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PLAZA CENTRES p.l.c. Annual Financial Report and Consolidated Financial Statements 31 December 2025 Company Registration Number: C 564
List of Contents Directors’ report Corporate Governance - Statement of compliance Remuneration report Statements of financial position Income statements Statements of comprehensive income Statements of changes in equity Statements of cash flows Notes to the financial statements Independent auditor’s report
Directors’ report The Directors present their report and the audited consolidated financial statements of Plaza Centres p.l.c. (the ‘Parent Company’ or ‘Company’) and its subsidiary Esports Avenue Limited (collectively, the ‘Group’) for the year ended 31 December 2025. Principal activities The Group’s principal activity is to lease, manage and market The Plaza Shopping and Commercial Centre (owned by the Parent Company). Review of business The Plaza Commercial Centre is located right in the heart of Sliema and offers a choice of offices and retail opportunities under one roof. During the year under review, the demand for offices at The Plaza Business Centre remained strong amidst the oversupply of office buildings across Malta. Occupancy remained at full capacity throughout the first nine months of the year with one office becoming available late in the year. The retail scene in Malta continues to shift with more players entering the market. Following the opening of two shopping malls during the past two years, more malls are expected to open across the island in the near future, with one expected to open doors this year. The management of Plaza Centres p.l.c. continued working on its extensive refurbishment programme last year. The main upgrades during 2025 were the replacement of the service lift, a critical lift serving all floors within the centre, and the new automatic doors installed on Tower Road entrance. Apart from other features, the new lift is more energy efficient, falling in line with our strategy for green initiatives. During 2025, there were a few tenant changes within the Shopping Centre. An anchor tenant expanded its operations by opening an additional outlet under the Billabong brand, and another unit was leased to Oddly Crafts. Mothercare, a shop interconnected to The Plaza Shopping Centre, stopped its Sliema operations and was replaced by Burger King. In December, the occupancy rate within the Shopping Centre stood at 84% whilst the overall occupancy rate of the Commercial Centre stood at 90%. The occupancy rate is calculated by considering the total leased square metres per level (not vacant) as a percentage of the total square metres of available area. Plaza Centres p.l.c. took over the operations of Esports Avenue Limited in 2025. The Company kept operating the business for nine months but seeing the need for further investment to boost the business, a decision was taken to shut down the operations in September 2025. Esports Avenue Limited has never reported any profits and was becoming a liability. It has been placed into voluntary liquidation after closure. In late 2025, there was a change in the major shareholding of the Company with Virgata HQ Limited taking over Mapfre MSV Life’s stake. This meant that Virgata HQ Limited added 31.4% to their 6.2% stake already in hand, for a total shareholding of 37.6%. This also means that the major shareholder now has 37.6% of voting rights. This takeover sent a strong signal to the Maltese market and reflects confidence in the Company’s management and future potential. The Board continues to actively monitor the market for strategic growth opportunities. In the interim, surplus capital is being strategically allocated to a diversified portfolio of liquid assets, including treasury bills, bonds and listed equities. The Company stood on the market to purchase back its own bonds. The current outstanding balance of the Company’s bond on the market is €4,900,000 (original amount €8,500,000). The bond redemption is due this September. The Company plans to replace the bond with a standard Bank facility. Financial results For the financial year ended 31 December 2025, the Group generated revenue of €3,159,004 a decrease of 2.72% when compared to €3,247,312 (2024). The Group’s Earnings before Interest, Taxation, Depreciation and Amortisation (EBITDA) remained stable at €2,184,465 (2025) from €2,199,591 (2024). EBITDA is defined as the operating result after, from revenue (Note 16), deducting marketing and maintenance costs (Note 17) and administrative expenses (Note 17). This reconciles to the operating profit before depreciation line in the income statement. 1
The Group’s profit before tax for 2025 registered an increase of 0.3% to €1,619,580 (2025) from €1,614,690 (2024). Taxation stands at €487,596 (2025), from €493,305 (2024). The profit after tax for the year increased by 0.95% to €1,131,984 (2025) from €1,121,385 (2024). The Group’s operating costs for 2025 amounted to €1,540,463 (2024: €1,598,549) whilst the cost to income ratio decreased to 48.8% (2024: 49.2%). This is arrived at by expressing total operating cost (Note 17) as a percentage of revenue (Note 16), both figures being noted above. Corporate Sustainability Plaza Centres p.l.c. continues to recognize its role in supporting its primary stakeholders while maintaining a focus on a sustainable long-term outlook. The company remains committed to the implementation of its Environmental, Social, and Governance (ESG) policy, focusing on operational efficiencies and responsible management practices that align with our broader corporate objectives. The ESG governance framework, which was solidified in 2024, remains the cornerstone of our approach. The members of this Committee include the Chief Executive Office, Chief Financial Officer, and the Centre Manager of the Company, and is chaired by an external sustainability advisor. To ensure effective governance, the ESG Steering Committee convenes at least six times a year and reports directly to the Audit Committee of the Company. At the heart of our corporate sustainability strategy is a commitment to fostering a circular economy while providing direct support to the communities we serve. This year, we were proud to formalize a partnership with The Malta Trust Foundation through a dedicated bottle recycling initiative. By converting waste into resources, every recycled bottle collected within our Foodhall directly contributes to the Foundation’s vital social projects. Beyond this flagship partnership, we have remained steadfast in our philanthropic outreach, providing financial contributions to various NGOs dedicated to the protection of vulnerable persons, animal welfare, and environmental conservation. Through these collective efforts, we aim to ensure that our commercial growth is inextricably linked to the well-being of our society and the planet. Sustainability Performance and Reporting Methodology The reporting boundary for this assessment is defined by the operational control approach, focusing on activities where the company has the direct authority to implement policies and influence environmental outcomes. While Scope 3 value chain emissions are acknowledged as a significant part of the broader climate impact, the company has prioritized categories where it has direct influence and reliable data. This targeted approach ensures that sustainability efforts are concentrated where management actions can most effectively drive efficiencies and support meaningful emission reductions. A significant improvement in data management and collection methods this year has resulted in a more accurate reflection of actual emissions. While the current total figure appear considerably lower than in previous years, this change is largely attributed to refined data quality rather than a verified physical reduction. In prior years, a lack of primary data necessitated more conservative, higher-estimated values, however a full exercise has been undertaken and the values of 2024 have been reworked so that the values for the year under review can be compared with values of the previous year. Consequently, a formal baseline year has now been established (Year 2024) and values can be directly compared to that year. Detailed findings indicate an apparent drop in fugitive emissions; however, this is due to the 2024 installation and initial charging of new HVAC equipment, which created an artificially high comparative baseline. Conversely, a small decrease in Scope 2 electricity consumption was noted. The Scope 3 categories included in the assessment reflect a more targeted reporting approach, excluding those associated with high data uncertainty—particularly where emissions arise from professional services and capital goods with complex, multi-layered supply chains. The company is instead prioritising categories where there is greater data reliability and clearer potential for mitigation and control. 2
Emissions by Scope 2024 emissions 2025 emissions (tCO2e) (tCO2e) Scope 1 111 58 Scope 2 781 772 Scope 3 92 88 Grand Total 984 918 Outlook for 2026 Global political tensions have escalated in 2026 with a new conflict erupting between a U.S.-Israeli coalition and Iran. This conflict will have a negative effect on a small island like Malta, especially in terms of logistics and maritime security. As a consequence, the rate of inflation is expected to increase again over the coming months principally on imported goods. Competition in both the retail and office sectors are strong. The influx of foreign businesses relocating to Malta is very slow, leading to an oversupply of offices sitting on the market. The prime location of The Plaza Commercial Centre remains an important factor which contributes to the demand for our premises. Plaza goes beyond just shopping, it’s a lifestyle, as it offers a wide array of experiences within the Centre. The Board of Directors are confident that the investments being made in upgrading the property is essential to remain competitive and attract new tenants to the Company’s property. In line with the Company's strategic direction, Plaza continues to explore the feasibility and attractiveness of growth opportunities which make economic sense to the business. The Company’s single most important financial milestone this year is the maturity of the €8,500,000, 3.9% Unsecured Bonds. Through a buy-back programme, over the past years the Company has reduced the outstanding balance to €4,900,000. The Group and the Company hold investments of a comparable value which are readily convertible into cash and may be liquidated at short notice, if required, to meet obligations as they fall due. In addition, the Group and the Company have secured committed loan facilities, supported by a sanction letter issued by the local credit institution, confirming the availability of funding and providing additional liquidity support. Financial risk management During 2025, there has been no changes in the Group’s financial risk management. Information relating to the Group’s financial risk management is disclosed in Note 2 to the financial statements. Results, dividends and reserves The consolidated financial results are set out in the income statement. The Directors are recommending the payment of a final net dividend of €350,000, equivalent to €0.0137 per share, this payment is over and above the interim dividend of €250,000, equivalent to €0.0098 per share, paid to shareholders in August 2025. The total net dividend being declared for the year under review amounts to €600,000 (2024: €600,000). Retained earnings carried forward at the end of the financial reporting period amounted to €5,559,231 (2024: €5,033,257) for the Group and €5,560,000 (2024: €5,024,392) for the Parent Company. Directors The Directors of the Parent Company who held office during the year were: Charles J. Farrugia (Chairman) Josianne Briffa (resigned 18 December 2025) Emanuel P. Delia Gregory Gatt (appointed 18 December 2025) Jordi Goetstouwers (appointed 18 December 2025) Stephen Gauci (appointed 18 June 2025, resigned 18 December 2025) Brian R. Mizzi Alfredo Munoz Perez (resigned 18 June 2025) Petra Alisa Vella Gerald J. Zammit 3
The Directors are required in terms of the Parent Company’s Articles of Association to retire at the forthcoming Annual General Meeting and may offer themselves for re-appointment or re-election. A shareholder holding not less than 14 per cent of voting rights of the issued share capital or a number of shareholders who between them hold not less than 14 per cent, shall appoint one director for every such 14 per cent holding by letter addressed to the Parent Company. All shares not utilised to make appointments in terms of the above shall be entitled to vote at the Annual General Meeting to elect the remaining directors. The Memorandum and Articles of the Parent Company provide for a Board of Directors of not less than five and not more than seven members. Share capital of the Parent Company The Parent Company has an authorised share capital of 75,000,000 ordinary shares of €0.20 each, and issued and fully paid share capital of 25,492,000 ordinary shares with a nominal value of €0.20 each. The Parent Company’s share capital consists of only one class of shares, and all shares in that class are admitted to trade on the Malta Stock Exchange (‘’MSE’’). All shares in the Parent Company are freely transferable. There are no shareholders having special control rights in the Parent Company, nor are there any restrictions on voting rights in the Parent Company. The Parent Company does not operate any employee share option schemes. The Parent Company is not aware of any agreements between shareholders with respect to the transfer of shares or the exercise of voting rights. No disclosures are being made pursuant to Capital Market Rules 5.64.10 and 5.64.11 as these are not applicable to the Parent Company. The following are the shareholders holding more than 5 per cent of the voting issued share capital of the Parent Company: % holding At 31.12.2 5 Virgata HQ Ltd 37.62% Rizzo Farrugia & Co (Stockbrokers) Ltd – Nominee Account 14.20% Lombard Bank Malta p.l.c. 5.92% Statement of Directors’ responsibilities for the financial statements The Directors are required by the Maltese Companies Act (Cap. 386) to prepare financial statements which give a true and fair view of the state of affairs of the Group and the Parent Company as at the end of each reporting period and of the profit or loss for that period. In preparing the financial statements, the Directors are responsible for: ● ensuring that the financial statements have been drawn up in accordance with International Financial Reporting Standards as adopted by the EU; ● selecting and applying appropriate accounting policies; ● making accounting estimates that are reasonable in the circumstances; ● ensuring that the financial statements are prepared on the going concern basis unless it is inappropriate to presume that the Group and the Parent Company will continue in business as a going concern. The Directors are also responsible for designing, implementing and maintaining 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, and that comply with the Maltese Companies Act (Cap. 386). They are also responsible for safeguarding the assets of the Group and the Parent Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. 4
The financial statements of Plaza Centres p.l.c. for the year ended 31 December 2025 are included in the Annual Financial Report 2025, which is made available on the Parent Company’s website. The Directors are responsible for the maintenance and integrity of the Annual Financial Report on the website in view of their responsibility for the controls over, and the security of the website. Access to information published on the Parent Company’s website is available in other countries and jurisdictions, where legislation governing the preparation and dissemination of financial statements may differ from requirements or practice in Malta. The Directors further 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 Parent Company as at 31 December 2025, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the EU; and ● the Annual Report includes a fair review of the development and performance of the business and the position of the Group and the Parent Company, together with a description of the principal risks and uncertainties that it faces. Going concern basis After making due enquiries, the Directors have a reasonable expectation, at the time of approving the financial statements, that the Group and the Parent Company have adequate resources to continue in operational existence for the foreseeable future (Note 1.1). For this reason, the Directors continue to adopt the going concern basis in preparing the financial statements. Events after the reporting date During an Extraordinary General Meeting (EGM), the Company presented three resolutions to shareholders. Resolution One and Two were extraordinary resolutions and Resolution Three was an ordinary resolution. Resolution One, relating to the amendment of Article 6 of the Memorandum & Articles, and Resolution Two, concerning the authorisation for the repurchase and cancellation of the Company’s own shares, were not approved as they did not satisfy one of the required voting criteria. Resolution Three, an ordinary resolution to approve the capitalisation of the share premium account and the issuance of bonus shares, was also not approved. The Company will convene a subsequent EGM on 14 May 2026, to seek approval of Resolutions One and Two. Subsequent to the reporting date, the Company obtained a sanction letter from a local credit institution to support the redemption of the bond due in September 2026. Auditors Ernst & Young Malta Limited have indicated their willingness to continue in office and a resolution for their re- appointment will be proposed at the Annual General Meeting The Directors’ Report was signed on behalf of the Board of Directors on 27 April 2026 by Charles J Farrugia (Chairman) and Gregory Gatt (Director) as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report. Registered office: Company secretary: The Plaza Commercial Centre Louis de Gabriele Bisazza Street Sliema SLM 1640 Telephone Number: Malta +356 21343832 5
Corporate Governance - Statement of compliance 1. Introduction Pursuant to the Capital Markets Rules issued by the Malta Financial Services Authority, Plaza Centres p.l.c. (“Plaza”) should endeavour to adopt the Code of Principles of Good Corporate Governance contained in Appendix 5.1 to Chapter 5 of the Capital Markets Rules (the “Code”). In terms of Capital Markets Rule 5.94, Plaza hereby reports on the extent of its adoption of the principles of the Code for the financial year being reported upon. Plaza acknowledges that the Code does not dictate or prescribe mandatory rules, but recommends principles of good practice. However, the Directors strongly believe that such practices are generally in the best interests of Plaza and its shareholders and that compliance with the principles of good corporate governance is not only expected by investors but also evidences the Directors’ and Plaza’s commitment to a high standard of good governance. The Board of Directors of Plaza (the “Board”) has carried out a review of Plaza’s compliance with the Code for the financial year being reported upon. 2. General Plaza’s governance principally lies with its Board which is responsible for the overall determination of Plaza’s policies and business strategies. Plaza’s principal activity is to lease, manage and market its Shopping and Commercial Centre. Plaza has adopted a corporate decision-making and supervisory structure that is tailored to suit its requirements and designed to ensure the existence of adequate controls and procedures within Plaza, whilst retaining an element of flexibility essential to allow Plaza to react promptly and efficiently to the dictates of its business, its size and the economic conditions in which it operates. The Directors are of the view that it has employed structures which are most suitable for the size, nature and operations of Plaza. Accordingly in general, the Directors believe that Plaza has adopted appropriate structures to achieve an adequate level of good corporate governance, together with an adequate system of control in line with Plaza’s requirements. This corporate governance statement (the “Statement”) will now set out the structures and processes in place within Plaza and how these effectively achieve the goals set out in the Code. For this purpose, this Statement will make reference to the pertinent principles of the Code and then set out the manners in which the Directors believe that these have been adhered to. Where Plaza has not complied with any of the principles of the Code, this Statement will give an explanation for non-compliance. For the avoidance of doubt, reference in this Statement to compliance with the principles of the Code means compliance with the Code’s main principles and the Code provisions. 3. Compliance with the Code Principles One to Five Principles One to Five of the Code deal fundamentally with the role of the Board and of the Directors. The Directors believe that for the period under review Plaza has generally complied with the requirements for each of these principles. Principle One: The Board The Board is composed of members who are fit and proper to direct the business of Plaza with honesty, competence, and integrity. All the members of the Board are fully aware of, and conversant with, the statutory and regulatory requirements connected to the business of Plaza. The Board is accountable for its performance and that of its delegates to shareholders and other relevant stakeholders. 6
The Board is responsible for determining Plaza’s strategic aims and organisational structure, whilst ensuring that Plaza has the appropriate mix of financial and human resources to meet its objectives and improve its performance. The Board has throughout the period under review provided the necessary leadership in the overall direction of Plaza and has adopted prudent and effective systems whereby it obtains timely information from the Chief Executive Officer (the “CEO”). This ensures an open dialogue between the CEO and Directors at regular intervals, and not only at meetings of the Board. The Directors believe that the attendance of the CEO at Directors’ meetings as well as regular reporting and ongoing communication through the Executive Committee has improved the communication between the Board and the CEO and ensures continued prosperity of Plaza as regular liaison between the Board and the CEO enhances the probability of risks being effectively assessed and managed. Plaza has a structure that ensures a mix of executive and non-executive Directors that enables the Board, and particularly the non-executive Directors to have direct information about Plaza’s performance and business activities. Principle Two: Chairman and Chief Executive In line with the requirements of Code principle Two, Plaza has segregated the functions of the CEO and the Chairman. Whilst the CEO heads the Executive Committee and management, the Chairman’s main function is to lead the Board and set its agenda, a function which the Board believes has been conducted in compliance with the dictates of Code Provision 2.2. The Chairman is also responsible to ensure that the Board receives precise, timely and objective information so that the Directors can take sound decisions and effectively monitor the performance of Plaza. The Chairman exercises independent judgement and ensures that, during Board meetings, there is effective communication with stakeholders as well as active engagement by all Directors for the discussion of complex and/or contentious issues. The CEO is accountable to the Board of Plaza for all business operations. He has the power and authority to appoint the persons to fill in the post of each member of the Executive Committee. He also has the discretion to ask any one or more of such members, from time to time, to address the Board on matters relating to the operations of Plaza. The Board believes that each of the CEO and the Chairman maintain significant experience and practice that determines the two roles. Principle Three: Composition of the Board The composition of the Board, in line with the requirements of Code principle Three, is composed of executive and non-executive Directors, including independent non-executives. During 2025, the Board was composed of two directors having an executive role as part of the Executive Committee and five other Directors acting in a non-executive capacity. The members of the Board for the year under review were Mr. Charles J. Farrugia (Chairman), Ms. Josianne Briffa (resigned 18 December 2025), Prof. Emanuel P. Delia, Mr. Gregory Gatt (appointed 18 December 2025), Mr. Jordi Goetstouwers (appointed 18 December 2025), Mr. Stephen Gauci (appointed 18 June 2025, resigned 18 December 2025), Mr. Brian R. Mizzi, Mr. Alfredo Munoz Perez (resigned 18 June 2025), Ms. Petra Alisa Vella and Mr. Gerald J. Zammit. Pursuant to generally accepted practices, as well as article 55.1 of Plaza’s Articles of Association, the appointment of Directors to the Board is reserved exclusively to Plaza’s shareholders, except in so far as an appointment is made to fill a vacancy on the Board. The Board meets on a regular basis. Board meetings usually focus on strategy, operational performance and financial performance. The Board also delegates specific responsibilities to the CEO and ad-hoc Committees as may be required from time to time. For the purposes of Code provision 3.2, the Board considers each of the non-executive Directors as independent within the meaning of the Code, notwithstanding the relationships disclosed hereunder. The independent, non-executive Directors who held office as at 31 December 2025 were the following: i) Prof. Emanuel P. Delia – the Chairman of Amalgamated Investments SICAV p.l.c., which company is a shareholder of Plaza; 7
ii) Gregory Gatt – leads the finance function of Virgata HQ Ltd, which company is a shareholder of Plaza; iii) Jordi Goetstouwers – the founder and director of Virgata Group sàrl, whose subsidiary Virgata HQ Ltd is a shareholder of Plaza; iv) Brian R. Mizzi – a director of Mizzi Organisation Limited, which company is a shareholder of Plaza; v) Petra Alisa Vella – a Marketing and Internationalisation Director at Bortex Group, which company is a tenant of Plaza. Each of Prof. Emanuel P. Delia and Brian R. Mizzi have been in office for a period of at least 12 years. Notwithstanding such tenure the board of directors still considers them as independent. The Board has satisfied itself that each of the two directors have no direct relationships that are calculated to compromise their independence, and have at all times demonstrated independence of character and judgement throughout their tenure of office constructively challenging management and executive directors on strategic matters. The Board is satisfied that the length of service has not diminished the directors’ willingness or ability to act independently. None of the non-executive Directors: (a) has been an executive officer of Plaza or its subsidiary within the last three years; (b) are or have been employed in any capacity by Plaza; (c) receive significant additional remuneration from Plaza; (d) have close family ties with any of the executive members of the Board; (e) have been within the last three years an engagement partner or a member of the audit team of the present or past external auditor of Plaza; and (f) have a significant business relationship with Plaza. In terms of Code provision 3.4, each non-executive director has declared in writing to the Board that he/she undertakes: ● to maintain in all circumstances his/her independence of analysis, decision and action; ● not to seek or accept any unreasonable advantages that could be considered as compromising his/her independence; and ● to clearly express his/her opposition in the event that he/she finds that a decision of the Board may harm Plaza. Each non-executive director has complied with such an undertaking for the period under review. Principle Four: The Responsibilities of the Board In terms of Code principle Four, it is the Board’s responsibility to ensure a system of accountability, monitoring, strategy formulation and policy development. Accordingly, the Board is entrusted with the overall direction, administration and management of the Group (i.e. the Company and Esports Avenue Limited (C 102562) and in fulfilling this mandate, assumes responsibility for the following: ● to review, evaluate and approve the business plan and budgets that are submitted by management and work with management towards their successful implementation; ● to identify the principal business risks for the Group and overseeing the implementation and monitoring of appropriate risk management systems; ● to ensuring that effective internal control systems are in place and reviewing their effectiveness; ● to review the assignment of management responsibilities, the performance of senior management and to monitor the establishment of appropriate systems of succession planning; ● to review, evaluate and approve the compensation strategy for senior management and to ensure that the Group has in place a policy to enable it to communicate effectively with shareholders, other stakeholders and the public generally; 8
● to review and approve various management reports as well as annual financial plans, including capital budgets, together with the regular review of the strategies, processes and policies adopted for implementation; and ● to participate in training and refresher courses, and to keep abreast with applicable regulatory issues, at least annually. The Executive Committee Whilst these are matters which are reserved for the Board to determine, the Board believes that this responsibility includes the appropriate delegation of authority and accountability for Plaza’s day to day business to the Executive Committee, in a manner that is designed to provide high levels of comfort to the Directors, that there is proper monitoring and accountability apart from the appropriate implementation of corporate policy. Nonetheless, the Executive Committee operates under its formal Terms of Reference and matters relating to administration, finance and strategy are discussed at Board level. During 2025, the Executive Committee was composed of the following members: Mr. Charles J. Farrugia – the Chairman of the Board; Mr. Steve Abela – the CEO; and Mr. Gerald J. Zammit – Director. The Executive Committee met 12 times during the year under review (2024: 9). The Audit Committee Plaza has established an Audit Committee in line with the requirements of the Capital Markets Rules whose principal role is the monitoring of internal systems and control. Unlike the provisions of the Code, which are not mandatory in nature, the Directors acknowledge that the requirement of having an Audit Committee in place is an obligation under the Capital Markets Rules. The members of the Audit Committee for the year under review were Ms. Josianne Briffa (resigned 18 December 2025), Mr. Gregory Gatt (appointed 18 December 2025) (Chairman of the Audit Committee), Prof. Emanuel P. Delia and Mr. Brian R. Mizzi. The Directors believe that Mr. Gregory Gatt is independent and competent in accounting and/or auditing in terms of Capital Markets Rule 5.117. The Directors believe that Mr. Gregory Gatt satisfies the independence criteria as he is independent within the meaning of the Code as explained above in this Statement. Furthermore, Mr. Gatt is also competent in accounting/auditing given his extensive experience in the financial services sector and has the necessary skills to undertake the responsibilities required of him. The terms of reference of the Audit Committee, approved by the Board, are modelled on the recommendations 1 of the Capital Markets Rules . They include, inter alia, the responsibility of reviewing the financial reporting process and policies, the system of internal control and management of financial risk, the audit process, any transactions with related parties and Plaza’s process for monitoring compliance with laws and regulations. The external auditors are invited to attend specific meetings of the Audit Committee and are entitled to convene a meeting if they consider that it is necessary. When the Audit Committee’s monitoring and review activities reveal cause for concern or scope for improvement, it shall make recommendations to the Board on the action needed to address the issue or make improvements. In the period under review, the Audit Committee met 5 times (2024: 4). 1 The terms of reference of the Audit Committee include support to the Board in its responsibilities in dealing with issues of risk, control and governance, and associated assurance. The Board has set formal terms of establishment and the terms of reference of the Audit Committee which set out its composition, role and function, the parameters of its remit as well as the basis for the processes that it is required to comply with. 9
Board of Directors The role of the Board is exercised in a manner designed to ensure that it can function independently of management and effectively supervises the operations of Plaza. Each Board meeting is presented with a report by the CEO. Such report regularly includes: (i) Plaza’s management accounts circulated monthly to each Director; (ii) a management commentary on the results and on relevant events and decisions; and (iii) background information on any matter requiring the approval of the Board. In fulfilling its mandate, the Board assumes responsibility to: a) Establish appropriate corporate governance standards; b) Review, evaluate and approve, on a regular basis, long-term plans for Plaza; c) Review, evaluate and approve Plaza’s budgets and forecasts; d) Review, evaluate and approve major resource allocations and capital investments; e) Review the financial and operating results of Plaza; f) Ensure appropriate policies and procedures are in place to manage risks and internal control; g) Review, evaluate and approve the overall corporate organisation structure, the assignment of management responsibilities and plans for senior management development including succession; h) Review, evaluate and approve compensation to senior management; and i) Review periodically Plaza’s objectives and policies relating to social, health and safety and environmental responsibilities. The Board does not consider it necessary to constitute separate committees to deal, inter alia, with item (h) above, as might be appropriate in a larger company. In ensuring compliance with other statutory requirements and with continuing listing obligations, the Board is advised directly, as appropriate, by its appointed broker, legal advisor and other advisors. In accordance with the above, the Board engages in periodic strategic reviews, which include consideration of long-term projections and the revaluation of the business objectives in the short term. Regular budgets and strategic plans are prepared and performance against these plans is monitored and reported to the Board using key risk and performance indicators annually, so that corrective measures can be taken to address any deficiencies and to ensure the future sustainability of the Company. These key risk and performance indicators are benchmarked against industry norms so that the Company’s performance can be effectively evaluated. As part of succession planning, the Board and CEO ensure that Plaza implements appropriate schemes to recruit, retain and motivate employees and senior management. Directors are entitled to seek independent professional advice at any time on any aspect of their duties and responsibilities, at Plaza’s expense. During the financial year under review, the Board held 9 meetings (2024: 11). Principle Five: Board Meetings The Board believes that it complies fully with the requirements of this principle and the relative Code provisions, in that it has systems in place to ensure the reasonable notice of meetings of the Board and the circulation of discussion papers in advance of meetings so as to provide adequate time to Directors to prepare themselves for such meetings. To this effect, advance notice of ad hoc meetings of the Board is also given, so as to allow Directors sufficient time to re-arrange their commitments in order to be able to participate. Minutes are prepared during all Board meetings recording faithfully attendance, discussions and resolutions. These minutes are subsequently circulated to all Directors as soon as practicable after the meeting. The Board meets as often and as frequently required in line with the nature and demands of the business of Plaza. Directors attend meetings on a frequent and regular basis and dedicate the necessary time and attention to their duties as directors of Plaza. The following is the attendance at board meetings of each of the Directors during 2025: Mr. Charles J. Farrugia – Chairman 9 10
Ms. Josianne Briffa (resigned 18 December 2025) 9 Prof. Emanuel P. Delia 7 Mr. Gregory Gatt (appointed 18 December 2025) - Mr. Jordi Goetstouwers (appointed 18 December 2025) - Mr. Stephen Gauci (appointed 18 June 2025, resigned 18 December 2025) 5 Mr. Brian R. Mizzi 5 Mr. Alfredo Munoz Perez (resigned 18 June 2025) 4 Ms Petra Alisa Vella 8 Mr. Gerald J. Zammit 9 The Chairman ensures that all relevant issues are on the agenda supported by all available information, whilst encouraging the presentation of views pertinent to the subject matter and giving all Directors every opportunity to contribute to relevant issues on the agenda. The agenda on the Board strikes a balance between long-term strategic and short-term performance issues. Principle Six: Information and Professional Development The Board believes that this principle has been duly complied with for the period under review. The CEO is appointed by the Directors and enjoys the full confidence of the Board. The CEO actively participates in the appointment of senior management and ensures that there is adequate training in Plaza for directors, management and employees. The CEO adopts an open door policy with all staff and conducts various informal meetings with each employee to assess and monitor performance as well as staff morale. Staff duties are listed by role in order to make it easier for succession planning. Additionally, all new employees, staff, executives and Directors, undergo an induction programme upon joining, which covers, to the extent necessary, the Company’s organization and activities and his/her responsibilities. Principle Seven: Evaluation of the Board’s performance Over the period under review it is the Board’s opinion that all members of the Board, individually and collectively, have contributed in line with the required levels of diligence and skill. In addition, the Board believes that its current composition endows the Board with a cross-section of skills and experience and achieves the appropriate balance required for it to function effectively. During the year, the Directors carried out a self-evaluation performance analysis, including the Chairman. The results of this analysis did not require any material changes in Plaza’s corporate governance structure. Principle Eight: Committees Code principle Eight A deals with the establishment of a Remuneration Committee for Plaza aimed at developing policies on remuneration for Directors and senior executives and devising appropriate remuneration packages. The Board has established a remuneration policy for Directors and senior executives, underpinned by formal and transparent procedures for the development of such a policy and the establishment of the remuneration packages of individual Directors. The remuneration policy was approved by the shareholders in a general meeting and the remuneration of directors and senior management is paid in accordance with the terms of that policy. The Board notes that the organisational set-up of Plaza consisted of 14 employees, of whom 1 is considered to be a senior officer. The size of its human resource does not, in the opinion of the Directors, warrant the establishment of an ad-hoc Remuneration Committee. Remuneration policies have therefore been retained within the remit of the Board itself. Further information on the Directors’ remuneration is included in the Remuneration Report below. Code principle Eight B of the Code deals with the requirement of a formal and transparent procedure for the appointment of Directors. The Board believes that the main principle has been duly complied with, in that it is the Articles of Association of Plaza themselves that establish a formal and transparent procedure for the appointment of Directors. The Company has however not established a Nominations Committee as suggested by the Code. 11
Principles Nine and Ten: Relations with Shareholders and with the Market, and Institutional Shareholders The Board serves the legitimate interests of Plaza, accounts to shareholders and bondholders fully and ensures that Plaza communicates with the market effectively through a number of company announcements that it publishes, informing the market of significant events relevant to Plaza and its business, and of developments relevant to investors. Thus, Plaza recognises the importance of maintaining a dialogue with the market to ensure that its strategies and performance are well understood and disclosed in a timely manner. In this respect, the Board notes that the reaction of market participants to Plaza’s communication strategy of important events has been positive. Plaza will be holding its 26th Annual General Meeting where the Board intends to communicate directly with shareholders on the performance of Plaza over the last financial year and to inform shareholders of the challenges that lie ahead. Business at Plaza’s Annual General Meeting covers the approval of the Annual Report and Audited Financial Statements, the declaration of a dividend, if any, the election of Directors, the determination of the maximum aggregate emoluments that may be paid to Directors, the appointment of auditors and the authorisation of the Directors to set the auditors’ remuneration. Apart from the Annual General Meeting, Plaza intends to continue with its active communication strategy with the market, and shall accordingly continue to communicate with its shareholders and bondholders and the market by way of the Annual Financial Report and Consolidated Financial Statements Report, by publishing its results on a six-monthly basis during the year, and by way of company announcements to the market in general. Plaza recognises the importance of maintaining a dialogue with the market to ensure that its strategies and performance are well understood and disclosed to the market in a timely manner. Plaza’s website (www.plaza-shopping.com) also contains information about Plaza and its business, which is a source of further information to the market. Plaza’s Articles of Association allow minority shareholders to call special meetings on matters of importance to Plaza, provided that the minimum threshold of ownership established in the Articles of Association is met. Additionally, in practice, there exists the possibility for an open channel of communication between Plaza and minority shareholders via the Company Secretary, to the effect that any issue that may merit bringing to the attention of the Board may be transmitted via the Company Secretary, who is in attendance at all meetings of the Board of Directors. Principle Eleven: Conflicts of Interest It is the practice of the Board that when a potential conflict of interest arises in connection with any transaction or other matter, the potential conflict of interest is declared in line with internal policies so that steps may be taken to ensure that such items are appropriately addressed. The steps taken will depend on the circumstances of the particular case, and may include the setting up of ad-hoc committees of independent Directors that would assist and monitor management as appropriate in the execution of specific transactions. By virtue of the Memorandum and Articles of Association, the Directors are obliged to keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with that of Plaza. The Board member concerned shall not take part in the assessment by the Board in determining whether a conflict of interest exists. A director shall not participate in a discussion concerning matters in which he has a conflict of interest (unless the Board finds no objection), nor shall he vote in respect of any contract, arrangement, transaction or proposal in which he has material interest in accordance with the Memorandum and Articles of Association. The Board believes that this is a procedure that achieves compliance with both the letter and rationale of Code principle eleven. There were no changes in the Directors’ interest in the shareholding of the Company between year-end and 27 April 2026. Commercial relationships between Plaza and other companies with common Directors and shareholders may include the purchase of supplies and services, and the letting of outlets. Such contracts are entered into in the ordinary course of business and terms and conditions of new contracts negotiated are reviewed by Plaza’s Audit Committee. During the financial year under review, these contracts include income from lettings and premia of €136,360 (2024: €209,250) Furthermore, as at 31 December 2025 Plaza also had an amount of €455,950 (2024: € 642,200) invested in listed debt securities of such companies. Other related party transactions as defined by IAS 24 are disclosed in Note 29 to the financial statements. 12
As at the date of this Statement, the interests of the Directors in the shares of Plaza, including indirect shareholdings through other companies, were as follows: - Brian R. Mizzi has an indirect interest in the share capital of Plaza by virtue of his ultimate effective holding of 8.33% (2024: 8.33%) shares in Mizzi Organisation Limited that holds 4.76% (2024: 4.76%) shareholding in Plaza Centres p.l.c. - Gregory Gatt has a direct interest in the share capital of Plaza by virtue of his holding of 0.01% shares in Plaza Centres p.l.c. - Jordi Goetstouwers has an indirect interest in the share capital of Plaza by virtue of his ultimate effective holding of 100% shares in Virgata HQ Ltd that holds 37.62% shareholding in Plaza Centres p.l.c. - Charles J. Farrugia has a direct interest in the share capital of Plaza by virtue of his holding of 0.09% (2024: 0.09%) shares in Plaza Centres p.l.c. - Gerald J. Zammit has a direct interest in the share capital of Plaza by virtue of his holding of 0.08% (2024: 0.07%) shares in Plaza Centres p.l.c. Principle Twelve: Corporate Social Responsibility The Directors are committed to high standards of ethical conduct and to contribute to the development of the well-being of employees and their families as well as the local community and society at large. Plaza recognises the importance of its role in the corporate social responsibility arena and seeks to ensure that in its operations the environment is respected. The Directors are also aware of the importance of having good relations with stakeholders and strive to work together with them in order to invest in human capital and safety issues and to adopt environmentally friendly responsible practices. 4. Non-Compliance with the Code The Directors set out below the Code Provisions with which they do not comply and an explanation as to the reasons for such non-compliance: Code Provision Explanation 2.3 With respect to Code Provision 2.3, the Board notes that the Chairman is also a member of the Executive Committee. However, the Board is of the view that this function of the Chairman does not impinge on his ability to bring to bear independent judgement to the Board. 4.2 The Board has not formally developed a succession policy for the future composition of the Board of Directors as recommended by Code Provision 4.2.7. 7.1 The Board has not appointed a committee for the purpose of undertaking an evaluation of the Board’s performance in accordance with the requirements of Code Provision 7.1. The Board believes that the size of Plaza and the Board itself does not warrant the establishment of a committee specifically for the purpose of carrying out a performance evaluation of its role. Whilst the requirement under Code Provision 7.1 might be useful in the context of larger companies having a more complex set-up and a larger Board, the size of Plaza’s Board is such that it should enable it to evaluate its own performance without the requirement of setting up an ad-hoc committee for this purpose. The Board does in fact conduct a self-evaluation performance exercise on an annual basis and takes the necessary actions to address any points raised by Directors. 13
8A The Board has not appointed a Remuneration Committee in line with Code provision 8A, particularly in light of the objectivity with which variable remuneration is computed. Variable remuneration payable to Directors is subject to a cap and is computed on the basis of a simple, automatic formula, which, in the Board’s view, does not necessistate the establishment of a separate Remuneration Committee. Variable remuneration for Directors was introduced in 2017. The Board intends to keep under review the utility and possible benefits of having a Remuneration Committee in due course. 8B The Board has not appointed a Nominations Committee in line with Code provision 8B, particularly in the light of the specific manner in which the Articles of Association require that Directors be appointed by a shareholding qualification to the Board. The Board believes that the current Articles of Association do not allow the Board itself to make any recommendations to the shareholders for appointments of Directors and that if this function were to be undertaken by the Board itself or a Nominations Committee, they would only be able to make a non-binding recommendation to the shareholders having the necessary qualification to appoint Directors pursuant to the Articles of Association. The Board, however, intends to keep under review the utility and possible advantages of having a Nominations Committee and following an evaluation may, if the need arises, make recommendations to the shareholders for a change to the Articles of Association. 9.3 There are no procedures in place within Plaza for the resolution of conflicts between minority and controlling shareholders, nor does the Memorandum and Articles of Association contemplate any mechanism for arbitration in these instances. This is mitigated by ongoing open dialogue between executive management and non-executive Directors of Plaza, to ensure that such conflicts do not arise and if they do are effectively managed. 5. Internal control The Board is ultimately responsible for Plaza’s system of internal controls and for reviewing its effectiveness. Such a system is designed to manage rather than eliminate risk to achieve business objectives, and can provide only reasonable, and not absolute, assurance against normal business risks or loss. Through the Audit Committee, the Board reviews the effectiveness of Plazaʼs system of internal controls. The key features of Plaza’s system of internal control are as follows: Organisation Plaza operates through the CEO and Executive Committee with clear reporting lines and delegation of powers. Control Environment Plaza is committed to the highest standards of business conduct and seeks to maintain these standards across all its operations. Company policies and employee procedures are in place for the reporting and resolution of improper activities. Plaza has an appropriate organisational structure for planning, executing, controlling and monitoring business operations in order to achieve its objectives. Plaza maintains a Whistleblowing Policy following guidelines set in the Protection of the Whistleblowing (Amendment) Act 2021. 14
Risk Identification Management is responsible for the identification and evaluation of key risks applicable to their respective areas of business. 6. General meetings The general meeting is the highest decision making body of Plaza and is regulated by Plaza’s Articles of Association. All shareholders registered on the register of members of Plaza on a particular record date are entitled to attend and vote at general meetings. A general meeting is called by twenty-one (21) days’ notice. At an Annual General Meeting what is termed as “ordinary business” is transacted, namely, the declaration of a dividend, the consideration of the financial statements and the reports of the Directors and the auditors, the election of Directors, the appointment of auditors and the fixing of remuneration of Directors and auditors. Other business which may be transacted at a general meeting (including at the Annual General Meeting) will be dealt with as “Special Business”. Voting at any general meeting takes place by a show of hands, or a poll where this is demanded, or otherwise directed by the chair. Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands each shareholder is entitled to one vote and on a poll each shareholder is entitled to one vote for each share carrying voting rights of which he is a holder. In the case of equality of votes, whether on a show of hands or on a poll, the chair of the meeting shall have a second or casting vote. Shareholders who cannot participate in the general meeting may appoint a proxy by written or electronic notification to Plaza. Appointed proxy holders enjoy the same rights to participate in the general meeting as those to which the shareholder they represent is entitled. Every shareholder represented in person or by proxy is entitled to ask questions which are pertinent and related to the items on the agenda of the general meeting and to have such questions answered by the Directors or such persons as the Directors may delegate for such person. The Directors’ statement of responsibilities for preparing the financial statements is set out in the Directors’ report. The information required by Capital Markets Rule 5.97.5, where applicable for Plaza, is found in the Directors’ Report. Approved by the Board of Directors on 27 April 2026. 15
Remuneration report This remuneration report of Plaza Centres p.l.c. (the “Company”) provides an overview of the remuneration, including all benefits in whatever form, awarded or due during the financial year ending 31 December 2025 to the Directors of the Company and its Chief Executive Officer. The report also provides a summary of the remuneration policy which was approved and adopted on the 19 September 2020 and amended and approved by the shareholders at the annual general meeting of 14 June 2023 (the “Remuneration Policy”). The Remuneration Policy, which is the basis for remuneration of all members of the Board of Directors and the Chief Executive Officer, is available for inspection on the Company’s website at https://plaza-shopping.com. This remuneration report has been drawn up in compliance with the requirements of Chapter 12 of the Capital Markets Rules and contains the information required by the provisions of Appendix 12.1 of the Capital Markets Rules. Summary of the Remuneration Policy The Remuneration Policy defines the principles and guidelines that apply to both fixed and variable remuneration, including all bonuses and benefits, which can be awarded to Directors and the Chief Executive Officer (the “CEO”). In the case of variable remuneration to Directors, the Remuneration Policy sets out the criteria for the award of such variable remuneration. The Remuneration Policy is based on a number of key principles including the ability to attract and retain suitable candidates for the position of Directors and CEO, a focus on the total remuneration package and the recognition of both collective and individual achievements or additional responsibilities. The overall remuneration of the Board and the CEO consists of three components: ● a fixed honoraria for sitting members of the Board, or in the case of the CEO a fixed salary; ● additional remuneration where a member of the Board is assigned additional duties to sit on or chair a Board committee; and ● a bonus scheme linked to the performance of the Company. I. REMUNERATION OF DIRECTORS Board members The Board of Directors of the Company consists of 7 individuals. During 2025, the Board was composed of two directors having an executive role and five other Directors acting in a non-executive capacity. The members of the Board for the year under review were Mr. Charles J. Farrugia (Chairman), Ms. Josianne Briffa (resigned 18 December 2025), Prof. Emanuel P. Delia, Mr. Gregory Gatt (appointed 18 December 2025), Mr. Jordi Goetstouwers (appointed 18 December 2025), Mr. Stephen Gauci (appointed 18 June 2025, resigned 18 December 2025), Mr. Brian R. Mizzi, Mr. Alfredo Munoz Perez (resigned 18 June 2025), Ms. Petra Alisa Vella and Mr. Gerald J. Zammit. The Board considers each of the following Directors as independent within the meaning of the Code. The non- executive Directors who held office at 31 December 2025 were the following: i) Prof. Emanuel P. Delia ii) Gregory Gatt; iii) Jordi Goetstouwers; iv) Brian R. Mizzi; v) Petra Alisa Vella In view of their executive roles within the Company for over a three-year period, Charles J. Farrugia (Chairman) and Gerald J. Zammit are not considered as independent directors. 16
The Decision-making process with respect to remuneration of directors The aggregate emoluments that may be paid to the Directors excluding the CEO (who is not a member of the Board) is decided upon by the shareholders in the Annual General Meeting following a recommendation made to shareholders by the Board. Within the limit of the aggregate emoluments approved by the shareholders, the Board is responsible for deciding on the fixed honorarium to the Chairman and the other Directors. The Board of Directors is also responsible for fixing the additional compensation for the work performed by Directors on such committees. Aggregate approved remuneration of directors The aggregate remuneration approved by the shareholders for the financial year ended 31 December 2025 was €140,000, with €96,000 reserved for the fixed component and a maximum of €44,000 for the variable component. The aggregate emoluments approved by the shareholders includes the three components of remuneration contemplated by the Remuneration Policy, that is, the basic remuneration, additional remuneration and any bonuses to be granted by virtue of the bonus scheme linked to the performance of the Company. Total remuneration due to the Directors The total remuneration due to the Directors during the financial year ended 31 December 2025 amounted to €95,512, comprising fixed and variable components, although no variable remuneration was payable during the year. Fixed Component The Board believes that in line with local practice, the fixed honorarium for Directors is the principal component that compensates Directors for their contribution as members of the Board. The Chairman of the Board receives a higher honorarium in view of the role of acting as the most senior Director on the board and as the person responsible for chairing Board meetings, and co-ordinating Board assignments. Directors who are also appointed to sit on a committee of the Board or otherwise chair such committee are paid additional fixed honoraria for each such assignment. None of the Directors have service contracts with the Company and each Director serves from one Annual General Meeting to the next, when the appointment of Directors is conducted at the Annual General Meeting. Accordingly, none of the Directors have any entitlement to any compensation if they are removed from office. Such removal would require an ordinary resolution of the shareholders at a general meeting. The Directors are entitled to be paid travelling and other reasonable expenses incurred by them in the performance of their duties as directors. Variable Component In addition to the fixed honorarium the Chairman and the other Directors of the Company are also entitled to a variable component of remuneration linked to the performance of the Company in that financial year. In line with the Remuneration Policy, the Chairman and the other Directors are entitled to a bonus payment based on the following basic criteria and subject to a cap of €44,000. The bonus works on the basis of the following formula: (5xOutperformance) x base remuneration of the Director Where the term Outperformance refers to the percentage by which the profits before tax of the Company registered for a particular year exceed 105% of the profits before tax registered by the Company for the previous year, in both cases, in accordance with the audited financial statements of the Company for the respective years. Total remuneration paid to each individual director (fixed and variable) The table below shows the overall remuneration of each director paid during the financial years ended 31 December 2025 and 2024: 17
Fixed Component Relating to the year ended Relating to the year ended 31 December 202 5 31 December 202 4 Additional Additional Fixed remuneration Fixed remuneration honorarium for sitting on honorarium for sitting on € subcommittees € subcommittees € € Charles J. Farrugia 13,600 4,320 13,600 4,320 Josianne Briffa (resigned 18 December 2025) 9,651 4,632 10,000 4,800 Emanuel P. Delia 10,000 4,320 10,000 4,320 Gregory Gatt (appointed 18 December 2025) 349 - - - Jordi Goetstouwers (appointed 18 December 2025) 349 - - - Stephen Gauci (appointed 18 June 2025, resigned 18 December 2025) 4,986 - - - Brian R. Mizzi 10,000 4,320 10,000 4,320 Alfredo Munoz Perez (resigned 18 June 2025) 4,665 - 10,000 - Petra Alisa Vella 10,000 - 10,000 - Gerald J. Zammit 10,000 4,320 10,000 4,320 Variable Component No variable remuneration was payable to the Directors in respect of the financial years 2025 and 2024. The Company does not remunerate the Directors in any other manner, nor does it provide any loans or other guarantees to them. The directors receive no remuneration from any other company in which the Company has a controlling interest. Other information on remuneration in terms of Appendix 12.1 of the Capital Markets Rules In terms of the requirements of Appendix 12.1 of the Capital Market Rules, the following table presents the annual change of remuneration, of the Company’s performance, and of average remuneration on a full-time equivalent basis of the company’s employees (other than directors) over the two most recent financial years. The Company’s Directors and CEO have been excluded from the table below: 202 5/202 4 202 4/202 3 € € Group annual aggregate employee remuneration (excluding CEO) (5.39%) 10% The Group performance – Profit before tax 0.30% 4.05% Group average employee remuneration – full-time equivalent 1.88% 2.14% II. REMUNERATION OF THE CEO Steve Abela was the CEO of the Company for the financial year ended 31 December 2025. The CEO of the company is not a member of the board, although he attends and participates at board meetings. The CEO has a service contract with the Company of a definite duration that entitles him to a fixed salary. 18
The Decision-making process with respect to remuneration of the CEO The Board is responsible for establishing and fixing the remuneration of the CEO with respect to his executive role within the Company. Fixed Remuneration – Salary For the year under review the CEO received a gross salary of €92,512 (2024: €90,520) per annum. He is also covered by health insurance, life insurance, paid mobile phone and subscription, company car and fuel allowance in aggregate amounting to €11,264 (2024: €11,693). Variable Remuneration – Bonus The CEO is entitled to a discretionary bonus which is linked to the performance of the Company and the individual performance of the CEO over the course of the financial year. The Board sets targets at the beginning of the year to be reached by the CEO and then assess the performance against the benchmarks set at the beginning of each year and awards the bonus accordingly. In terms of the Remuneration Policy, the CEO is entitled to a discretionary performance related bonus that is capped at 25% of his fixed salary. In the year 2025, the CEO received a bonus of €3,000 (2024: €7,500). The Company does not remunerate its CEO in any other manner, nor does it provide any loans or other guarantees to him. The CEO receives no remuneration from any other company in which the Company has a controlling interest. The contents of the Remuneration report have been reviewed by the external auditor to ensure that the information required in terms of Appendix 12.1 to Chapter 12 of the Capital Markets Rules has been included. Approved by the Board of Directors on 27 April 2026. 19
Statements of financial position As at 31 December Group Company 2025 2024 2025 2024 Notes € € € € ASSETS Non-current assets Property, plant and equipment 4 32,263,430 32,530,124 32,263,430 32,531,159 Intangible assets 5 - 1,035 - - Financial assets at FVOCI 7.1 2,950,720 3,786,141 2,950,720 3,786,141 Loans receivable 8.1 2,489 10,745 2,489 10,745 Total non-current assets 35,216,639 36,328,045 35,216,639 36,328,045 Current assets Inventory - 40 - - Loans receivable 8.1 10,000 10,000 10,000 53,077 Trade and other 8.2 708,445 646,656 708,445 627,455 receivables Financial assets at FVPL 7.2 774,378 370,977 774,378 370,977 Cash at bank and in hand 9 1,176,058 57,305 1,176,058 36,325 Total current assets 2,668,881 1,084,978 2,668,881 1,087,834 Total assets 37,885,520 37,413,023 37,885,520 37,415,879 EQUITY AND LIABILITIES Capital and reserves Share capital 10 5,098,400 5,098,400 5,098,400 5,098,400 Share premium 11 3,094,868 3,094,868 3,094,868 3,094,868 Revaluation reserves 12 14,458,701 14,576,893 14,458,701 14,576,893 Retained earnings 5,559,231 5,033,257 5,560,000 5,024,392 20
Total capital and equity attributable to owners of the Company 28,211,200 27,803,418 28,211,969 27,794,553 Non-controlling interests 6.1 769 (16,489) - - Total equity 28,211,969 27,786,929 28,211,969 27,794,553 Non-current liabilities Trade and other payables 13 155,270 47,195 155,270 47,195 Lease liability 4 33,312 - 33,312 - Borrowings 14 73,402 4,968,179 73,402 4,968,179 Deferred tax liabilities 15 3,155,524 3,165,462 3,155,524 3,165,462 Total non-current liabilities 3,417,508 8,180,836 3,417,508 8,180,836 Current liabilities Trade and other payables 13 843,028 837,911 843,028 833,144 Lease liabilities 4 7,217 448 7,217 448 Current tax liabilities 445,416 446,076 445,416 446,075 Borrowings 14 4,960,382 160,823 4,960,382 160,823 Total current liabilities 6,256,043 1,445,258 6,256,043 1,440,490 Total liabilities 9,673,551 9,626,094 9,673,551 9,621,326 Total equity and liabilities 37,885,520 37,413,023 37,885,520 37,415,879 The accompanying notes are an integral part of these financial statements. The financial statements were approved and authorised for issue by the Board of Directors on 27 April 2026. The financial statements were signed on behalf of the Board of Directors by Charles J Farrugia (Chairman) and Gregory Gatt (Director) as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report. 21
Income statements Year ended 31 December Group Company 2025 2024 2025 2024 Notes € € € € Revenue 16 3,159,004 3,247,312 3,159,004 3,174,129 Marketing and maintenance costs 17 (219,262) (181,101) (219,262) (162,819) Administrative expenses 17 (755,277) (866,620) (762,901) (860,789) Operating profit before depreciation and amortisation Depreciation and 17 2,184,465 2,199,591 2,176,841 2,150,521 amortisation (565,924) (550,828) (565,924) (531,330) Operating profit 1,618,541 1,648,763 1,610,917 1,619,191 Investment and other related income/(expenses) 19 85,375 (12,383) 85,375 (12,383) Finance income 20 124,325 202,881 124,325 210,655 Finance costs 21 (208,661) (224,571) (208,661) (223,144) Profit before tax 1,619,580 1,614,690 1,611,956 1,594,319 Tax expense 22 (487,596) (493,305) (487,596) (493,305) Profit for the year 1,131,984 1,121,385 1,124,360 1,101,014 Profit/(loss) attributable to: Owners of the parent 1,114,726 1,135,627 1,124,360 1,101,014 Non-controlling interests 6.1 17,258 (14,242) - - 1,131,984 1,121,385 1,124,360 1,101,014 Earnings per share (cents) 24 4c44 4c40 The accompanying notes are an integral part of these financial statements. 22
Statements of comprehensive income Year ended 31 December Group Company 2025 2024 2025 2024 Notes € € € € Profit for the year 1,131,984 1,121,385 1,124,360 1,101,014 Other comprehensive income/(expense): Items that will not be reclassified to profit or loss Movements in deferred tax liability on revalued land and buildings determined on the basis applicable to property disposals 12, 15 3,881 3,881 3,881 3,881 Items that may be reclassified to profit or loss Net (losses)/gains from changes in fair value of debt instruments at FVOCI 12 (49,163) 48,165 (49,163) 48,165 Reclassification adjustments for net gains included in profit or loss upon disposal of debt instruments at FVOCI 12 (61,662) - (61,662) - Total other comprehensive income/(expense) (106,944) 52,046 (106,944) 52,046 Total comprehensive income for the year 1,025,040 1,173,431 1,017,416 1,153,060 Total comprehensive income attributable to: Owners of the parent 1,007,782 1,187,673 1,017,416 1,153,060 Non-controlling interests 17,258 (14,242) - - 1,025,040 1,173,431 1,017,416 1,153,060 The accompanying notes are an integral part of these financial statements. 23
Statements of changes in equity Attributable to the owners of the Company Group Share Capital Share Premium Revaluation Reserves Retained Earnings Non- controlling interests Total Notes € € € € € € Balance at 1 January 2024 5,098,400 3,094,868 14,536,095 4,486,382 (2,247) 27,213,498 Comprehensive income Profit for the year - - - 1,135,627 (14,242) 1,121,385 Other comprehensive income: Movements in deferred tax liability determined on the basis applicable to property disposals 12, 15 - - 3,881 - - 3,881 Gains from changes in fair value of financial assets at FVOCI 12 - - 48,165 - - 48,165 Total other comprehensive income - - 52,046 - - 52,046 Total comprehensive income - - 52,046 1,135,627 (14,242) 1,173,431 Depreciation transfer through asset use, net of deferred tax 12 - - (11,248) 11,248 - - Transactions with owners Dividends for 2023 25 - - - (350,000) - (350,000) Dividends for 2024 25 - - - (250,000) - (250,000) Total Transactions with Owners - - - (600,000) - (600,000) Balance at 31 December 2024 5,098,400 3,094,868 14,576,893 5,033,257 (16,489) 27,786,929 Comprehensive income Profit for the year 1,114,726 17,258 1,131,984 - - - 24
Other comprehensive income/(expense): Movements in deferred tax liability determined on the basis applicable to property disposals 12, 15 - - 3,881 - - 3,881 Losses from changes in fair value of financial assets at FVOCI 12 - - (49,163) - - (49,163) Reclassification adjustments for net gains included in profit or loss upon disposal of debt instruments at FVOCI 12 - - (61,662) - - (61,662) Total other comprehensive income/(expense) - - (106,944) - - (106,944) Total comprehensive income - - (106,944) 1,114,726 17,258 1,025,040 Depreciation transfer through asset use, net of deferred tax 12, 15 - - (11,248) 11,248 - - Transactions with owners Dividends for 2024 25 - - - (350,000) - (350,000) Dividends for 2025 25 - - - (250,000) - (250,000) Total Transactions with owners - - - (600,000) - (600,000) Balance at 31 December 2025 5,098,400 3,094,868 14,458,701 5,559,231 769 28,211,969 25
Revaluation Retained Company Share Capital Share Premium Total Equity Reserves Earnings Notes € € € € € Balance at 1 January 2024 5,098,400 3,094,868 14,536,095 4,512,130 27,241,493 Comprehensive income Profit for the year - - - 1,101,014 1,101,014 Other comprehensive income: Movements in deferred tax liability determined on the 12, 15 - - 3,881 - 3,881 basis applicable to property disposals Gains from changes in fair value of financial assets at 12 - - 48,165 - 48,165 FVOCI Total other comprehensive - - 52,046 - 52,046 income Total comprehensive - - 52,046 1,101,014 1,153,060 income Depreciation transfer through 12, 15 - - (11,248) 11,248 - asset use, net of deferred tax Transactions with owners Dividends for 2023 25 - - - (350,000) (350,000) Dividends for 2024 25 - - - (250,000) (250,000) Total transactions with - - - owners (600,000) (600,000) Balance at 31 December 2024 5,098,400 3,094,868 14,576,893 5,024,392 27,794,553 Comprehensive income Profit for the year - - - 1,124,360 1,124,360 Other comprehensive income: Movements in deferred tax liability determined on the 12, 15 basis applicable to property disposals - - 3,881 - 3881 Losses from changes in fair value of financial assets at 12 FVOCI - - (49,163) - (49,163) Reclassification adjustments for net gains included in profit or loss upon disposal of debt 12 - - - instruments at FVOCI (61,662) (61,662) Total other comprehensive income - - (106,944) - (106,944) Total comprehensive income - - (106,944) 1,124,360 1,017,416 26
Depreciation transfer through 12, 15 asset use, net of deferred tax - - (11,248) 11,248 - Transactions with owners Dividends for 2024 25 - - - (350,000) (350,000) Dividends for 2025 25 - - - (250,000) (250,000) Total transactions with owners - - - (600,000) (600,000) Balance at 31 December 2025 5,098,400 3,094,868 14,458,701 5,560,000 28,211,969 The accompanying notes are an integral part of these financial statements. 27
Statements of cash flows Year ended 31 December Group Company 2025 2024 2025 2024 Notes € € € € Cash flows from operating activities Cash generated from operations 26 2,271,347 2,110,017 2,230,334 2,154,698 Interest received 13,214 9,475 13,214 9,475 Interest paid (191,524) (204,382) (191,524) (198,139) Net income tax paid (461,032) (440,434) (461,032) (440,434) Net cash generated from operating activities 1,632,005 1,474,676 1,590,992 1,525,600 Cash flows from investing activities Payments for purchase of property, plant and equipment and intangible assets 4, 5 (303,526) (655,708) (303,526) (655,708) Proceeds from disposal of property, plant and equipment 5,769 - 5,769 - Payments for purchase of debt investments 7.1 (600,000) (801,683) (600,000) (801,683) Disposal of debt investments 7.1 1,386,258 - 1,386,258 - Repayments from subsidiary - - 61,99 3 6,826 Repayment of other advances 10,000 9,999 10,000 9,999 Payments for purchase of equity investments 7.2 (468,399) - (468,399) - Dividends received from equity investments 19 60,933 29,276 60,933 29,276 Interest received from debt investments 20 111,111 191,444 111,111 191,444 Net cash generated from/(used in) investing activities 202,146 (1,226,672) 264,139 (1,219,846) Cash flows from financing activities Consideration paid for bonds redeemed, including related costs 14 - (246,373) - (246,373) Principal elements of lease payments 4 (7,809) (7,554) (7,809) (7,554) Repayments of bank borrowings (9,475) (10,207) (9,475) (10,207) 28
Dividends paid 25 (600,000) (600,000) (600,000) (600,000) Net cash used in financing activities (617,284) (864,134) (617,284) (864,134) Net movement in cash and cash equivalents 1,216,867 (616,130) 1,237,847 (558,380) Cash and cash equivalents at beginning of year (40,809) 575,321 (61,789) 496,591 Cash and cash equivalents at end of year 9,14 1,176,058 (40,809) 1,176,058 (61,789) The accompanying notes are an integral part of these financial statements. 29
Notes to the financial statements 1. Summary of material accounting policies The material accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. 1.1 Basis of preparation The consolidated financial statements include the financial statements of Plaza Centres p.l.c. and its subsidiary. These financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the EU and the requirements of the Maltese Companies Act (Cap. 386). They have been prepared under the historical cost convention, as modified by the fair valuation of the land and buildings class of property, plant and equipment, and identified financial assets measured at fair value.The preparation of financial statements in conformity with International Financial Reporting Standards 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 Group’s accounting policies (see Note 3 - Critical accounting estimates and judgements). As at 31 December 2025, the Group’s and the Company’s current liabilities exceeded current assets by €3,587,162, primarily as a result of the bond which is contractually due for redemption within twelve months from the reporting date. The directors have performed an assessment of the Group’s and the Company’s ability to continue as a going concern, taking into consideration the liquidity position, available financial resources, projected cash flows and financing arrangements covering a period of at least twelve months from the date of approval of these financial statements. The Group and the Company hold investments included within non-current assets which are readily convertible into cash and may be liquidated at short notice, if required, to meet obligations as they fall due. In addition, the Group and the Company have a secured loan facility, supported by a sanction letter issued by a local credit institution, confirming the availability of funding and providing additional liquidity support (Note 30). Taking these factors into consideration, the directors are confident in the Group’s and the Company’s ability to redeem the bond on maturity. The Board has considered the ongoing geopolitical developments in the Middle East in its assessment of the Group’s ability to continue as a going concern. While the situation remains uncertain, no material adverse impact on the Group’s operations or financial position has been identified as at the reporting date. This assessment is based on information available up to the date of approval of these financial statements Based on the matters disclosed above, the Board continues to adopt the going concern basis in preparing the Group's and the Company's financial statements. The Board considers there to be no material uncertainties that may cast doubt on the Group's and the Company's ability to continue operating as a going concern. Standards, interpretations and amendments to published standards effective in 2025 In 2025, the Group adopted new standards, amendments and interpretations to existing standards that are mandatory for the Group accounting period beginning on 1 January 2025 as follows: IAS 21 The Effects of Changes in Foreign Exchange Rate: Lack of Exchangeability (Amendments). The adoption of these revisions to the requirements of International Financial Reporting Standards as adopted by the EU did not result in substantial changes to the Group’s accounting policies. 30
Standards, interpretations and amendments to published standards that are not yet effective Certain new standards, amendments and interpretations to existing standards have been published by the date of authorisation for issue of these financial statements but are not mandatory for the Group’s current financial period ended 31 December 2025. The Group has not early adopted these revisions to the requirements of International Financial Reporting Standards as adopted by the EU. The Company is assessing the presentation and disclosure impact of: IFRS 18 Presentation and Disclosure in Financial Statements, which replaces IAS 1 and makes consequential amendments to other standards. Effective for annual periods beginning on or after 1 January 2027, IFRS 18 introduces new requirements for presentation within the income statement, including specified totals and subtotals. Furthermore, entities are required to classify all income and expenses within the income statement into one of five categories: operating, investing, financing, income taxes and discontinued operations. It also requires disclosure of management-defined performance measures (as defined) and includes new requirements for the location, aggregation and disaggregation of financial information. Moreover, except for the above, the parent company’s Directors are of the opinion that there are no requirements from the following standards, interpretations and amendments to published standards that are not yet effective, which will have a possible significant impact on the financial statements in the period of initial application: • IFRS 19 Subsidiaries without Public Accountability: Disclosures • Amendments to the Classification and Measurement of Financial Instruments - Amendments to IFRS 9 and IFRS 7 • Annual Improvements to IFRS Accounting Standards - Volume 11 • Contracts Referencing Nature-dependent Electricity - Amendments to IFRS 9 and IFRS 7 1.2 Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments has been identified as the Parent Company’s Board of Directors that makes strategic decisions. The Board of Directors considers the Group to be made up of one segment, that is to lease, manage and market commercial property. 1.3 Consolidation Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. The Group uses the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in profit or loss. 31
Inter-company 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 asset transferred. Accounting policies of subsidiaries are changed where necessary to ensure consistency with the policies adopted by the Group. In the Company’s separate financial statements, investments in subsidiaries are accounted for by the cost method of accounting i.e. at cost less impairment. Impairments are recorded where, in the opinion of the Directors, there is an impairment in value. Where there has been an impairment in the value of an investment, it is recognised as an expense in the period in which the diminution is identified. The results of subsidiaries are reflected in the Company’s separate financial statements only to the extent of dividends receivable. On disposal of an investment, the difference between the net disposal proceeds and the carrying amount is charged or credited to profit or loss. A subsidiary that is placed into liquidation continues to be consolidated while the Group retains control, and therefore the commencement of liquidation, in itself, does not automatically result in a loss of control. 1.4 Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in euro, which is the Company’s functional currency and the Group’s presentation currency. 1.5 Property, plant and equipment The Group owns and operates commercial property that is fully serviced and which activity extends beyond the mere leasing out of retail space. The extent of the services provided by the Group is deemed to be significant to the arrangement with the tenants as a whole. Accordingly, the commercial property owned and managed by the Group is treated as property, plant and equipment under the requirements of IAS 16 rather than investment property under IAS 40. Property, plant and equipment, comprising land and buildings, electrical installations, plant, machinery and equipment, and furniture and fittings are initially recorded at cost. Land and buildings are subsequently shown at fair value, based on annual valuations by external independent valuers, less subsequent depreciation for buildings. Valuations are carried out on a regular basis such that the carrying amount of property does not differ materially from that which would be determined using fair values at the end of the reporting period. Any accumulated depreciation at the date of revaluation is eliminated against the gross carrying amount of the asset, and the net amount is restated to the revalued amount of the asset. All other property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Borrowing costs which are incurred for the purpose of acquiring or constructing a qualifying asset, if any, are capitalised as part of its cost (Note 1.15). 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 Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred. Increases in the carrying amount arising on revaluation of land and buildings are credited to other comprehensive income and shown as a revaluation reserve in shareholders’ equity. Decreases that offset previous increases of the same asset are charged in other comprehensive income and debited against the revaluation reserve directly in equity; 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 any related deferred income taxes, is transferred from the revaluation reserve to retained earnings. Land is not depreciated as it is deemed to have an indefinite life. Depreciation on other assets is calculated using the straight-line method to allocate their cost or revalued amount to their residual values over their estimated useful lives, as follows:% 32

Buildings | 1 – 5
Electrical installations | 6.67
Plant, machinery and equipment | 6.67 – 10
Furniture and fittings | 5 – 20

Assets in the course of construction are not depreciated. 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 (Note 1.6). Gains and losses on disposals are determined by comparing proceeds with the carrying amount and are recognised in profit or loss. When revalued assets are sold, the amounts included in the revaluation reserve relating to that asset are transferred to retained earnings. 1.6 Impairment of non-financial assets Assets that have an indefinite useful life are not subject to depreciation and are tested annually for impairment. Assets that are subject to depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at the end of each reporting period. 1.7 Financial assets (a) Classification The Group classifies its financial assets in the following measurement categories: ● those to be measured subsequently at fair value (either through other comprehensive income or through profit or loss), and ● those to be measured at amortised cost. The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income (OCI). The Group reclassifies debt investments when and only when its business model for managing those assets changes. (b) Recognition and derecognition The Group recognises a financial asset in its statement of financial position when it becomes a party to the contractual provisions of the instrument. Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership. 33
(c) Measurement At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss. Debt instruments Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Group may classify its debt instruments: ● Amortised cost: Assets that are measured at amortised cost comprise loans receivable, trade and other receivables and cash and cash equivalents. Such assets are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are accordingly measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss. Impairment losses are presented in the statement of profit or loss. ● FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss. Interest income from these financial assets is included in finance income using the effective interest rate method. Impairment losses are presented in the statement of profit or loss. ● FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognised in profit or loss in the period in which it arises. Equity instruments The Group subsequently measures all equity investments at fair value. Changes in the fair value of financial assets at FVPL are recognised in profit or loss as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value. (d) Impairment The Group assesses, initially basing upon historical default rates which are then updated to reflect current and forward looking information, the expected credit losses associated with its debt instruments carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade and other receivables, the Group applied the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. For debt investments at FVOCI any credit loss allowances are recognised in profit or loss and reduces the fair value loss otherwise recognised in OCI. 1.8 Cash and cash equivalents Cash and cash equivalents are carried in the statement of financial position at face value. In the statement of cash flows, cash and cash equivalents includes cash in hand, deposits held at call with banks and bank overdrafts, if any. Bank overdrafts are shown within borrowings in current liabilities in the statement of financial position. 34
1.9 Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares are shown as a deduction in equity from the proceeds. 1.10 Financial liabilities The Group recognises a financial liability in its statement of financial position when it becomes a party to the contractual provisions of the instrument. The Group’s financial liabilities comprise trade and other payables and borrowings, and are classified as financial liabilities measured at amortised cost, i.e. not at fair value through profit or loss other than derivative contracts, under IFRS 9. Financial liabilities not at fair value through profit or loss, are recognised initially at fair value, being the fair value of consideration received, net of transaction costs that are directly attributable to the acquisition or the issue of the financial liability. These liabilities are subsequently measured at amortised cost. With respect to borrowings, any differences between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method. The Group derecognises a financial liability from its statement of financial position when the obligation specified in the contract or arrangement is discharged, is cancelled or expires. 1.11 Offsetting financial instruments Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously. 1.12 Current and deferred tax The tax expense for the period comprises current and deferred tax. 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. Deferred tax is recognised using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax is 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 tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled. Under this method, the Group is required to make a provision for deferred taxes on the revaluation of property, plant and equipment. Such deferred tax is charged or credited directly to the revaluation reserve. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. 1.13 Revenue recognition Revenue is measured at the fair value of the consideration received or receivable for the sale of services in the ordinary course of the Group’s activities. Revenue is recognised upon performance of services, and is stated net of sales tax, returns, rebates and discounts. The Group recognises revenue when the amount of revenue can be reliably measured; when it is probable that future economic benefits will flow to the entity and when specific criteria have been met for each of the Group’s activities as described below: 35
(a) Rental income Rents receivable and premia charged to clients are included in the financial statements as revenue. Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments received under operating leases are credited to profit or loss on a straight-line basis over the period of the lease. (b) Finance income For debt instruments at fair value through OCI, interest income is recognised in the income statement and computed in the same manner as for financial assets at amortised cost (which are measured using the effective interest method). 1.14 Leases A lease is an agreement whereby the lessor conveys to the lessee in return for a payment, or a series of payment, the right to use an asset for an agreed period of time. (a) A group undertaking is the lessee At inception of a contract, an entity shall assess whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group. Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments: • fixed payments (including in-substance fixed payments), less any lease incentives receivable • variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date • amounts expected to be payable by the Group under residual value guarantees • the exercise price of a purchase option if the Group is reasonably certain to exercise that option, and • payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option. Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Group, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. To determine the incremental borrowing rate, the Group: • where possible, uses recent third-party financing received by the lessee as a starting point, adjusted to reflect changes in financing conditions since third party financing was received; • uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases held by the Group, where there is no third party financing; and • makes adjustments specific to the lease, e.g. term, country, currency and security. Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Right-of-use assets are measured at cost comprising the following: • the amount of the initial measurement of lease liability; • any lease payments made at or before the commencement date less any lease incentives received; and • any initial direct costs. 36
Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset’s useful life. Payments associated with short-term leases and all leases of low-value assets are recognised on a straight- line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated). The lease term is reassessed if an option is actually exercised (or not exercised) or the Group becomes obliged to exercise (or not exercise) it. The assessment of reasonable certainty is only revised if a significant event or a significant change in circumstances occurs, which affects this assessment, and that is within the control of the lessee. (b) A group undertaking is the lessor Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of an asset are classified as operating leases. Assets leased out under operating leases are included in property, plant and equipment in the statement of financial position and are accounted for in accordance with accounting policy 1.5. They are depreciated over their expected useful lives on a basis consistent with similar owned property, plant and equipment. Rental income from operating leases is recognised in profit or loss on a straight-line basis over the lease term. 1.15 Borrowing costs Borrowing costs which are incurred for the purpose of acquiring or constructing qualifying property, plant and equipment, are capitalised as part of its cost. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale. Borrowing costs are capitalised while acquisition or construction is actively underway, during the period of time that is required to complete and prepare the asset for its intended use. Capitalisation of borrowing costs is ceased once the asset is substantially ready for its intended use or sale and is suspended if the development of the asset is suspended. All other borrowing costs are expensed. Borrowing costs are recognised for all interest-bearing instruments on an accrual basis using the effective interest method. Interest costs include the effect of amortising any difference between initial net proceeds and redemption value in respect of interest- bearing borrowings. 1.16 Deferred Government grants Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions. Government grants related to costs are deferred and recognised in profit or loss over the period necessary to match them with the costs they are intended to compensate. Government grants related to assets, i.e. in respect of the purchase of property, plant and equipment, are included in liabilities as deferred government grants, and are credited to profit or loss on a straight-line basis over the expected lives of the related assets, presented within ‘Other operating income’. Grants related to income are presented as a deduction in reporting the related expense. 1.17 Dividend distribution Dividend distribution to the Company’s shareholders is recognised as a liability in the financial statements in the period in which the dividends are approved by the shareholders. 37
2. Financial risk management 2.1 Financial risk factors The Group’s activities potentially expose it to a variety of financial risks: market risk (including price risk, cash flow and fair value interest rate 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 financial performance. The Group did not make use of derivative financial instruments to hedge risk exposures during the current and preceding financial years. The Board provides principles for overall risk management, as well as policies covering risks referred to above. (a) Market risk (i) Foreign exchange risk Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities which are denominated in a currency that is not the entity’s functional currency. The Group’s transactions and recognised assets and liabilities are all denominated in euro and hence the Group is not exposed to foreign exchange risk. (ii) Cash flow and fair value interest rate risk The Group’s significant interest-bearing assets and liabilities, and related interest rate and maturity information, are disclosed in Notes 7 and 14. The Group’s instruments which are subject to fixed interest rates comprise the bonds issued to the general public (Note 14). In this respect, the Group and the Company are potentially exposed to fair value interest rate risk in view of the fixed interest nature of these instruments, which are however measured at amortised cost. The Group’s cash flow interest rate risk principally arises from bank borrowings issued at variable rates (Note 14), which exposes the Group to cash flow interest rate risk. Management monitors the impact of changes in market interest rates on amounts reported in profit or loss in respect of these instruments. The Group’s operating cash flows are substantially independent of changes in market interest rates. Based on the above, management considers the potential impact on profit or loss of a defined interest rate shift that is reasonably possible at the end of the reporting period to be immaterial. (iii) Price risk The Group is exposed to price risk in view of listed investments held by the Parent Company which have been classified in the statement of financial position as financial assets at FVOCI and financial assets at FVPL (refer to Notes 7.1 and 7.2 respectively). To manage its price risk the Group diversifies its portfolio in terms of listing status and business sectors of investees. These investments are quoted on the Malta Stock Exchange and are accordingly incorporated in the MSE equity index. In the context of the Group’s and Company’s figures reported in the statement of financial position, the impact of a reasonable possible shift in the MSE equity index on the Group’s income statement and revaluation reserve is not deemed significant. (b) Credit risk Financial assets that potentially subject the Group to credit risk consist principally of cash and cash equivalents, contractual cash flows of debt investments at FVOCI and credit exposure to customers, including outstanding receivables. The Group’s and the Company’s exposures to credit risk as at the end of each reporting period are analysed as follows: 38

| Group |  | Company |
| 2025 | 2024 | 2025 | 2024
| € | € | € | €
Debt instruments measured at FVOCI (Note 7.1) | 2,950,720 | 3,786,141 | 2,950,720 | 3,786,141
Financial assets measured at amortised cost: |  |  |  |
Loans receivable (Note 8.1) | 12,489 | 20,745 | 12,489 | 63,822
Trade and other receivables (Note 8.2) | 566,922 | 453,970 | 566,922 | 472,321
Cash at bank and in hand (Note 9) | 1,176,058 | 57,305 | 1,176,058 | 36,325
| 4,706,189 | 4,318,161 | 4,706,189 | 4,358,609

The maximum exposure to credit risk at the end of the reporting period in respect of the financial assets mentioned above is equivalent to their carrying amount. The Group does not hold any collateral as security in this respect. The figures disclosed above in respect of trade and other receivables exclude indirect taxation, advance payments to suppliers, and prepayments. Cash and cash equivalents The Group’s cash and cash equivalents are held with local credit institutions with high quality standing or rating. While cash and cash equivalents are subject to the impairment requirements of IFRS 9, the identified impairment loss is insignificant. Debt instruments The Group’s debt investments at FVOCI are considered to have low credit risk and the issuers have a strong capacity to meet the contractual cash obligations. The Group evaluates whether the debt instrument is considered to have low credit risk using all reasonable and supportable information that is available without undue cost or effort. In this regard, the Group largely considers qualitative credit risk indicators, including the issuer’s operating results (if available) and respective industry or macroeconomic trends. It is assumed that credit risk has not increased significantly since initial recognition, and consequently these assets are classified in Stage 1 of the IFRS 9 impairment model. Therefore, while debt investments are also subject to impairment requirements, any identified impairment loss was not deemed to be material. Trade receivables The Group’s trade receivables, do not contain significant financing components, and accordingly the Group applies the IFRS 9 simplified approach to provide for lifetime expected credit loss for all trade receivables, irrespective of whether these have demonstrated a significant increase in credit risk. The Group assesses the credit quality of its tenants, the majority of which are unrated, taking into account financial position, past experience and other factors. The Group manages credit limits and exposures actively in a practicable manner such that there are no material past due amounts receivable from tenants as at the end of the reporting period. The Group monitors the performance of its trade receivables on a regular basis to identify incurred collection 39
losses, which are inherent in the Group’s debtors, taking into account historical experience in collection of accounts receivable. Concentration of credit risk with respect to trade receivables is limited due to the number of customers comprising the Group’s debtor base. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due. The expected loss rates are based on the payment profiles of sales over a period of time before the reporting date and the corresponding credit losses experienced within the current and preceding financial periods. The identified loss rates were adjusted to reflect current and forward- looking information on macroeconomic factors affecting the ability of the tenants to settle the receivables. Credit loss allowances also include specific provisions against credit impaired individual exposures with the amount of the provisions being equivalent to the balances attributable to credit impaired receivables. On that basis, the loss allowance for the Group was determined as follows:

| Up to 30 days past due | 31 to 60 days past due | 60 to 90 days past due | 91 to 120 days past due | 121 to 150 days past due | + 150 days past due | Total
31 December 202 5 |  |  |  |  |  |  |
Expected loss rate | 0 - 35% | 14 - 35% | 20 – 35% | 20 – 50% | 40 – 60% | 40 – 100% |
Gross carrying amount (€) | 35,062 | 91,267 | 41,295 | 47,690 | 13,976 | 354,126 | 583,416
Loss allowance (€) | 1,753 | 12,777 | 8,259 | 9,538 | 5,591 | 154,476 | 192,394

| Up to 30 days past due | 31 to 60 days past due | 60 to 90 days past due | 91 to 120 days past due | 121 to 150 days past due | + 150 Days past due | Total
31 December 202 4 |  |  |  |  |  |  |
Expected loss rate | 0 - 35% | 14 - 35% | 20 – 35% | 20 – 50% | 50 – 60% | 50 – 100% |
Gross carrying amount (€) | 141,963 | 69,452 | 47,014 | 35,354 | 24,275 | 184,978 | 503,036
Loss allowance (€) | 16,437 | 19,845 | 13,386 | 22,012 | 14,183 | 108,076 | 193,939

The Group established an allowance for impairment that represented its estimate of expected credit losses in respect of trade receivables. The individually credit impaired trade receivables mainly relate to independent customers which are in unexpectedly difficult economic situations and which are accordingly not meeting repayment obligations. Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group. Impairment losses on trade receivables are presented as net impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item. The Group does not hold any significant collateral as security in respect of credit impaired assets. The movements in credit loss allowances are disclosed in Note 17. Categorisation of receivables as past due is determined by the Group on the basis of the nature of the credit terms in place and credit arrangements actually utilised in managing exposures with customers. At 31 December 2025 and 2024, the Group had no significant amounts which were past due but not credit impaired. 40
Other receivables With respect to other receivables while such amounts are also subject to the impairment requirements of IFRS 9, the identified expected credit loss is not deemed to be significant. Loans receivable The Company’s loans receivable referred to in the table above consist of advances to third party. As at 31 December 2025, the application of the expected credit risk model of IFRS 9, resulted in the recognition of a credit loss allowance on amounts due from third party amounting to €4,900 (2024: €4,900). (c) Liquidity risk The Group is exposed to liquidity risk in relation to meeting future obligations associated with its financial liabilities, which comprise principally interest-bearing borrowings and trade and other payables (refer to Notes 14 and 13 respectively). Prudent liquidity risk management includes maintaining sufficient cash and committed credit lines to ensure the availability of an adequate amount of funding to meet the Group’s obligations. The Group’s liquidity risk is actively managed by ensuring that net cash inflows from the Group’s trading operations are monitored in relation to cash outflows principally arising from the Group’s bonds, covering principal and interest payments as disclosed in more detail in Note 14. Such note gives an analysis of the Group’s borrowings into relevant maturity groupings based on the remaining term at the end of the reporting period to the contractual maturity date. The amounts disclosed are the contractual undiscounted cash flows and when applicable are inclusive of interest. The key objective of the Group’s liquidity management process is that of channelling a regular stream of net cash flows to fund bond and other interest and capital repayment obligations, and strengthening the Group’s reserves with the residual amounts. Management monitors liquidity risk by means of cash flow forecasts on the basis of expected cash flows over a twelve month period and ensures that no additional financing facilities are expected to be required over the coming year. The Directors are of the opinion that the Group’s liquidity risk is not deemed to be material in view of the matching of cash inflows and outflows arising from expected maturities of financial instruments, expectations for future income streams from existing and new contracts, coupled with the Group’s committed borrowing facilities that it can access to meet liquidity needs as disclosed further in Note 14. Balances due within twelve months are stated at their carrying amount, as the impact of discounting is not significant. The Group has assessed its refinancing risk in light of current market conditions and upcoming bond maturities. Based on this assessment, refinancing risk has been deemed immaterial. This conclusion is supported by the receipt of a sanction letter for refinancing under favourable terms and conditions, which is expected to mitigate any potential exposure. 2.2 Capital risk management The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Parent Company may issue new shares or adjust the amount of dividends paid to shareholders. The Group’s equity, as disclosed in the statement of financial position, constitutes its capital. The Group maintains the level of capital by reference to its financial obligations and commitments arising from operational requirements. In view of the nature of the Group’s activities and the extent of borrowings or debt, the capital level as at the end of the reporting period is deemed adequate by the Directors. 2.3 Fair values of financial instruments (a) Financial instruments carried at fair value The Group is required to disclose for financial instruments that are measured in the statement of financial position at fair value, fair value measurements by level of the following fair value measurement hierarchy: - Quoted prices (unadjusted) in active markets for identical assets (level 1). 41
- Inputs other than quoted prices included within level 1 that are observable for the asset or liability either directly i.e. as prices, or indirectly i.e. derived from prices (level 2). - Inputs for the asset or liability that are not based on observable market data i.e. unobservable inputs (level 3). The fair value of the Group’s debt and equity investments (refer to Notes 7.1 and 7.2 respectively) is based on quoted market prices at the end of the reporting period. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer or broker and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The quoted market price used for the financial assets held by the Group is the current bid price quoted on the Malta Stock Exchange and Irish Stock Exchange. Accordingly, the Group’s investments are categorised as level 1 instruments since these investments are listed in an active market. These assets have been categorised as level 1 since initial recognition. (b) Financial instruments not carried at fair value At 31 December 2025 and 2024, the carrying amounts of cash at bank, receivables and payables reflected in the financial statements are reasonable estimates of fair value in view of the nature of these instruments or the relatively short period of time between the origination of the instruments and their expected realisation. The fair value of non-current financial instruments for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments. The current market interest rates utilised for discounting purposes, which were almost equivalent to the respective instruments’ contractual interest rates, are deemed observable and accordingly these fair value estimates have been categorised as level 2 within the fair value measurement hierarchy required by IFRS 7, ‘Financial Instruments: Disclosures’. Information on the fair value of the bonds issued to the public is disclosed in Note 14 to the financial statements. The fair value estimate in this respect is deemed level 1 as it constitutes a quoted price in an active market. 3. Critical accounting estimates and judgements 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. In the opinion of the Directors, the accounting estimates and judgements made in the course of preparing these financial statements, are not difficult, subjective or complex to a degree which would warrant their description as critical in terms of the requirements of IAS 1. As referred to in Note 4 to the financial statements, the Company’s property, plant and equipment is fair valued on 31 December on the basis of professional advice, which considers the cash flows emanating from the operation of the property and other key inputs, namely the discount and growth rates. 42
4. Property, plant and equipment

Group |  |  |  |  |  |
| Land and buildings | Electrical installations | Plant, machinery and equipment | Furniture, fixtures and fittings | Right-of- use asset | Total
| € | € | € | € | € | €
At 1 January 2024 |  |  |  |  |  |
Cost or valuation | 29,960,411 | 1,551,783 | 6,689,711 | 2,279,741 | 27,966 | 40,509,612
Accumulated depreciation | (298,146) | (1,088,347) | (4,744,009) | (1,928,333) | (26,568) | (8,085,403)
Net book amount | 29,662,265 | 463,436 | 1,945,702 | 351,408 | 1,398 | 32,424,209
Year ended 31 December 2024 |  |  |  |  |  |
Opening net book amount | 29,662,265 | 463,436 | 1,945,702 | 351,408 | 1,398 | 32,424,209
Additions | - | 19,427 | 582,163 | 47,018 | 7,100 | 655,708
Depreciation charge | (99,380) | (60,583) | (285,377) | (97,048) | (7,405) | (549,793)
Closing net book amount | 29,562,885 | 422,280 | 2,242,488 | 301,378 | 1,093 | 32,530,124
At 31 December 2024 |  |  |  |  |  |
Cost or valuation | 29,960,411 | 1,571,210 | 7,271,874 | 2,326,759 | 35,066 | 41,165,320
Accumulated depreciation | (397,526) | (1,148,930) | (5,029,386) | (2,025,381) | (33,973) | (8,635,196)
Net book amount | 29,562,885 | 422,280 | 2,242,488 | 301,378 | 1,093 | 32,530,124
Year ended 31 December 2025 |  |  |  |  |  |
Opening net book amount | 29,562,885 | 422,280 | 2,242,488 | 301,378 | 1,093 | 32,530,124
Additions | - | 22,757 | 221,532 | 12,762 | 46,475 | 303,526
Disposals | - | (10,389) | - | (852) | (35,066) | (46,307)
Depreciation charge | (99,380) | (64,125) | (272,078) | (111,631) | (10,672) | (557,886)
Depreciation release on disposal | - | - | - | - | 33,973 | 33,973
Closing net book amount | 29,463,505 | 370,523 | 2,191,942 | 201,657 | 35,803 | 32,263,430
At 31 December 2025 |  |  |  |  |  |
Cost or valuation | 29,960,411 | 1,583,578 | 7,493,406 | 2,338,669 | 46,475 | 41,422,539
Accumulated depreciation | (496,906) | (1,213,055) | (5,301,464) | (2,137,012) | (10,672) | (9,159,109)
Net book amount | 29,463,505 | 370,523 | 2,191,942 | 201,657 | 35,803 | 32,263,430

43

Company |  |  |  |  |  |
| Land and buildings | Electrical installations | Plant, machinery and equipment | Furniture, fixtures and fittings | Right-of- use asset | Total
| € | € | € | € | € | €
At 1 January 2024 |  |  |  |  |  |
Cost or valuation | 29,960,411 | 1,470,006 | 6,614,998 | 2,260,902 | 27,966 | 40,334,283
Accumulated depreciation | (298,146) | (1,064,287) | (4,734,098) | (1,924,565) | (26,568) | (8,047,664)
Net book amount | 29,662,265 | 405,719 | 1,880,900 | 336,337 | 1,398 | 32,286,619
Year ended 31 December 2024 |  |  |  |  |  |
Opening net book amount | 29,662,265 | 405,719 | 1,880,900 | 336,337 | 1,398 | 32,286,619
Additions | - | 123,755 | 583,777 | 61,238 | 7,100 | 775,870
Depreciation charge | (99,380) | (55,774) | (285,205) | (83,567) | (7,404) | (531,330)
Closing net book amount | 29,562,885 | 473,700 | 2,179,472 | 314,008 | 1,094 | 32,531,159
At 31 December 2024 |  |  |  |  |  |
Cost or valuation | 29,960,411 | 1,593,761 | 7,198,775 | 2,322,140 | 35,066 | 41,110,153
Accumulated depreciation | (397,526) | (1,120,061) | (5,019,303) | (2,008,132) | (33,972) | (8,578,994)
Net book amount | 29,562,885 | 473,700 | 2,179,472 | 314,008 | 1,094 | 32,531,159
Year ended 31 December 2025 |  |  |  |  |  |
Opening net book amount | 29,562,885 | 473,700 | 2,179,472 | 314,008 | 1,094 | 32,531,159
Additions | - | 22,757 | 221,532 | 12,762 | 46,475 | 303,526
Disposals | - | (10,389) | - | (852) | (35,066) | (46,307)
Depreciation charge | (99,380) | (64,125) | (272,078) | (111,631) | (11,707) | (558,921)
Depreciation release on disposal | - | - | - | - | 33,973 | 33,973
Closing net book amount | 29,463,505 | 421,943 | 2,128,926 | 214,287 | 34,769 | 32,263,430
At 31 December 2025 |  |  |  |  |  |
Cost or valuation | 29,960,411 | 1,606,129 | 7,420,307 | 2,334,050 | 46,475 | 41,367,372
Accumulated depreciation | (496,906) | (1,184,186) | (5,291,381) | (2,119,763) | (11,706) | (9,103,942)
Net book amount | 29,463,505 | 421,943 | 2,128,926 | 214,287 | 34,769 | 32,263,430

Bank borrowings are secured on the Group’s land and buildings (refer to Note 14). 44
Fair value of land and buildings As at 31 December 2025 and 2024, the Group’s and the Company’s property, plant and equipment represent The Plaza Shopping and Commercial Centre, whose value was assessed by an independent professionally qualified valuer on 31 December 2025. Such valuation was based on projected income streams. No adjustment to the Group’s revaluation as at 31 December 2025 was deemed to be necessary, since the fair value of the property approximated its carrying amount. Previously recognised revaluation surplus is included in the revaluation reserve in shareholders’ equity (Note 12), net of applicable deferred taxes. The Directors are of the opinion that the principal assumptions used reflect a prudent approach and that the carrying amount of the Group’s property as at the end of current financial period, is an appropriate estimate of its fair value and its current use equates to the highest and best use. The Group is required to disclose fair value measurements by level of the following fair value measurement hierarchy for non-financial assets carried at fair value: - Quoted prices (unadjusted) in active markets for identical assets (level 1). - Inputs other than quoted prices included within level 1 that are observable for the asset either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2). - Inputs for the asset that are not based on observable market data (that is, unobservable inputs) (level 3). The Group’s recurring fair value measurements are categorised as level 3 as they are based on significant unobservable inputs. The Group’s policy is to recognise transfers into and out of fair value hierarchy levels as of the beginning of the reporting period. During the current and the preceding financial years there were no transfers between the fair value levels. A reconciliation from the opening balance to the closing balance of property for recurring fair value measurements categorised within level 3 of the fair value hierarchy, for the current and preceding financial years, is reflected in the table above. Valuation process and techniques The Group’s property valuation is reviewed annually by an independent professionally qualified valuer who holds a recognised relevant professional qualification and has the necessary experience in the location and segments of the property being valued. When external valuations are carried out in accordance with this policy, the valuer reports directly to the Audit Committee and discussions on the valuation technique and its results, including an evaluation of the inputs to the valuation, are held between these parties. Findings are discussed with the Audit Committee, and an adjustment to the carrying amount of the property is only reflected if it has been determined that there has been a significant change. Any changes to the carrying amount are ultimately approved by the Board. As noted above, an external valuation on the Group’s property has been carried out at the end of the current reporting period. The external valuation of the property has been performed using the discounted cash flow (DCF) approach, which is the valuation technique considered by the external valuer and management as the most appropriate for this property and the one also used for the preceding financial year. The DCF approach is based on the projected future cash flows from the continued operation of The Plaza Shopping and Commercial Centre in its remaining useful life, which are discounted to present value at a rate of return that reflects what an investor should fairly expect from an investment of this type. At the end of the expected useful life of the property, the residual value reflects the underlying land value. Accordingly, the significant unobservable inputs applied in the property’s valuation are the following: - Projected pre-tax cash flows: The projected cash-flows are initially based on the existing rental income streams less operating costs that reflect the existing cost structure. As at 31 December 2025, the aggregated projected cash generation (net of capital expenditure and other costs) for the forthcoming financial year (2026) from the rentals relating to the retail activity and from the office rentals amounts to €1.9 million (2024: €1.8 million projected for financial year 2025). Going forward, all the rental streams are adjusted to reflect contracted rental adjustments and assumed to increase at an average rate of 3% (2024: 3.25%) per annum. - Discount rates: The discount rate applied is based on current market interest rates and a risk premium that reflects the valuer’s assessment of the specific risk attached to the property being valued and its underlying activity. In view of the different risk premium between the rental agreements for the retail and 45
office areas, a different pre-tax discount rate may be applied to the respective income streams. However, for the valuation of the current financial year, the pre-tax discount rate applied was 8.85% (2024: 9.25%) for the retail and the office rentals. Generally, an increase in the projected cash flows will result in an increase to the fair value of the property. Conversely, a lower discount rate will give a higher fair value. Climate-related considerations For land and buildings classified as property, plant and equipment, which are measured at fair value, the Group considers the effect of potential physical and transition climate-related risks and whether these could impact the value of the property. These include possible physical risks from climate-change such as potential damage from extreme weather events, or transitional risks such as changes in property attractiveness due to shifting climate conditions and increasing requirement for energy efficiency of buildings. Whilst the Group remains vigilant, Management has concluded that, based on the information currently available, these potential climate-related risks are not expected to have a material impact on the value of the property. Historical cost of land and buildings The carrying value of land and buildings classified within property, plant and equipment, would have been as follows had these assets been included in the financial statements at cost less depreciation:

| Group and Company |
| 202 5 | 2024
| € | €
Cost | 12,652,498 | 12,652,498
Accumulated depreciation | (1,683,628) | (1,601,556)
Net book amount | 10,968,870 | 11,050,942

Leases Group and Company The Group’s leasing activity as a lessee is only in respect of a motor vehicle lease. The rental contract is typically made for a fixed period of 6 years. The lease agreement does not impose any covenants. The leased asset may not be used as security for borrowing purposes. Any extension and termination options held are exercisable only by the Group and not by the lessor. These terms are used to maximise operational flexibility in respect of managing contracts. In April 2025, the Group recognised lease liabilities amounting to €46,475 as a result of commencement of the respective motor vehicle lease. The liabilities were measured at the present value of the lease payments over the term of the lease, discounted using the lessee’s relevant incremental borrowing rate. The weighted average lessee’s incremental borrowing rate applied to the lease liabilities on commencement of the lease was 3.9%. The associated right-of-use assets for leases were measured at the amount equal to the lease liability. 46
(a) The statements of financial position include the following carrying amounts relating to leases:

| Group and Company |
| 2025 | 2024
| € | €
Right-of-use assets (classified within property, plant and equipment) |  |
Motor vehicle | 34,769 | 1,094
Lease liabilities |  |
Current | 7,217 | 448
Non-current | 33,312 | -

The movement in the carrying amount of the right-of-use assets is analysed in the principal table of the property, plant and equipment note, whilst the movement in the carrying amount of the liabilities is analysed in the table below:

| Group and Company |
| 2025 | 2024
| € | €
As at 1 January | 448 | 615
Additions | 46,475 | 7,100
Payments | (7,809) | (7,554)
Interest charge | 1,415 | 287
As at 31 December | 40,529 | 448

The contractual undiscounted cash flows attributable to the lease liabilities analysed into relevant maturity groupings based on the remaining term at the end of the reporting period to the maturity date are analysed below:

| Group and Company |
| 202 5 | 2024
| € | €
Within 1 year | 7,217 | 448
Between 1 and 2 years | 7,504 | -
Between 2 and 5 years | 25,808 | -
| 40,529 | 448

(b) The income statements include the following amounts relating to leases:

| Group and Company |
| 2025 | 2024
| € | €
Depreciation charge of right-of-use assets |  |
Motor vehicle | 1 1,707 | 7,404
Interest expense (included in finance costs) | 1,415 | 287

47
5. Intangible assets

Group and company | Website
| €
Year ended 31 December 2024 |
Opening net book amount | 2,070
Amortisation charge | (1,035)
Closing net book amount | 1,035
At 31 December 2024 |
Cost | 3,105
Accumulated amortisation | (2,070)
Net book amount | 1,035
Year ended 31 December 2025 |
Opening net book amount | 1,035
Amortisation charge | (1,035)
Closing net book amount | -
At 31 December 2025 |
Cost | 3,105
Accumulated amortisation | (3,105)
Net book amount | -

48
6. Investment in subsidiaries

| Company |
| 2025 | 2024
| € | €
At 31 December |  |
Opening cost and carrying amount | - | 51,000
Impairment of investment in subsidiary | - | (51,000)
| - | -

Closing cost and carrying amount The investment in the subsidiary has been written down due to a decline in value resulting from accumulated losses. The subsidiary company was placed into voluntary liquidation. 6.1 Non-controlling interests The non-controlling interests amounting to €769 (2024: (€16,489)) represent the 49% share of the ordinary shares of Esports Avenue Limited, with a carrying amount of €49,000, plus the share of the results of the subsidiary which for the years ended 31 December 2025 and 2024 amounted to a profit of €17,258 and a loss of €14,242 respectively. Since the Group determined that it continues to control the subsidiary during its liquidation, considering the voluntary nature thereof and decisions remaining subject to the Company’s direction, the subsidiary remains fully consolidated until control is lost. 7. Financial assets 7.1 Financial assets at fair value through other comprehensive income The Group’s financial assets at fair value through other comprehensive income (FVOCI) consist of debt instruments where the contractual cash flows are solely principal and interest and the objective of the Group’s business model is achieved both by collecting cash flows and selling financial assets. Such debt instruments represent corporate and government bonds redeemable by 2035. These investments are listed on the Malta Stock Exchange. Certain instruments previously included within this portfolio were referenced to securities listed on the Irish Stock Exchange, all such instruments were derecognised following their disposal during 2025. Fair value is determined by reference to quoted market prices and are subject to a fixed interest rate per annum. The quoted market price of the bonds as at 31 December 2025 in the opinion of the Directors fairly represented the fair value of these financial assets.

| Group and Company |
| 2025 | 2024
| € | €
Year ended 31 December |  |
Opening carrying amount | 3,786,141 | 2,936,293
Additions | 600,000 | 801,683
Disposals | (1,386,258) | -
Net (losses)/gains from changes in fair value (Note 12) | (49,163) | 48,165
Non-current | 2,950,720 | 3,786,141

49

At 31 December |  |
Cost | 3,014,331 | 3,738,927
Fair value (losses)/gains (Note 12) | (63,611) | 47,214
Carrying amount | 2,950,720 | 3,786,141

7.2 Financial assets at fair value through profit or loss The Group’s financial assets at fair value through profit or loss (FVPL) consist of equity instruments and are fair valued annually. These investments are traded on the Malta Stock Exchange and fair value is determined by reference to quoted market prices.

| Group and Company |
| 2025 | 2024
| € | €
Year ended 31 December |  |
Opening carrying amount | 370,977 | 412,636
Additions | 468,399 | -
Net losses from changes in fair value (Note 19) | (64,998) | (41,659)
Current | 774,378 | 370,977
At 31 December |  |
Cost | 880,096 | 411,697
Fair value losses | (105,71 8) | (40,720)
Carrying amount | 774,378 | 370,977

8. Receivables 8.1 Loans receivable

| Group |  | Company |
| 202 5 | 2024 | 20 2 5 | 2024
| € | € | € | €
Advances to subsidiary | - | - | - | 43,077
Other advances | 12,48 9 | 20,745 | 12,48 9 | 20,745
Loans receivable – net | 12,489 | 20,745 | 12,489 | 63,822

The loans receivable disclosed above are both subject to an interest rate of 3.9% per annum. 50
The other advances are repayable as follows:

| Group and Company |
| 202 5 | 2024
| € | €
Within 1 year | 10,000 | 10,000
Between 1 and 2 years | 2,48 9 | 10,000
Between 2 and 5 years | - | 2,489
Later than 5 years | - | -
| 12,489 | 20,745

The other advances are repayable by 2027, in accordance with the terms of the addendum to the original loan agreement, €10,000 of which being due within 1 year. As at 31 December 2025, the other advances disclosed in the above tables are stated net of credit loss allowances amounting to €4,900 (2024: €4,900). 8.2 Trade and other receivables

| Group |  | Company |
| 2025 | 2024 | 2025 | 2024
| € | € | € | €
Current |  |  |  |
Trade receivables – gross | 583,416 | 503,036 | 583,416 | 503,036
Less: Credit loss allowances | (192,394) | (193,939) | (192,394) | (193,939)
Trade receivables – net | 391,022 | 309,097 | 391,022 | 309,097
Accrued income | 175,900 | 144,873 | 175,900 | 163,224
Indirect taxation | 1,350 | 36,912 | 1,350 | -
Advance payments to suppliers | 58,775 | 96,183 | 58,775 | 96,183
Prepayments | 81,398 | 59,591 | 81,398 | 58,951
| 708,445 | 646,656 | 708,445 | 627,455

51
9. Cash and cash equivalents For the purpose of the statement of cash flows, the year-end cash and cash equivalents comprise the following:

| Group |  | Company |
| 2025 | 2024 | 2025 | 2024
| € | € | € | €
Cash at bank and in hand | 1,176,058 | 57,305 | 1,176,058 | 36,325
Bank overdraft (Note 14) | - | (98,114) | - | (98,114)
Cash and cash equivalents | 1,176,058 | (40,809) | 1,176,058 | (61,789)

10. Share capital

| Group and Company |
| 202 5 | 2024
| € | €
Authorised |  |
75,000,000 ordinary shares of €0.20 each Issued and fully paid | 15,000,000 | 15,000,000
25,492,000 ordinary shares of €0.20 each | 5,098,400 | 5,098,400

The Parent Company’s share capital consists of only one class of shares, and all shares in that class are admitted to trade on the MSE. All the shares in the Parent Company are freely transferable. There are no shareholders having special control rights in the Parent Company, nor are there any restrictions on voting rights in the Parent Company. 11. Share premium

| Group and Company |
| 202 5 | 2024
| € | €
At beginning and end of year | 3,094,868 | 3,094,868

52
12. Revaluation reserves

| Group and Company |
| 2025 | 2024
| € | €
Surplus/(Deficit) arising on fair valuation of: |  |
Land and buildings | 14,522,312 | 14,529,679
Financial assets at FVOCI (Note 7.1) | (63,611) | 47,214
Net Surplus | 14,458,701 | 14,576,893

The movements during the year are analysed as follows:

| Group and Company |
| 2025 | 2024
| € | €
Land and buildings |  |
At beginning of year, before deferred tax | 17,485,968 | 17,503,273
Transfer upon realisation through asset use | (17,305) | (17,305)
At end of year, before deferred tax | 17,468,663 | 17,485,968
Deferred taxation (Note 15) | (2,946,351) | (2,956,289)
At end of year | 14,522,312 | 14,529,679
Financial assets at FVOCI |  |
At beginning of year | 47,214 | (951)
Net (losses)/gains from changes in fair value (Note 7.1) | (49,163) | 48,165
Reclassification adjustments for net gains included in profit or loss upon disposal of debt instruments at FVOCI | (61,662) | -
At end of year | (63,611) | 47,214

The tax impact relating to components of other comprehensive income relates only to deferred taxation arising on the surplus on fair valuation of land and buildings and is presented in the respective table above and in Note 15. Gains and losses arising from changes in fair value of debt instruments classified as financial assets at FVOCI are recognised directly in equity in other comprehensive income through the revaluation reserve in accordance with the Group’s accounting policy. When debt investments are disposed of, the cumulative gain or loss recognised in OCI is reclassified from equity to profit or loss within ‘Investments and other related income’. The revaluation reserves are non-distributable. 53
13. Trade and other payables

| Group |  | Company |
| 2025 | 2024 | 2025 | 2024
| € | € | € | €
Current |  |  |  |
Trade payables | 202,376 | 169,833 | 202,376 | 168,966
Other payables | 501,343 | 482,207 | 501,343 | 482,207
Indirect taxation | - | 14,564 | - | 14,564
Other accruals | 112,485 | 151,205 | 112,485 | 147,305
Deferred income | 26,824 | 20,102 | 26,824 | 20,102
| 843,028 | 837,911 | 843,028 | 833,144
Non-current |  |  |  |
Deferred income | 155,270 | 47,195 | 155,270 | 47,195

14. Borrowings

| Group and Company |
| 2025 | 2024
| € | €
Current |  |
Accrued bond interest | 53,927 | 53,403
49,000 (2024: 49,000) 3.9% unsecured bonds 2026 | 4,896,737 | -
Bank overdraft (Note 9) | - | 98,114
Bank loans | 9,718 | 9,306
| 4,960,382 | 160,823
Non-current |  |
49,000 (2024: 49,000) 3.9% unsecured bonds 2026 | - | 4,884,890
Bank loans | 73,402 | 83,289
| 73,402 | 4,968,179
Total borrowings | 5,033,784 | 5,129,002

Unsecured bonds By virtue of the Prospectus dated 11 August 2016, the Parent Company issued for subscription by the general public 85,000 unsecured bonds for an amount of €8,500,000. The bonds have a nominal value of €100 per bond and have been issued at par. 54
The bonds are subject to a fixed interest rate of 3.9% per annum payable annually in arrears on 19 September of each year. All bonds are redeemable at par (€ 100 for each bond) on 22 September 2026 unless they are previously re-purchased and cancelled (refer to note below). The proceeds from the bond issue were used by the issuer to grant a loan to the-then subsidiary for the purpose of the acquisition of the Tigne Place Commercial Property and to refinance the issuer’s own bank facilities. The then subsidiary Tigne Place Limited was placed into voluntary liquidation on 15 September 2022, and its carrying amount derecognised from investments in subsidiaries and the resulting gain upon derecognition credited to profit or loss during 2022. The said subsidiary has been struck off the Malta Business Registry on 15 March 2023. The bonds have been admitted to the Official List of the Malta Stock Exchange. The quoted market price of the bonds at 31 December 2025 was €100.00 (2024: €98.40), which in the opinion of the Directors fairly represented the fair value of these financial liabilities. During 2025, the Directors continued with an active buy-back programme for its bonds, however no bonds were redeemed during the year. Bonds redeemed during 2024 were 2,500 bonds at the market price of €98.40: for an aggregate consideration of €246,000. The bonds are measured at the amount of net proceeds adjusted for the amortisation of the difference between net proceeds and the redemption value of the bonds using the effective interest method as follows:

| Group and Company |
| 2025 | 2024
| € | €
3.9% unsecured bonds 2026 |  |
Face value of bonds at beginning of the year | 4,900,000 | 5,150,000
Face value of bonds redeemed during the year | - | (250,000)
Face value of bonds at end of year | 4,900,000 | 4,900,000
Gross amount of bond issue costs | (185,700) | (185,700)
Amortisation of gross amount of bond issue costs: |  |
Accumulated amortisation at beginning of year | 170,590 | 149,099
Amortisation charge | 11,847 | 21,491
Accumulated amortisation at the end of year | 182,437 | 170,590
Unamortised bond issue costs | (3,263) | (15,110)
Amortised cost and closing carrying amount of the bonds | 4,896,737 | 4,884,890

The following are the contracted undiscounted cash flows of the bonds, inclusive of both principal and interest, analysed into relevant maturity groupings based on the remaining term at the end of the reporting period to the maturity date: 55

| Group and Company |
| 2025 | 2024
| € | €
Within 1 year | 5,093,194 | 191,100
Between 1 and 2 years | - | 5,093,194
Between 2 and 5 years | - | -
| 5,093,194 | 5,284,294

Bank facilities As at 31 December 2025, the Group avails itself of a general bank facility amounting to €1,000,000 (2024: €1,000,000). Such facility is mainly secured by a general hypothec on the Company’s assets for €1,500,000. Furthermore, the Group also avails itself of a Green Finance loan that is subject to an effective interest rate of 0.38%. This facility is guaranteed through the European Investment Fund.

| Group and Company |
| 2025 | 2024
| € | €
Within 1 year | 9,718 | 9,306
Between 1 and 2 years | 9,967 | 9,542
Between 2 and 5 years | 20,704 | 19,813
Later than 5 years | 42,731 | 53,934
| 83,120 | 92,595

15. Deferred taxation Deferred taxes are calculated on temporary differences under the liability method and are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled based on tax rates (and tax laws) that have been enacted by the end of the reporting period. The principal tax rate used is 35% (2024: 35%), with the exception of deferred tax on the fair valuation of property which is computed on the basis applicable to disposals of immovable property, that is, tax effect of 10% (2024: 10%) of the transfer value. The movement on the deferred tax account is as follows:

| Group and Company |
| 202 5 | 2024
| € | €
At beginning of year | 3,165,462 | 3,175,400
Movement in deferred tax liability on revalued land and buildings determined on the basis applicable to property disposals (Note 12) | (3,881) | (3,881)
Realisation through asset use (Notes 12 and 22) | (6,057) | (6,057)
At end of year | 3,155,524 | 3,165,462

The amounts referenced to Note 22 as disclosed in the table above, are recognised in profit or loss, whilst the other amounts, referenced to Note 12, have been recognised directly in equity in other comprehensive income. The balance at 31 December represents: 56

| Group and Company |
| 202 5 | 2024
| € | €
Temporary differences on fair valuation of Property (land and buildings) | 2,946,351 | 2,956,289
Temporary differences arising on depreciation of property, plant and equipment | 2 34,787 | 256,995
Temporary differences attributable to deferred premium income | (12,484) | (16,525)
Other temporary differences | (13,130) | (31,297)
At end of year | 3,155,524 | 3,165,462

The recognised deferred tax assets and liabilities are expected to be recovered or settled principally after more than twelve months. 16. Revenue The Groupʼs revenue is principally derived from rental income attributable to retail outlets and office space in its commercial property. 17. Expenses by nature

| Group |  | Company |
| 2025 | 2024 | 2025 | 2024
| € | € | € | €
Employee benefit expense (Note 18) | 435,500 | 419,406 | 435,500 | 376,735
Depreciation of property, plant and equipment and amortisation of intangible assets (Notes 4 and 5) | 565,924 | 550,828 | 565,924 | 531,330
Directors’ emoluments (Note 23) | 95,512 | 95,678 | 95,512 | 95,678
Legal and professional fees | 75,797 | 81,637 | 75,797 | 79,917
Movement in credit loss allowances | 3,456 | 88,604 | 3,456 | 88,604
Amounts written off in respect of trade receivables | 8,000 | - | 8,000 | -
Impairment of investment in subsidiary | - | - | - | 51,000
Marketing and maintenance costs | 219,262 | 181,101 | 219,262 | 162,819
Assurance services | 39,000 | 41,500 | 39,000 | 39,000
Other expenses | 98,012 | 139,795 | 105,636 | 129,855
Total operating costs | 1,540,463 | 1,598,549 | 1,548,087 | 1,554,938

57
Fees charged by the auditor for services rendered during the financial periods ended 31 December 2025 and 2024 relate to the following:

| Group |  | Company |
| 2025 | 2024 | 2025 | 2024
| € | € | € | €
Annual statutory audit | 37,350 | 39,850 | 37,350 | 37,350
Other assurance services | 1,650 | 1,650 | 1,650 | 1,650
| 39,000 | 41,500 | 39,000 | 39,000

18. Employee benefit expense

| Group |  | Company |
| 2025 | 2024 | 2025 | 2024
| € | € | € | €
Wages and salaries, excluding Directors’ fees | 485,264 | 499,307 | 485,264 | 463,066
Social security costs | 32,598 | 33,065 | 32,598 | 30,134
| 517,862 | 532,372 | 517,862 | 493,200
Less: recharges relating to common area maintenance | (82,362) | (112,966) | (82,362) | (116,465)
| 435,500 | 419,406 | 435,500 | 376,735

Average number of persons employed during the year:

| Group |  | Company |
| 2025 | 2024 | 2025 | 2024
Administration (excluding Directors) | 10 | 10 | 10 | 8
Maintenance | 2 | 3 | 2 | 3
Security | 2 | 2 | 2 | 2
| 14 | 15 | 14 | 13

58
19. Investment and other related income/(expenses)

| Group and Company |
| 2025 | 2024
| € | €
Gross dividends from equity investments | 60,933 | 29,276
Net fair value losses on financial assets at FVPL (Note 7.2) | (64,998) | (41,659)
Net gains upon disposal of debt instruments at FVOCI | 89,440 | -
| 85,375 | (12,383)

20. Finance income

| Group |  | Company |
| 2025 | 2024 | 2025 | 2024
| € | € | € | €
Interest income from debt instruments | 111,111 | 191,444 | 111,111 | 191,444
Interest income from loans to subsidiary | - | - | - | 7,774
Interest income on loan to non-controlling interest | - | 1,962 | - | 1,962
Other interest income | 13,214 | 9,475 | 13,214 | 9,475
| 124,325 | 202,881 | 124,325 | 210,655

21. Finance costs

| Group |  | Company |
| 2025 | 2024 | 2025 | 2024
| € | € | € | €
Bank charges and interest | 3,876 | 3,835 | 3,876 | 2,408
Bond interest expense | 191,524 | 198,585 | 191,524 | 198,585
Bond redemption costs and amortisation | 11,847 | 21,864 | 11,847 | 21,864
Interest charges on lease liabilities | 1,414 | 287 | 1,414 | 287
| 208,661 | 224,571 | 208,661 | 223,144

59
22. Tax expense

| Group |  | Company |
| 2025 | 2024 | 2025 | 2024
| € | € | € | €
Current taxation |  |  |  |
Current tax expense | 493,653 | 499,362 | 493,653 | 499,362
Deferred taxation (Note 15) | (6,057) | (6,057) | (6,057) | (6,057)
| 487,596 | 493,305 | 487,596 | 493,305

The tax on the Group’s and the Company’s profit before tax differs from the theoretical amount that would arise using the basic tax rate as follows:

| Group |  | Company |
| 2025 | 2024 | 2025 | 2024
| € | € | € | €
Profit before tax | 1,619,580 | 1,614,690 | 1,611,956 | 1,594,319
Tax on profit at 35% | 566,853 | 565,142 | 564,185 | 558,012
Tax effect of: |  |  |  |
- rental income charged at 15% final withholding tax | (631,801) | (614,703) | (631,801) | (614,703)
- non-deductible depreciation and expenses | 580,823 | 587,212 | 583,491 | 594,342
- income taxed at reduced rates | (22,222) | (38,289) | (22,222) | (38,289)
Current tax charge in the accounts | 493,653 | 499,362 | 493,653 | 499,362

60
23. Directors’ emoluments

| Group and Company |
| 2025 | 2024
| € | €
Directors’ fees - short term employment benefits: |  |
- Fixed remuneration | 95,512 | 95,678
| 95,512 | 95,678

Included in the fees disclosed above, is an amount of €23,933 (2024: €36,756) that was recharged by a shareholder of the Parent Company. During the current financial year, the Company has paid insurance premiums of €7,478 (2024: €5,470) in respect of professional indemnity in favour of its Directors and senior officers. 24. Earnings per share Earnings per share is based on the net profit for the year divided by the weighted average number of ordinary shares in issue during the year. The diluted earnings per share is equal to the basic earnings per share.

| Group |
| 2025 | 2024
Net profit attributable to shareholders | € 1,131,984 | € 1,121,385
Weighted average number of ordinary shares (refer to Note 10) | 25,492,000 | 25,492,000
Earnings per share (€ cents) | 4c44 | 4c40

25. Dividends Final dividends declared and paid in 2025 in respect of the financial year ended 31 December 2024 amounted to €350,000 (€0.0137 per share). Furthermore, interim dividends declared and paid in 2025 in respect of the financial year ended 31 December 2025 amounted to €250,000 (€0.0098 per share). In addition to the above dividends, at the forthcoming Annual General Meeting a final net dividend in respect of 2025 of €0.0137 per share, amounting to a total net dividend of €350,000 is to be proposed. These financial statements do not reflect this dividend payable, which will be accounted for in shareholders’ equity as an appropriation of retained earnings in the year ending 31 December 2026. Therefore, the total net dividend being declared for the year under review amounts to €600,000 (2024: €600,000). Final dividends declared and paid in 2024 in respect of the financial year ended 31 December 2023 amounted to €350,000 (€0.0137 per share). Interim dividends declared and paid in 2024 in respect of the financial year ended 31 December 2024 amounted to €250,000 (€0.0098 per share). 61
26. Cash generated from operations Reconciliation of operating profit to cash generated from operations:

| Group |  | Company |
| 2025 | 2024 | 2025 | 2024
| € | € | € | €
Operating profit | 1,618,541 | 1,648,763 | 1,610,917 | 1,619,191
Adjustments for: |  |  |  |
Depreciation of property, plant and equipment (Note 4) | 565,924 | 549,793 | 565,924 | 531,330
Gain on disposal of property, plant and equipment | 5,842 | - | 5,842 | -
Amortisation of intangible assets (Note 5) | - | 1,035 | - | -
Deferred premium income | (11,546) | (12,010) | (11,546) | (12,010)
Movement in credit loss allowances | - | 88,604 | - | 88,604
Impairment of investment in subsidiary | - | - | - | 51,000
Changes in working capital: |  |  |  |
Trade and other receivables | (61,789) | (186,187) | (80,990) | (143,957)
Trade and other payables | 154,375 | 18,649 | 140,187 | 20,540
Inventory | - | 1,370 | - | -
Cash generated from operations | 2,271,347 | 2,110,017 | 2,230,334 | 2,154,698

Net debt reconciliation The principal movements in the Group’s and the Company’s net debt related to cash flow movements and are disclosed as part of the financing activities in the statements of cash flows. 27. Capital commitments Commitments for capital expenditure not provided for in these financial statements are as follows:

| Group |  | Company |
| 202 5 | 2024 | 202 5 | 2024
| € | € | € | €
Authorised but not contracted | 630,000 | 513,000 | 630,000 | 513,000

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28. Operating lease commitments Where Group is the lessor Future minimum lease payments due to the Group under non-cancellable operating leases are as set out below. They are determined by reference to the point in time in the rental contract when the tenant is given the option to cancel a lease without the requirement of any additional payment thereon. Group undertakings lease units both for office and retail activity under operating lease arrangements. Leases are usually for fixed periods ranging from 6 months to 4 years. After every expiry period, the lease may be renewed for further periods, in accordance with the respective lease agreements, unless the lessee gives the lessor a minimum of 6 months’ notice of termination prior to renewal, as specified in the same agreement.

| Group and Company |
| 2025 | 2024
| € | €
Not later than 1 year | 2,921,266 | 2,948,326
Later than 1 year and not later than 5 years | 1,916,920 | 2,888,172
| 4,838,186 | 5,836,498
Rental income derived from operating leases | 3,081,920 | 3,098,525

29. Related party transactions No transactions with related parties as defined by IAS 24 were carried out by the Group during the current and the preceding financial years. With respect to the Company, year end balances with subsidiary are disclosed separately in Note 8.1 to the financial statements and this interest income from such balances is disclosed in Note 20. During 2025, the Company did not charge rental income to its subsidiary (2024: €25,010), since Plaza Centres p.l.c. took over the operations of Esports Avenue Limited itself. Key management personnel comprise the Directors of the Parent Company. Key management personnel compensation, consisting of Directors’ remuneration is disclosed in Note 23 to these financial statements. 30. Events after the reporting date During an Extraordinary General Meeting (EGM), the Company presented three resolutions to shareholders. Resolution One and Two were extraordinary resolutions and Resolution Three was an ordinary resolution. Resolution One, relating to the amendment of Article 6 of the Memorandum & Articles, and Resolution Two, concerning the authorisation for the repurchase and cancellation of the Company’s own shares, were not approved as they did not satisfy one of the required voting criteria. Resolution Three, an ordinary resolution to approve the capitalisation of the share premium account and the issuance of bonus shares, was also not approved. The Company will convene a subsequent EGM on 14 May 2026, to seek approval of Resolutions One and Two. Subsequent to the reporting date, the Company obtained a sanction letter from a local credit institution to support the redemption of the bond due in September 2026. 63
During 2026, a significant escalation in geopolitical tensions in the Middle East culminated in the outbreak of direct military conflict on 28 February 2026. Although this is considered as a non-adjusting event, Management has assessed its subsequent impact on the Group’s operations, supply chain, liquidity position and overall financial performance. Based on the assessment performed, no significant disruptions to operations or material financial impacts have been identified. The Group continues to monitor the situation closely and will take appropriate actions should circumstances change. 31. Statutory information Plaza Centres p.l.c. is a public limited company and is incorporated in Malta. 64