,250 | 705,250
Interest on amount due to ultimate parent company | 537,222 | 576,241 | 185,773 | 202,716
Amortisation of bond expenses | 39,314 | 39,463 | 39,314 | 39,463
| 1,812,939 | 1,798,631 | 947,713 | 966,088

St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
42
9
INCOME TAX
9.1
Income tax recognised in profit or loss

| Group | Company
| 2025 | 2024 | 2025 | 2024
| € | € | € | €
Current tax: |  |  |  |
Current tax on taxable income for the year | 156 | 391 | 156 | 391
Deferred tax: |  |  |  |
Temporary differences arising on items of property, |  |  |  |
plant and equipment | 163,433 | 168,547 | - | -
Temporary differences arising on tax losses | 32,733 | 85,321 | - | -
Unabsorbed capital allowances | 386,241 | 128,703 | - | -
Total income tax recognised in the current year | 582,563 | 382,962 | 156 | 391

9.2
Reconciliation of income tax

| Group | Company
| 2025 | 2024 | 2025 | 2024
| € | € | € | €
Profit before tax | 1,599,210 | 1,058,234 | 724,727 | 779,336
Theoretical taxation expense at 35% | 559,724 | 370,382 | 253,654 | 272,768
Tax effect of: |  |  |  |
Rental income | (8,183) | (7,038) | - | -
Other differences | (67,613) | 48,831) | (279,789) | (288,770)
Disallowable expenses | 98,635 | 68,449 | 26,291 | 16,393
Income tax credit | 582,563 | 382,962 | 156 | 391

10
EARNINGS PER SHARE
Earnings per share is calculated by dividing the results attributable to owners of the Company by the weighted average number of ordinary shares in issue during the year.

| Group | Company
| 2025 | 2024 | 2025 | 2024
| € | € | € | €
Profit for the year | 1,016,647 | 675,272 | 724,571 | 778,945
Weighted number of ordinary shares | 14,676,284 | 14,676,284 | 14,676,284 | 14,676,284
Basic earnings per share | 0.07 | 0.05 | 0.05 | 0.05

St.
Anthony
Co.
p.l.c
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
43
11
NON-FINANCIAL ASSETS AND LIABILITIES
11.1 PROPERTY, PLANT & EQUIPMENT

Group | Freehold land and buildings | Plant, machinery and equipment | Furniture | Total
Cost / revalued amount |  |  |  |
| € | € | € | €
At 1 January 2024 | 51,109,751 | 10,834,119 | 1,868,402 | 63,812,272
Additions | 34,938 | 387,693 | 108,999 | 531,630
Revaluation | 5,102,296 | - | - | 5,102,296
At 31 December 2024 | 56,246,985 | 11,221,812 | 1,977,401 | 69,446,198
At 1 January 2025 | 56,246,985 | 11,221,812 | 1,977,401 | 69,446,198
Additions | 83,497 | 305,641 | 95,425 | 484,563
Revaluation | (112,526) | - | - | (112,526)
At 31 December 2025 | 56,217,956 | 11,527,453 | 2,072,826 | 69,818,235
Depreciation |  |  |  |
At 1 January 2024 | 949,476 | 1,193,565 | 243,852 | 2,386,893
Charge for the year | 365,730 | 681,233 | 155,693 | 1,202,656
Reversal of revaluation | - | (42,073) | (4,851) | (46,924)
At 31 December 2024 | 1,315,206 | 1,832,725 | 394,694 | 3,542,625
At 1 January 2025 | 1,315,206 | 1,832,725 | 394,694 | 3,542,625
Charge for the year | 365,730 | 684,885 | 160,883 | 1,211,498
Reversal of revaluation | - | (42,073) | (6,367) | (48,440)
At 31 December 2025 | 1,680,936 | 2,475,537 | 549,210 | 4,705,683
Carrying amounts |  |  |  |
Carrying amount at 31 December 2024 | 54,931,779 | 9,389,087 | 1,582,707 | 65,903,573
Carrying amount at 31 December 2025 | 54,537,020 | 9,051,916 | 1,523,616 | 65,112,552

St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
44
11 NON-FINANCIAL ASSETS AND LIABILITIES (continued)
11.2 Depreciation
Depreciation commences when the depreciable assets are available for use and is charged to profit or loss. Depreciation is calculated using the straight-line method to allocate their cost or revalued amounts, net of the residual values, over the estimated useful lives, as follows:

| %
Buildings and finishings | 1 – 2
Buildings fixtures | 10
Plant, machinery and other equipment | 5 – 25
Furniture and fittings | 5 – 10

No depreciation is charged on land.
11.3 Fair value measurement of the Group’s land and buildings
The Group’s land and building are stated at their revalued amounts, being the fair value at the date of revaluation, less any subsequent accumulated depreciation and any subsequent accumulated impairment losses.
The entity classifies its fair value measurements using a three-level hierarchy based on the inputs used in the valuation techniques to measure fair value. The levels are defined as follows:
•Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
•Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
•Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The following table provides a reconciliation from the opening balances to the closing balances for assets measured at fair value and categorised within Level 3 of the fair value hierarchy. The reconciliation includes changes during the period attributable to total gains or losses recognised in profit or loss and other comprehensive income:

Group | Fair Value | Fair Value
| Level 3 | Level 3
| 2025 | 2024
| € | €
Land and buildings: |  |
Casa Antonia, Pope Alexander V11 Junction, Balzan Malta | 20,158,729 | 19,852,411
The Imperial, 1, Rudolph Street, Sliema, Malta | 34,773,050 | 30,307,864
Opening Balance at 1 January | 54,931,779 | 50,160,275
Additions | 83,497 | 34,938
Depreciation | (365,730) | (365,730)
Total Gains/(Losses) Recognised in Other Comprehensive Income (Revaluation Reserve) | (112,526) | 5,102,296
Closing Balance at 31 December | 54,537,020 | 54,931,779
Casa Antonia, Pope Alexander V11 Junction, Balzan, Malta | 20,936,711 | 20,158,729
The Imperial, 1, Rudolph Street, Sliema, Malta | 33,600,309 | 34,773,050

St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
45
11 NON-FINANCIAL ASSETS AND LIABILITIES (continued)
11.3 Fair Value measurement of the Group land and buildings (continued)
There were no purchases, sales, issues, or settlements during the period. Transfers between levels of the fair value hierarchy are recognised at the end of the reporting period during which the change occurred. This policy is consistently applied for transfers into and out of each level. During the reporting period, there were no transfers into or out of Level 3 of the fair value hierarchy.
The amount of total gains or losses for the period included in other comprehensive income, that is attributable to the change in unrealised gains or losses relating to assets held at the end of the reporting period is a loss of €112,526 (2024: gain of €5,863,945).
The Group selects valuation techniques based on the nature of the asset and the availability of relevant inputs. For the valuation of land and buildings, the Group:
•uses a mix of the market comparable approach and the discounted cash flow approach
•engages independent, qualified external valuers with relevant experience.
The Group’s land and buildings were valued independently by Architect and Civil Engineer Charles Buhagiar as at 31 December 2025. These were found to be consistent with the Group’s fair value measurement.
The Group’s methodology for property valuation is based on the following:
1.Land value: This considers the physical area, location, and permitted development according to relevant Planning Authority Local Plans. It also includes the present-day capitalisation of revenue derived from income streams over a ten-year period, based on financial forecasts related to the type of development the property is used for.
2.Capital investment: This encompasses the value of investments made in the property including the construction of the building on the property and the building services and finishes.
3.Operational contents: This involves the necessary contents required to carry out the operations for which the building is utilised.
4.Discount rate: Applied to future cash flows when using the discounted cash flow method to estimate fair value. The discount rate reflects market-based borrowing rates, the specific risk profile of the property, and expected future economic conditions.
The table below includes further information about the Group’s Level 3 fair value measurements.

Type of Property | Valuation Technique | Inputs | Sensitivity
The Imperial Commercial property amounting to €34.6m (excluding plant, equipment, fixtures and furniture of €10.7m) | Income capitalisation approach | Income capitalisation approach: total projected stabilised EBITDA €3.4m using an average growth of 2.5% and discount rate of future income of 9% (2024 - 8%). | The higher the capitalisation rate the lower the fair value. The higher the rental income and growth rate the higher the fair value
Casa Antonia Commercial property amounting to €19.7m (excluding plant, equipment, fixtures and furniture of €0.9m) | Income capitalisation approach | Income capitalisation approach: total projected stabilised EBITDA €1.7m using an average growth of 2.5% and discount rate of future income of 9% (2024 -7.5%) | The higher the capitalisation rate the lower the fair value. The higher the rental income and growth rate the higher the fair value

St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
46
11 NON-FINANCIAL ASSETS AND LIABILITIES (continued)
11.3 Fair Value measurement of the Group land and buildings (continued)
The carrying amount of land and buildings that would have been included in the ﬁnancial statements had these assets been carried at cost less accumulated depreciation and accumulated impairment losses is €35,710,817 (2024: €37,333,344).
11.4 Deferred tax asset

| Group | Company
| 2025 | 2024 | 2025 | 2024
| € | € | € | €
Opening balance: |  |  |  |
Other temporary differences | 601,055 | 983,626 | - | -
For the year: |  |  |  |
Other temporary differences | (582,408) | (382,571) | - | -
Closing balance: |  |  |  |
Other temporary difference | 18,647 | 601,055 | - | -

11.5 Deferred tax liability

| Group | Company
| 2025 | 2024 | 2025 | 2024
| € | € | € | €
Acquired by the Group |  |  |  |
Temporary difference on property, plant and equipment | 3,910,229 | 3,400,000 | - | -
Movement for the year |  |  |  |
Temporary difference on property, plant and equipment | (11,254) | 510,229 | - | -
Closing balance: |  |  |  |
Temporary difference on property, plant and equipment | 3,898,976 | 3,910,229 | - | -

11.6 Inventories

| Group |  | Company
| 2025 | 2024 |  | 2025 | 2024
| € | € | € | € |
Foods, beverages, and supplies | 241,409 | 219,330 |  | - | -

No inventory write-downs or reversals of write-downs were recognised during the years ended 31 December 2025 and 31 December 2024.
St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
47
12 OTHER ASSETS AND OTHER LIABILITIES
12.1 Trade and other receivables

| Group |  | Company
| 2025 | 2024 |  | 2025 | 2024
Current assets | € | € | € | € | €
Trade receivables | 1,676,132 | 1,295,470 |  | - | -
Other receivables | 90,316 | 9,500 |  | - | -
Amounts due from related companies | - | - |  | 3,528,714 | 2,226,252
Prepayments | 82,668 | 121,934 |  | 490 | 1,004
| 1,849,116 | 1,426,904 |  | 3,529,204 | 2,227,256

12.1.1 Classification as trade receivables
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. They are generally due for settlement within 30 days and therefore are all classified as current.
Trade receivables are recognised initially at the amount of consideration that is unconditional unless they contain significant financing components, when they are recognised at fair value.
The Group holds the trade receivables with the objective of collecting the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method.
12.1.2 Amounts due from related companies
Amounts due from related companies are unsecured, interest free and repayable on demand.
12.2 Trade and other payables

| Group | Company
| 2025 | 2024 | 2025 | 2024
Current liabilities | € | € | € | €
Trade payables | 549,080 | 658,817 | - | -
Deferred Income from Accommodation and Care | 612,904 | 782,682 | - | -
Vat payable | 398,335 | 271,627 | - | -
NI & FSS | 372,095 | 480,821 | - | -
Wages Payable | 450,244 | 433,932 | - | -
Other payables | 211,216 | 357,055 | - | -
Accruals | 762,436 | 830,973 | 653,825 | 667,858
| 3,356,310 | 3,815,907 | 653,825 | 667,858

Notes:
Trade payables are unsecured and are usually paid within 30 to 90 days of recognition.
St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
48
12 OTHER ASSETS AND OTHER LIABILITIES (continued)
12.3 Borrowings

| Group | Company
| 2025 | 2024 | 2025 | 2024
| € | € | € | €
Unsecured |  |  |  |
Current liabilities |  |  |  |
Amounts due to ultimate owner (Note c) | 82,755 | 82,755 | - | -
Amounts due to ultimate parent (Note d) | 501,538 | 482,252 | 2,159,090 | 1,821,308
| 584,293 | 565,007 | 2,159,090 | 1,821,308
Secured |  |  |  |
Current liabilities |  |  |  |
Bank loans (Note a) | 395,473 | 391,860 | - | -
Total secured/unsecured current borrowings | 979,766 | 956,867 | 2,159,090 | 1,821,308
Unsecured |  |  |  |
Non-current liabilities |  |  |  |
Amounts due to ultimate parent (Note d) | 9,237,709 | 10,100,200 | 4,216,790 | 4,368,799
| 9,237,709 | 10,100,200 | 4,216,790 | 4,368,799
Secured |  |  |  |
Non-current liabilities |  |  |  |
Bank loans (Note a) | 10,241,627 | 10,431,450 | - | -
4.55% Secured Bonds 2032 | 15,214,943 | 15,175,629 | 15,214,943 | 15,175,629
| 25,456,570 | 25,607,079 | 15,214,943 | 15,175,629
Total secured/unsecured non-current borrowings | 34,694,279 | 35,707,279 | 19,431,733 | 19,544,428
Total borrowings | 35,674,045 | 36,664,146 | 21,590,823 | 21,365,736

St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
49
12 OTHER ASSETS AND OTHER LIABILITIES (continued)
12.3 Borrowings (continued)
Notes:
a)Bank loans
The Group enjoys bank loan facilities with its bankers. These facilities are secured by general hypothecs over the Group’s assets, by special hypothecs over properties of the Group, by pledges taken over various insurance policies and by personal guarantees of certain directors and shareholders.
A bank loan of €1,000,000 approved in 2023 to finance the refurbishment and upgrade of Casa Antonia, Balzan, had an unutilised balance of €401,812, as at 31 December 2025.
b)Bank overdraft
The Group benefits from two bank overdraft facilities with its bankers of €1,818 (2024: €1,818) and €500,000 (2024: €500,000). These facilities are secured by general hypothecs over the Group’s assets, by special hypothecs over the properties of the Group, by pledges taken over various insurance policies and by personal guarantees of the directors and shareholders. The applicable annual interest rates on the bank overdrafts are 5.15% and 4.5% respectively.
The bank overdraft facilities remain unused as the Group’s working capital has been sufficient to meet its requirements.
c)Amounts due to Ultimate Owner
The amount due to Ultimate Owner amounting to €82,755 is unsecured, interest free and has no fixed date of repayment.
d)Amounts due to Ultimate Parent (Casa Antonia Limited)
The amount due to the Ultimate Parent includes:
-A loan liability, originally valued at €5,150,000, had decreased to €4,048,501 as at 31 December 2025. The liability accrues interest at a rate parallel to that applied to the Ultimate Parent’s bank loans, amounting to 4.5% per annum. Repayments are made in monthly instalments of €27,635.
-Unsecured loan amounting to €5,375,771 which bears interest of 4.5% per annum. This loan is also repayable over 20 years from the date of review.
-An unsecured loan originally valued at €2,771,000, had decreased to €2,198,892 as at 31 December 2025. The loan bears an adjusted interest rate of 4.5% per annum and repayments are made in monthly instalments of €15,015. The facility is to be repaid by 2043.
-An unsecured loan amounting to €506,474. This loan is interest-free and repayments are made by monthly instalments of €5,600.
St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
50
12 OTHER ASSETS AND OTHER LIABILITIES (continued)
12.3 Borrowings (continued)

| Group | Company
| 2025 | 2024 | 2025 | 2024
| € | € | € | €
Amounts falling after more than five years: |  |  |  |
4.55% Bond Loan 2032 | 15,214,943 | 15,175,629 | 15,214,943 | 5,175,629

On 10 January 2022, the Company successfully raised €15,500,000 via the issue of 4.55% Secured Bonds due to mature in 2032. These instruments started trading on the Malta Stock Exchange on 21st January 2022. The bonds are secured by the assets of Goldvest Company Ltd and by a first-ranking hypothec over the Casa Antonia Property, for an amount up to €16,275,000.
These funds were used to restructure the Group debt and for general corporate funding purposes.

| Group | Company
| 2025 | 2024 | 2025 | 2024
| € | € | € | €
4.55% Bond 2032 | 15,214,943 | 15,175,629 | 15,214,943 | 15,175,629
Proceeds | 15,500,000 | 15,500,000 | 15,500,000 | 15,500,000
Gross amount of bond issue cost | 431,743 | 431,743 | 431,743 | 431,743
Amortisation of gross bond issue costs: |  |  |  |
At 1 January 2025 | 107,372 | 67,909 | 107,372 | 67,909
Amortisation for the year | 39,314 | 39,463 | 39,314 | 39,463
Accumulated amortisation at end of year | 146,686 | 107,372 | 146,686 | 107,372
Unamortised bond issue costs | 285,057 | 324,371 | 285,057 | 324,371
Amortised cost and closing carrying amount | 15,214,943 | 15,175,629 | 15,214,943 | 15,175,629

12.4 Cash and cash equivalents

| Group | Company
| 2025 | 2024 | 2025 | 2024
| € | € | € | €
Current assets |  |  |  |
Cash at bank and in hand | 2,415,468 | 2,046,934 | 222,504 | 616,806

St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
51
12 OTHER ASSETS AND OTHER LIABILITIES (continued)
12.4 Cash and cash equivalents (continued)
12.4.1 Reconciliation to cash flow statement

| Group | Company
| 2025 | 2024 | 2025 | 2024
| € | € | € | €
Cash at bank and in hand (Note 12.4) | 2,415,468 | 2,046,934 | 222,504 | 616,806
Balances per statement of cash flows | 2,415,468 | 2,046,934 | 222,504 | 616,806

12.5 Investment in Financial Assets
Company
Non-Current
Current
2025
2024
2025
2024
€
€
€
€
Investment in equity instrument designated at FVTPL
20,261,895
20,261,895
-
-
Total investments
20,261,895
20,261,895
-
-
The Company holds 2,844,497 cumulative preference shares in Goldvest Company Limited. The shares have a rate of return of 3.5%. The Company holds 15,150,000 redeemable cumulative preference shares in Goldvest Company Limited. The shares have a rate of return of 4.7%. These shares are redeemable in 2032.
The Company values this investment using the discounted cash flows, using a discount rate of 4.5% (2024: 4.5%) that reflects the group’s current borrowing rate at the end of the reporting period for the 15,150,000 redeemable cumulative rate and 3.5% (2024: 3.5%) for the 2,194,537 cumulative preference shares reflecting similar bonds in issue. Since the discount rate used is approximately the rate of return of the bond, no movement in fair value was recorded.
13 EQUITY
13.1 Share Capital

| 2025 | 2024
| € | €
Authorised |  |
2,499,999 Ordinary A Shares of €1 each | 2,499,999 | 2,499,999
1 Ordinary B Share of €1 each | 1 | 1
20,000,000 Ordinary C Shares of €1 each | 20,000,000 | 20,000,000
7,500,000 Ordinary D Shares of €1 each | 7,500,000 | 7,500,000
| 30,000,000 | 30,000,000
Called up, issued and fully paid |  |
1,199 Ordinary 'A' Shares of € 1 each | 1,199 | 1,199
1 Ordinary 'B' Shares of €1 each | 1 | 1
14,675,084 Ordinary 'C' Shares of €1 each | 14,675,084 | 14,675,084
| 14,676,284 | 14,676,284

Except for the 1 Ordinary B Share, all classes of Ordinary Shares have full voting rights, right for distribution of profits and right for capital upon dissolution of the Company. The 1 Ordinary B Share has the right for capital distribution upon dissolution of the Company.
St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
52
13 EQUITY (continued)
13.2 Revaluation reserve
The Revaluation Reserve of €15,100,106 (2024: €15,152,938) is net of deferred tax.
13.3 Reorganisation reserve
The reorganisation reserve arose in 2020 as part of the Group reorganisation and is made up of:
- the excess €616,017 of the consideration payable by St. George’s Care Limited for the acquisition of the net assets; and
- the excess €625,040 of the consideration payable by St. Anthony Co. p.l.c. for the acquisition of Goldvest Company Limited.
14
FINANCIAL RISK MANAGEMENT
14.1 Financial risk management objectives
The Group’s and the Company’s activities potentially expose them to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s and the Company’s financial performance. The Board provides principles for overall risk management, as well as policies covering risks referred to above and specific areas such as investment of excess liquidity. The Group and the Company did not make use of derivative financial instruments to hedge certain risk exposures during the current and preceding financial year.
At 31 December 2025 and 2024, the Group and the Company were not exposed to price risk in relation to financial assets subsequently measured at FVTPL or at FVTOCI because they did not hold any of these financial assets.
Where applicable, any significant changes in the Group’s or the Company’s exposure to financial risks or the manner in which these risks are managed and measured are disclosed below.
Where possible, the Group aims to reduce and control risk concentrations. Concentrations of financial risk arise when financial instruments with similar characteristics are influenced in the same way by changes in economic or other factors. The amount of the risk exposure associated with financial instruments sharing similar characteristics is disclosed in more detail in the Notes to the financial statements.
14.2 Market risk
(i)
Foreign exchange risk
Foreign exchange risk arises from commercial transactions and recognised assets and liabilities which are denominated in a currency that is not the entity’s functional currency. The Group and the Company have no significant currency risk since substantially all assets and liabilities are denominated in Euro.
St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
53
14 FINANCIAL RISK MANAGEMENT (continued)
14.2 Market risk (continued)
(ii)
Cash flow and fair value interest rate risk
The Group and the Company are exposed to risks associated with the effects of fluctuations in the prevailing levels of the market interest rates on their financial position, financial performance and cash flows. As at the reporting date, the Group and the Bank have cash at bank, as disclosed in Note 12.4 and the Group and the Company also have variable interest-bearing liabilities and fixed interest-bearing liabilities as disclosed in Note 12.3.
The Group and the Company are exposed to cash flow interest rate risk on financial instruments carrying a floating interest rate. The Group and the Company are not exposed to fair value interest rate risk since none of their financial instruments carrying a fixed rate are measured at fair value.
Management monitors the movement in interest rates and, where possible, reacts to material movements in such rates by adjusting its selling prices or by restructuring its financing structure.
For financial instruments held or issued, the Group and the Company have used a sensitivity analysis technique that measures the change in the cash flows of the company’s financial instruments at the end of the reporting year for hypothetical changes in the relevant market risk variables. The sensitivity due to changes in the relevant risk variables is set out below.
The amounts generated from the sensitivity analysis are forward-looking estimates of market risk assuming certain market conditions. Actual results in the future may differ materially from those projected results due to the inherent uncertainty of global financial markets. The sensitivity analysis is for illustrative purposes only, as in practice market rates rarely change in isolation and are likely to be interdependent.
The estimated change in fair values and cash flows for changes in market interest rates are based on an instantaneous increase or decrease of 100 basis points at the end of the reporting period, with all other variables remaining constant.
The sensitivity of the relevant risk variables, on an after-tax basis is as follows (for bank borrowings and for loans due to ultimate parent whose interest is variable):

| Group | Company
| Profit or Loss Sensitivity | Profit or Loss Sensitivity
| 2025 | 2024 | 2025 | 2024
| € | € | € | €
Market interest rates – cash flow | +/- 204k | +/- 205k | +/- 63k | +/- 41k

St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
54
14 FINANCIAL RISK MANAGEMENT (continued)
14.3 Credit risk
Credit risk refers to the risk that a counterparty will cause a financial loss for the Group by failing to discharge an obligation. Financial assets which potentially expose the Group to credit risk include trade receivables and amounts held with financial institutions (Notes 12.1 and 12.4).
The maximum credit exposure to credit risk at the reporting date in respect of the financial assets was as follows:

| Group | Company
| 2025 | 2024 | 2025 | 2024
| € | € | € | €
Trade and other receivables | 1,849,116 | 1,426,904 | 3,529,204 | 2,227,256
Cash at bank | 2,262,197 | 1,945,658 | 221,304 | 615,606
| 4,111,313 | 3,372,562 | 3,750,508 | 2,842,862

Receivables and cash at bank are presented net of an allowance for doubtful debts using an ECL model.
The tables below detail, by credit risk rating grades, the gross carrying amount of financial assets.

Group | 12m ECL | Lifetime ECL (Not credit – Impaired) | Lifetime ECL (Credited– impaired but not POCI) | Total ECL (Credit – POCI)
| € | € | € | €
Bank balances |  |  |  |
External rating grades |  |  |  |
BBB | BBB |  |  |
Gross carrying amount at 31 December 2025 | 2,278,044 | - | - | -
Loss allowance at 31 December 2025 | (15,847) | - | - | -
Net carrying amount at 31 December 2025 | 2,262,197 | - | - | -
External rating grades |  |  |  |
BBB | BBB |  |  |
Gross carrying amount at 31 December 2024 | 1,959,274 | - | - | -
Loss allowance at 31 December 2024 | (13,616) | - | - | -
Net carrying amount at 31 December 2024 | 1,945,658 | - | - | -

St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
55
14 FINANCIAL RISK MANAGEMENT (continued)
14.3 Credit risk (continued)
Company
12m ECL
Lifetime ECL (Not credit – Impaired)
Lifetime ECL (Credited– impaired but not POCI)
Total ECL (Credit – POCI)
€
€
€
€
Bank balances
External rating grades
BBB
BBB
Gross carrying amount at 31 December 2025
222,853
-
-
-
Loss allowance at 31 December 2025
(1,549)
-
-
-
Net carrying amount at 31 December 2025
221,304
-
-
-
External rating grades
BBB
BBB
Gross carrying amount at 31 December 2024
619,914
-
-
-
Loss allowance at 31 December 2024
(4,308)
-
-
-
Net carrying amount at 31 December 2024
615,606
-
-
-

Group | 12m ECL | Lifetime ECL (Not credit – Impaired) | Lifetime ECL (Credited– impaired but not POCI) | Total ECL (Credit – POCI)
| € | € | € | €
Related company loan | - | - | - | -
Gross carrying amount at 31 December 2025 | - | 3,816,344 | - | -
Loss allowance at 31 December 2025 | - | (155,041) | - | -
| - | 3,661,303 | - | -
Related company loan | - | - | - | -
Gross carrying amount at 31 December 2024 | - | 2,974,225 | - | -
Loss allowance at 31 December 2024 | - | (114,940) | - | -
| - | 2,859,285 | - | -

St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
56
14 FINANCIAL RISK MANAGEMENT (continued)
14.3 Credit risk (continued)
Company
12m ECL
Lifetime ECL (Not credit – Impaired)
Lifetime ECL (Credited– impaired but not POCI)
Total ECL (Credit – POCI)
€
€
€
€
Related company loan
-
-
-
-
Gross carrying amount at 31 December 2025
-
3,624,403
-
-
Loss allowance at 31 December 2025
-
(104,643)
-
-
-
3,519,760
-
-
Related company loan
-
-
-
-
Gross carrying amount at 31 December 2024
-
2,253,017
-
-
Loss allowance at 31 December 2024
-
(26,756)
-
-
-
2,226,261
-
-

Group | Days past due - simplified approach
| Not past due | 31-59 | 60-89 | 90-199 | >120 | Total
Expected credit loss rate | 0.81% | 1.49% | 3.20% | 9.87% | 17.3% |
Estimated total gross carrying amount at default | 327,110 | 653,209 | 131,053 | 144,911 | 545,017 | 1,801,300
Lifetime ECL at 31 December 2025 | (2,650) | (9,733) | (4,194) | (14,303) | (94,288) | (125,168)
Net carrying amount December 2025 | 324,460 | 643,476 | 126,859 | 130,608 | 450,729 | 1,676,132
Expected credit loss rate | 0.16% | 0.81% | 1.49% | 3.20% | 9.87% |
Estimated total gross carrying amount at default | 214,933 | 659,202 | 121,103 | 46,813 | 291,432 | 1,333,483
Lifetime ECL at 31 December 2024 | (344) | (5,340) | (1,804) | (1,498) | (29,027) | (38,013)
Net carrying amount at 31 December 2024 | 214,589 | 653,862 | 119,299 | 45,315 | 262,405 | 1,295,470
Credit losses – Group |  |  |  |  | 2025 | 2024
|  |  |  |  | € | €
Impairment loss on trade receivables |  |  |  |  | 125,168 | 38,013

St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
57
14 FINANCIAL RISK MANAGEMENT (continued)
14.4 Liquidity risk
The Group and the Company are exposed to liquidity risk in relation to meeting future obligations associated with their financial liabilities, which comprise principally debt securities in issue, other borrowings and trade and other payables (Notes 12.2 and 12.3).
Prudent liquidity risk management includes maintaining sufficient cash to ensure the availability of an adequate amount of funding to meet the Group’s and the Company’s obligations and ensuring that alternative funding is available when the loans are due for repayment.
The following tables analyses the Group’s and the Company’s financial liabilities into relevant maturity Groupings based on the remaining period at the reporting date to the contractual maturity date.
The amounts disclosed in the tables below are the contractual undiscounted cash flows. Balance due within 12 months equal their carrying balances, as the impact of discounting is not significant.

Group | Carrying amounts | Contractual cash flows | Less than 3 months | Between 3 months and 1 year | Between 1 and 2 years | Between 2 and 5 years | More than 5 years
At 31 December 2025 | € | € | € | € | € | € | €
Trade and other payables (Note 12.2) | 3,356,310 | 2,722,552 | 948,877 | 1,773,675 | - | - | -
4.55% Secured Bonds 2032 (Note 12.3) | 15,214,943 | 20,436,750 | 705,250 | - | 705,250 | 2,115,750 | 16,910,500
Bank loans (Note 12.3) | 10,637,100 | 15,766,490 | 222,660 | 667,980 | 890,640 | 2,671,920 | 11,313,290
Amounts due to ultimate parent (Note 12.3) | 9,739,247 | 16,687,770 | 249,900 | 749,700 | 999,600 | 2,998,800 | 11,689,770
Amounts due to ultimate owner (Note 12.3) | 82,755 | 82,755 | 82,755 | - | - | - | -
| 39,030,355 | 55,696,317 | 2,209,442 | 3,191,355 | 2,595,490 | 7,786,470 | 39,913,560

St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
58
14 FINANCIAL RISK MANAGEMENT (continued)
14.4 Liquidity risk (continued)

Group | Carrying amounts | Contractual cash flows | Less than 3 months | Between 3 months and 1 year | Between 1 and 2 years | Between 2 and 5 years | More than 5 years
At 31 December 2024 | € | € | € | € | € | € | €
Trade and other payables (Note 12.2) | 3,815,907 | 3,182,149 | 1,568,494 | 1,613,655 | - | - | -
4.55% Secured Bonds 2032 (Note 12.3) | 15,175,629 | 21,142,000 | 705,250 | - | 705,250 | 2,115,750 | 17,615,750
Bank loans (Note 12.3) | 10,823,310 | 17,173,118 | 222,660 | 667,980 | 890,640 | 2,671,920 | 12,719,918
Amounts due to ultimate parent (Note 12.3) | 10,582,452 | 17,441,930 | 249,900 | 749,700 | 999,600 | 2,998,800 | 12,443,930
Amounts due to ultimate owner (Note 12.3) | 82,755 | 82,755 | 82,755 | - | - | - | -
| 40,480,053 | 59,021,952 | 2,829,059 | 3,031,335 | 2,595,490 | 7,786,470 | 42,779,598

Balances amounting to €1,281,532 in 2025 (2024: €1,901,149) classified with the amounts which are to be settled within three months for Trade and Other payables and Amounts due to Ultimate Parent and Amounts due to Ultimate Owner are repayable on demand.
St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
59
14 FINANCIAL RISK MANAGEMENT (continued)
14.4 Liquidity risk (continued)

Company | Carrying amounts | Contractual cash flows | Less than 3 months | Between 3 months and 1 year | Between 1 and 2 years | Between 2 and 5 years | More than 5 years
At 31 December 2025 | € | € | € | € | € | € | €
Trade and other payables (Note 12.2) | 653,825 | - | - | - | - | - | -
4.55% Secured Bonds 2032 (Note 12.3) | 15,214,943 | 20,436,750 | 705,250 | - | 705,250 | 2,115,750 | 16,910,500
Amounts due to ultimate parent (Note 12.3) | 6,375,880 | 9,257,170 | 144,750 | 434,250 | 579,000 | 1,737,000 | 6,362,170
| 22,244,648 | 29,693,920 | 850,000 | 434,250 | 1,284,250 | 3,852,750 | 23,272,670
At 31 December 2024 |  |  |  |  |  |  |
Trade and other payables (Note 12.2) | 667,858 | - | - | - | - | - | -
4.55% Secured Bonds 2032 (Note 12.3) | 15,175,629 | 21,142,000 | 705,250 | - | 705,250 | 2,115,750 | 17,615,750
Amounts due to ultimate parent (Note 12.3) | 6,190,107 | 8,250,954 | 1,710,014 | 299,115 | 398,820 | 1,196,460 | 4,646,545
| 22,033,594 | 29,392,954 | 2,415,264 | 299,115 | 1,104,070 | 3,312,210 | 22,262,295

Balances amounting to €144,750 in 2025 (2024: €1,710,014) classified with the amounts which are to be settled within three months for Trade and Other payables and Amounts due to ultimate parent are repayable on demand.
St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
60
14 FINANCIAL RISK MANAGEMENT (continued)
14.4 Liquidity risk (continued)
14.4.1 Fair values of financial assets and financial liabilities
At 31 December 2025 and 2024 the carrying amounts of financial assets and financial liabilities classified with current assets and current liabilities respectively approximated their fair values due to the short-term maturity of these assets and liabilities:

Group | Fair value measurement at end of the reporting period using:
| Level 1 | Level 2 | Level 3
| € | € | €
2025 Financial liabilities measured at amortised cost |  |  |
-Bond loan | 15,484,500 | - | -
-Bank loans | - | 10,637,100 | -
-Amounts due to related parties | - | 9,822,002 | -
2024 Financial liabilities measured at amortised cost |  |  |
-Bond loan | 15,345,000 | - | -
-Bank loans | - | 10,823,310 | -
-Amounts due to related parties | - | 10,665,207 | -

Company | Fair value measurement at end of the reporting period using:
| Level 1 | Level 2 | Level 3
| € | € | €
2025 Financial liabilities measured at amortised cost |  |  |
-Amounts due to related parties | - | 6,375,880 | -
-Bond loan | 15,484,500 | - |
2024 Financial liabilities measured at amortised cost |  |  |
-Amounts due to related parties | - | 6,190,107 | -
-Bond loan | 15,345,000 | - | -

St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
61
14 FINANCIAL RISK MANAGEMENT (continued)
14.4 Liquidity risk (continued)
14.4.1 Fair values of financial assets and financial liabilities (continued)
The fair value of the instruments classified as Level 2 was calculated using the discounted cash flow method taking into consideration a market-based discount rate.
There are no financial instruments that are measured at amortised cost but for which fair value is classified as Level 3 either in the current year or in previous year.
15
CAPITAL MANAGEMENT
The Group manages its capital to ensure that entities in the Group will be able to continue as going concern, while maximizing the return to stakeholders through the optimisation of the debt and equity balance.
The primary objective of the company’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximise shareholder value.
The company also ensures that it complies with the capital requirements set by the regulator.
The capital structure of the Group consists of net debts (borrowings as detailed in Notes 12.3 and 12.4 offset by cash and bank balances) and equity (comprising issued capital, reserves, retained earnings as detailed in Note 13).
The company’s directors manage the company’s capital structure and adjust it, in light of changes in economic conditions. The capital structure is reviewed on an ongoing basis. Based on recommendations of the directors, the company balances its 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.
15.1 Gearing ratio
The gearing ratio at the end of the reporting period was as follows:

| Group | Company
| 2025 | 2024 | 2025 | 2024
| € | € | € | €
Debt (i) | 35,674,045 | 36,664,146 | 21,590,823 | 21,365,736
Cash and bank balances | (2,415,468) | (2,046,934) | (222,504) | (616,806)
Net debt | 33,258,577 | 34,617,212 | 21,368,319 | 20,748,930
Equity (ii) | 26,770,938 | 25,807,123 | 16,659,093 | 15,934,522
Net debt to equity ratio | 1.24 | 1.34 | 1.28 | 1.30

(i)Debt is defined as long-and short-term borrowings.
(ii)Equity includes all capital and reserves of the Group that are managed as capital.
St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
62
16
INVESTMENT IN SUBSIDIARIES
The investment in Group undertakings is as follows:
Company
€
Cost
At 1 January 2024
14,827,061
Reclassified to investment in financial assets
-
31 December 2024
14,827,061
Reclassified to investment in financial assets
-
31 December 2025
14,827,061
An intercompany debt by Goldvest Ltd. to St. Anthony Co p.l.c. was settled through the issue and allotment of 6,348,900 Ordinary C shares of a nominal value of €2.329373 each in favour of St. Anthony Co p.l.c.
16.1
Details of the Company’s subsidiaries at the end of the reporting period are as follows:

Name of subsidiary | Principal activity | Registered office | Country of incorporation | Proportion of ownership interest and voting power held 2023 & 2024
Goldvest Company Limited | Property company | 1, Hotel Imperial, Rudolph Street Sliema | Malta | 100%
St. George’s Care Limited | To operate homes for the elderly | Casa Antonia, Pope Alexander VII Junction, Balzan | Malta | 100%

| Capital and reserves
| 2025 | 2024
| € | €
Goldvest Company Limited | 27,826,352 | 29,020,209
St. George’s Care Ltd | 4,437,122 | 2,834,858
Profit / (loss)
| 2025 | 2024
| € | €
Goldvest Company Limited | (302,889) | 3,531,091
St. George’s Care Ltd | 1,602,261 | 1,391,688

St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
63
17
RELATED PARTY TRANSACTIONS
St. Anthony Co. p.l.c. is the parent company of the undertakings in Note 16.
The parent and ultimate parent company are Casa Antonia Limited and Edoardo Company Limited respectively, which are all incorporated in Malta. The ultimate controlling party is Mr Edward Vella.
Balances and transactions between the Company and its subsidiaries, which are related parties of the Group, have been eliminated on consolidation.
17.1
Compensation of key management personnel
The remuneration of directors and other members of key management personnel during the year was as follows:

| Group | Company
| 2025 | 2024 | 2025 | 2024
| € | € | € | €
Directors’ remuneration | 308,318 | 358,339 | 24,000 | 21,000

17.2 Related party balances
The related party balances are included in Note 12.3 and the interest thereon is included in Note 8.2.
The terms and conditions in respect of the related party balances do not specify the nature of the consideration to be provided in settlement. No guarantees have been given or received.
17.3 Transactions with Group Companies

| Transaction value year ended 31 December | Balance outstanding as at 31 December
| Group | Group
| 2025 | 2024 | 2025 | 2024
| € | € | € | €
Balances |  |  |  |
Amounts due from related companies | 2,511,214 | 1,265,767 | 1,484,884 | 1,265,767
Amounts due from related parties | 39,363 | - | 39,363 | -
Amounts due (to)/from related companies | (1,511,591) | (2,785,983) | 13,457,962 | 11,946,371
Amounts due from/(to) related parties | 95,002 | (4,218) | 82,755 | 177,757

St.
Anthony
Co.
p.l.c.
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
64
17 RELATED PARTY TRANSACTIONS (continued)
17.3 Transactions with Group Companies (continued)

| Transaction value year ended 31 December | Balance outstanding as at 31 December
| Company | Company
| 2025 | 2024 | 2025 | 2024
| € | € | € | €
Amounts due from related companies | 1,371,386 | 1,176,367 | 3,597,638 | 2,226,252
Amounts due from/(to) related companies | 185,773 | 202,716 | (6,375,881) | (6,190,108)

17.4 Transactions with related parties

| Group | Company
| 2025 | 2024 | 2025 | 2024
| € | € | € | €
Interest recharged to subsidiaries | - | - | 891,023 | 907,967
Dividends received | - | - | 919,102 | 926,455
Interest paid to related company | 537,221 | 576,241 | 185,773 | 202,716

18
COMPARITIVE FIGURES
Certain comparative figures were adjusted to reflect the current year presentation.