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QLZH Holding p.l.c.
C 102616
ANNUAL REPORT
AND
CONSOLIDATED FINANCIAL STATEMENTS
31 December 2025
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
Contents
Pages
Directors’ report
1 – 4
Corporate Governance - Statement of Compliance
5 – 7
Statements of Financial Position
8 – 9
Income Statements & Statements of Comprehensive Income
10
Statements of Changes in Equity
11 – 12
Statements of Cash Flows
13
Notes to the financial statements
14 – 46
Independent auditor’s report
47 – 52
1
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
Directors’ report
The directors present their annual report and the audited parent company financial statements together
with the group’s consolidated financial statements (the “
financial statements
”) of QLZH Holding p.l.c.
(formerly Dowdall Ltd. following conversion of the company into a public limited liability company on 11
June 2025) for the year ended 31st December 2025.
Principal activities
The principal activity of QLZH Holding p.l.c. (the “
Company
”) is to hold investments in its subsidiaries
which own and operate the QuickLets and Zanzi Homes (QLZH) brands. In addition, from the year
under review, the Company expanded its activities to include the raising of funds to finance the Group’s
property ownership and development projects.
The QuickLets brand was founded in 2013 and has since become the leading agency in Malta in the
letting industry. The Zanzi Homes brand is a specialised brand focusing on the sale of real estate in
Malta and was launched in 2015. Similarly, the Zanzi Homes brand has also become a pioneer in the
real estate agency industry.
Review of business
The QuickLets and Zanzi Homes brands generated total crystallised commissions across all offices
(including franchisees) of
Eur13.5M
compared to
Eur11.1M
in the previous year. During the year under
review, the group reported revenues of
Eur5.1M
an increase of
Eur2.0M
compared to the previous year.
The increase was mainly generated from agency fees, which remains the core business of the group,
and also from property management activities, which operation began towards the end of 2024.
The gross profit generated by the group for 2025 amounted to
Eur2.6M
compared to
Eur1.8M
reported
in 2024.
The Earnings Before Interest, Tax, Depreciation and Amortisation (“
EBITDA
”) reported by the group for
the year ended 31 December 2025 amounted to
Eur1.0M
compared to
Eur786K
in the previous financial
year which equates to an increase of
28%
.
After considering depreciation, finance costs and a revaluation of investment property, the reported
profit before tax on continuing operations for 2025 amounted to
Eur1.1M
compared to
Eur503K
reported
in 2024.
Profit after tax for the year ended 31 December 2025 from continuing operations amounted to
Eur969K
compared to
Eur863K
in 2024. During the year ended 31 December 2024, the group also reported a
profit from discontinued operations of
Eur1.7M
.
At 31 December 2025 the group reported total assets amounting to
Eur21.7M
compared to
Eur6.3M
as at 31 December 2024. The main increase relates to the acquisition and revaluation of investment
property (
Eur3.5M
), investments in highly liquid funds (T-bills of
Eur3.7M
) and investments made in on-
going property development projects (
Eur1.3M
). Cash and cash equivalents also increased by
Eur5.4
million
representing the excess funds raised through bonds issued not yet utilised on on-going property
acquisition/development projects.
2
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
Directors’ report – continued
Review of business - continued
The total equity of the group amounted to
Eur4.8M
as at 31 December 2025 compared to
Eur3.4M
as
at 31 December 2024.
The Company reported a profit after tax for the year ended 31 December 2025 of
Eur428K
(2024 –
Eur487K
) and equity of
Eur5.9M
(2024 –
Eur5.0M
).
During the year the Company successfully raised an aggregate of
Eur12.0M,
through the issue of the
following secured bonds on the Official List of the Malta Stock Exchange:
-
On 24 July 2025, issue of
Eur6.8M
5.5% (Tranche 1) secured callable bonds 2030-2035 of a
nominal value of €100 per Bond issued at par; and
-
On 4 December 2025, issue of
Eur5.2M
5.5% (Tranche 2) secured callable bonds 2030-2035
of a nominal value of €100 per Bond issued at par.
The proceeds of the bond issues are utilised by the group for the acquisition of properties for investment
purposes or development. The interest on the bonds is payable annually in arrears on 22 July of each
year, with the first interest payment due on 22 July 2026.
Results and dividends
The Company’s and the Group’s financial results for the year ended 31 December 2025 are set out in
the statement of comprehensive income.
During the year the directors of the Company declared and paid interim dividends amounting to
Eur490K
but do not recommend the payment of a final dividend. Retained profits carried forward by the
Company as at 31 December 2025 amounted to
Eur27K
(2024 –
Eur89K
). The Group’s retained
earnings as at 31 December 2025 amounted to
Eur1.6M
(2024 –
Eur1.1M
).
Directors
The directors of the Company who held office during the year were:
Michael Mercieca
Stephen Mercieca
Edward Cachia (appointed on 5 June 2025)
Francis Galea Salomone (appointed on 5 June 2025)
Luke Coppini (appointed on 5
June 2025)
In terms of Article 101 of the Company’s Articles of Association, directors hold office until the conclusion
of the next following annual general meeting, and shall be automatically eligible for re-election by the
Company in general meeting, without the need for nomination. The Company’s Articles of Association
require each director to retire from office at least once every three years, with retiring directors eligible
for re-election.
Company Secretary
Dr. David Zahra LLD, holder of Maltese identification number 26183M and residing at 111, Triq Sant'
Anton, Attard ATD1285, Malta was the Company secretary of the Company until the 4 June 2025.
Following his resignation, Ganado Services Limited (C 10785) of 171, Old Bakery Street, Valletta VLT
1455, Malta acts as Company Secretary.
3
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
Directors’ report – continued
Directors’ Interest
Apart from Mr. Stephen Mercieca, who is the ultimate beneficial owner of the Group, and Mr. Michael
Mercieca none of the directors of the Company hold any interest in the shares of the Company.
Financial Risk Management
The Company is exposed to market risk, credit risk, and liquidity risk. These risks are monitored through
established internal processes and financial controls. Further details are provided in Note 3 to the
financial statements.
Events subsequent to the Statement of Financial Position date
The directors have evaluated subsequent events through to 28 April 2026 and consider that there are
no significant events to report during the said period.
The directors are required by the Companies Act (Chap. 386) to prepare financial statements in
accordance with International Financial Reporting Standards as adopted by the EU which give a true
and fair view of the state of affairs of the company at the end of each financial year and of the profit or
loss of the company for the year then ended. In preparing the financial statements, the directors should:

Ensure that the financial statements have been drawn up in accordance with International
Financial Reporting Standards as adopted by the European Union;

Adopt the going concern basis unless it is inappropriate to presume that the company will
continue in business;

Value separately the components of asset and liability items;

Select suitable accounting policies and apply them consistently;

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 responsible for ensuring that proper accounting records are kept which disclose with
reasonable accuracy at any time the financial position of the company and which enable the directors
to ensure that the financial statements comply with the Companies Act (Chap. 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 financial statements of the Company for the year ended 31 December 2025 are included in the
Annual
Report
2025
which
is
published
on
the
Company’s
website
(
https://www.qlzhholding.com/financial-statements
) and available in hard copy printed form upon
request. The Directors are responsible for the maintenance and integrity of the Annual Report on the
website in view of their responsibility for the controls over, and the security of, the website.
Access to information published on the Company’s website is available in other countries and
jurisdictions, where legislation governing the preparation and dissemination of financial statements may
differ from requirements or practice in Malta.
4
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
Directors’ report – continued
Going concern statement pursuant to Capital Markets Rules 5.62
After making enquiries, the directors, at the time of approving the financial statements, have determined
that it is reasonable to assume that the company and the group have adequate resources to continue
operating for the foreseeable future. For this reason, the directors continue to adopt the going concern
basis in preparing the financial statements.
Statement of Responsibility pursuant to Capital Markets Rule 5.68
We confirm that to the best of our knowledge:

the financial statements, 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 Company;
and

the Directors’ report includes a fair review of the performance of the business and the position
of the Company, together with a description of the principal risks and uncertainties that it faces.
Auditor
The auditor of the company and the group, CLA Malta has expressed its willingness to continue in office
and a resolution proposing their reappointment will be put before the members at the next annual
general meeting.
Statement by the Directors on the Financial Statements and Other Information included in the
Annual Financial Report
The Directors declare that to the best of their knowledge, the financial statements included in the Annual
Financial Report are prepared in accordance with the requirements of International Financial Reporting
Standards as adopted by the EU and give a true and fair view of the assets, liabilities, financial position
and profit or loss of the Company and that this report includes a fair review of the development and
performance of the business and position of the Company, together with a description of the principal
risks and uncertainties that it faces.
Signed on behalf of the Board of Directors on 28 April 2026 by Dr. Francis Galea Salomone (Chairman)
and Michael Mercieca (Director) as per the Directors' Declaration on ESEF Annual Financial Report
submitted in conjunction with the Annual Financial Report.
Registered office:
Cali House, 3
rd
Floor
Vjal ir-Rihan
San Gwann SGN 9020
Malta
5
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
Corporate Governance - Statements of Compliance
Pursuant to the Capital Markets Rules issued by the Malta Financial Services Authority, issuers which
are registered in Malta and have securities which are admitted to trading on a regulated market
operating in Malta, should: (i) endeavour to adopt the Code of Principles of Good Corporate Governance
set out in Appendix 5.1 thereof (the “
Code
”), and (ii) on this basis, prepare a report explaining how it
has complied with the provisions of the Code.
This Statement of Compliance seeks to fulfil this requirement (with respect to the Company) for the
financial year ended 2025, and is structured as follows:
(i)
Part 1 covers the Company’s compliance with the Code; and
(ii)
Part 2 sets out those instances where the Company has diverged from, or not complied with,
the various principles set out in the Code.
Given its status as an issuer of debt securities, the Company is exempt from disclosing the information
prescribed by Capital Markets Rules 5.97.1 – 5.97.3, 5.97.5, 5.97.6 and 5.97.8.
Part 1: Compliance with the Code
The Company’s board of directors (the “
Board
”) believes in the principles espoused by, and the
adoption of, the Code, and hereby confirms that the Company has endorsed these principles to the
extent that they are considered complementary to the size, nature, and operations of the Company, as
set out in further detail in this section.
The Board
The Board is responsible for devising strategies, setting policies and overseeing the general
management of the Company. It is also responsible for reviewing internal control procedures, financial
performance and business risks facing the Company, as well as ensuring that its operations are in
conformity with all relevant rules and regulations.
The Board meets regularly, mainly to review the financial performance of the Company and the
operations of the group, any significant matters arising, and to review internal control processes. During
the year under review, the Board met 4 times, all of such meetings were attended by the full Board. The
members of the Board are notified of forthcoming meetings by the Company Secretary, who is tasked
with circulating an agenda and supporting documents in advance of the meeting.
All of the directors
have access to independent professional advice at the Company’s expense should they so require and
have made use of this facility on various issues.
Throughout the year under review, the Board has monitored management’s performance at regular
intervals. The Company has in place systems whereby the directors may obtain timely information from
the executive directors and other members of the executive management team; not only at formal,
scheduled meetings of the Board but when the need arises.
6
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
Corporate Governance - Statements of Compliance
The Board is composed of two executive, and three independent non-executive directors, as listed
below:
(i)
Mr. Michael Mercieca (Executive Director);
(ii)
Mr. Steve Mercieca (Executive Director);
(iii)
Mr. Edward Cachia (Independent Non-Executive Director);
(iv)
Mr. Luke Coppini (Independent Non-Executive Director); and
(v)
Dr. Francis Galea Salomone (Chairman and Independent Non-Executive Director);
The company secretary of the Company is Ganado Services Limited (C 10785).
The Company’s Articles of Association require each director to retire from office at least once every
three years, with retiring directors eligible for re-election.
Internal controls & risk management in relation to financial reporting
The Board is generally responsible for the Company’s internal control and risk management systems
in relation to the financial reporting process, and for reviewing its effectiveness. The monitoring of these
controls and systems has been delegated to the Audit Committee (as described below). Such a system
is designed to achieve business objectives while managing, rather than eliminating, the risk of failure
to achieve those business objectives, and can only provide reasonable assurance against material
error, losses or fraud.
The authority to manage the Company is delegated to the Executive Directors and the rest of the
executive management team within the limits set by the Board. Systems and procedures are in place
for the Company to control, report, monitor and assess risks and their financial implications, and to take
timely corrective actions where necessary. The Group’s finance department carries out the monthly
bank, creditor and debtor reconciliations, performs monthly debtor settlement reports, manages
employee payroll, manages and administers the accounting and finance functions, prepares monthly
management accounts and other data reporting and trend analysis. Regular financial budgets and
strategic plans are prepared, and performance against these plans is actively monitored and reported
to the directors on a regular basis.
The Board and Audit Committee are satisfied with the effectiveness of the Company’s system of
internal controls.
Audit Committee
The Board established an Audit Committee (the “Committee”) to assist the Board in fulfilling its
supervisory and monitoring responsibilities. The Committee operates according to detailed terms of
reference established by the Board that reflect the requirements of the Capital Markets Rules as well
as current good corporate governance best practices. These terms of reference establish the
Committee’s composition, role, responsibilities and function, the parameters of its remit, as well as the
basis for the processes that it is required to comply with. The Committee, which meets at least four
times a year, is a sub-committee of the Board and is directly responsible and accountable to the Board.
7
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
Corporate Governance - Statements of Compliance – continued
The primary purpose of the Committee is to assist the directors in conducting their role effectively so
that the Company’s decision-making capability and the accuracy of its reporting and financial results
are maintained at a high level at all times. Among other responsibilities, the Committee is responsible
for supervision of the financial reporting process and monitoring the effectiveness of the Company’s
internal quality control and risk management system in relation to the financial reporting of the
Company.
The Audit Committee is composed entirely of independent non-executive directors (each of which
satisfies the independence criteria set out in the Capital Markets Rules). In accordance with the Capital
Markets Rules, the member of the Audit Committee who has been designated as competent in auditing
and/or accounting is Mr. Luke Coppini.
The members of the Audit Committee are:
(i)
Mr. Luke Coppini (Chairman);
(ii)
Mr. Edward Cachia (Member); and
(iii)
Dr. Francis Galea Salomone (Member)
Relations with bondholders and the market
The Company publishes financial statements and company announcements as and when required. The
Board feels these provide the market with adequate information about its activities.
Conflicts of Interest
On joining the Board and regularly thereafter, the directors and officers of the Company are informed
and reminded of their obligations with respect to the disclosure of conflicts of interest and on dealing in
securities of the Company within the parameters of law and the Capital Markets Rules. The Company
has also set up reporting procedures in line with the Capital Markets Rules, the Code, and its internal
code of dealing.
Part 2: Non-Compliance with the Code
The Board believes that, due to the Company’s size, operations and particular circumstances, it is
not
necessary:
(i)
to appoint a committee to carry out an evaluation of its performance, as the Board’s performance
is already evaluated on an ongoing basis by, and is subject to the constant scrutiny of, the Board
itself (owing to the fact that three directors are independent non-executive directors), the
Company’s shareholders, the market and all of the rules and regulations to which the Company
is subject given its status as a listed entity;
(ii)
to appoint a remuneration committee, given that the Company only employs the group’s
administrative team, and the Board reviews, on an annual basis, the remuneration payable to the
directors whilst evaluating their performance as per (i) above, and the shareholders in turn
approve the remuneration payable during the Company’s annual general meeting; and
to appoint a nomination committee, given that appointments to the Board are determined by the
shareholders of the Company in accordance with the nomination and appointment process set out in
the Company’s memorandum and articles of association.
8
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
Statements of Financial Position
Group
Company
As at 31 December
Notes
202
5
202
4
202
5
202
4
€
€
€
€
ASSETS
Non
-
current assets
Property, plant and equipment
5
100,091
131,619
-
-
Intangible assets
6
3,272,444
3,274,633
-
-
Right-of-use assets
6
1,206,510
923,218
-
-
Investment property
7
3,533,301
-
-
-
Investments in subsidiaries
15.2
-
-
4,925,175
4,854,835
Other investments @ FVOCI
15.3
3,728,288
11,418
3,71
6
,
830
-
Deferred tax
8
247,692
359,365
-
-
Total non-current assets
12,088,326
4,700,253
8,64
2
,
005
4,854,835
Current assets
Trade and other receivables
9
2,582,383
1,285,821
5,625,183
527,828
Inventory
10
1,324,302
-
-
-
Current tax assets
4,455
4,455
-
-
Cash and cash equivalents
11
5,659,427
307,429
5,
214,326
1,317
9,570,567
1,597,705
10,
839
,
509
529,145
Total assets
21,658,893
6,297,958
1
9
,
481
,
514
5,383,980
EQUITY AND LIABILITIES
Equity
Share capital
12
4,218,227
4,215,819
4,218,227
4,215,819
Share premium
12
635,008
635,008
635,008
635,008
Capital contribution reserve
13
1,011,582
20,000
1,011,582
20,000
Retained earnings
1,577,709
1,129,183
27,22
9
89,470
Other reserves
16
(2,745,759)
(2,701,443)
-
-
Fair value reserve
14
9,958
9,958
-
-
Capital and reserves attributable to
owners of QLZH Holding p.l.c.
4,706,725
3,308,525
5,892,04
6
4,960,297
Non-controlling interests
116,935
95,641
-
-
Total equity
4,823,660
3,404,166
5,892,04
6
4,960,297
9
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
Statements of Financial Position - continued
Notes
Group
Company
As at 31 December
202
5
202
4
202
5
202
4
€
€
€
€
Non
-
current liabilities
Borrowings
18
797,136
196,764
732,291
137,641
Lease liabilities
3.1.1
953,639
729,545
-
-
Trade and other payables
17
1,900
-
-
-
Debt securities in issue
18
11,659,805
-
11,659,805
-
13,412,480
926,309
12,392,096
137,641
Current liabilities
Trade and other payables
17
2,865,542
1,285,601
1,134,6
89
286,042
Borrowings
18
250,493
452,035
62,683
-
Lease liabilities
3.1.1
306,718
229,847
-
-
3,422,753
1,967,483
1,
197
,
37
2
286,042
Total liabilities
16,835,233
2,893,792
13,
589,4
68
423,683
Total equity and liabilities
21,658,893
6,297,958
19,481,514
5,383,980
The accompanying notes form an integral part of these financial statements.
Signed on behalf of the Board of Directors on 28 April 2026 by Dr. Francis Galea Salomone (Chairman)
and Michael Mercieca (Director) as per the Directors' Declaration on ESEF Annual Financial Report
submitted in conjunction with the Annual Financial Report.
10
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
Statement of Profit & Loss & Other Comprehensive Income
Group
Company
Notes
Year ended
31
December
202
5
Year ended
31
December
2024
Year ended
31
December
2025
Year ended
31
December
2024
€
€
€
€
Revenue
19
5,064,141
3,105,137
1,428,413
1,114,569
Cost of sales
20
(2,457,029)
(1,267,600)
-
-
Gross profit
2,607,112
1,837,537
1,428,413
1,114,569
Administrative
and
other
related
expenses
20
(2,435,855)
(1,790,162)
(
1,
24
1
,
142
)
(627,414)
Other income
23
330,602
507,820
246,447
-
Operating profit
501,859
555,195
4
3
3
,
718
487,155
Analysed as follows:
EBITDA
1,002,384
785,970
474,880
473,282
Depreciation and amortisation
(438,014)
(222,226)
(5,933)
-
Expected credit losses
(62,511)
(8,539)
(35,229)
13,873
Operating profit
501,859
555,195
433,718
487,155
Revaluation of investment property
7
781,875
-
-
-
Finance income
24
-
-
1
67
,
802
-
Finance costs
24
(143,590)
(52,004)
(171,359)
-
Profit before tax
1,140,144
503,191
430,161
487,155
Tax expense
25
(171,261)
359,365
(2,532)
-
Profit
after
tax
from
continuing
operations
968,883
862,556
4
27,62
9
487,155
Profit from discontinued operations
-
1,688,413
-
-
Profit after tax
968,883
2,550,969
427,629
487,155
Comprehensive income
Profit for the year
968,883
2,550,969
427,629
487,155
Share of loss from joint venture
(3,074)
-
-
-
Total comprehensive income for the
year
965,809
2,550,969
427,629
487,155
Attributable to:
Equity holders of the Company
938,395
2,522,043
427,629
487,155
Non-controlling interests
27,414
28,926
-
-
Total comprehensive income for the
year
965,809
2,550,969
427,629
487,155
The accompanying notes form an integral part of these financial statements.
11
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
Statement of Changes in Equity - Group
Attributable to owners of the Company
Notes
Share
capital
Share
premium
Other
reserves
Capital
contribution
Reserve
Retained
earnings
Fair value
movement
Total
Non-
controlling
interests
Total
€
€
€
€
€
€
€
€
€
Balance at 1 January 2024
4,215,819
635,008
(2,701,443)
20,000
(869,917)
9,922
1,309,388
72,835
1,382,223
Comprehensive income
Profit for the year
-
-
-
-
2,522,043
-
2,522,043
28,926
2,550,969
Dividends paid to equity holders
2
7
-
-
-
-
(522,941)
-
(522,941)
(6,120)
(529,061)
Movement for the year
-
-
-
-
-
36
36
-
36
Balance at 31 December 2024
4,215,819
635,008
(2,701,443)
20,000
1,129,183
9,958
3,308,526
95,641
3,404,166
Balance at 1 January 2025
4,215,819
635,008
(2,701,443)
20,000
1,129,183
9,958
3,308,526
95,641
3,404,166
Comprehensive income
Issuance of shares
2,408
-
-
-
-
-
2,408
-
2,408
Profit for the year
-
-
-
-
938,395
-
938,395
27,414
965,809
Common control reserve transfer adjustment
-
-
(44,316)
-
-
-
(44,316)
-
(44,316)
Reclassification
of shareholders’ loans to equity
-
-
-
991,582
-
-
991,582
-
991,582
Dividends paid to equity holders
27
-
-
-
(489,870)
-
(489,870)
(6,120)
(495,990)
Movement for the year
-
-
-
-
-
-
-
-
-
Balance at 31 December 202
5
4,218,227
635,008
(2,745,759)
1,011,582
1,577,709
9,958
4,706,725
116,935
4,823,660
12
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
Statement of Changes in Equity - Company
Notes
Share capital
Share
premium
Other
reserves
Capital
contribution
Reserve
Retained
earnings
Total
Non-
controlling
interests
Total
€
€
€
€
€
€
€
€
Balance at 1 January 2024
4,215,819
635,008
-
20,000
1
25
,
256
4,996,083
-
4,996,083
Comprehensive income
Profit for the period
-
-
-
-
487,155
487,155
-
487,155
Dividends paid to equity holders
2
7
-
-
-
-
(522,941)
(522,941)
-
(522,941)
Balance at 31 December 202
4
4,215,819
635,008
-
20,000
89,470
4
,
960
,
297
-
4,960,297
Balance at 1 January 202
5
4,215,819
635,008
-
20,000
89,470
4,960,297
-
4,960,297
Comprehensive income
Issuance of shares
2,408
-
-
-
-
2,408
2,408
Profit for the
year
-
-
-
-
4
27
,
62
9
427,62
9
-
427,62
9
Reclassification of shareholders’ loans to equity
-
-
-
991,582
-
991,582
-
991,582
Dividends paid to equity holders
2
7
-
-
-
-
(489,87
0
)
(489,870)
-
(489,870)
Balance at 31 December 202
5
4,21
8
,
227
635,008
-
1,011,582
27,22
9
5,892,04
6
-
5,892,04
6
13
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
Consolidated Statement of Cash Flows
Group
Company
Notes
202
5
2024
2025
2024
€
€
€
€
Cash (used in)/generated from operations
26
(200,951)
1,367,924
380,419
100,481
Income tax paid
(2,532)
-
(2,532
)
-
Net cash flows (used in)/from operating
activities
(203,483)
1,367,924
377,887
100,481
Purchase of non-current assets
(83,983)
(109,719)
-
-
Acquisition
of
subsidiaries,
net
of
cash
acquired
74,646
(100)
(70,340)
(3,900)
Investment in associates and joint ventures
(5,000)
-
(5,000)
-
Acquisition and development of investment
property
(2,751,426)
-
Investment in financial assets
(3,714,688)
(3,714,904)
Loss from disposal of discontinued operation
net of cash disposed
-
(68,363)
-
-
Net cash flows used in investing activities
(6,480,451)
(178,182)
(3,790,244)
(3,900)
Proceeds from bond issue
11,653,872
-
11,653,872
-
Proceeds from borrowings
796,695
85,508
796,933
-
Increase in share capital
-
2,408
-
Payment of lease liabilities
(285,745)
(117,665)
-
-
Movement in related party balances
165,687
(590,898)
(3,128,156)
413,993
Dividends paid to owners of the Parent
27
(376,860)
(522,941)
(489,870)
(522,941)
Dividends paid to non-controlling interests
(6,120)
(6,120)
-
-
Net interest paid
(34,695)
(7,982)
(171,359
)
-
Net cash flows from/(used in) financing
activities
11,912,834
(1,160,098)
8,663,828
(108,948)
Net movement in cash and cash equivalents
5,228,900
29,644
5,251,471
(12,367)
Cash and cash equivalents at the beginning of
the year
275,125
245,481
1,324
13,691
Cash and cash equivalents at the end of the
year
5,504,025
275,125
5,252,795
1,324
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
14
Notes to the financial statements
1.
Summary of material accounting policies
The material accounting policies adopted in the preparation of these financial statements are set
out below. These policies have been consistently applied to all periods presented, unless
otherwise stated.
1.1 Basis of preparation
The consolidated financial statements include the financial statements of QLZH Holding p.l.c.
and its subsidiaries and are prepared in accordance with the requirements of International
Financial Reporting Standards (IFRSs) as adopted by the EU and with the requirements of the
Maltese Companies Act (Cap. 386). The financial statements have been prepared under the
historical cost convention, except as disclosed in the accounting policies below.
The preparation of financial statements in conformity with IFRSs as adopted by the EU requires
the use of certain accounting estimates. It also requires the Directors to exercise their judgement
in the process of applying the Group’s accounting policies. The areas involving a higher degree
of judgement or complexity, or areas where assumptions and estimates are significant to the
consolidated financial statements, are disclosed in Note 3.
Financial position of the Group and the Group’s cash flow forecasting process
The Group envisages that it will continue generate a significant level of earnings throughout the
forthcoming financial year, through its cash generating units, which will enable the Group to
manage effectively its forecasted cash flows and liquidity needs. These factors are embedded
within the Group’s cash flow forecasts.
Standards, interpretations and amendments to published standards effective in 2025
The Group adopted new standards, amendments and interpretations to existing standards that
are mandatory for the Group’s accounting period beginning on 1 January 2025.
Standards, interpretations and amendments to published standards that are not yet adopted
At the date of authorisation of these financial statements, certain new standards, amendments
and interpretations to existing standards have been published by the IASB that are not yet
effective, and have not been early adopted by the Group. The Directors are of the opinion that
there are no requirements that will have a possible significant impact on the Group’s and
Company’s financial statements in the period of initial application.
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
1.
Summary of material accounting policies
- continued
15
1.2
Consolidation
(a) Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group
controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement
with the entity and has the ability to affect those returns through its power over the entity. The existence
and effect of potential voting rights that are currently exercisable or convertible are considered when
assessing whether the Group controls another entity. The Group also assesses existence of control
where it does not have more than 50% of the voting power but is able to govern the financial and
operating policies by virtue of de-facto control. De-facto control may arise in circumstances where, for
instance the size of the Group’s voting rights relative to the size and dispersion of holdings of other
shareholders give the Group the power to govern the financial and operating policies. Subsidiaries are
fully consolidated from the date on which control is transferred to the Group. They are de-consolidated
from the date that control ceases.
The Group applies the acquisition method of accounting to account for business combinations that fall
within the scope of IFRS 3. The consideration transferred for the acquisition of a subsidiary is the fair
value of the assets transferred, the liabilities incurred to the former owners of the acquiree and the
equity interests issued by the Group. The consideration transferred includes the fair value of any asset
or liability resulting from a contingent consideration arrangement. Acquisition-related costs are
expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed
(identifiable net assets) in a business combination are measured initially at their fair values at the
acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling
interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of
the recognised amounts of the acquiree’s identifiable net assets.
Goodwill is initially measured as the excess of the consideration transferred, the amount of any non-
controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in
the acquiree over the fair value of the identifiable net assets acquired. If this is less than the fair value
of the identifiable net assets of the subsidiary acquired in the case of a bargain purchase, the
difference is recognised directly in profit or loss.
Upon consolidation, inter-company transactions, balances and unrealised gains on transactions
between Group companies are eliminated. Unrealised losses are also eliminated but considered an
impairment indicator of the asset transferred. Accounting policies of subsidiaries are changed where
necessary to ensure consistency with the policies adopted by the Group.
In the Company’s separate financial statements, investments in subsidiaries are accounted for by the
cost method of accounting, i.e. at cost less impairment. Cost is adjusted to reflect changes in
consideration arising from contingent consideration amendments. Cost also includes directly
attributable costs of acquiring the investment. Provisions are recorded where, in the opinion of the
Directors, there is an impairment in value. Where there has been an impairment in the value of an
investment, it is recognised as an expense in the period in which the diminution is identified. The
results of subsidiaries are reflected in the Company’s separate financial statements only to the extent
of dividends receivable. On disposal of an investment, the difference between the net disposal
proceeds and the carrying amount is charged or credited to profit or loss.
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
1.
Summary of material accounting policies
- continued
1.2
Consolidation
-
continued
16
(b) Transactions with non-controlling interests
The Group treats transactions with non-controlling interests, where the acquisition or disposal of partial
interests in a subsidiary has no impact on the Group’s ability to control the subsidiary’s financial and
operating policies, as transactions with equity owners of the Group. For purchases from non-
controlling interests, the difference between any consideration paid and the relevant share acquired
of the carrying value of the identifiable net assets of the subsidiary is recorded in equity. Gains or
losses on disposals to non-controlling interests are also recorded in equity.
1.3
Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the
currency of the primary economic environment in which the entity operates (‘the functional currency’).
The consolidated financial statements are presented in Euro, which is the Company’s functional and
presentation currency.
1.4
Property, plant and equipment
All property, plant and equipment is stated at historical cost less accumulated depreciation and
accumulated impairment losses. Historical cost includes expenditure that is directly attributable to the
acquisition of the items.
Borrowing costs which are incurred for the purpose of acquiring or constructing a qualifying asset are
capitalised as part of its cost. Borrowing costs are capitalised while acquisition or construction is
actively underway. Capitalisation of borrowing costs is ceased once the asset is substantially
complete, and is suspended if the development of the asset is suspended.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow
to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced
part is derecognised. All other repairs and maintenance are charged to profit or loss during the
financial period in which they are incurred.
Land is not depreciated as it is deemed to have an indefinite life. Depreciation on other assets is
calculated using the straight-line method to allocate their cost or revalued amounts to their residual
values over their estimated useful life. Leased assets are depreciated over the shorter of the lease
term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the
end of the lease term.
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
1.
Summary of material accounting policies
- continued
1.4
Property, plant and equipment
– continued
17
The rates of depreciation used for the current and comparative periods are as follows:

| %
Fixtures and fittings | 6.67 - 10
Computer equipment | 25
Motor vehicles | 20
Leasehold improvements | 6.67

The assets’ residual values and useful lives are reviewed and adjusted if appropriate, at the end of
each reporting period. An asset’s carrying amount is written down immediately to its recoverable
amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and
losses on disposal of an item of property, plant and equipment are determined by comparing the
proceeds from disposal with the carrying amount and are recognised in profit or loss.
1.5
Intangible assets
(a) Computer software
In determining the classification of an asset that incorporates both intangible and tangible elements,
judgement is used in assessing which element is more significant. Computer software which is an
integral part of the related hardware is classified as property, plant and equipment and accounted for
in accordance with the company’s accounting policy on property, plant and equipment. Where the
software is not an integral part of the related hardware, this is classified as an intangible asset and
carried at cost less any accumulated amortisation and any accumulated impairment losses. Computer
software classified as an intangible asset is amortised on a straight-line basis over four years.
(b) Brand name
The brand name is carried net cost and was acquired from a company with the same shareholding.
The trademark classified as an intangible asset is amortised on a straight-line basis over fifty years.
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
1.
Summary of material accounting policies
- continued
1.5
Intangible assets
- continued
18
(c) Goodwill
Goodwill represents the excess of the consideration transferred over the fair value of the Group’s
share of the identifiable net assets of the acquired subsidiary at the date of acquisition. Goodwill on
acquisitions of subsidiaries is included in ‘intangible assets’.
Goodwill that is recognised separately within ‘intangible assets’ is carried at cost less accumulated
impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination
is allocated to each of the cash-generating units (CGUs) or groups of CGUs that are expected to
benefit from the synergies of the business combination. Each unit or group of units to which the
goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for
internal management purposes.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, and
also whenever there is an indication that the unit may be impaired, by comparing the carrying amount
of the unit, including the goodwill, with the recoverable amount of the unit. The recoverable amount is
the higher of fair value less costs to sell and value in use. Impairment losses on goodwill are not
reversed.
Amortisation
Amortisation is calculated using the straight-line method to allocate the cost of the intangible assets
to their residual value over their estimated useful lives as follows:

| %
Computer software | 25
Brand names | 2

The assets’ residual values and useful lives are reviewed and adjusted as appropriate, at the end of
each reporting period.
1.6
Impairment of non-financial assets
Assets that have an indefinite useful life, for example goodwill or certain intangible assets, are not
subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation
are reviewed for impairment whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s
carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s
fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are
grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating
units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible
reversal of the impairment at the end of each reporting period.
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
1.
Summary of material accounting policies
- continued
19
1.7
Financial assets
Classification
The Group classifies its financial assets in the following measurement categories:
-
those to be measured subsequently at fair value (either through Other Comprehensive Income,
or through profit or loss), and
-
those to be measured at amortised cost.
The classification depends on the entity’s business model for managing the financial assets and the
contractual terms of the cash flows. For assets measured at fair value, gains and losses will either be
recorded in profit or loss or Other Comprehensive Income (OCI). For investments in equity instruments
that are not held for trading, this will depend on whether the Group has made an irrevocable election
at the time of initial recognition to account for the equity investment at fair value through other
comprehensive income (FVOCI). The Group reclassifies debt investments when and only when its
business model for managing those assets changes.
Recognition and derecognition
The Group recognises a financial asset in its statement of financial position when it becomes a party
to the contractual provisions of the instrument.
Regular way purchases and sales of financial assets are recognised on settlement date, the date on
which an asset is delivered to or by the Group. Financial assets are derecognised when the rights to
receive cash flows from the financial assets have expired or have been transferred and the Group has
transferred substantially all the risks and rewards of ownership or has not retained control of the asset.
Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a
financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly
attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at
FVPL are expensed in profit or loss.
Equity instruments
The Group subsequently measures all equity investments at fair value. Where the Group’s
management has elected to present fair value gains and losses on equity investments in OCI, there
is no subsequent reclassification of fair value gains and losses to profit or loss following the
derecognition of the investment. Dividends from such investments continue to be recognised in profit
or loss when the Group’s right to receive payments is established.
Changes in the fair value of financial assets at FVPL are recognised in other gains/(losses) in the
income statement as applicable. Impairment losses (and reversal of impairment losses) on equity
investments measured at FVOCI are not reported separately from other changes in fair value.
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
1.
Summary of material accounting policies
- continued
1.7
Financial assets
- continued
20
Impairment
The Group assesses on a forward-looking basis the expected credit losses associated with its debt
instruments carried at amortised cost and FVOCI. The impairment methodology applied depends on
whether there has been a significant increase in credit risk.
For trade receivables and contract assets, the Group applies the simplified approach permitted by
IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the
receivables.
For all other financial assets that are subject to impairment under IFRS 9, the Group applies a three-
stage model for impairment, based on changes in credit quality since initial recognition. A financial
asset that is not credit impaired on initial recognition is classified in stage 1.
Financial assets in stage 1, have their expected credit loss measured at an amount equal to the portion
of lifetime expected credit loss that results from default events possible within the next 12 months, or
until contractual maturity if shorter. If the Group identifies a significant increase in credit risk since
initial recognition, the asset is transferred to stage 2 and its expected credit loss is measured on a
lifetime basis, that is up until contractual maturity. If the Group determines that a financial asset is
credit impaired, the asset is transferred to stage 3 and the expected credit loss is measured on a
lifetime credit loss basis.
1.7.1
Trade and other receivables
Trade receivables comprise amounts due from customers for services performed in the ordinary
course of business. If collection is expected in one year or less (or in the normal operating cycle of the
business if longer), they are classified as current assets. If not, they are presented as non-current
assets.
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost
using the effective interest method, less expected credit loss allowances.
Trade receivables are recognised initially at the amount of consideration that is unconditional unless
they contain significant financing components, when they are recognised at fair value. The Group
holds the trade receivables with the objective to collect the contractual cash flows and therefore
measures them subsequently at amortised cost using the effective interest method.
1.8
Cash and cash equivalents
In the statement of cash flows, cash and cash equivalents includes cash in hand and deposits held at
call with banks.
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
1.
Summary of material accounting policies
- continued
21
1.9
Inventory
One of the main objects of the Company is the development of land acquired for development and
resale. This development is intended in the main for resale purposes, and is accordingly classified
in the financial statements as Inventory. Any elements of a project which are identified for business
operation or long-term investment properties are transferred at their carrying amount to Property,
plant and equipment or investment properties when such identification is made and the cost thereof
can reliably be segregated.
i)
The cost incurred on development works, including demolition, site clearance, excavation,
construction, etc., together with the costs of ancillary activities such as site security.
ii)
The cost of various design and other studies conducted in connection with the project, together
with all other expenses incurred in connection therewith.
iii)
Any borrowing costs, including imputed interest, attributable to the development phases of the
project.
The purchase cost of acquiring the land represents the cash equivalent of the contracted price. This
was determined at date of purchase by discounting to present value the future cash outflows
comprising the purchase consideration.
Net realisable value is the estimated selling price in the
ordinary course of business, less the costs of completion and selling expenses.
1.10
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new
ordinary shares are shown in equity as a deduction, net of tax, from the proceeds.
1.11
Financial liabilities
The Group recognises a financial liability in its statement of financial position when it becomes a
party to the contractual provisions of the instrument. The Group’s financial liabilities are classified
as financial liabilities measured at amortised cost, i.e. not at fair value through profit or loss under
IFRS 9. Financial liabilities not at fair value through profit or loss are recognised initially at fair value,
being the fair value of consideration received, net of transaction costs that are directly attributable
to the acquisition or the issue of the financial liability. These liabilities are subsequently measured at
amortised cost. The Group derecognises a financial liability from its statement of financial position
when the obligation specified in the contract or arrangement is discharged, is cancelled or expires.
1.11.1
Trade and other payables
Trade payables comprise obligations to pay for goods or services that have been acquired in the
ordinary course of business from suppliers. Accounts payable are classified as current liabilities if
payment is due within one year or less (or in the normal operating cycle of the business if longer). If
not, they are presented as non-current liabilities. Trade and other payables are recognised initially
at fair value and subsequently measured at amortised cost using the effective interest method.
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
1.11
Financial liabilities
- continued
22
1.11.2
Borrowings
Borrowings are recognised initially at the fair value of proceeds received, net of transaction costs
incurred. Borrowings are subsequently carried at amortised cost; any difference between the
proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the
period of the borrowings using the effective interest method. Borrowings are classified as current
liabilities unless the Group has an unconditional right to defer settlement of the liability for at least
twelve months after the end of the reporting period.
1.12
Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the statement of financial
position when there is a legally enforceable right to set off the recognised amounts and there is an
intention to settle on a net basis, or realise the asset and settle the liability simultaneously.
1.13
Current and deferred tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or
loss, except to the extent that it relates to items recognised in other comprehensive income or directly
in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity,
respectively.
The current tax charge is calculated on the basis of the tax laws enacted or substantively enacted
at the reporting date.
Deferred tax is recognised, using the liability method, on temporary differences arising between the
tax bases of assets and liabilities and their carrying amounts in the consolidated financial
statements. However, deferred tax liabilities are not recognised if they arise from the initial
recognition of goodwill; deferred tax is not accounted for if it arises from initial recognition of an asset
or liability in a transaction other than a business combination that at the time of the transaction affects
neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates (and laws)
that have been enacted or substantively enacted by the end of the reporting period and are expected
to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will
be available against which the temporary differences can be utilised.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current
tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to
income taxes levied by the same taxation authority on either the same taxable entity or different
taxable entities where there is an intention to settle the balances on a net basis.
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
1.
Summary of material accounting policies
- continued
23
1.14
Provisions for legal and other claims
Provisions for legal and other claims are recognised when the Group has a present legal or
constructive obligation as a result of past events, it is probable that an outflow of resources will be
required to settle the obligation, and the amount has been reliably estimated. Provisions are not
recognised for future operating losses.
Provisions are measured at the present value of the expenditures expected to be required to settle
the obligation using a pre-tax rate that reflects current market assessments of the time value of
money and the risks specific to the obligation. The increase in the provision due to passage of time
is recognised as interest expense.
1.15
Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the provision of
services in the ordinary course of the company’s activities. Revenue is shown net of value added
tax, returns, rebates and discounts. The company recognises revenue when the amount of revenue
can be reliably measured, it is probable that future economic benefits will flow to the entity and when
the specific criteria have been met as described below.
(i)
Franchise and agency fees
Revenue is calculated as a percentage of franchisee sales and is recognised upon the completion
of a sale or letting of a property listing by one of the franchisees’ agents. This is generally considered
to occur on the contract of sale of a property or letting agreement.
1.16
Leases
The Group is the lessee
At inception of a contract, an entity shall assess whether the contract is, or contains, a lease. A
contract is, or contains, a lease if the contract conveys the right to control the use of an identified
asset for a period of time in exchange for consideration.
Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the
leased asset is available for use by the Group.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease
liabilities include the net present value of the following lease payments:
-
fixed payments (including in-substance fixed payments), less any lease incentives receivable
-
variable lease payments that are based on an index or a rate, initially measured using the index
or rate as at the commencement date
-
payments of penalties for terminating the lease, if the lease term reflects the Group exercising
that option.
Lease payments to be made under reasonably certain extension options are also included in the
measurement of the liability.
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
1.
Summary of material accounting policies
- continued
1.16
Leases
- continued
24
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be
readily determined, which is generally the case for leases in the Group, the lessee’s incremental
borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the
funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic
environment with similar terms, security and conditions.
Lease payments are allocated between principal and finance cost. The finance cost is charged to
profit or loss over the lease period so as to produce a constant periodic rate of interest on the
remaining balance of the liability for each period.
Right-of-use assets are measured at cost comprising the following:
-
the amount of the initial measurement of lease liability;
-
any lease payments made at or before the commencement date less any lease incentives
received; and
-
any initial direct costs.
Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease
term on a straight-line basis. If the Group is reasonably certain to exercise a purchase option, the
right-of-use asset is depreciated over the underlying asset’s useful life.
Payments associated with short-term leases of equipment and vehicles and all leases of low-value
assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are
leases with a lease term of 12 months or less. In determining the lease term, management considers
all facts and circumstances that create an economic incentive to exercise an extension option, or
not exercise a termination option. Extension options (or periods after termination options) are only
included in the lease term if the lease is reasonably certain to be extended (or not terminated).
For leases of properties, the following factors are normally the most relevant:
-
if there are significant penalties to terminate (or not extend), the Group is typically reasonably
certain to extend (or not terminate);
-
if any leasehold improvements are expected to have a significant remaining value, the Group
is typically reasonably certain to extend (or not terminate);
-
otherwise, the Group considers other factors including historical lease durations and the costs
and business disruption required to replace the leased asset.
The lease term is reassessed if an option is actually exercised (or not exercised) or the Group
becomes obliged to exercise (or not exercise) it. The assessment of reasonable certainty is only
revised if a significant event or a significant change in circumstances occurs, which affects this
assessment, and that is within the control of the lessee.
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
1.
Summary of material accounting policies
- continued
25
1.17
Dividend distribution
Dividend distribution to the Company’s shareholders is recognised as a liability in the Company’s
financial statements in the period in which the dividends are approved by the Company’s
shareholders.
1.18
Borrowing costs
Borrowing costs which are incurred for the purpose of acquiring or constructing qualifying property,
plant and equipment or investment property are capitalised as part of its cost. Borrowing costs are
capitalised while acquisition or construction is actively underway, during the period of time that is
required to complete and prepare the asset for its intended use. Capitalisation of borrowing costs is
ceased once the asset is substantially complete and is suspended if the development of the asset
is suspended. All other borrowing costs are recognised as an expense in the profit or loss account
in the period as incurred.
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
26
2.
Segment reporting
The Group determines and presents operating segments based on the information that
internally is provided to the Board of Directors, which is the Group's chief operating decision-
maker in accordance with the requirements of IFRS 8, Operating Segments.
An operating segment is a component of the Group that engages in business activities from
which it may earn revenues and incur expenses, including revenues and expenses that relate
to transactions with any of the Group's other components, and for which discrete financial
information is available. An operating segment's operating results are reviewed regularly by the
Board of Directors to make decisions about resources to be allocated to the segment and to
assess its performance executing the function of the chief operating decision-maker.
3.
Financial risk management
3.1
Financial risk factors
The Group’s activities potentially expose it to a variety of risks: market risk, economic risk, credit
risk and liquidity risk. Where possible, the board provides principles for overall risk
management, as well as policies to mitigate these risks in the most prudent way.
(a) Market risk
(i)
Cash flow and fair value interest rate risk
The interest rate profile of the Group’s and the Company’s interest-bearing financial
instruments at the end of the reporting periods is analysed below:

| Group | Company
| 202 5 | 2024 | 202 5 | 2024
| € | € | € | €
Financial assets |  |  |  |
Bank balances | 5,698,535 | 307,429 | 5,250,833 | 1,317
Financial liabilities |  |  |  |
Bank loans | 1,047,629 | 130,484 | - | -
Debt securities in issue | 11,659,805 | - | - | -
Other borrowings | - | 198,791 | - | -

The Group’s significant instruments which are subject to fixed interest rates consist principally
of a bank loan and a loan due to third party. In this respect, the Group is exposed to fair value
interest rate risk in view of the fixed interest nature of these instruments, which are however
measured at amortised cost.
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
3.
Financial risk management
- continued
3.1
Financial risk factors
– continued
27
(a) Credit risk
Credit risk principally arises from cash and cash equivalents comprising deposits with financial
institutions, loans or amounts due to related parties, as well as credit exposures from
outstanding receivables. The Group’s and the Company’s principal exposures to credit risk as
at the end of the reporting period are analysed as follows:

| Group | Company
| 202 5 | 2024 | 202 5 | 2024
| € | € | € | €
Carrying amount |  |  |  |
Trade and other receivables | 1,290,174 | 238,741 | 5,4 03 | 15,432
Cash and cash equivalents | 5,698,535 | 307,429 | 5,250,833 | 1,317
| 6,988,709 | 546,170 | 5,256,236 | 16,749

The maximum exposure to credit risk at the end of the reporting period in respect of the financial
assets mentioned above is equivalent to their carrying amount as disclosed in the respective
notes to the financial statements. The Group does not hold any significant collateral as security
in this respect. The figures disclosed in the table above in respect of trade and other receivables
exclude prepayments.
Cash and cash equivalents
The credit risk in respect of cash balances held with banks and deposits with banks are
managed via diversification of bank deposits and are only with major reputable financial
institutions.
Trade and other receivables
The Group applies the IFRS 9 simplified model of recognising lifetime expected credit losses
for all trade receivables as these items do not have a significant financing component. In
measuring the expected credit losses, the trade receivables have been assessed on a collective
basis as they posses share credit risk characteristics. They have been grouped based on the
days past due.
Trade receivables are written off when there is no reasonable expectation of recovery. Failure
to make payments within 180 days from the invoice date and failure to engage with the Group
on alternative payment arrangement amongst other is considered indicators of no reasonable
expectation of recovery.
On the above basis the expected credit loss for trade receivables as at 31 December 2024 was
determined as follows:
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
3.
Financial risk management
- continued
(a) Credit risk – continued
Trade and other receivables
- continued
28
3.1
Financial risk factors
– continued
Other financial assets amortised at Group level include amounts due to related companies. The
closing balance of the other receivables at amortised costs loss allowance as at 31 December
2024 reconciles with the other receivables at amortised costs loss allowance opening balance
as follows:

Group - 202 4 | Days past due – simplified approach |
| Not past | 31-59 | 60-89 | 90-119 |  |
Trade receivables | due | Days | Days | Days | >120 | Total
Expected credit loss rate | 0.81% | 2.00% | 3.20% | 9.87% | 17.30% |
Estimated total gross |  |  |  |  |  |
carrying amount at default | 225,857 | 27,436 | 7,615 | - | 46,018 | 306,926
Lifetime ECL at 31 | - | - | - |  | - | -
December 2024 | 1,829 | 409 | 244 | - | 7,961 | 10,443
Net carrying amount at 31 |  |  |  |  |  |
December 2024 | 224,028 | 27,027 | 7,371 | - | 38,057 | 296,483

Group - 202 5 | Days past due – simplified approach |
| Not past | 31-59 | 60-89 | 90-119 |  |
Trade receivables | due | Days | Days | Days | >120 | Total
Expected credit loss rate | 0.81% | 2.00% | 3.20% | 9.87% | 17.30% |
Estimated total gross |  |  |  |  |  |
carrying amount at default | 260,062 | 7,566 | 6 ,098 | - | 93,802 | 36 7 ,528
Lifetime ECL at 31 |  |  |  |  |  |
December 2024 | (2,107) | (112) | (195) | - | (16,228) | (18,642)
Net carrying amount at 31 |  |  |  |  |  |
December 2024 | 257,955 | 7,454 | 5 ,903 | - | 77,574 | 348,886

QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
3.
Financial risk management
- continued
3.1
Financial risk factors
– continued
(a) Credit risk – continued
Trade and other receivables
- continued
29

Company - 202 4 | Days past due – simplified approach |
| Not past | 31-59 | 60-89 | 90-119 |  |
Trade receivables | due | Days | Days | Days | >120 | Total
Expected credit loss rate | 0.81% | 1.49% | 3.20% | 9.87% | 17.30% |
Estimated total gross |  |  |  |  |  |
carrying amount at default | 4,394 | - | - | 1,154 | 9,772 | 15,320
Lifetime ECL at 31 |  |  |  |  |  |
December 2024 | (36) | - | - | (114) | (1,691) | (1,841)
Net carrying amount at 31 |  |  |  |  |  |
December 2024 | 4,358 | - | - | 1,040 | 8,081 | 13,479

Company - 202 5 | Days past due – simplified approach |
| Not past | 31-59 | 60-89 | 90-119 |  |
Trade receivables | due | Days | Days | Days | >120 | Total
Expected credit loss rate | 0.81% | 1.49% | 3.20% | 9.87% | 17.30% |
Estimated total gross |  |  |  |  |  |
carrying amount at default | 5,045 | 764 | - | - | - | 5,809
Lifetime ECL at 31 |  |  |  |  |  |
December 2025 | (41) | (11) | - | - | - | (52)
Net carrying amount at 31 |  |  |  |  |  |
December 2025 | 5,004 | 753 | - | - | - | 5,757

QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
3.
Financial risk management
- continued
3.1
Financial risk factors
– continued
(a) Credit risk – continued
30
Other financial assets amortised at Group level include amounts due to related companies. The
closing balance of the other receivables at amortised costs loss allowance as at 31 December 2025
reconciles with the other receivables at amortised costs loss allowance opening balance as follows:

Group | Other receivables
| €
Opening loss allowance at 1 January 2025 | -
For the year | 27,693
| 27,693

Company | Other receivables
| €
Opening loss allowance at 1 January 2025 | -
Reversal of previous loss allowance | -
| -

Group | Other receivables
| At amortised cost
| €
Opening loss allowance at 1 January 2025 | 1,545
For the year | 55,774
| 57,319

Company | Other receivables
| At amortised cost
| €
Opening loss allowance at 1 January 2025 | 824
Reversal of previous loss allowance | 10,479
| 11,303

(b) Liquidity risk
The Group is exposed to liquidity risk in relation to meeting future obligations associated with its
financial liabilities, which comprise principally trade and other payables and borrowings. Prudent
liquidity risk management includes maintaining sufficient cash to ensure the availability of an
adequate amount of funding to meet the Company's financial obligations.
Management monitors liquidity risk by reviewing expected cash flows through cash flow forecasts,
and ensures that no additional financing facilities are expected to be required over the coming year.
This is performed at a central treasury function, which controls the overall liquidity requirements of
the Group within certain parameters.
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
31
3.
Financial risk management
- continued
3.1.1
Financial risk factors
– continued
(b) Liquidity risk – continued

|  |  | Less than | Between | Between |
| Carrying | Contractual | 1 year | 1 and 2 | 2 and 5 | After 5
Group | amount | cashflows |  | years | years | years
| € | € | € | € | € | €
Bank loans | 98,180 | 111,028 | 9,806 | 19,613 | 73,789 | 7,820
Trade and other payables | 1,285,599 | 1,285,599 | 1,285,599 | - | - | -
Lease liabilities | 959,391 | 1,076,482 | 106,722 | 149,411 | 820,349 | -
Loans to third party | 198,791 | 198,791 | 2,027 | - | 196,764 | -
Loans to related company | 393,020 | 393,020 | 393,020 | - | - | -
31 December 2024 | 2,934,981 | 3,064,920 | 1,797,174 | 169,024 | 1,090,902 | 7,820
Bank loans | 894,875 | 1,133,665 | - | 266,078 | 360,053 | 507,534
Trade and other payables | 2,802,641 | 2,802,641 | 2,802,641 | - | - | -
Lease liabilities | 1,260,357 | 1,465,932 | 65,365 | 346,086 | 971,913 | 82,569
Loans to third party | - | - | - | - | - | -
Loans to related company | - | - | - | - | - | -
31 December 202 5 | 4,957,873 | 5,402,238 | 2,868,006 | 612,164 | 1,331,966 | 590,103

|  |  | Less than | Between | Between |
| Carrying | Contractual | 1 year | 1 and 2 | 2 and 5 | After 5
Company | amount | cashflows |  | years | years | years
| € | € | € | € | € | €
Trade and other payables | 286,042 | 286,042 | 286,042 | - | - | -
31 December 2024 | 286,042 | 286,042 | 286,042 | - | - | -
Trade and other payables | 1,134, 692 | 1,134,692 | 1,134,692 | - | - | -
31 December 2025 | 1,134,692 | 1,134,692 | 1,134,692 | - | - | -

4.
Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and based on historical experience and other
factors including expectations of future events that are believed to be reasonable under the
circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting
estimates will, by definition, seldom equal the related actual results. These estimates and
assumptions present a risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year. The Group’s management also makes judgements, apart
from those involving estimations, in the process of applying the entity's accounting policies that may
have a significant effect on the amounts recognised in the financial statements.
Estimates and judgements are continually evaluated and based on historical experience and other
factors including expectations of future events that are believed to be reasonable under the
circumstances.
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
32
4.
Critical accounting estimates and judgements
- continued
The Group makes estimates and assumptions concerning the future. The resulting accounting
estimates will, by definition, seldom equal the related actual results. These estimates and
assumptions present a risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year. The Group’s management also makes judgements, apart
from those involving estimations, in the process of applying the entity's accounting policies that may
have a significant effect on the amounts recognised in the financial statements.
4.1
Impairment testing
IFRSs require management to undertake an annual test for impairment of goodwill and non-financial
assets having an indefinite useful life, and require management to test for impairment if events or
changes in circumstances indicate that the carrying amount of a non-financial asset having a finite
useful life may not be recoverable. For the purposes of assessing impairment, non-financial assets
are grouped at the lowest levels for which there are separately identifiable cash flows (cash
generating units). The Group also assesses at the end of each reporting period whether there is
objective evidence that a financial asset or a group of financial assets is impaired.
Impairment testing is an area involving management judgement, requiring assessment as to whether
the carrying value of assets or cash-generating units can be supported by the net present value of
future cash flows derived from such assets or cash-generating units using cash flow projections,
which have been discounted at an appropriate rate. In calculating the net present value of the future
cash flows, in particular those derived from the Group’s cash-generating units, certain assumptions
are required to be made in respect of highly uncertain matters including management’s expectations
of growth in earnings before interest, taxation, depreciation and amortisation (EBITDA), long-term
growth rates, and the selection of discount rates to reflect the risks involved. Changing the
assumptions selected by management, in particular the discount rate and growth rate assumptions
used in the cash flow projections, could significantly affect the Group’s impairment evaluation and
hence results.
The useful life used to amortise intangible assets relates to the future performance of the assets
acquired and management’s judgement of the period over which economic benefit will be derived
from the asset. The useful lives and residual values of the Group’s property, plant and equipment
are determined by management at the time the asset is acquired and reviewed annually for
appropriateness. The lives are based on historical experience with similar assets as well as
anticipation of future events which may impact their life such as changes in technology.
Assessment of matters referred to above
In the opinion of the Directors, the accounting estimates and judgements made in the course of
preparing these consolidated financial statements, which have been highlighted above, are not
difficult, subjective or complex to a degree which would warrant their description as critical in terms
of the requirements of IAS 1.
The Directors also draw attention to the fact that there are no assumptions and other major sources
of estimation uncertainty at the end of the reporting period, that have a significant risk of resulting in
a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
33
5.
Property, plant and equipment
Group

| Leasehold | Fixtures and | Airconditioners | Computer | Motor |
| Improvements | Fittings |  | Equipment | Vehicles | Total
Year ended 31 December 2024 |  |  |  |  |  |
Opening net book amount | 6,279 | 40,315 | - | 4,960 | 80,999 | 132,553
Additions | - | 5,386 | 4,769 | 5,940 | 35,334 | 51,429
Depreciation | (855) | (10,341) | (795) | (4,738) | (35,634) | (52,363)
Closing net book amount | 5,424 | 35,360 | 3,974 | 6,162 | 80,699 | 131,619
At 31 December 202 4 |  |  |  |  |  |
Cost | 12,806 | 108,785 | 4,769 | 34,603 | 191,301 | 352,264
Accumulated depreciation | (7,382) | (73,425) | (795) | (28,441) | (110,602) | (220,645)
Net book amount | 5,424 | 35,360 | 3,974 | 6,162 | 80,699 | 131,619
Year ended 31 December 202 5 |  |  |  |  |  |
Opening net book amount | 5,424 | 35,360 | 3,974 | 6,162 | 80,699 | 131,619
Acquired through business combination | - | 15,954 | - | 190 | - | 16,144
Additions | - | 7,675 | - | 1,302 | 40 7 | 9,38 4
Depreciation | (854) | (16,198) | (797) | ( 3,574 ) | (35,633) | (57,056)
|  |  |  | once |  |
Closing net book amount | 4,570 | 42,791 | 3,177 | 4,080 | 45,4 7 3 | 100,0 91
At 31 December 202 5 |  |  |  |  |  |
Cost | 12,806 | 174, 495 | 4,769 | 38,858 | 191,708 | 422,636
Accumulated depreciation | (8,236) | (131,704) | (1,592) | (34,778) | (146,235) | (322,545)
Net book amount | 4,570 | 42,791 | 3,177 | 4,080 | 45,473 | 100,091

QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
34
6.
Intangible assets
Group

| Software | Brand | Goodwill | Total
|  | names |  |
| EUR | EUR | EUR | EUR
At 1 January 2024 |  |  |  |
Cost | 250,478 | 619,930 | 2,587,150 | 3,458,265
Accumulated amortisation | (167,027) | (12,399) | - | (179,426)
Net book amount | 83,451 | 607,531 | 2,587,150 | 3,278,839
Year ended 31 December 202 4 |  |  |  |
Opening net book amount | 83,451 | 607,531 | 2,587,150 | 3,278,839
Additions | 59,250 | - | - | 59,250
Release on disposal of subsidiary | - | - | (960) | (960)
Amortisation | (50,098) | (12,398) | - | (62,496)
Closing net book amount | 92,603 | 595,133 | 2,586,897 | 3,274,633
At 31 December 202 4 |  |  |  |
Cost | 309,728 | 619,930 | 2,586,897 | 3,516,555
Accumulated amortisation | (217,125) | (24,797) | - | (241,922)
Net book amount | 92,603 | 595,133 | 2,586,897 | 3,274,633
Year ended 31 December 202 5 |  |  |  |
Opening net book amount | 92,603 | 595,133 | 2,586,897 | 3,274,633
Additions | 74,600 | - | - | 74,600
Amortisation | (64,389) | ( 12 , 399 ) | - | ( 76,788 )
Closing net book amount | 102,814 | 582,734 | 2,586,897 | 3, 272 , 445
At 31 December 202 5 |  |  |  |
Cost | 384,328 | 619,930 | 2,586,897 | 3,591,155
Accumulated amortisation | (281,51 4 ) | ( 37,196 ) | - | ( 318,710 )
Net book amount | 102,81 4 | 582,734 | 2,586,897 | 3,272,445

QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
35
6.
Intangible assets – continued
6.1
Impairment testing
Goodwill is allocated to the following cash-generating units (CGUs), which represent the lowest
level within the Group at which goodwill is monitored for internal management purposes:

| Group | Company
| 2025 | 2024 | 2025 | 2024
| € | € | € | €
Goodwill allocated to operating segments: |  |  |  |
Dowdall ZH Limited | 508,336 | 508,336 | - | -
Quicklets Property Management Ltd | 2,078,075 | 2,078,075 | - | -
QLC Real Estate Ltd | 486 | 486 | - | -
| 2,586,897 | 2,586,897 | - | -

The Group tests cash-generating units with goodwill annually for impairment, or more frequently
if there is an indication that a cash-generating unit to which goodwill has been allocated may
be impaired. The recoverable amount of a cash generating unit is the higher of the cash-
generating unit’s fair value less cost of disposal (‘FVLCD’) and its value-in-use.
For the year ended 31 December 2025 and 31 December 2024, the recoverable amounts for
all CGUs exceeded their carrying values, and therefore no impairment loss was recognised.
Method of valuation
For the purpose of impairment testing for the three entities, the recoverable amount was
determined using the value in use method:

a pre-tax discount rate of 5.5% was applied to projected cash flows over a five-year
forecast period. The discount rate was determined based on a weighted average cost of
capital (WACC) that reflects the specific risks relating to each CGU.

a terminal growth rate of 3% was applied beyond the forecast period, using the Gordon
Growth Model to estimate terminal value. Cash flow projections were based on financial
budgets approved by management, incorporating revenue growth assumptions of 5% to
10% per annum and stable gross margins based on past performance and industry
outlooks.
Management also performed sensitivity analysis on key assumptions, including the discount
rate and revenue growth rates. Based on these analyses, no reasonably possible change in
assumptions would cause the carrying amount of any CGU to exceed its recoverable amount.
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
36
6.
Right of Use Assets
Group

| Investment | Property
| Property |
| € | €
At 1 January 2024 |  |
Cost | - | 391,082
Accumulated amortisation | - | (27,220)
Net book amount | - | 363,862
Year ended 31 December 2024 |  |
Opening net book amount | - | 363,862
Additions | 666,723 | -
Amortisation | (24,279) | (83,088)
Closing net book amount | 642,444 | 280,774
At 31 December 2024 |  |
Cost | 666,723 | 391,082
Accumulated amortisation | (24,279) | (110,308)
Net book amount | 642,444 | 280,774
Year ended 31 December 2025 |  |
Opening net book amount | 642,444 | 280,774
Additions | 393,025 | -
Acquired through business combination | - | 272,237
Release upon disposal | ( 83 , 73 2) | -
Amortisation | ( 160,702 ) | ( 137 , 535 )
Closing net book amount | 791,034 | 415,476
At 31 December 2025 |  |
Cost | 963,376 | 772,213
Accumulated amortisation | (172,342) | (356,737)
Net book amount | 791,034 | 415,476

7.
Investment property

Year ended 31 December 2025 | Group | Company
| € | €
Opening net book amount | - | -
Additions | 2,751,426 | -
Revaluation gain | 781,875 | -
Closing net book amount | 3, 533 , 301 | -

During the current financial reporting period, the group acquired several properties for
redevelopment into residential apartments and a guesthouse for long term and short term rental
purposes.
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
37
8.
Deferred tax asset
Deferred taxes are calculated on all temporary differences under the liability method and are
measured at the tax rates that are expected to apply to the period when the asset is realised or
the liability is settled based on tax rates (and tax laws) that have been substantively enacted by
the end of the reporting period.
The balance at 31 December represents temporary differences attributable to:

| Group
| 2025 | 2024
| € | €
Amortisation of intangible assets | 22,948 | (256,917)
Unabsorbed losses and capital allowances | 224,744 | 616,282
| 247,69 2 | 359,365

9.
Trade and other receivables

| Group | Company
| 2025 | 2024 | 2025 | 2024
| € | € | € | €
Trade receivables | 3 2 5 , 491 | 277,327 | 5,455 | 13,556
Amounts due from shareholders | 126,100 | 464,233 | - | -
Amounts due from related parties | 1, 4 78 , 152 | 508,640 | 5 , 567 , 925 | 514,158
Prepayments and accrued income | 4 09 , 865 | 24,207 | 20,243 | -
Other receivables | 2 42 , 775 | 11,414 | 31,560 | 114
| 2,582,383 | 1,285,821 | 5 , 625 , 183 | 527,828

The amounts due from shareholders and related parties are unsecured, interest free and
repayable on demand.
10.
Inventory

| Group | Company
| 2025 | 2024 | 2025 | 2024
| € | € | € | €
Property for redevelopment | 1,324,302 | - | - | -

During the current financial reporting period, the Group acquired a property for redevelopment
into residential apartments and will be sold upon completion.
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
38
11.
Cash and cash equivalents
Cash and cash equivalents included in the cash flow statement comprise:

| Group | Company
| 202 5 | 2024 | 202 5 | 2024
| € | € | € | €
Bank deposits | 5,698,535 | 309,429 | 5, 25 0 , 833 | 1,323
Less expected credit losses | (39,108) | (1,998) | (36,507) | (6)
| 5,6 59 , 427 | 307,429 | 5,2 1 4 , 326 | 1,317

12.
Share capital

| Company
| 202 5 | 202 4
Authorised | € | €
789,600 Ordinary ‘A’ shares of €1 each | 789,600 | 789,600
3,180,960 Ordinary ‘B’ shares of €1 each | 3,180,960 | 3,180,960
246,667 Non-redeemable preference shares | 246,667 | 246,667
1,000 Ordinary ‘C’ shares of €1 each | 1,000 | -
Closing net book amount | 4,21 8 , 227 | 4,21 7 , 227
Issued and fully paid up | € | €
789,600 Ordinary ‘A’ shares of €1 each | 789,600 | 789,250
3,180,960 Ordinary ‘B’ shares of €1 each | 3,180,960 | 3,179,550
246,667 Non-redeemable preference shares | 246,667 | 246,667
1,000 Ordinary ‘C’ shares of €1 each | 1,000 | -
Closing net book amount | 4,218,227 | 4,215,819

13.
Capital contribution reserve
During the previous financial periods, the Company received a capital contribution from its
shareholders amounting to €20,000 in order to strengthen the financial position of the Company.
During the current financial reporting period, there was an increase of €991,582 which
represents loans from shareholders. These loans are interest free, have no fixed date of
repayment and are only repayable at the option of the company. These loans are expected to
be capitalised during the financial year ending 31 December 2026.
14.
Fair value reserve
The Company has elected to recognise changes in the fair value of certain investments in equity
securities in OCI. These changes are accumulated within the FVOCI reserve within equity. The
Company transfers amounts from this reserve to retained earnings when the relevant equity
securities are derecognised.
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
39
15.
Investments
15.1
Composition of the Group

| Registered office | 202 5 | 2024
Quicklets Property | Cali House, 3 rd Floor, Vjal ir-Rihan San | 100% | 100%
Management Ltd | Gwann |  |
Dowdall (QL) IP Limited | Cali House, 3 rd Floor, Vjal ir-Rihan San | 100% | 100%
| Gwann |  |
Dowdall Holdings (ZH) | Cali House, 3 rd Floor, Vjal ir-Rihan San | 89.80% | 89.80%
Limited | Gwann |  |
Dowdall (ZH) Limited | Cali House, 3 rd Floor, Vjal ir-Rihan San | 89.80% | 89.80%
| Gwann |  |
Dowdall Developments | Cali House, 3 rd Floor, Vjal ir-Rihan San | 100% | 100%
Limited | Gwann |  |
Dowdall Lease Management | Cali House, 3 rd Floor, Vjal ir-Rihan San | 100% | 100%
Limited | Gwann |  |
Dowdall (Real Estate) | Cali House, 3 rd Floor, Vjal ir-Rihan San | 100% | -
Limited | Gwann |  |
QLZH Developments Limited | Cali House, 3 rd Floor, Vjal ir-Rihan San | 100% | -
| Gwann |  |
Merci Development Limited | Cali House, 3 rd Floor, Vjal ir-Rihan San | 100% | 100%
| Gwann |  |

Quicklets Property Management Ltd has further subsidiaries as per below:

| Registered office | 202 5 | 2024
QLC Real Estate Limited | Zanzi Homes, Birkirkara Hill, San Giljan | 87.5% | 87.5%

15.2
Investments in subsidiaries

| Company
| 202 5 | 2024
| € | €
Opening balance | 4,854,835 | 4,850,935
Additions | 70,340 | 3,900
Closing balance | 4,925,175 | 4,854,835

15.3
Other investments at FVOCI

| Group | Company
| € | €
At at 1 January 2024 | 11,317 | -
Fair value movement | 101 | -
At 31 December 2024 | 11,418 | -
At 1 January 2025 | 11,418 | -
Additions | 3,716,870 | 3,716,830
At 31 December 2025 | 3,728,288 | 3,716,830

QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
40
16.
Business combinations
Dowdall (Real Estate) Limited:
On 4 June 2025, QLZH Holding p.l.c acquired 100% of the issued share capital of Dowdall (Real
Estate) Limited (C 63332), a property agency company operating in Malta. The total consideration
payable for the subscription of shares was €68,250.

| €
Fair value of 100% equity holding in Dowdall (Real Estate Limited) | 68,250

The assets and liabilities recognised as a result of the acquisition are as follows:

| €
Property, plant and equipment | 16,144
Other investments | 36
Trade and other receivables | 1,251,987
Cash and cash equivalents | 117,989
Trade and other payables | (1,312,020)
Current tax liability | (2,504)
Net asset value as at acquisition date | 71,632
Net assets acquired | 71,632

QLZH Developments Ltd.
On 9 May 2025, QLZH pl.c. acquired 90.4% of the issued share capital of QLZH Developments Ltd.
(C 108591), a property development company operating in Malta. The total consideration payable
for the subscription of shares was €1,890.
The remaining 9.6% of the issued share capital of QLZH Developments Ltd. was acquired by QLZH
p.l.c. on 10 November 2025 for €200.

| €
QLZH Developments Ltd acquisition value: | 2,090

Details of the purchase consideration as at 9 May 2025 are as follows:

| €
Loan receivable | 141,000
Cash and cash equivalents | 29,091
Inventory | 25,512
Trade and other payables | (241,210)
Net liabilities acquired | (45,608)

QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
41
17.
Trade and other payables

| Group | Company
| 202 5 | 2024 | 2025 | 2024
| € | € | € | €
Non - current |  |  |  |
Other payables | 1,900 | - | - | -
| 1,900 | - | - | -
Current |  |  |  |
Trade and other payables | 340,763 | 264,679 | 7 6 , 640 | 2,262
Amounts due to related parties | 414,985 | - | 521,727 | -
Indirect taxation | 802,320 | 638,997 | 318,642 | 257,011
Advances from customers | 268,000 | - | - | -
Other payables | 297,512 | 127,779 | 41 5 | 2,414
Accruals and deferred income | 7 41 , 96 2 | 254,146 | 217,265 | 24,355
| 2, 86 5 ,54 2 | 1,285,601 | 1, 134 , 6 89 | 286,042

The amounts due to related parties are unsecured, interest free and repayable on demand.
18.
Borrowings

| Group | Company
| 202 5 | 2024 | 2025 | 2024
| € | € | € | €
Non - current |  |  |  |
Loan to third party | - | 196,764 | - | -
Loan to related party | - | - | - | 137,641
Bank loan | 797,136 | 73,496 | 732,291 | -
| 797,136 | 270,260 | 732,291 | -
Current |  |  |  |
Loan to third party | - | 2,027 | - | -
Related party balance | - | 393,020 | - | -
Bank loans | 97,739 | 24,684 | 62,683 | -
Bank overdraft | 152 , 754 | 32,304 | - |
| 250,493 | 452,035 | 62,683 | -

QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
42
18.
Borrowings
- continued
Debt securities in issue
The bonds are measured at the amount of net proceeds adjusted for the amortisation of the difference
between the net proceeds and the redemption value of such bonds.

| Group | Company
| 2025 | 2024 | 2025 | 2024
| € | € | € | €
Face value |  |  |  |
5.5% Secured Callable Bonds 2030-2035 | 12,000,000 | - | 12,000,000 | -
Bond issue costs | (340,195) | - | (340,195) | -
Amortised cost | 11,659,805 | - | 11,659,805 | -

On 24 July 2025, QLZH Holding p.l.c. issued up to 6,800,000 5.5% (Tranche 1) secured callable bonds
2030-2035 of a nominal value of €100 per Bond issued at par. The bond interest is payable annually in
arrears on 22 July of each year, with the first interest payment due on 22 July 2026.
Furthermore, on 4 December 2025, QLZH Holding p.l.c. issued up to 5,200,000 5.5% (Tranche 2)
secured callable bonds 2030-2035 of a nominal value of €100 per Bond issued at par. The bond interest
is payable annually in arrears on 22 July of each year, with the first interest payment due on 22 July
2026.
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
43
19.
Revenue
Revenue represents agency fees on property sales and letting of residential and commercial
properties generated from various branches. The parent company income is derived from
dividends receivable and wages recharged to group entities and to related entities outside the
group.

| Group | Company
| 202 5 | 2024 | 2025 | 2024
| € | € | € | €
Agency fees | 4,58 0 , 446 | 3,105,137 | - | -
Property management |  |  | - | -
and sub-letting income | 483, 695 | - |  |
Dividends received | - | - | 591,370 | 506,609
Wages recharges | - | - | 837,043 | 607,960
| 5,06 4,141 | 3,105,137 | 1,428,413 | 1,114,569

20.
Expenses by nature
The operating profit for the period is stated after charging the following:

| Group | Company
| 202 5 | 2024 | 2025 | 2024
| € | € | € | €
Cost of sales | 2,806,072 | 1,267,600 | - | -
Employee benefit expense | 837,043 | 610,388 | 837,043 | 467,445
Depreciation of property, plant and |  |  |  |
equipment (Note 5) | 57,056 | 52,363 | - | -
Amortisation of intangible assets (Note 6) | 76,788 | 62,496 | 5,933 | -
Depreciation of right of use assets (Note 6) | 298,237 | 107,367 | - | -
Impairment of investment in financial assets | - | 36 | - | -
Annual statutory audit fees | 41,500 | 32,826 | 3,500 | 3,600
Other | 776,188 | 924,686 | 394,666 | 30,149
Total cost of sales, administrative and other |  |  |  |
related expenses | 4, 892 , 884 | 3,057,762 | 1, 241 , 142 | 501,194

21.
Employee benefit expense

| Group | Company
| 202 5 | 2024 | 2025 | 2024
| € | € | € | €
Wages and salaries | 784,843 | 570,908 | 784,843 | 569,484
Social security costs | 52,200 | 39,480 | 52,200 | 38,476
Total employee benefit expense | 837,043 | 610,388 | 837,043 | 607,960

The average number of persons employed by the Group and the Company during the period
amounted to 24 and 24 respectively (2024: 19 and 13 respectively).
QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
44
22.
Directors’ emoluments

| Group | Company
| 202 5 | 2024 | 2025 | 2024
| € | € | € | €
Fees | 45,500 | - | 45,500 | -

Directors’ emoluments are included within ‘administrative and other related expenses’.
23.
Other income

| Group | Company
| 202 5 | 2024 | 2025 | 2024
| € | € | € | €
Management fees and recharges of | 330,602 | 507,820 | 229,783 | -
expenses |  |  |  |
Other income | - | - | 16,664 | -

24.
Finance costs

| Group | Company
| 202 5 | 2024 | 2025 | 2024
| € | € | € | €
Bank loan interest | 7,039 | 7,982 | 3,557 | -
Bond interest | 46,807 | - | 167,802 | -
Bank charges | - | 9,265 | - | -
Other interest | 3 6 , 648 | 13,578 | - | -
Finance cost on finance lease | 53,096 | 21,179 | - | -
| 143,590 | 52,004 | 171,359 | -

25.
Tax expense

| Group | Company
| 202 5 | 2024 | 2025 | 2024
Current tax | € | € | € | €
Deferred tax | 168,729 | (359,365) | - | -
Current tax | - | - | - | -
Witholding tax | 2,532 | - | 2,532 | -
Current tax expense | 171,261 | (359,365) | 2,532 | -

QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
45
25.
Tax expense – continued
The accounting profits and the tax charge for the year are reconciled as shown hereunder:

| Group | Company
| 202 5 | 2024 | 202 5 | 2024
| € | € | € | €
Profit for the year | 1,140,144 | 503,191 | 430,161 | 487,155
Tax on profit at 35% applicable to taxable | 399,050 | 176,117 | 150,556 | 170,504
profits in Malta |  |  |  |
Tax effect of: |  |  |  |
Disallowed expenses | 191,019 | 35,436 | 58,956 | 6,808
Income exempt from tax | (206,980) | - | (206,980) | (177,312)
Gain on revaluation | (273,656) | - | - | -
Rental Income taxed at source | (3,376) | - | - | -
Other adjustment | 3,740 | - | - | -
Deferred tax not recognized | 61,464 | (570,918) | - | -
| 171,261 | (359,365) | 2,532 | -

26.
Cash generated from operations
Reconciliation of operating profit to cash generated from operations:

| Group | Company
| 202 5 | 2024 | 2025 | 2024
| € | € | € | €
Profit after tax | 965,809 | 862,556 | 427,628 | 487,155
Loss from discontinued operations | - | 1,688,413 | - | -
Adjustments for: |  |  |  |
Tax expense | 171,261 | (359,365) | 2,532 | -
Depreciation and amortization | 438,014 | 222,226 | - | -
Amortization of bond issue cost | - | - | 5,933 | -
Finance lease modification | (3,000) |  | - |
Finance lease interest | 53,096 | 21,179 | - | -
Net interest cost | 90,495 | 7,982 | 171,359 | -
Expected credit losses | 25,401 | 8,539 | 45,268 | (13,873)
Dividends received | - | - | (591,370) | (506,609)
Revaluation gains | (781,875) | - | - | -
Share of losses in joint venture | 3,074 | - | 3,074 | -
Changes in working capital: |  |  |  |
Inventory | (1,298,790) | - | - | -
Trade and other receivables | (669,376) | 1,125,622 | (10,730) | (14,013)
Trade and other payables | 804,940 | (2,209,228) | 326,725 | 147,821
Cash (used in)/generated from operations | (200,951) | 1,367,924 | 380,419 | 100,481

QLZH Holding p.l.c.
Annual report and consolidated financial statements
for the year ended 31 December 2025
46
27.
Related party transactions
Companies having the same shareholders and directors are considered by the directors to be
related parties.
During the course of the period, the Company and the Group entered into transactions with
related undertakings all of which arise in the ordinary course of business. The related party
transactions were:

| Group | Company
| 202 5 | 2024 | 202 5 | 2024
| € | € | € | €
Income |  |  |  |
Dividend income | - | - | 591,370 | 506,909
Management fees to related companies outside the |  |  |  |
group | 198,240 | 182,000 | - | -
Wages recharged to group entities | - | 59,340 | 837,043 | 607,947

Balances due to/from shareholders and related parties are disclosed in Notes 9, 17 and 18
respectively. During the year, the parent company declared dividends amounting to EUR
489,870 to its shareholders (2024: EUR 522,941).
28.
Statutory information
QLZH Holding p.l.c. is a limited liability company and is incorporated in Malta, with its registered
address at Cali House, 3
rd
Floor, Vjal ir-Rihan, San Gwann, SGN 9020, Malta.
The parent company of QLZH Holding p.l.c. Is Valletta Hub Limited, a company registered in
Malta, with its registered address at Cali House, 3
rd
Floor, Vjal ir-Rihan, San Gwann, SGN 9020,
Malta.
The directors consider the ultimate controlling party to be Mr. Stephen Mercieca.
QLZH Holding p.l.c.
47
Independent Auditors’ Report
To the shareholders of QLZH Holding p.l.c.
Opinion
We have audited the accompanying consolidated financial statements of QLZH Holding p.l.c., set out
on pages 4 to 40, which comprise the consolidated statement of financial position as at 31 December
2025, and the consolidated statement of profit or loss and other comprehensive income, consolidated
statement of changes in equity and consolidated statement of cash flows for the year then ended, and
notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the consolidated and parent company financial statements of QLZH Holding p.l.c. give a
true and fair view of the Group’s and the Parent Company’s financial position as at 31 December 2025,
and of the Group’s and the Parent Company’s financial performance and cash flows for the year then
ended in accordance with International Financial Reporting Standards (IFRSs) as adopted by the EU,
and have been prepared in accordance with the requirements of the Maltese Companies Act (Cap. 386).
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit
of the Financial Statements section of our report. We are independent of the Group 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 consolidated
financial statements in accordance with the Accountancy Profession (Code of Ethics for Warrant
Holders) Directive issued in terms of the Accountancy Profession Act (Cap. 281) in Malta, and we have
fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the consolidated financial statements of the current year. These matters were addressed
in the context of our audit of the consolidated financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
QLZH Holding p.l.c.
48
Independent Auditors’ Report (continued)
Key Audit Matters (continued)
Impairment Assessment of Goodwill – note 6
The Group’s consolidated statement of financial position includes goodwill of €2.6 million, representing
approximately 55% of total non-current assets. In accordance with IAS 36
Impairment of Assets
,
goodwill is required to be tested for impairment annually or more frequently if indicators of impairment
are identified.
Management determined the recoverable amount of the cash-generating unit (CGU) to which goodwill
is allocated based on its value in use, using a discounted cash flow model. This assessment involves
significant judgment in respect of key assumptions, including forecast revenue growth rates, operating
margins, and the discount rate applied. Due to the materiality of the goodwill balance and the sensitivity
of the value in use calculation to these assumptions, we considered this to be a key audit matter.
Our audit procedures included:

Evaluating the design and implementation of relevant controls over the impairment assessment
process.

Assessing the valuation methodology used by management in estimating the recoverable
amount.

Testing the reasonableness of key assumptions, including forecast revenues and margins, by
reference to historical results and external market data.

Performing sensitivity analyses on key assumptions to evaluate the impact of reasonably
possible changes.

Evaluating the adequacy of the disclosures made in Note 6, particularly in relation to the key
assumptions and sensitivities.
Borrowings – Note 18
The Group has issued a bond on the capital market, which represents a significant portion of its financial
liabilities and is material to the consolidated financial statements. The accounting for this bond requires
consideration of the completeness and accuracy of the recorded liability, the recognition of interest
expense using the effective interest method, and the amortisation of transaction costs over the term of
the instrument. Accordingly, this area was considered to be a key audit matter.
Our audit procedures in this area included, among others:

Obtaining an understanding of the bond issuance and reviewing relevant contractual
documentation to assess the terms and conditions of the instrument;

Testing the completeness and accuracy of the bond balance recorded in the financial
statements;

Evaluating the application of the effective interest method, including recalculating interest
expense and accruals; and

Assessing the accounting treatment and amortisation of bond issue costs in accordance with
applicable financial reporting standards.
QLZH Holding p.l.c.
49
Independent Auditors’ Report (continued)
Other Information
The directors are responsible for the other information. The other information comprises of Company
Information and the Report of the Directors. Our opinion on the consolidated financial statements does
not cover this information. In connection with our audit of the financial statements, our responsibility is
to read the other information and, in doing so, consider whether the other information is materially
inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated.
With respect to the Report of the Directors, we also considered whether the Report of the Directors
includes the disclosures required by Article 177 of the Maltese Companies Act (Cap. 386). Based on
the work we have performed, in our opinion:

the information given in the 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 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
QLZH Holding p.l.c.
50
I
ndependent Auditors’ Report (continued)
Responsibilities of the Directors
The directors are responsible for the preparation of the consolidated 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 the
consolidated financial statements that are free from material misstatement, whether due to fraud or
error.
In preparing the consolidated financial statements, the directors are responsible for assessing the
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 Company or to cease operations, or have no realistic alternative but to do so.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’
report that includes our opinion. Reasonable assurance is a high level of assurance, but 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 consolidated 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.

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 auditors’ report to the related disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditors’ report. However, future events or conditions
may cause the Company to cease to continue as a going concern.
QLZH Holding p.l.c.
51
Independent Auditors’ Report (continued)
Auditors’ Responsibilities for the Audit of the Financial Statements (continued)

Evaluate the overall presentation, structure and content of the consolidated financial
statements, including the disclosures, and whether the consolidated financial statements
represent the underlying transactions and events in a manner that achieves fair presentation.
Report on Corporate Governance
The Prospects MTF Rules of the Malta Stock Exchange 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 Prospects MTF Rules of the Malta Stock Exchange also require the auditors 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 return.
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 return.
In our opinion, the Statement of Compliance set out on pages 4 to 8 has been properly prepared in
accordance with the requirements of the Prospects MTF Rules of the Malta Stock Exchange.
We also read other information contained in the Annual Report and consider whether it is consistent
with the audited financial statements.
Our responsibilities do not extend to any other information.
QLZH Holding p.l.c.
52
Independent Auditors’ Report (continued)
Report on Other Legal and Regulatory Requirements
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 have responsibilities under the Companies Act (Cap. 386) enacted in Malta to report to you if, in our
opinion:

The information given in the Report of the Directors is not consistent with the consolidated
financial statements.

Adequate accounting records have not been kept, or that returns adequate for our audit have
not been received from branches not visited by us.

The financial statements are not in agreement with the accounting records and returns.

We have not received all the information and explanations we require for our audit.

Certain disclosures of directors’ remuneration specified by law are not made in the financial
statements, giving the required particulars in our report.
We have nothing to report to you in respect of these responsibilities.
Bernard Charles Gauci (Partner) for and on behalf of
CLA Malta
Certified Public Accountants
Msida
Malta
28 April 2026