ACMUS P.L.C. - 485100D17N40H42R6D98

ACMUS P.L.C.

Financial Statements for the year ended 31 December 2025

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Directors’ Report

FOR THE YEAR ENDED 31st DECEMBER 2025

The Directors present their report together with the audited parent Company financial statements and the Group’s consolidated financial statements of ACMUS P.L.C. for the year ended 31st December 2025.

Principal Activities

The principal activity of ACMUS P.L.C. is to hold investments in subsidiary companies and to raise financial resources from the capital markets to finance the property development projects of its subsidiaries. The principal activity of the Group is to acquire, develop and dispose of immovable property and to construct, develop and enter into arrangements with contractors and other service providers in connection with its properties.

Review of the Business

As at 31st December 2025 the Group held eight (8) projects for development: two (2) in Mgarr, one (1) in Mosta, two (2) in St. Julians, two (2) in St Paul’s Bay and one (1) in Marsascala. The status of each development project was as follows:

Cardinal Court in Mgarr

Cardinal Court consists of seven (7) residential units spread across five floors, complemented by eight (8) garages at ground and basement levels and one (1) commercial unit at ground level. This development was fully completed in Q2 2025. As at 31st December 2025, three (3) residential units and one (1) garage were contracted. Furthermore, four (4) residential units and three (3) garages were under a preliminary agreement.

La Carmela in Mgarr

La Carmela consists of nine (9) residential units spread across five floors, complemented by seven (7) garages at basement levels. This development was fully completed in Q1 2026. As at 31st December 2025, seven (7) residential units and four (4) garages were under a preliminary agreement. No contracts were made during the year ended 31st December 2025.

Shangrivill in Mosta

Shangrivill consists of seven (7) residential units spread across five floors, complemented by seven (7) garages at basement levels. This development was fully completed in Q1 2026. As at 31st December 2025, six (6) residential units and four (4) garages were under a preliminary agreement. No contracts were made during the year ended 31st December 2025.

Olea Court in St Julians

Olea Court consists of seven (7) residential units complemented by three (3) garages at basement levels. This development will be fully completed in Q2 2026 and it will be placed on the market in Q2 2026.

The Elm in St Julians

The Elm consists of thirty-eight (38) residential units complemented by over ninety (90) car spaces at basement levels. This development will be fully completed in Q1 2027 and it will be placed on the market during 2027.

The Core in St Paul’s Bay

The site in St Paul’s Bay, which was acquired in September 2025, will be developed into a block of apartments named The Core. The Core consists of fourteen (14) residential units and two (2) garages. This development will be fully completed in Q4 2026 and it will be placed on the market during 2027.

The Village in St Paul’s Bay

The site in St Paul’s Bay, which was acquired in September 2025, will be developed into a block of apartments named The Village. The Village consists of twenty (20) residential units, fifteen (15) garages and four (4) car spaces. This development will be fully completed in Q1 2027 and it will be placed on the market during 2027.

ACMUS P.L.C.

Financial Statements for the year ended 31 December 2025

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Site in Marsascala

The site in Marsascala, which was acquired in August 2025, will be developed into a block of forty-two (42) residential units, three (3) commercial units, twenty-eight (28) garages and four (4) car spaces. This development will be fully completed in Q1 2027 and it will be placed on the market during 2027.

Bonds in Issue

As of 31st December 2025, the Group had a publicly listed bond in issue, namely the €23,000,000 ACMUS P.L.C. 5.25% Secured Bonds 2028-2030, which was issued pursuant to a Prospectus dated 17th July 2025 and admitted to trading on the Malta Stock Exchange on 21st August 2025. As at 31st December 2025 ACMUS P.L.C. had withdrawn €19,000,000 out of the issued bonds via two tranches of €9,500,000 each.

The Issuer and its Guarantor (ACMUS Properties Limited) entered into a Trust Deed with Equinox International Limited, acting as the Security Trustee, to safeguard the interests of bondholders.

Principal Risks and Uncertainty

The Company is dependent on the performance of its subsidiaries.

The Company is the finance and holding Company of the Group and does not carry out any trading activities of its own. The Company is therefore economically dependent on the performance and financial position of its subsidiaries and associate undertakings. In the event that any subsidiary underperforms in any one financial year or more or otherwise experiences adverse fluctuations or volatility in cash flows, liquidity strains or other financial difficulties, such underperformance or adverse financial position would affect the operational and financial results of the Group as a whole and consequently, that of the Company.

As a holding Company, most of the Company’s income consists of interest on loan receivables it receives from its subsidiaries and dividends when declared. The payment of receivables and distribution of dividends is dependent on the cash flows and earnings of the relevant subsidiaries.

The business activities carried out by the Group companies are subject to a number of market, economic and financial risks as included in the Notes to the financial statements.

Events Subsequent To The Reporting Period

There weren’t any events subsequent to the reporting period to be reported.

Results and Dividends

For the year ended 31st December 2025, the Group generated a turnover of €1,413,000 (2024: €NIL) from its property development business.

After accounting for operating expenses and administrative expenses amounting to €70,315 (2024: €44,428) and €194,779 (2024: €87,892) respectively, the Group achieved an EBITDA of €61,791 (2024: loss of €132,320).

Finance costs and depreciation amounted to €16,137 (2024: €2,593) and €21,442 (2024: €18,888) respectively, leading to a profit before tax of €24,212 (2024: loss of €153,801).

Following taxation of €111,431 (2024: €NIL), the loss for the year after income tax amounted to €87,219 (2024: €153,801).

The Directors do not recommend the payment of a dividend.

ACMUS P.L.C.

Financial Statements for the year ended 31 December 2025

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Directors and Company Secretary

Directors during the year were:

•Adrian Muscat (Executive Chairman and Executive Director) (appointed on 19th February 2025)

•Cliona Muscat (Executive Director) (appointed on 19th February 2025)

•Mark Curmi (Independent Non-Executive Director) (appointed on 9th May 2025)

•Charles Cini (Independent Non-Executive Director) (appointed on 9th May 2025)

•Elaine Gauci (Independent Non-Executive Director) (appointed on 9th May 2025)

Company Secretaries during the year were:

•Dr Johan Farrugia (Company Secretary) (appointed on 19th February 2025 and resigned on 13th August 2025)

•Dr Karen Coppini (Company Secretary) (appointed on 20th August 2025)

Statement of Directors’ Responsibilities

The Directors are required by the Companies Act (Chapter 386) to prepare financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the EU which give a true and fair view of the state of affairs of the parent Company and the Group at the end of each financial year and of the profit or loss of the parent Company and the Group for the year then ended. In preparing the financial statements, the Directors are responsible to:

•Ensure that the financial statements have been drawn up in accordance with IFRSs as adopted by the EU;

•Adopt the going concern basis unless it is inappropriate to presume that the Company will continue in business;

•Make judgements and estimates that are reasonable and prudent;

•Account for income and charges relating to the accounting period on the accruals basis;

•Report comparative figures corresponding to those of the preceding accounting period.

The Directors are also responsible for ensuring that proper accounting records are kept which disclose with reasonable accuracy at any time the financial position of the parent Company and of the Group and which enable the Directors to ensure that the financial statements comply with the Companies Act (Chapter 386). This responsibility includes designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. The Directors are also responsible for safeguarding the assets of the Company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Annual report and consolidated financial statements of ACMUS P.L.C. for the year ended 31st December 2025 are made available on the Company’s website (acmus.mt). The Directors are responsible for the maintenance and integrity of the financial statements on the website. In view of their responsibility for the controls over and the security of the website, access to information published 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.

Statement of Responsibility by the Directors pursuant to Capital Markets Rule 5.68

The Directors declare that to the best of their knowledge the financial statements were prepared in accordance with the applicable accounting standards give a true and fair view of the assets, liabilities, financial position and profit or loss of the parent Company and its subsidiaries included in the consolidation taken as a whole, and that this report includes a fair review of the performance of the business and the position of the Company and its subsidiaries included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

Going Concern Statement pursuant to Capital Markets Rule 5.62

The Directors, at the time of approval of the financial statements, consider the going concern assumption in the preparation of the financial statements as appropriate as at the date of authorisation and believe that no material uncertainty that may cast significant doubt about the Company’s and the Group’s ability to continue as a going concern exists as at that date.

ACMUS P.L.C.

Financial Statements for the year ended 31 December 2025

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Company Auditor

VCA Certified Public Accountants have expressed their willingness to continue in office and a resolution proposing their reappointment will be put forward to the members at the next annual general meeting.

Signed on behalf of the Board of Directors on 27th April 2026 by Mr. Adrian Muscat and Mr. Charles Cini as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.

ACMUS P.L.C.

Financial Statements for the year ended 31 December 2025

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CORPORATE GOVERNANCE - STATEMENT OF COMPLIANCE

Applicable Corporate Governance Code

The Company has designed and, on the 26th February 2026, implemented a Corporate Governance Code (the ‘Code’) based on the Principles of Good Corporate Governance established by CMR 5.92 to CMR 5.97 of Chapter 5 of the Maltese Capital Markets Rules (‘CMR’) issued by the Malta Financial Services Authority (‘MFSA’) and the Code of Principles of Good Corporate Governance contained in Appendix 5.1 to the said Chapter (the ‘Appendix’) and General Code of Conduct for Decision Makers in the Financial Services Industry introduced by the MFSA on the 13 January 2026 as best practice to ensure integrity, accountability, transparency, compliance, respect and fairness. The Code is intended to provide proper incentives to the Company’s Board and Management to pursue good governance in its day-to-day operations, in the interest of the Company, its Shareholders and Stakeholders.

In accordance with CMRs 5.55.3, 5.94 and 5.97 the Directors hereby report on the compliance by the Company with the provisions of the Code and the Appendix. The Board recognises that, in virtue of CMR 5.101, the Company is exempt from the requirement to disclose the information prescribed by CMR 5.97.1 to 5.97.3, 5.97.6 and 5.97.8. The Company also recognises that its securities do not carry voting rights and therefore is not required to disclose the information prescribed by CMR 5.97.5.

In terms of CMR 5.97.1 the original signed Code is available for inspection by the public at the registered office of the Company.

Composition of Board - CMR 5.97.7

The Board of Directors is required to exercise effective control, to assess and manage the Company’s risks, determine the Company’s strategic aims and improve the economic and commercial prosperity of the Company. It is required to establish a clear internal and external reporting system to have continuous access to accurate, relevant and timely information to discharge its duties and take decisions.

In accordance with Principle 2 of the Code, Executive Chairman of the Company is Mr. Adrian Muscat supported by Executive Director Ms. Cliona Muscat in the day to day running of the Company and the Group.

The Company’s Memorandum of Association provides that the Board of Directors of the Company shall consist of a minimum of two (2) directors and a maximum of five (5) directors. The present directors of the Company are:

•Adrian Muscat (Executive Chairman and Executive Director) (appointed on 19th February 2025)

•Cliona Muscat (Executive Director) (appointed on 19th February 2025)

•Mark Curmi (Independent Non-Executive Director) (appointed on 9th May 2025)

•Charles Cini (Independent Non-Executive Director) (appointed on 9th May 2025)

•Elaine Gauci (Independent Non-Executive Director) (appointed on 9th May 2025)

Mr. Adrian Muscat, the Executive Chairman of the Company and its subsidiaries, is responsible for the execution of the Group’s strategic plans and the day-to-day management of the Group.

In terms of the Company’s Articles of Association an election of directors shall take place every year and all directors, except the managing director, shall retire from office once at least in each three (3) years, but shall be eligible for re-election.

The Board has determined that except for Mr. Adrian Muscat and Ms. Cliona Muscat, all the non-Executive Directors of the Company are independent. In terms of CMR 5.119, the said non-Executive Directors have not in the last three years had any business, family or other relationship with the Company, its controlling shareholder or management that creates a conflict of interest impairing their judgement on the Board as defined in the said CMR 5.119.

Committees – Audit Committee - CMR 5.97.7

The Composition of the Audit Committee

In line with CMR 5.117, the Company has established an Audit Committee which is required to protect the interests of the Company’s shareholders and assist the Board of Directors to conduct their role effectively. It is there to ensure that financial results are reported accurately and maintain a high level at all times. The Audit Committee is responsible for overseeing the system of internal controls and risk management system of the Company.

ACMUS P.L.C.

Financial Statements for the year ended 31 December 2025

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The Audit Committee is presently composed of:

Mr. Charles Cini (Chairman, Independent Non-Executive Director)

Mr. Mark Curmi (Independent Non-Executive Director)

Ms. Elaine Gauci (Independent Non-Executive Director)

Mr. Charles Cini, the Chairman of the Audit Committee, is considered by the Company to be competent in accounting and audit matters. The Company considers that as a whole the Audit Committee have the required competence relevant to the sector which the Company is operating in.

In line with its Terms of Reference executed on the 17th July 2025, the Audit Committee shall support the Board in fulfilling its oversight responsibilities over the financial reporting processes, the system of internal controls, the audit process and process for monitoring compliance with applicable laws and regulations. The Committee shall establish internal procedures and monitor the effectiveness of the Company’s internal quality control and risk management systems, monitor the financial reporting process including the statutory audit, the performance, findings and conclusions together with any reports prepared by the statutory auditors which are submitted to the Audit Committee. It shall also be required to review and monitor the independence of the statutory auditors of the Company and recommend their re-appointment or otherwise in accordance with the Statutory Audit Regulation. The Audit Committee, as a sub-committee of the Board, shall maintain an effective working relationship with the Board, Management and external auditors of the Company, including the board of directors of the Guarantor ACMUS Properties Limited for the purposes of monitoring the activities and conduct of business of the Guarantor, in so far as these may affect the ability of the Company to fulfil its obligations in terms of its securities admitted to listing and trading on the Malta Stock Exchange. The Audit Committee shall assist the directors in ensuring effective decision-making and the accuracy of its reporting and financial results are maintained at a high level at all times. Furthermore, the Audit Committee shall consider the arm’s length nature of transactions and give due consideration as to whether transactions are considered to be Material Related Party Transactions or whether these are being taken in the ordinary course of the Group’s business. It is empowered to approve or otherwise such Material Related Party Transaction.

In line with its Terms of Reference, the Audit Committee is required to assess any potential conflicts of interest between the duties of directors and their respective private interests and duties unrelated to the Company. The matter is assessed through a standard agenda item to discuss any conflicts of interest disclosures.

Committees – Evaluation Committee

In accordance with Principle 7 of the Code, the Company has not appointed an Evaluation Committee. The Board of Directors have continuous oversight and communication with its shareholders and beneficial owners, being the Executive Chairman and Executive Director of the Company, and therefore the Board does not consider it necessary to appoint an Evaluation Committee.

Committees – Remuneration and Nomination Committee

In accordance with Principle 8 of the Code, due to its limited operational function the Company has not appointed a Remuneration and/or Nomination Committee.

In the event that the Company determines that any such above-mentioned committee shall be appointed, then the Board shall be authorised to appoint such committees which shall be required to adopt the provisions of the Appendix for such purpose.

Board and Committee meetings

Being the first year of operation the Board of Directors met formally on two (2) occasions. Given that the period was the first year of application of the CMRS, in the light of CMR 5.131, it is reported that the Audit Committee of the Company met formally on two (2) occasions. In terms of Principle 9 of the Code, the Chairman of the Audit Committee is answerable to the Annual General Meeting. The Audit Committee reports directly to the Board. In particular, the Chairman of the Audit Committee is required to report any significant findings and recommendations which the Audit Committee has to the Board after each Audit Committee meeting.

ACMUS P.L.C.

Financial Statements for the year ended 31 December 2025

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Dr. Karen Coppini has been appointed by the Board to the office of Company Secretary and also acts as secretary to the Audit Committee. She is responsible for ensuring that the Board and Audit Committee procedures are complied with. All the Directors have access to the advice and services of the Company Secretary.

Remuneration Statement

In accordance with Article 112 of the Articles of Association of the Company, the maximum aggregate emoluments of all directors in any financial year and any increases thereto shall be such amount as may from time to time be determined by the Company in the General Meeting and any notice convening the General Meeting during which an increase in the maximum amount of such aggregate emoluments shall be proposed, shall contain a reference to that fact. During the period under review, the Non-Executive Directors of the Company received €21,000 (2024 - €NIL) in aggregate for the services rendered during 2025. No part of the remuneration paid to the directors is performance based. None of the Non-Executive Directors, in their capacity as a Director of the Company, is entitled to profit-sharing, share options or pension benefits.

Relations with Shareholders and the Market

In line with Principle 9 of the Code, the Company issues Company announcements to enable investors to make informed investment decisions in terms of the CMR. To support transparency and effective planning for shareholders, analysts, financial intermediaries, bondholders, and other stakeholders the Company published its Corporate Calendar for the year 2026 setting out the principle planned dates of periodic financial information, shareholder meetings and other key investor-related communications.

Main Features of Internal Controls and Risk Management Systems in relation to the Financial Reporting Process - CMR 5.97.4

The Audit Committee is responsible for overseeing the system of internal controls and risk management system of the Company. It also acts as a support to the Board in its responsibilities in dealing with issues of risk, control, governance and associated assurance of the Company.

The Executive team is led by the Executive Chairman, with the support of the Executive Director and the Group Chief Finance Officer. The executive team acknowledges the importance to maintain high standards of business and financial conduct across the Group’s areas of activities and strives to adopt standard operating procedures and proper reporting lines within its management structure.

Extent to which the Company departs from the CMR 5.97.1 and Appendix

The Company is ultimately privately held and has no institutional shareholders, therefore Principle 10 of the Appendix does not, at present, apply to the Company.

Other than as stated in this Report, the Company has fully implemented the principles set out in the Code, CMRs and Appendix.

ACMUS P.L.C.

Financial Statements for the year ended 31 December 2025

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Statement of Profit or Loss and other Comprehensive Income

	Notes	Group	Group	Company
		2025	2024	2025
		€	€	€
Revenue	13	1,413,000	-	-
Cost of goods sold	14.3	(1,086,115)	-	-
Gross Profit		326,885	-	-
Operating expenses	14.3	(70,315)	(44,428)	-
Administrative expenses	14.3	(194,779)	(87,892)	(68,380)
		(265,094)	(132,320)	(68,380)
EBITDA		61,791	(132,320)	(68,380)
Depreciation	12	(21,442)	(18,888)	-
Finance costs	14.2	(16,137)	(2,593)	(366,026)
Interest Income	14.1	-	-	491,287
Amortisation on bond issue costs	14.5	-	-	(50,483)
Profit/ (loss) before tax		24,212	(153,801)	6,398
Income tax	14.6	(111,431)	-	(2,239)
(Loss)/ Profit for the year – Total comprehensive (loss)/ income		(87,219)	(153,801)	4,159
Attributable to:
Equity holders of the Company		(87,219)	(153,801)	4,159

ACMUS P.L.C.

Financial Statements for the year ended 31 December 2025

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Statement of financial position

	Notes	Group	Group	Company
ASSETS AND LIABILITIES		2025	2024	2025
Non-current assets
Property, plant and equipment	12	30,025	42,306	-
Investment in subsidiaries	9	-	-	3,077,926
Loans and receivables	7.6	-	-	17,471,699
		30,025	42,306	20,549,625
Current Assets
Inventories	5.1	30,859,732	13,786,464	-
Other receivables	7.6	8,303,443	887,762	8,275,452
Cash at bank and in hand	10	704,086	86,746	3,425
		39,867,261	14,760,972	8,278,877
Total Assets		39,897,286	14,803,278	28,828,502
Equity and Liabilities
Equity
Share capital	18.1	250,000	305,000	250,000
Other reserve	4	(2,770,926)	-	-
Retained earnings		(307,271)	(220,052)	4,159
Capital contribution	18.3	6,990,040	-	6,990,040
Share premium	18.2	2,827,126	-	2,827,126
		6,988,969	84,948	10,071,325
Current liabilities
Trade and other payables	8.5	2,706,040	314,721	395,989
Borrowings	8.4	3,674,926	-	-
		6,380,966	314,721	395,989
Non-current liabilities
Borrowings	8.4	26,527,351	14,403,609	18,361,188
		26,527,351	14,403,609	18,361,188
Total Liabilities		32,908,317	14,718,330	18,757,177
Total Equity and Liabilities		39,897,286	14,803,278	28,828,502

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 Mr. Charles Cini (Non-executive Director) and Mr. Adrian Muscat (Director) as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Report and Financial Statement.

ACMUS P.L.C

Financial Statements for the year ended 31 December 2025

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Statement of Changes in Equity

	Share Capital	OtherReserves	Share Premium	CapitalContribution	Retained Earnings	Total
	€	€	€	€	€	€
Group
Balance at 1 January 2024	5,001	-	-	3,307,795	(66,251)	3,246,545
Issue of share capital	299,999	-	-	-	-	299,999
Capital contribution	-	-	-	(3,307,795)	-	(3,307,795)
Profit for the year	-	-	-	-	(153,801)	(153,801)
Balance at 31 December 2024	305,000	-	-	-	(220,052)	84,948

Loss for the year	-	-	-	-	(87,219)	(87,219)
Transactions with owners in their capacity as owners Transfer from Borrowings – note 18.3	-	-	-	6,990,040	-	6,990,040
Issue of shares – note 18.1	1,200	-	-	-	-	1,200
Adjustment relating to reorganisation of groupIssue of shares at premium – note 18.2	248,800	-	2,827,126	-	-	3,075,926
Capital reorganisation – note 4	(305,000)	(2,770,926)	-	-	-	(3,075,926)
Balance at 31 December 2025	250,000	(2,770,926)	2,827,126	6,990,040	(307,271)	6,988,969

Share Capital

Share Premium

CapitalContribution

Retained Earnings

Total

Company

€

As at 19 February 2025

Profit for the year

4,159

Transactions with owners in their

capacity as owners

Transfer from Borrowings – note 18.3

6,990,040

Issue of shares – note 18.1

1,200

Adjustment relating to reorganisation

of group

Issue of shares at premium – note 18.2

248,800

2,827,126

3,075,926

Balance at 31 December 2025

250,000

2,827,126

6,990,040

4,159

10,071,325

ACMUS P.L.C

Financial Statements for the year ended 31 December 2025

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Statement of Cashflow

		Group	Group	Company
		2025	2024	2025
	Notes	€	€	€
Cash flows from operating activities
Profit/ (Loss) for the year		24,212	(153,801)	6,398
Adjustments for:
Depreciation	12	21,442	18,888	-
Finance costs	14.2	16,137	2,593	366,026
Amortisation of bond issue costs	14.5	-	-	50,483
Operating profit/ (loss) before working capital movements		61,791	(132,320)	422,907
Movement in other receivables	7.6	(7,415,681)	(763,178)	(8,275,452)
Movement in other payables	8.5	2,389,080	153,490	27,724
Acquisition of property held as inventory	5.1	(16,437,543)	(3,874,800)	-
Cash used in operations		(21,402,353)	(4,616,808)	(7,824,821)
Final withholding tax paid on sale of properties	14.6	(109,192)	-	-
Interest paid	14.2	(601,379)	(2,593)	-
Net cash flows used in operating activities		(22,112,924)	(4,619,401)	(7,824,821)
Cash flows from investing activities
Payments to acquire property, plant and equipment	12	(9,161)	(11,297)	-
Net cash used in investing activities		(9,161)	(11,297)	-
Cash flows from financing activities
Cash issue of shares pre capital reorganisation	18.1	1,200	-	1,200
Bond proceeds advanced to subsidiary	7.6	-	-	(10,637,640)
Advances from shareholding companies	8.4,18.3	1,832,244	2,150,000	1,832,245
Movement in balances with subsidiaries		-	-	(1,676,264)
Repayment of bank borrowings	8.4	(401,068)	-	-
Advances from banks		2,996,344	2,085,713	-
Bonds issuance	8.4	19,000,000	-	19,000,000
Payment of bond issue costs	8.4	(689,295)	-	(689,295)
Acquisition of investments in subsidiaries	9	-	-	(2,000)
Net cash generated from financing activities		22,739,425	4,235,713	7,828,246
Net movement in cash and cash equivalents		617,340	(394,985)	3,425
Cash and cash equivalents at the beginning of the year		86,746	481,731	-
Cash and cash equivalents at the end of the year	10	704,086	86,746	3,425

ACMUS P.L.C

Financial Statements for the year ended 31 December 2025

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Notes to the financial statements

1.General Information

1.1Information about the Group and the Company

ACMUS P.L.C. (C-111213) is a public limited liability Company incorporated in Malta. The Company is the parent company of the Group, which is mainly involved in the construction and property development. The Company was incorporated on 19 February 2025 and, accordingly these financial statements for the Company cover the period from incorporation to 31 December 2025 representing a period of 10 months. This is the first set of financial statements prepared by the Company. The registered office is Hyatt Centric Malta, Triq Santu Wistin, San Giljan, SWQ 3312.

The Group was formed during the current financial period. As part of a capital reorganisation undertaken during the year, the Group financial statements have been prepared using the principles of merger accounting. Consequently, the comparative information presented for the Group represents the results and financial position of ACMUS Property Development Limited (C-104599) which was in existence prior to the formation of the Group and is considered to be the predecessor entity for accounting purposes.

The Company and the subsidiaries are together referred to as ‘the Group’

The current year Group figures reflect the consolidated results and financial position of the Group as constituted following the capital reorganisation.

1.2Basis of preparation

Compliance with IFRS and with the Maltese Companies Act

The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU and in accordance with the requirements of the Companies Act, Cap. 386 of the Laws of Malta.

Significant accounting judgements, estimates and assumptions

The preparation of the Group’s consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Other disclosures relating to the Group’s exposure to risks and uncertainties includes:

Capital management	Note 17
Financial instruments risk management and policies	Note 16

Judgements

In the process of applying the Group’s accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the consolidated financial statements:

Capital reorganisation

During the year, the Group undertook a capital reorganisation whereby a new intermediate holding company was incorporated between the operating company and its shareholders. The shareholders of the existing operating company exchanged their shares for shares in the new holding company.

Management has assessed that the transaction is a common control transaction and, as there was no change in the ultimate economic interests of the shareholders, the transaction has been accounted for as an equity transaction. No gain or loss has been recognised in profit or loss in respect of the share-for-share exchange.

The accounting treatment applied required management judgement in assessing the classification of the transaction as a common control reorganisation.

ACMUS P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

1.General Information – continued

1.2Basis of preparation – continued

Significant accounting judgements, estimates and assumptions - continued

Estimates and assumptions

The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur.

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described in the below notes:

ECL on amounts due	Note 7.7
NRV of inventory	Note 5.3

Cost convention and presentation currency

These financial statements have been prepared under the historical cost convention and are presented in euro (“€”), which is also the Group and the Company’s functional currency and the currency in which its share capital is denominated.

1.3Going Concern

The Group registered total revenue of €1,413,000, representing proceeds from the sale of properties which have been fully developed during the current year. The Group reported an EBITDA of €61,791 as shown in the Statement of profit or loss. The Company registered interest income of €491,287 and profit before tax of €6,398.

As at 31 December 2025, the Company’s current assets exceeded current liabilities by €7,407,666. Given the nature of the Company and its function within the Group, of which it is the ultimate parent company, the Company is dependent on the Group for financial support.

As at 31 December 2025, the Group’s current assets exceeded its current liabilities by €33,487,359 (2024: €14,446,250) whereas the Group’s total assets exceeded its total liabilities by €6,990,033(€2024: €84,948). The working capital position as at 31 December 2025 includes a balance of €219,500 (2024: NIL) that represents deferred income which does not have an impact on the Group’s liquidity.

The Directors have prepared a cashflow forecast for the ACMUS P.L.C. Group covering 36 months from the reporting date, considering significant events and transactions that have occurred or are expected to occur subsequent to period end. The cash flow forecasts include expected proceeds from the sale of properties under development and the associated development and operating costs expected to be incurred over the forecast period. A portion of the forecast sales relates to properties for which deposits have already been secured. These deposits were received prior to the reporting date and are recognised as advance deposits within liabilities in the statement of financial position.

The forecasts also take into account the repayment of bank borrowings obtained to part-finance certain development projects. These borrowings are contractually repayable upon the sale of the related properties. In addition, the forecasts include planned capital expenditure to be funded by the Group, as well as the repayment of bond interest arising from bond issuances made during the current financial period.

As part of their assessment, the Directors have considered the impact of adverse scenarios, including delays in the timing of property sales. The cash flow forecasts assume the injection of additional funding from shareholders to enable the Group to meet its obligations as they fall due. Even under these stressed assumptions, the Group is projected to maintain sufficient liquidity throughout the forecast period.

Based on this assessment, the Directors have a reasonable expectation that the Group and the Company have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis.

ACMUS P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

2.Standards, interpretations and amendments to published standards effective in 2025

3.In 2024, the Company adopted new

standards, amendments and

interpretations to existing

4.standards that are mandatory for the

Company’s accounting period

beginning on 1 January 2024.

5.The adoption of these revisions to the

requirements of IFRSs as adopted by

the EU did not have a

6.material effect on the Company’s

recognition, measurement and

presentation of items within these

7.financial statements. Disclosures have

been impacted as described below.

9.The IASB amended IAS 1

‘Presentation of Financial Statements’

to require entities to disclose their

10.material rather than their significant

accounting policies. The amendments

define what is ‘material

11.accounting policy information’

(being information that, when

considered together with other

12.information included in an entity’s

financial statements, can reasonably be

expected to influence

13.decisions that the primary users of

general purpose financial statements

make on the basis of those

14.financial statements) and explain

how to identify when accounting policy

information is material. They

15.further clarify that immaterial

accounting policy information does not

need to be disclosed. If it is

16.disclosed, it should not obscure

material accounting information.

17.

18.To support this amendment, the

IASB also amended IFRS Practice

Statement 2 ‘Making Materiality

19.Judgements’ to provide guidance

on how to apply the concept of

materiality to accounting policy

20.disclosures.

21.

22.Consequently, the Company is

disclosing accounting policy

information that is material.

23.In 2024, the Company adopted

new standards, amendments and

interpretations to existing

24.standards that are mandatory for the

Company’s accounting period

beginning on 1 January 2024.

25.The adoption of these revisions to

the requirements of IFRSs as adopted

by the EU did not have a

26.material effect on the Company’s

recognition, measurement and

presentation of items within these

27.financial statements. Disclosures

have been impacted as described

below.

28.

29.The IASB amended IAS 1

‘Presentation of Financial Statements’

to require entities to disclose their

30.material rather than their significant

accounting policies. The amendments

define what is ‘material

31.accounting policy information’

(being information that, when

considered together with other

32.information included in an entity’s

financial statements, can reasonably be

expected to influence

33.decisions that the primary users of

general purpose financial statements

make on the basis of those

34.financial statements) and explain

how to identify when accounting policy

information is material. They

35.further clarify that immaterial

accounting policy information does not

need to be disclosed. If it is

36.disclosed, it should not obscure

material accounting information.

37.

38.To support this amendment, the

IASB also amended IFRS Practice

Statement 2 ‘Making Materiality

39.Judgements’ to provide guidance

on how to apply the concept of

materiality to accounting policy

40.disclosures.

41.

42.Consequently, the Company is

disclosing accounting policy

information that is material.

The accounting policies adopted are consistent with those of the previous financial year, except for the following amendments to IFRS effective during the year:

-Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements (issued on 25 May 2023) (effective for financial year beginning on or after 1 January 2024)

-Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback (issued on 22 September 2022) (effective for financial year beginning on or after 1 January 2024)

-Amendments to IAS 1 Presentation of Financial Statements:

i.Classification of Liabilities as Current or Non-Current (issued on 23 January 2020 (effective for financial year beginning on or after 1 January 2024));

ii.Classification of Liabilities as Current or Non-Current – Deferral of Effective Date (issued on 15 July 2020) (effective for financial year beginning on or after 1 January 2024); and

iii.Non-Current Liabilities with Covenants (issued on 31 October 2022) (effective for financial year beginning on or after 1 January 2024)

The changes resulting from the above standards, interpretations and amendments are not expected to have a material effect on the financial statements of the Company and the Group.

3.Standards, interpretations and amendments to published standards that are not yet effective

The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group’s financial statements are disclosed below. The Group intends to adopt these new and amended standards and interpretations, if applicable, when they become effective.

IFRS 18 Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18, which replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals. Furthermore, entities are required to classify all income and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income taxes and discontinued operations, whereof the first three are new. The standard requires disclosure of newly defined management-defined performance measures, subtotals of income and expenses, and it also includes new requirements for aggregation and disaggregation of financial information based on the identified ‘roles’ of the primary financial statements (PFS) and the notes.

In addition, narrow-scope amendments have been made to IAS 7 Statement of Cash Flows, which include changing the starting point for determining cash flows from operations under the indirect method, from ‘profit or loss’ to ‘operating profit or loss’ and removing the optionality around classification of cash flows from dividends and interest.

In addition, there are consequential amendments to several other standards. IFRS 18, and the amendments to the other standards, are effective for reporting periods beginning on or after 1 January 2027, but earlier application is permitted and must be disclosed. IFRS 18 will apply retrospectively.

The Group is currently working to identify all impacts the amendments will have on the primary financial statements and notes to the financial statements. The initial expected material impacts on Group’s financial statements are, as follows:

-New disclosure will be added: (a) management-defined performance measures; (b) specified expense by nature if expenses are presented by function in the operating category of the statement of profit or loss;

and (c) a reconciliation for each line item in the statement of profit or loss between the restated amounts presented applying IFRS 18 and the amounts previously presented applying IAS 1.

-Interest received and interest paid will be classified in the investing activities and financing activities, respectively, on the statement of cash flows.

ACMUS P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

3.Standards, interpretations and amendments to published standards that are not yet effective – continued

IFRS 19 Subsidiaries without Public Accountability:

In May 2024, the IASB issued IFRS 19, which allows eligible entities to elect to apply its reduced disclosure requirements while still applying the recognition, measurement and presentation requirements in other IFRS accounting standards. To be eligible, at the end of the reporting period, an entity must be a subsidiary as defined in

IFRS 10, cannot have public accountability and must have a parent (ultimate or intermediate) that prepares consolidated financial statements, available for public use, which comply with IFRS accounting standards. IFRS 19 will become effective for reporting periods beginning on or after 1 January 2027, with early application permitted.

As the Group’s instruments are publicly traded, it is not eligible to elect to apply IFRS 19.

Amendments to the Classification and Measurement of Financial Instruments—Amendments to IFRS 9 and IFRS 7

In May 2024, the IASB issued Amendments to IFRS 9 and IFRS 7, Amendments to the Classification and Measurement of Financial Instruments (the Amendments). The Amendments include:

-A clarification that a financial liability is derecognised on the ‘settlement date’ and the introduction of an accounting policy choice (if specific conditions are met) to derecognise financial liabilities settled using an electronic payment system before the settlement date

-Additional guidance on how the contractual cash flows for financial assets with environmental, social and corporate governance (ESG) and similar features should be assessed

-Clarifications on what constitute ‘non-recourse features’ and what are the characteristics of contractually linked instruments

-The introduction of disclosures for financial instruments with contingent features and additional disclosure requirements for equity instruments classified at fair value through other comprehensive income (OCI)

The Amendments are effective for annual periods starting on or after 1 January 2026 with early adoption permitted for classification of financial assets and related disclosures only.

The Group does not anticipate that the amendments will have a material effect on the Group’s financial statements.

4.Reorganisation of Group

The Company was incorporated on 19 February 2025 under the terms of the Maltese Companies Act, 1995. In July 2025, the Company acquired 100% direct shareholding in ACMUS Property Development Limited through an exchange of shares it issued to The Ona Property Development Limited (C-82490) and Muscat Holdings (II) Limited (C-89275) for a consideration of €3,075,926.

ACMUS Property Development Limited was already in existence and operating. The substance of the acquisition was that of a group restructuring by virtue of which the Company became the new parent company of the Group. This transaction has been accounted for in the consolidated financial statements as a reorganisation, and these have been compiled as though ACMUS P.L.C. was already the parent Company of the Group from incorporation.

The accounting policies are consistent with the policies previously adopted by ACMUS P.L.C.’s subsidiaries except for reorganisation between Group entities under common control are accounted for using the reorganisation method of accounting. Under the reorganisation method of accounting, assets and liabilities are incorporated at the predecessor carrying values, which are the carrying amounts of assets and liabilities of the acquired entity’s pre organisation financial statements. No goodwill arises in reorganisation accounting, and any difference between the consideration given and the aggregate book value of the assets and liabilities of the acquired entity is included in equity. The financial statements incorporate the acquired entities’ full year results, including comparatives, as if the pre-reorganisation structure was already in place at the commencement of the comparative period. As a result of this group restructuring, the Company became the new parent company of the Group.

ACMUS P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

4.Reorganisation of Group – continued

The following table summarises the consideration paid by the Company and the amounts of assets acquired, and liabilities assumed, that were recognised in the consolidated statement of financial position as at July 2025, being the date of the legal reorganisation:

	Group
	2025
	€
Consideration
Company
Non-cash consideration	3,075,926
Total consideration	3,075,926
Recognised amounts of identifiable assets acquired, and liabilities assumed
Net assets acquired	84,947
Uplift in market value of properties held as inventory at cost	2,990,979
	3,075,926
Make up of reserve account:
Uplift recognised on reorganisation not recorded	2,990,979
Less: pre reorganisation reserves remained in group	(220,053)
	2,770,926

5.Inventories

Inventories comprise properties held in various locations that are held for development and sale in the ordinary course of business. These properties include both completed units and properties under construction. Property held for development and re-sale is stated at the lower of cost and net realisable value. The cost includes the purchase price of the property and development costs incurred to date. Net realisable value represents the estimated selling price less all estimated costs to completion and costs to be incurred in marketing and selling.

Cost incurred in bringing each property to its present location and condition includes:

i.Freehold and leasehold rights for land

ii.Amounts paid to contractors for development and finishings

iii.Planning and design costs, costs of site preparation, professional fees for legal services, property transfer taxes, borrowing costs, development overheads and other related costs

When an inventory property is sold, the carrying amount of the property is recognised as an expense in the period in which the related revenue is recognised. The carrying amount of inventory property recognised in profit or loss is determined with reference to the directly attributable costs incurred on the property sold and an allocation of any other related costs based on the sales price of the property sold.

5.1Make up of inventory items

	Group	Group	Company
	2025	2024	2024
	€	€	€
Properties held for development and resale	30,859,732	13,786,464	-

5.2Reconciliation of inventories

	Note	Group	Group	Company
		2025	2024	2025
		€	€	€
Opening inventory balance		13,786,464	9,816,502	-
Land acquisition		10,000,000	-	-
Capitalised borrowing costs	ii	1,004,319	563,348	-
Capitalised wages and salaries		301,358	153,041	-
Cost of construction, finishings and directly attributable costs		6,780,503	3,253,573	-
Transfer to cost of sales	i	(1,012,912)	-	-
Closing inventory balance		30,859,732	13,786,464	-

ACMUS P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

5.2Reconciliation of inventories - continued

Note i – Transfer to cost of sales

Cost of sales relates to the sale of completed residential units from one development site within the Group’s property portfolio, the construction and finishing of which were completed during the current financial year. The cost of the units sold is recognised in the statement of profit or loss under the line item “Cost of sales”.

The cost of sales comprises the proportionate share of land acquisition costs and capitalised development and directly attributable costs included within inventories, allocated to individual units based on sales price of each unit sold. The corresponding reduction in inventories is recognised at the date control of the units is transferred to the buyer.

Note ii - Capitalised borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of bank and bond interest and other costs that the Company incurs in connection with the borrowing of funds.

During the year, the Group continued the construction of previously acquired development projects and commenced construction on new projects. These projects are financed through a bond issue and bank borrowings.

Borrowing costs capitalised during the year amounted to €1,004,319 (2024: €563,348). The capitalisation rates used to determine the amount of borrowing costs eligible for capitalisation were 5.25% for the bond financing and 5% - 5.2% for bank borrowings, representing the effective interest rates of the respective specific borrowings.

5.3Estimates and judgements

Inventories include properties held for sale which are measured at the lower of cost and net realisable value in accordance with IAS 2 Inventories. Net realisable value represents the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.

The determination of net realisable value requires the use of management judgement and estimates. In assessing the recoverability of property inventory, management considers a number of factors including recent market transactions for comparable properties, current market conditions, expected selling prices, stage of completion of the properties and estimated costs required to complete and sell the properties. These estimates are reviewed at each reporting date and adjusted where necessary to reflect current market conditions and available information. Where the net realisable value of a property is lower than its carrying amount, a write-down is recognised in profit or loss.

Due to the inherent uncertainty involved in estimating selling prices and future costs, actual outcomes may differ from these estimates.

6.Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

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.

7.Financial assets

7.1Initial recognition and measurement

At initial recognition, the Group and the Company classify their financial assets as subsequently measured at amortised cost. Financial assets at amortised cost are measured using the effective interest method and are subject to impairment. The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Group’s and Company’s business model for managing them. At initial recognition, the Group and the Company measure a financial asset at its fair value plus transaction costs that are directly attributable to the acquisition of the financial asset.

ACMUS P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

7.Financial assets - continued

7.2Subsequent measurement

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

7.3Debt instruments

The Group’s financial assets measured at amortised cost comprise other receivable balances, including bond funds held by the trustee that remain unutilised at the reporting date, deposits paid on promise of sale agreements for the acquisition of properties, deposits on furnishings and finishings relating to property development projects recognised within inventories and amounts due from commonly controlled entities outside the Group. The Company’s financial assets also include amounts due from subsidiaries in respect of bond proceeds and other funds advanced to those subsidiaries included under non-current financial assets.

7.4Derecognition

A financial asset is primarily derecognised when the rights to receive cash flows from the asset have expired or the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either the Group has transferred substantially all the risks and rewards of the asset, or the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset

When the Group has transferred its rights to receive cash flows from an asset or has entered into a passthrough arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Group continues to recognise the transferred asset to the extent of its continuing involvement.

7.5Impairment

Further disclosures relating to impairment of financial assets are also provided in the following notes:

-Disclosures for significant assumptions in note 7.7

-Financial management risk in note 16.3

The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms. ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

The Group considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

ACMUS P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

7.Financial assets - continued

7.6Analysis of balance

	Note	Group	Group	Company
		2025	2024	2025
		€	€	€
Non-Current
Loans to subsidiaries	ii	-	-	17,471,699
Current
Amounts due from subsidiaries	iii	-	-	491,287
Amounts due from commonly controlled entities outside the Group		75,989	253,132	-
Bonds funds held at trustee	i	7,777,508	-	7,777,508
Deposits paid on POS and furnishings		391,618	620,648	-
Amounts due from shareholder		11,000	-	-
Prepayments		47,328	13,982	6,657
		8,303,443	887,762	8,275,452

Note i – Bond proceeds held at trustee

Bond proceeds amounting to €7,777,508 are held by a trustee in accordance with the terms of the bond issue and are released to the Group upon instruction to finance property acquisitions and related development expenditure. At the reporting date these funds remain unutilised and are recognised within other receivables as amounts recoverable from the trustee.

Note ii – Loans to subsidiaries

€10,637,640 of this balance relates to a loan advanced to a subsidiary using bond proceeds in accordance with the terms of the relevant bond prospectus dated 17 July 2025. This loan is structured on a back-to-back basis with the bond funds and bear interest at 5.3% per annum, payable in accordance with the loan agreement.

The loan is secured by collateral, which includes the constitution of first-ranking special hypothecs over the secured properties. This loan was used to finance the land acquisition, development, and construction of property projects. They are repayable in tranches between August 2028 and August 2030, in line with the utilisation of the underlying bond proceeds by the subsidiaries.

€6,834,059 of the loan balance, advanced by the Group’s shareholder companies, is unsecured, bears interest at a rate of 5.3% per annum, and is repayable upon the completion and sale of the underlying property units subject to first settlement of bond and bank borrowings.

Note iii – Amounts owed by subsidiaries

These amounts represent interest charged to subsidiaries on loans advanced in note ii. These amounts are unsecured, interest free and repayable on demand.

7.7Estimates and judgements

The Group measures expected credit losses (“ECLs”) on bond proceeds held by the trustee and the Company on amounts due from subsidiaries relating to bond proceeds and other funds advanced to finance the acquisition, development and construction of property projects. These balances are subject to impairment using the general approach under IFRS 9.

-Loans to subsidiaries

Under the general approach, the Company measure ECLs using a probability-weighted estimate of credit losses determined by applying estimates of probability of default (PD), loss given default (LGD) and exposure at default (EAD). The ECL assessment incorporates reasonable and supportable forward-looking information, including assumptions regarding the expected performance of the underlying property development projects and broader economic conditions. The estimation of PDs reflects the likelihood that the subsidiaries will be unable to meet their repayment obligations, taking into consideration factors such as the subsidiaries’ financial position, expected cash flows from property developments, project completion timelines and prevailing market conditions. LGD estimates

ACMUS P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

7.Financial assets – continued

7.7Estimates and judgements - continued

Loans to subsidiaries - continued

reflect the expected recoverability of amounts advanced, including consideration of the value of underlying assets and projects being financed.

At each reporting date, the Company assesses whether there has been a significant increase in credit risk since initial recognition and update the assumptions used in estimating PD, LGD and EAD accordingly. The measurement of ECLs on amounts due from subsidiaries requires significant estimates. Changes in assumptions regarding project cash flows, property market conditions, development timelines and broader economic factors may result in material adjustments to the recognised ECL allowance.

-Bond proceeds held at trustee

The ECL assessment is performed using the general approach, under which the loss allowance is measured at an amount equal to 12-month ECLs unless there has been a significant increase in credit risk since initial recognition. The estimation of ECLs incorporates probability of default (PD), loss given default (LGD) and exposure at default (EAD), taking into account the creditworthiness of the trustee and available forward-looking information.

In assessing the credit risk associated with these balances, the Group and the Company consider the trustee’s external credit standing, reputation and financial strength as a regulated institution. Based on this assessment, the credit risk associated with the trustee is considered to be low and no significant increase in credit risk has been identified since initial recognition.

Accordingly, the resulting ECL recognised on these balances is not material. However, the assessment of ECLs requires the use of judgement, particularly in evaluating the credit risk of the counterparty and the impact of forward-looking economic conditions.

8.Financial liabilities

8.1Initial recognition, measurement and presentation

Financial liabilities are classified, at initial recognition, as loans and borrowings or payables as appropriate. All financial liabilities are recognised initially at fair value net of directly attributable transaction costs. The Group’s financial liabilities include trade and other payables and borrowings comprising bank borrowings and bonds.

8.2Subsequent measurement

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

Amortised cost is calculated by considering any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss. This category generally applies to interest-bearing loans and borrowings.

8.3Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

ACMUS P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

8.Financial liabilities – continued

8.4Borrowings

	Note	Group	Group	Company
		2025	2024	2025
		€	€	€
Current interest-bearing borrowings
Bank Borrowings		3,674,926	-	-
Total current borrowings		3,674,926	-	-
Non- Current interest-bearing borrowings
Bank borrowings	ii	8,166,163	9,245,813	-
Debt securities in issue		19,000,000	-	19,000,000
Issue costs		(638,812)	-	(638,812)
Bonds net of issue costs	i	18,361,188		18,361,188
Non- Current borrowings
Shareholders’ loans	iii	-	5,157,796	-
Total non-current borrowings		26,527,351	14,403,609	18,361,188
Total borrowings		30,202,277	14,403,609	18,361,188

Detailed information

	2025	2024	Interest rate	Maturity
	€	€	%
Group
Bank Borrowings - Note ii	2,318,226	2,266,068	5.2: Bank base rate + 1.5	Upon sale of property units or within 36 months from drawdown
Bank Borrowings - Note ii	7,056,710	6,040,535	5.2: Bank base rate + 1.5	Upon sale of property units or within 60 months from drawdown
Bank Borrowings - Note ii	1,356,700	939,210	5.2: Bank base rate + 1.5	Upon sale of property units or within 36 months from drawdown
Bank Borrowings - Note ii	1,109,453	-	5: Bank base rate + 2.75	Upon sale of property units or within 36 months from drawdown
Bonds net of issue costs - Note i	18,361,188	-	5.25	2028 - 2030
Shareholders’ loans - Note iii	-	5,157,796	Interest fee	On demand
	30,202,277	14,403,609
Company
Bonds net of issue costs - Note i	18,361,188	-	5.25	2028 - 2030

ACMUS P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

8.Financial liabilities – continued

8.4Borrowings - continued

Note i – Debt securities in issue

In August 2025, ACMUS P.LC. issued an aggregate principal amount of €23,000,000 bonds (2028-2030), having a nominal value of EUR100 each, bearing interest at the rate of 5.25% per annum, to finance the acquisition, construction and finishing of the sites in Marsascala and St. Paul’s Bay. Out of which, €19,00,000 were withdrawn during the financial year. These bonds are subject to the terms and conditions in the prospectus dated 17 July 2025 and secured by:

-First-ranking special privilege over the sites in St. Paul’s Bay and Marsascala

-First-ranking general hypothec by the Issuer and by the Guarantor in favour of the Security Trustee, its respective assets present and future for the full nominal value of the Secured Bonds and interest thereon

-First-ranking special hypothec by the Guarantor in favour of the Security Trustee for the full nominal value of the Secured Bonds and interest thereon over each of the sites purchased by the Guarantor and which are funded by a Tranche of Secured Bonds

-Pledge on Insurance Policies as security for the full nominal value of the Secured Bonds and interest thereon whereby the Guarantor shall pledge in the Security Trustee’s favour its rights under the Insurance Policies.

The bonds are listed on the Official Companies List of the Malta Stock Exchange. The quoted market price as at 31 December 2025 was €100. The fair value of the bond as at 31 December 2025 amounted to €19,000,000. Interest on the bonds is due and payable annually in arrears on 20 August of each year at the above-mentioned rate.

Note ii – Bank borrowings

These loans are secured by general hypothecs over the assets of the Group and special hypothecs over the Group’s properties classified as inventory. The Group has loan facilities of €18,552,000 out of which €6,139,911 has not yet been utilised as at year end.

The Group’s bank borrowings are not subject to financial covenants. Accordingly, there are no covenant conditions with which the Group is required to comply in relation to its borrowings as at the reporting date.

Note iii – Shareholders’ loans

During the financial year, the terms of a loan previously recognised as a payable were amended. Under the original agreement, the loan was contractually repayable. Following the amendment to the agreement, the Company obtained discretion over the timing of repayment.

In view of this change in contractual terms, and considering the substance of the revised arrangement, the balance has been reclassified from a payable to capital contributions in the financial statements with effect from the date of the amended agreement. Refer to note 18.3

8.5Trade and other payables

	Note	Group	Group	Company
		2025	2024	2025
		€	€	€
Trade payables		53,049	40,368	11,674
Amounts due to other related entities	iii	38,080	13,664	15,000
Accruals	ii	482,429	31,362	366,026
Deposits received on sale of properties		219,500	-	-
Capital accruals	i	1,906,483	229,327	-
Other payables		6,499	-	3,289
		2,706,040	314,721	395,989

Note i – Accruals and Capital accruals

Capital accruals represent costs relating to construction, development works and finishings performed on the Group’s property development projects for which the related supplier invoices had not yet been received as at the reporting date. These costs are recognised based on work performed up to year end and are included within inventories as part of the cost of the respective development projects. The accruals are recognised in accordance with the Group’s

ACMUS P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

8.Financial liabilities – continued

8.5Trade and other payables - continued

accounting policy for inventories and reflect management’s best estimate of costs incurred but not yet invoiced at the reporting date. Other accruals mainly comprise accrued interest on debt securities in issue amounting to €366k and other accruals in the normal course of business.

Note iii – Amounts due to other related entities

These amounts are unsecured, interest free and repayable on demand.

9.Interest in subsidiaries

A subsidiary is an entity that is controlled by the Company. The Company controls an investee when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

The Group financial statements include the financial statements of the parent Company and all its subsidiaries. The results of the subsidiaries acquired or disposed of during the period are included in the Group statement of profit or loss and other comprehensive income from the date of their acquisition or up to date of their disposal.

Profit or loss and each component of other comprehensive income are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses, cash flows and any unrealised gains relating to transactions between members of the Group are eliminated in full on consolidation.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.

If the Group loses control over a subsidiary, it derecognises the related assets (including any goodwill), liabilities, non-controlling interest and other components of equity, while any resultant gain or loss is recognised in profit or loss. Any investment retained is recognised at fair value.

In the Company’s financial statements, investments in subsidiaries are accounted for on the basis of the direct equity interest and are stated at pre organisation amounts less any accumulated impairment losses. Dividends from the investment are recognised in profit or loss.

In February 2025 ACMUS properties Limited was formed as a fully owned subsidiary of ACMUS P.L.C . In July 2025, the Company acquired 100% of the share capital of ACMUS Property Development Limited through an exchange of shares.

	Shares in
	Subsidiaries
	€
Company
At 19 February 2025	-
Acquisition of investment in ACMUS Property Development Limited	3,075,926
Acquisition of investment in ACMUS Properties Limited	2,000
At 31 December 2025	3,077,926

The investment in subsidiary is accounted for using the reorganisation method of accounting and therefore reflects the Net Asset Value of the pre-existing assets and liabilities acquired and an uplift on the properties held at cost.

All subsidiary undertakings are included in the consolidation and are accounted for on the basis of direct equity interest and are stated at cost less any accumulated impairment losses.

Shares in subsidiaries and associate undertaking represent the following investments:

ACMUS P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

9Interest in subsidiaries - continued

				2025	2024
Company	Relationship	Registered address	Principal Activity	% Holding	%Holding
ACMUS Property Development Limited	Subsidiary	AC Hotel St. Julians13, Lourdes LaneSan Giljan, STJ 3311	Real estate operations	100%	-
ACMUS Properties Limited	Subsidiary	AC Hotel St. Julians13, Lourdes LaneSan Giljan, STJ 3311	Real estate operations	100%	-

10Cash 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 include cash in hand and deposits held at call with banks.

For the purposes of the statement of cash flows, cash and cash equivalents comprise the following

	Group	Group	Company
	2025	2024	2025
	€	€	€
Cash at bank and in hand	704,086	86,746	3,425

11Fair values

Management assessed that the fair values of cash and short-term deposits, trade receivables, trade payables, bank overdrafts and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

12Property, Plant and Equipment

The Company’s property, plant and equipment comprise computer equipment. Property, plant, and equipment are stated at cost less accumulated depreciation. Depreciation is provided for on the straight-line method in order to write off cost over the expected useful economic lives of the assets over 4 years. The assets' residual values and useful lives are reviewed and adjusted if appropriate, at each statement of financial position date. Gains and losses on disposal of property, plant and equipment are determined by comparing proceeds with the carrying amount and are taken into account in determining operating profit.

An asset's carrying amount is written down immediately to its recoverable amount if its carrying amount is greater than its estimated recoverable amount.

ACMUS P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

12.Property, Plant and Equipment - continued

12.1Analysis of balance

	Computer Equipment
Cost	€
At 1 January 2024	65,309
Additions	11,297
At 31st December 2024	76,606
Depreciation
At 1 January 2024	15,412
Charge of the period	18,888
At 31st December 2024	34,300
Cost
At 1st January 2025	76,606
Additions	9,162
At 31st December 2025	85,768
Depreciation
At 1st January 2025	34,301
Charge of the year	21,442
At 31st December 2025	55,743
Net Book Value
At 31st December 2024	42,306
At 31st December 2025	30,025

13Revenue from contract with customers

Revenue includes all revenues from the ordinary business activities of the Group and is recorded net of value added tax. Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognises revenue when (or as) it satisfies a performance obligation by transferring control of a promised good to the customer. The Group recognises revenue from sale of inventory property.

The sale of completed property constitutes a single performance obligation, and the Group has determined that this is satisfied at the point in time when control transfers. For unconditional exchange of contracts, this generally occurs when legal title transfers to the customer. For conditional exchanges, this generally occurs when all significant conditions are satisfied. Payments are received when legal title is transferred.

	Group	Group	Company
	2025	2024	2025
	€	€	€
Revenue from sale of properties	1,413,000	-	-

ACMUS P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

14Other income and expenditure

14.1Finance income

Finance income comprises interest income earned on financing arrangements with subsidiary undertakings. The Company advances funds to its subsidiaries primarily from the proceeds of bonds issued by the Company and other financing provided by the shareholders. These balances bear interest at a fixed rate of 5.3% per annum. Interest income is recognised in profit or loss using the effective interest method over the period in which it accrues.

	Group	Group	Company
	2025	2024	2025
	€	€	€
Interest income on loans to subsidiaries	-	-	491,287

14.2Finance costs

Finance costs consist primarily of interest expense arising on the Company’s debt securities in issue. Given that the proceeds of these debt securities are used to finance property development activities within the Group, the related borrowing costs are capitalised in accordance with the Group’s accounting policy on borrowing costs. Accordingly, the interest expense is included in inventory (property under development) at Group level while the qualifying assets are under construction. Interest is capitalised over the period during which the development assets are being constructed and until they are substantially ready for their intended use or sale.

	Group	Group	Company
	2025	2024	2025
	€	€	€
Bank interest	16,137	2,593	-
Interest expense on debt securities	-	-	366,026
	16,137	2,593	366,026

	Rate	Group	Group	Company
		2025	2024	2025
	%	€	€	€
Bank interest capitalised to inventory	5-5.2	638,293	563,348	-
Bond interest capitalised to inventory	5.25	366,026	-	-
Finance cost capitalised – note 5.2		1,004,319	563,348	-

14.3Expenses by nature

	Group	Group	Company
	2025	2024	2025
Cost of goods sold	€	€	€
Cost of property sold	1,013,000	-	-
Commission on sales	73,115	-	-
Administrative expenses
Wages and salaries	93,963	39,438	15,000
Directors' remuneration	33,400	-	33,400
Auditor's Fees	25,559	5,133	11,033
Licences and permits	17,849	31,880	-
Operating expenses
Advertising and promotional expenses	29,789	38,442	-
Fuel and gas	17,667	2,997	-
Other expenses (administrative and operating expenses)	46,867	14,430	8,947
	1,351,209	132,320	68,380

ACMUS P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

14.Other income and expenditure - continued

14.4Staff wages and employee information

	Group	Group	Company
	2025	2024	2025
Wages and salaries	658,466	564,486	15,000
Social security costs	31,026	35,604	-
	689,492	600,090	15,000
Payroll recharged	(294,171)	(407,610)	-
Capitalised salaries to inventory – note 5.2	(301,358)	(153,041)	-
	93,963	39,439	15,000

The average number of persons employed by the company during the year was 12 (2024: 13)

	Group	Group	Company
	2025	2024	2025
	€	€	€
Directors’ remuneration	33,400	-	33,400

14.5Amortisation of bond issue costs

Bond issue costs represent fees and expenses incurred in connection with the issuance of bonds and are amortised over the term of the bond.

14.6Income taxes

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantially enacted at the reporting date in the country where the Group operates and generates taxable income.

Current income tax is charged or credited to profit or loss. Current income tax relating to items realized directly in equity is realized in equity and not in the statement of profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

The charge for current tax is based on the taxable result for the period. The taxable result for the period differs from the result as reported in profit or loss because it excludes items which are non-assessable or disallowed and it further excludes items that are taxable or deductible in other periods.

	Group	Group	Company
	2025	2024	2025
	€	€	€
Current tax
FWT on property sales	109,192	-	-
Current tax	2,239	-	2,239
	111,431	-	2,239

5.The Company applies the general

model to measuring expected credit

losses for all other

6.receivables. To measure the expected

credit losses, loans and other

receivables have been grouped

7.based on shared credit risk

characteristics and the days past due.

The Company assesses the credit

8.quality of these loans considering

financial position, repayment patterns,

past experience and other

9.factors including history of default

from the credit terms issued.

10.The Company applies the general

model to measuring expected credit

losses for all other

11.receivables. To measure the

expected credit losses, loans and other

receivables have been grouped

12.based on shared credit risk

characteristics and the days past due.

The Company assesses the credit

13.quality of these loans considering

financial position, repayment patterns,

past experience and other

14.factors including history of default

from the credit terms issue

	Group	Group	Company
	2025	2024	2025
	€	€	€
Profit before tax	24,212	(153,801)	6,398
Tax thereon at 35%	8,474	(53,830)	2,239
Lower tax rate on sale of properties	(381,510)	-	-
Expenses disallowed for tax purposes	484,467	53,830	-
	111,431	-	2,239

ACMUS P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

15.Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker (“CODM”).

The board of ACMUS P.L.C., (“the Board”) assesses the financial performance and position of the Group and makes strategic decisions. The Board has been identified as being the CODM.

16.Financial instruments risk management objectives and policies

The Group’s principal financial liabilities, other than derivatives, comprise loans and borrowings, and trade and other payables. The main purpose of these financial liabilities is to finance the Group’s operations. The Group’s principal financial assets include other receivables, cash and cash equivalents and loans advanced to subsidiaries.

The Group is exposed to market risk, credit risk and liquidity risk. The Group and the Company’s risk management is coordinated by the Directors and focuses on actively securing the Group and the Company’s short term to medium term cash flows by minimising the exposure to financial risks. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.

16.1Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises interest rate risk. Financial instruments affected by market risk include loans and borrowings.

16.2Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s long-term debt obligations with floating interest rates.

The Group’s exposure to interest rate risk is limited to the variable interest rates on borrowings. This applies to all of the Group’s bank borrowings as per Note 8.4 whose applicable interest rates are linked to either the 3-month Euribor or the bank’s base rate. Based on observations of current market conditions, the Directors consider an upward or downward movement in interest of between 1% to 2% to be reasonably possible. However, the potential impact of such a variance is considered immaterial.

The Group manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.

At 31 December 2025, approximately 61% of the Group’s borrowings are at a fixed rate of interest (2024: 0%).

16.3Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Related party loans

Credit risk arising from loans advanced to related companies is managed at Group level. These balances primarily comprise funds advanced to subsidiaries from bond proceeds in accordance with the terms of the bond prospectus, as well as other advances funded by shareholder companies. The loans advanced from bond proceeds bear interest at a rate of 7% and are secured by collateral, including the constitution of first-ranking special hypothecs over the underlying properties being developed by the subsidiaries. The terms of these loans are structured on a back-to-back basis with the underlying bond arrangements.

The Group monitors the creditworthiness of the related counterparties on an ongoing basis. In assessing credit risk, management considers the financial position of the subsidiaries, projected cash flows from property development activities, expected proceeds from the sale of completed units and the value of the underlying secured properties. The Group therefore considers the credit risk associated with these balances to be linked primarily to the performance and cash-generating ability of the underlying property development projects.

ACMUS P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

16.Financial instruments risk management objectives and policies – continued

16.3Credit risk - continued

An impairment assessment is performed at each reporting date in accordance with IFRS 9 using the general expected credit loss approach. Expected credit losses are estimated using a probability-weighted model based on probability of default (PD), loss given default (LGD) and exposure at default (EAD). The assessment incorporates reasonable and supportable forward-looking information, including assumptions regarding the expected timing of property sales, projected development cash flows and prevailing property market conditions.

For loans advanced from bond proceeds, the existence of collateral in the form of first-ranking special hypothecs over the secured properties is considered in determining the LGD component of the ECL model. Management also considers the expected recoverability of the underlying assets and projected sales values when assessing potential credit losses.

The Group also has other advances to related companies funded by shareholder companies. These balances bear interest and are unsecured. The recoverability of these advances is assessed based on the expected future cash flows of the borrowing entities and the Group’s ongoing financial support of those entities.

The maximum exposure to credit risk at the reporting date is the carrying amount of these financial assets as disclosed in Note 7.6. Based on the impairment assessment performed at the reporting date, management considers the expected credit losses on these balances to be immaterial.

Banks and cash and bond funds held with trustee

Credit risk from balances with banks and financial institutions is managed by the Group’s treasury department in accordance with the Group’s policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Group’s Board of Directors on an annual basis and may be updated throughout the year subject to approval of the Group’s Finance Committee. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through a counterparty’s potential failure to make payments.

The Group’s maximum exposure to credit risk for the components of the statement of financial position at 31 December 2025 and 2024 is the carrying amounts are:

	Group	Group	Company
	2025	2024	2025
	€	€	€
Trade and other receivables	8,303,443	887,762	8,275,452
Cash at bank and in hand	704,086	86,746	3,425
	9,007,529	974,508	8,278,877

16.4Liquidity risk

The Group and the Company’s exposure to liquidity risk arises from its obligations to meet financial liabilities, which comprise debt securities, trade and other payables and other financial liabilities. Prudent liquidity risk management includes maintaining sufficient cash and committed credit facilities to ensure the availability of an adequate amount of funding to meet the Group and the Company’s obligations when they become due.

ACMUS P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

16.Financial instruments risk management objectives and policies – continued

16.4Liquidity risk - continued

Maturities of financial liabilities

The table below analyses the Company’s financial liabilities into relevant maturity groupings based on the remaining period at the end of the reporting period to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

	On demand	Within 1 year	2 – 5 years	Over 5 years	Total
	€	€	€	€	€
Group 2025
Trade and other payables	2,704,976	-	-	-	2,704,976
Bank borrowings	-	4,322,243	8,856,877	-	13,179,120
Bond	-	997,500	22,990,000	-	23,987,500
Total contractual cashflows	2,704,976	7,986,638	31,846,877	-	39,871,595
Group 2024
Trade and other payables	314,723	-	-	-	314,723
Bank borrowings	-	480,298	10,293,857	-	10,774,155
Bond	-	-	-	-	-
Total contractual cashflows	314,723	480,298	10,293,857	-	11,088,878

Company 2025

Trade and other payables

379,924

Bond

997,500

22,990,000

23,987,500

Total contractual cashflows

379,924

997,500

22,990,000

24,367,424

The amount of trade and other payables classified as repayable within one year in the table above are contractually repayable on demand.

Changes in liabilities arising from financing activities

	At 1 January 2025	Cash flows	Other	At 31 December 2025
	€	€	€	€
Bonds net of bond issue costs	-	18,361,188	-	18,361,188
Shareholders loans	5,157,795	1,832,245	(6,090,040)	900,000
Bank borrowings	9,245,813	2,595,276	-	11,841,089
	14,403,608	22,788,709	(6,090,040)	31,102,277
	At 1 January 2024	Cash flows	Other	At 31 December 2024
	€	€	€	€
Shareholders loans	-	-	5,157,795	5,157,795
Bank borrowings	7,160,100	2,085,713	-	9,245,813
	7,160,100	2,085,713	5,157,795	14,403,608

ACMUS P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

17.Capital management

For the purpose of the Group and the Company’s capital management, capital includes issued capital and all other equity reserves attributable to the equity holders of the parent. The primary objective of the Group’s and the Company’s capital maximise the shareholder value. The Group and the Company manage their capital structure and make adjustments in light of changes in economic conditions.

The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern while maintaining an appropriate capital structure to support its property development activities.

Given the nature of the Group’s operations in property development, projects are typically financed through a combination of equity and external borrowings during the construction phase, with debt levels reducing as properties are sold and proceeds are received. As a result, leverage levels may fluctuate significantly over the life cycle of a development project.

Accordingly, the Group does not manage capital based on a specific target gearing ratio. Instead, management monitors the capital structure through ongoing assessment of funding requirements for development projects, expected sales proceeds, and the Group’s ability to meet its financing obligations as they fall due.

18.Equity

18.1Share capital

Ordinary shares issued by the Company are classified as equity instruments. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.

	Group	Group	Company
	2025	2024	2025
Authorised	€	€	€
250,000 Ordinary Shares of €1 each	250,000	-	250,000
30,500,000 Ordinary shares of €0.01 each	-	305,000	-
	250,000	305,000	250,000
Issued
250,000 Ordinary Shares of € 1 each 100% paid-up	250,000	-	250,000
30,500,000 Ordinary shares of €0.01 each	-	305,000	-
	250,000	305,000	250,000

18.2Share premium

	Group	Group	Company
	2025	2024	2025
248,800 shares at €11.36304662/ share	2,827,126	-	2,827,126

During the year, as part of a restructuring of the Group, the Company issued 248,800 ordinary shares at a price of €11.36304662 per share. The excess of the issue price over the nominal value of the shares issued has been recognised in the share premium reserve in accordance with the provisions of the Companies Act.

18.3Capital contribution

Capital contribution represents amounts arising from the capitalisation of shareholder borrowings as part of the restructuring of the Group. Under this arrangement, certain balances previously due to shareholders were converted into equity and accordingly reclassified from liabilities to equity.

These amounts are repayable in shares and therefore do not give rise to a contractual obligation to deliver cash or another financial asset. As a result, they are presented within equity in the statement of financial position.

ACMUS P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

19.Related party transactions

	Related party activity	Related party activity
	2025	2024
	€	€
Group
Re-charge of wages and salaries to related parties outside the Group	294,171	407,610
Capitalisation of shareholders’ loans	6,990,040	-

Company

Finance income

473,244

Loans advanced to subsidiaries

17,471,699

20.Capital Commitments

	Group	Group	Company
	2025	2024	2025
Contracted not provided for	3,467,410	14,704,395	-
	3,467,410	14,704,395	-

These commitments will be financed through sanctioned bank borrowings which are not yet drawdown as at 31 December 2025 of €6,139,911, bond proceeds held at trustee of €7,777,508 (note 7.6) and sales of properties in the normal course of the business.

INDEPENDENT AUDITORS’ REPORT TO THE SHAREHOLDERS OF

ACMUS P.L.C.

________________________________________________________________________________________________

Report on the Audit of the Financial Statements

Opinion

We have audited the consolidated and stand-alone parent company financial statements of ACMUS P.L.C. set out on pages 6 to 33 which comprise the consolidated and parent company statement of financial position as at 31 December 2025, and the consolidated and parent company statement of profit and loss and comprehensive income, changes in equity and cashflow for the year then ended including a summary of significant accounting policies.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Group and the Company as at 31 December 2025, and of their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the EU and have been prepared in accordance with the requirements of the Companies Act (Cap. 386), enacted in Malta.

Our opinion is consistent with our additional report to the audit committee.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Group and the Parent Company in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevant to our audit of the financial statements in accordance with the Accountancy Profession (Code of Ethics for Warrant Holders) Directive issued in terms of the Accountancy Profession Act (Cap. 281) in Malta, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code.

To the best of our knowledge and belief, we declare that non-audit services that we have provided to the Group and the Company are in accordance with the applicable law and regulations in Malta and that we have not provided non-audit services that are prohibited under Article 18A of the Accountancy Profession Act (Cap. 281).

Our Audit Approach

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we considered where the directors made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all our audits, we also addressed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

INDEPENDENT AUDITORS’ REPORT TO THE SHAREHOLDERS OF

ACMUS P.L.C.

________________________________________________________________________________________________

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matter described below to be the key audit matter to be communicated in our report.

Recoverability of Parent Company loans to its Subsidiary Companies

The principal activity of the Company, ACMUS P.L.C., is to raise financial resources from the capital markets in order to finance the capital projects of the companies forming part of the ACMUS Group. The debt securities issued by the Company are guaranteed by its subsidiaries and secured by properties owned by these entities.

The proceeds from the debt securities in issue have been advanced to one of the Company’s subsidiaries, ACMUS Properties Limited, under terms and duration similar to those of the debt securities, but at a higher lending rate. This margin enables ACMUS P.L.C. to cover its operating expenses.

In addition, the Company has obtained shareholder financing amounting to €7 million, which has been advanced to another subsidiary, ACMUS Property Development Limited, under terms similar to those applicable to the loan granted to ACMUS Properties Limited.

The recoverability of the loans advanced to ACMUS Properties Limited and ACMUS Property Development Limited, as well as the servicing of the related debt, is dependent on the successful performance of the operations of these subsidiaries within the Group.

Loans and receivables include funds advanced to the subsidiary companies, ACMUS Properties Limited – guarantor of the bond issue and ACMUS Property Development Limited by the Company. Loan balances with this related party as at 31 December 2025 amounted to €18 million.

As explained in accounting policy Note 7.5, the recoverability of these loans is assessed at the end of each financial year.

Our audit procedures on the recoverability of the parent company loans to its subsidiaries included amongst others:

-Obtaining an understanding of management’s assessment of the recoverability of the loans and the process followed in evaluating whether any impairment indicators exist;

-Evaluating the financial position and performance of the subsidiaries, including reviewing their latest management accounts, budgets and cash flow forecasts;

-Assessing the reasonableness of the key assumptions used by management in preparing the forecasts, including expected revenues, development timelines and projected cash inflows;

-Comparing historical forecasts to actual results, where available, in order to assess the reliability of management’s forecasting process;

-Evaluating whether the subsidiary is expected to generate sufficient cash flows to enable it to meet its obligations to the parent company as they fall due;

-Reviewing supporting documentation relating to the underlying assets and projects held by the subsidiaries, including property valuations where relevant;

INDEPENDENT AUDITORS’ REPORT TO THE SHAREHOLDERS OF

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-Assessing the adequacy of the disclosures included in the financial statements in relation to the loan and the associated estimation uncertainty.

Valuation of inventory

As disclosed in Note 5.1 to the financial statements, property inventory amounted to €30.8million as at 31 December 2025 and represents a significant portion of the Company’s total assets. Property inventory mainly comprises development properties and completed units held for sale.

In accordance with IAS 2 Inventories, inventory is measured at the lower of cost and net realisable value (“NRV”). The determination of NRV requires management to apply judgement when estimating expected selling prices, costs to complete development projects, selling costs and final withholding tax.

The valuation of property inventory is sensitive to changes in property market conditions and the accuracy of management’s estimates regarding selling prices and costs to complete developments. A reduction in expected selling prices or an increase in development costs could result in inventory being carried above its net realisable value.

Given the materiality of the balance and the significant judgement involved in determining net realisable value, we considered the valuation of property inventory to be a key audit matter.

Our audit procedures in relation to the valuation of property inventory included, among others:

-Obtained an understanding of management’s process for assessing whether property inventory is stated at the lower of cost and net realisable value in accordance with IAS 2 Inventories.

-Tested, on a sample basis, the costs capitalised to property inventory by agreeing them to supporting documentation such as supplier invoices, contractor certificates, development cost schedules, labour costs and borrowing costs.

-Audit procedures carried out in relation to net realisable value included compared estimated selling prices used by management with recent sales transactions, signed promise of sale agreements and available market data for comparable properties.

-Assessed management’s estimates of costs to complete ongoing developments by comparing them with approved project budgets, contractual agreements with contractors and historical cost data.

-Evaluated the adequacy of the disclosures in the financial statements relating to property inventory.

Other Information

The directors are responsible for the other information. The other information comprises the directors’ report and the Statement of Compliance with the Principles of Good Corporate Governance. Except for our opinions on the directors’ report in accordance with the Companies Act (Cap.386) and on the Corporate Governance Statement of Compliance in accordance with the Capital Markets Rules issued by the Maltese Financial Services Authority, our opinion on the financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

INDEPENDENT AUDITORS’ REPORT TO THE SHAREHOLDERS OF

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With respect to the Directors’ Report, we also considered whether the Directors’ Report includes the disclosures required by Article 177 of the Maltese Companies Act (Cap. 386). Based on the work we have performed, in our opinion:

the information given in the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the directors’ report has been prepared in accordance with the Maltese Companies Act (Cap.386).

In addition, in light of the knowledge and understanding of the Group and the Company and its environment obtained in the course of the audit, we are required to report if we have identified material misstatements in the directors’ report. We have nothing to report in this regard.

Responsibilities of the Directors and those charged with governance for the financial statements

The directors are responsible for the preparation of the financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the EU, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group’s and Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group and the Company or to cease operations, or has no realistic alternative but to do so.

The directors have delegated the responsibility for overseeing the Group’s and the Company’s financial reporting process to the Audit Committee.

Auditor’s Responsibilities for the Audit Committee

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

-Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

-Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

INDEPENDENT AUDITORS’ REPORT TO THE SHAREHOLDERS OF

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-Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

-Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Group’s and the Company’s ability to continue as a going concern.

-Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the Audit Committee, we determine those matters that were of most significance in the audit of the financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

Report on compliance with the requirements of the European Single Electronic Format Regulatory Technical Standard (the “ESEF RTS”), by reference to Capital Market Rule 5.55.6

We have undertaken a reasonable assurance engagement in accordance with the requirements of Directive 6 issued by the Accountancy Board in terms of the Accountancy Profession Act (Cap. 281) - the Accountancy Profession (European Single Electronic Format) Assurance Directive (“the ESEF Directive 6”) on the Annual Financial Report of ACMUS P.L.C. for the year ended 31 December 2025, entirely prepared in a single electronic reporting format.

Responsibilities of the directors

The directors are responsible for the preparation of the annual financial report, including the consolidated financial statements and the relevant mark-up requirements therein, by reference to Capital Markets Rule 5.56A, in accordance with the requirements of the ESEF RTS.

INDEPENDENT AUDITORS’ REPORT TO THE SHAREHOLDERS OF

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Our responsibilities

Our responsibility is to obtain reasonable assurance about whether the annual financial report including the consolidated financial statements and the relevant electronic tagging therein comply in all material respects with the ESEF RTS based on the evidence we have obtained. We conducted our reasonable assurance engagement in accordance with the requirements of ESEF Directive 6.

Our procedures included:

-Obtaining an understanding of the entity’s financial reporting process, including the preparation of the annual financial report, in accordance with the requirements of the ESEF RTS.

-Obtaining the annual financial report and performing validations to determine whether the annual financial report has been prepared in accordance with the requirements of the technical specifications of the ESEF RTS.

-Examining the information in the annual financial report to determine whether all the required tagging therein have been applied and whether, in all material respects, they are in accordance with the requirements of the ESEF RTS.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the annual financial report for the year ended 31 December 2025 has been prepared, in all material respects, in accordance with the requirements of the ESEF RTS.

Report on Corporate Governance Statement of Compliance

The Capital Markets Rules issued by the Malta Financial Services Authority require the directors to prepare and include in their Annual Report a Statement of Compliance providing an explanation of the extent to which they have adopted the Code of Principles of Good Corporate Governance and the effective measures that they have taken to ensure compliance throughout the accounting period with those Principles.

The Capital Markets Rules also require the auditor to include a report on the Statement of Compliance prepared by the directors.

We read the Statement of Compliance and consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements included in the Annual Report. Our responsibilities do not extend to considering whether this statement is consistent with any other information included in the Annual Report.

We are not required to, and we do not, consider whether the Board’s statements on internal control included in the Statement of Compliance cover all risks and controls, or form an opinion on the effectiveness of the Company’s corporate governance procedures or its risk and control procedures.

In our opinion, the Statement of Compliance set out on pages 5 to 7 has been properly prepared in accordance with the requirements of the Capital Markets Rules issued by the Malta Financial Services Authority.