Juel Group PLC - 485100T71HGPIVIIF136

JUEL GROUP P.L.C.

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

Directors’ Report

FOR THE YEAR ENDED 31 DECEMBER 2025

The Directors present their report together with the audited parent Company financial statements and the Group’s consolidated financial statements of Juel Group p.l.c. for the year ended 31st December 2025.

Principal Activities

The main activity of Juel Group p.l.c. is to hold investments in subsidiary and associate companies and to raise financial capital from the capital markets to finance the subsidiary companies.

The Group operates across two distinct business segments: property development and hotel operations.

The hotel segment commenced operations in November 2024 following the completion of development and pre-opening preparations of the Hyatt Centric, St Julians.

Review of the Business

1.Hyatt Centric

Juel Hospitality Limited commenced operations in November 2024 with the opening of the Hyatt Centric Malta in St. Julian's. The year ended 31st December 2025 was the first full year of operation for the Hyatt Centric and the hotel, comprising 170

guest rooms, generated €8,764,620 in revenue, marking a successful entry into the hospitality sector. The Directors anticipate that, as the hotel continues to establish its presence in the market, it will contribute positively to the Group's revenue streams in the forthcoming periods.

2.Property Development Projects

Muscat Holdings (II) Limited has two property developments in Marsascala, with the following status:

Portoscala in Triq Il-Bahhara, Marsascala

Portoscala consists of twenty-eight (28) residential units spread across five floors within two blocks, complemented by thirty-four (34) garages at basement levels, five (5) stores, and one (1) commercial unit. This development was fully completed in March 2024. As at 31st December 2025, twenty-six (26) apartments and twenty nine (29) garages were contracted. Furthermore, two (2) apartments and five (5) garages were under a preliminary agreement.

Solea in Triq Il-Hut, Marsascala

This project consists of twenty-five (25) residential units and eighteen (18) lock-up garages. The property was placed on the market upon completion of the finishing works in Q3 of 2024. As at 31st December 2025, all the apartments and seventeen (17) garages were contracted. Furthermore, one (1) garage was under preliminary agreement.

Muscat Holdings Limited has two property development projects, previously rented out, which were placed on the market for sale during the year ended 31st December 2025. These two projects had the following status:

Avian Hill in Kappara

Avial Hill consists of ten (10) residential units, one (1) commercial space and one (1) lock-up garage. As at 31st December 2025, two (2) residential units were contracted whilst seven (7) residential units were under a preliminary agreement.

Wigna Rail in Birkirkara

Wigna Rail consists of fourteen (14) residential units and fourteen (14) garages. As at 31st December 2025, five (5) residential units and two (2) garages were contracted whilst nine (9) residential units and three (3) lock-up garages were under a preliminary agreement.

JUEL Holdings Limited has one property development project, previously rented out, which was placed on the market for sale during the year ended 31st December 2025. This project had the following status:

JUEL GROUP P.L.C.

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

Fairwinds in Hal-Luqa

Fairwinds consists of ten (10) residential units and ten (10) garages. As at 31st December 2025, three (3) residential units were contracted whilst seven (7) residential units and six (6) garages were under a preliminary agreement.

3.Other Developments

In February 2023, ACMUS Property Development Limited (C-104599) (previously named ACMUS Group Limited) was established as a joint venture between The Ona Property Development Ltd (C 82490) and Muscat Holdings (II) Limited holding, the latter holding a 50.00% share as at 31st December 2024.

On 19th February 2025, ACMUS P.L.C. (C-111213) was incorporated under the terms of the Maltese Companies Act, 1995. In July 2025, ACMUS P.L.C. (C-111213) acquired 100% direct shareholding in ACMUS Property Development Limited through an exchange of shares it issued to The Ona Property Development Limited (C-82490) and Muscat Holdings (II) Limited for a consideration of €3,075,926. Both The Ona Property Development Limited (C-82490) and Muscat Holdings (II) Limited hold a 50.00% share each in ACMUS P.L.C. (C-111213) as at 31 December 2025. Furthermore, on 19th February 2025 ACMUS Properties Limited (C-111221) was incorporated under the terms of the Maltese Companies Act, 1995. ACMUS Properties Limited (C-111221) is fully owned by ACMUS P.L.C. (C-111213)

ACMUS Property Development Limited and ACMUS Properties Limited focus on property acquisition and development for resale. As of 31st December 2025, these two companies were developing eight (8) sites—two (2) in Mgarr, one (1) in Mosta, two (2) in St. Julian’s, two (2) in St Paul’s Bay and one (1) in Marsascala. One of the Mgarr projects has been completed, whilst the remaining sites were being developed.

4.Property Rentals

During the year under review, the Directors decided to focus solely on the hospitality and property development business and exit the rental business.

Bonds in Issue

As of 31st December 2025, the Group had a publicly listed bond in issue, namely the Juel Group plc 5.5% Secured Bonds 2035, which was issued pursuant to a Prospectus dated 6th June 2023 and admitted to trading on the Malta Stock Exchange on 4th July 2023.

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

Notes in Issue

On 8th April 2024, the Company obtained regulatory approval for a Note Issuance Programme of up to €5,000,000 in Unsecured Notes due between 2027 and 2029. The notes were fully subscribed to upon their issue in two tranches in April and May 2024.

Principal Risks and Uncertainty

The Company is dependent on the performance of its subsidiaries.

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

JUEL GROUP P.L.C.

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

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

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

Events Subsequent To The Reporting Period

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

Results and Dividends

For the year ended 31st December 2025, the Group generated a turnover of €23,978,260 (2023: €6,600,171), comprising €8,764,620 (2024: €612,738) from hotel operations, € NIL (2024: €671,534) from property rentals, €15,213,640 (2024: €5,315,900) from property development.

After accounting for direct costs amounting to €16,482,426 (2024: €4,177,689), the Group achieved a gross profit of €7,495,834 (2024: €2,422,482). Administrative expenses for the year stood at €1,054,055 (2024: €530,657) and other income amounting to €11,710 (2024: expense of €961) resulting in an operating profit of €6,441,779 (2024: €1,891,825).

Finance income and finance costs amounted to €NIL (2024: €65,480) and €2,531,229 (2024: €198,751), respectively. The Group also accounted for a profit of €2,248,298 (2024: 4,785,896) from equity-accounted investees. Depreciation costs were equal to €3,520,205 (2024: €550,888) leading to a profit before tax of €2,650,353 (2024: € 5,992,601).

Following a taxation credit of €2,153,571 (2024: €492,185 deduction), the profit for the year after income tax amounted to €4,803,924 (2024: €5,500,416).

The Directors do not recommend the payment of a dividend.

Directors and Company Secretary

Directors during the year were:

•Adrian Muscat (Executive Chairman and Executive Director)

•Justin Cutajar (Executive Director)

•Mario Camilleri (Independent Non-Executive Director)

•Robert C. Aquilina (Independent Non-Executive Director)

•Dennis Gravina (Independent Non-Executive Director)

•Dr Karen Coppini (Company Secretary)

JUEL GROUP P.L.C.

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

Statement of Directors’ Responsibilities

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

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

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

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

•Make judgements and estimates that are reasonable and prudent;

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

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

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

The Annual report and consolidated financial statements of Juel Group plc for the year ended 31st December 2025 are made available on the Company’s website (juel.mt). The Directors are responsible for the maintenance and integrity of the financial statements on the website. In view of their responsibility for the controls over and the security of the website, access to information published is available in other countries and jurisdictions, where legislation governing the preparation and dissemination of financial statements may differ from requirements or practice in Malta.

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

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

Going Concern Statement pursuant to Capital Markets Rule 5.62

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

Company Auditor

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

Signed on behalf of the Board of Directors on 29th April 2026 by Mr. Adrian Muscat and Mr. Mario Camilleri as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.

JUEL GROUP P.L.C.

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

CORPORATE GOVERNANCE - STATEMENT OF COMPLIANCE

Applicable Corporate Governance Code

The Company has designed and implemented a Corporate Governance Code (the ‘Code’) based on the Principles of Good Corporate Governance established by CMR 5.92 to CMR 5.97 of Chapter 5 of the Maltese Capital Markets Rules (‘CMR’) issued by the Malta Financial Services Authority (‘MFSA’) and the Code of Principles of Good Corporate Governance contained in Appendix 5.1 to the said Chapter (the ‘Appendix’). Endorsed by the Board on the 27 April 2023, the Code is intended to provide proper incentives to the Company’s Board and Management to pursue good governance in its day-to-day operations, in the interest of the Company, its Shareholders and Stakeholders. The Company reviewed the Code in March 2026 to take into account the General Code of Conduct for Decision Makers in the Financial Services Industry introduced by the MFSA on the 13th January 2026 as best practice to ensure integrity, accountability, transparency, compliance, respect and fairness.

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

In terms of CMR 5.97.1 signed Code (as updated) is available for inspection by the public at the registered office of the Company.

Composition of Board - CMR 5.97.7

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

In accordance with Article 2 of the Code, the first Chairman of the Company was Mr. George Muscat. Following his demise on the 22nd September 2023, the Board of Directors resolved on 16th October 2023 to appoint the Company’s Independent Non-Executive Director Mr. Robert C. Aquilina as interim Chairman of the Company until the next Annual General Meeting. During a meeting of the Board of Directors held after the Annual General Meeting on the 8th May 2024, the Board resolved to appoint Mr. Adrian Muscat as Executive Chairman of the Company. The Executive Chairman is supported by Executive Director Mr. Justin Cutajar in the day to day running of the Company and the Group.

The Company’s Memorandum of Association provides that the Board of Directors of the Company shall consist of a minimum of three (3) directors and a maximum of five (5) directors.

The present directors of the Company are:

•Mr. Adrian Muscat – Executive Chairman

•Mr. Justin Cutajar – Executive Director

•Mr. Robert C. Aquilina – Independent Non-Executive Director

•Mr. Mario Camilleri – Independent Non-Executive Director

•Mr. Dennis Gravina – Independent Non-Executive Director

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

In terms of the Company’s Articles of Association an election of directors shall take place every year and all directors, except the managing director, shall retire from office once at least in each three (3) years, but shall be eligible for re-election. In terms of the Article 103.1 of the Articles of Association of the Company any member or number of members who in aggregate holds

JUEL GROUP P.L.C.

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

not less than twenty percent (20%) of the shares having voting rights in the Company shall be entitled to nominate fit and proper persons for the appointment as Directors of the Company.

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

Committees – Audit Committee - CMR 5.97.7

The Composition of the Audit Committee

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

The Audit Committee is presently composed of:

Mr. Mario Camilleri (Chairman, Independent Non-Executive Director)

Mr. Robert C. Aquilina (Independent Non-Executive Director)

Mr. Dennis Gravina (Independent Non-Executive Director)

Mr. Mario Camilleri, the Chairman of the Audit Committee, is considered by the Company to be competent in accounting and/or auditing. The Company considers that as a whole the Audit Committee have the required competence relevant to the sector which the Company is operating in.

In line with its Terms of Reference dated 22nd May 2023, the Audit Committee shall establish internal procedures and monitor the effectiveness of the Company’s internal quality control and risk management systems, monitor the financial reporting process including the statutory audit, the performance, findings and conclusions together with any reports prepared by the statutory auditors which are submitted to the Audit Committee. It shall also be required to review and monitor the independence of the statutory auditors of the Company and recommend their re-appointment or otherwise in accordance with the Statutory Audit Regulation. The Audit Committee, as a sub-committee of the Board, shall consider the arm’s length nature of transactions and give due consideration as to whether transactions are considered to be Material Related Party Transactions or whether these are being taken in the ordinary course of the Group’s business. It is empowered to approve or otherwise such Material Related Party Transaction.

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

Committees – Evaluation Committee

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

Committees – Remuneration and Nomination Committee

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

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

JUEL GROUP P.L.C.

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

Board and Committee meetings

The Board of Directors met formally on eight (8) occasions whilst the Audit Committee of the Company met formally on nine (9) occasions during the reporting period. In terms of Article 9 of the Code, the Chairman of the Audit Committee is answerable to the Annual General Meeting. The Company held its Annual General Meeting on the 30 July 2025 and held an Extraordinary General Meeting on the 06 August 2025. The Audit Committee reports directly to the Board. In particular, the Chairman of the Audit Committee is required to report any significant findings and recommendations which the Audit Committee has to the Board after each Audit Committee meeting.

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

Remuneration Statement

In accordance with Article 121 of the Articles of Association of the Company, the maximum aggregate emoluments of all directors in any financial year and any increases thereto shall be such amount as may from time to time be determined by the Company in the General Meeting and any notice convening the General Meeting during which an increase in the maximum amount of such aggregate emoluments shall be proposed, shall contain a reference to that fact. During the period under review, the Non-Executive Directors of the Company received €43,500 (2024 - €36,000) in aggregate for the services rendered during 2025. No part of the remuneration paid to the directors is performance based. None of the Non-Executive Directors, in their capacity as a Director of the Company, is entitled to profit-sharing, share options or pension benefits.

Relations with Shareholders and the Market

In line with Principle 9 of the Appendix, the Company issues Company announcements to enable investors to make informed investment decisions in terms of the CMR.

To support transparency and effective planning for shareholders, analysts, financial intermediaries, bondholders, and other stakeholders the Company published its Corporate Calendar for the year 2026 setting out the principle planned dates of periodic financial information, shareholder meetings and other key investor-related communications.

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

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

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

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

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

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

JUEL GROUP P.L.C.

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

Statement of Profit or Loss and Comprehensive Income

	Notes	Group	Group	Company	Company
		2025	2024	2025	2024
		€	€	€	€
Revenue	4.1	23,978,260	6,600,171	-	79,800
Operating expenses	4.3	(16,482,426)	(4,177,689)	-	-
Administrative expenses	4.3	(1,054,055)	(530,657)	(123,783)	(200,165)
Share of profit in associate and joint venture	8.2	2,248,298	4,785,896	2,291,908	4,862,797
Depreciation	5.2	(3,520,205)	(550,888)	-	-
Finance costs	11.5	(2,531,229)	(198,751)	(2,211,468)	(2,105,687)
Interest Income	13.2	-	65,480	2,270,000	2,232,374
Other income/ (expense)	13.3	11,710	(961)	-	-
Profit before tax		2,650,353	5,992,601	2,226,657	4,869,119
Income tax	13.1	2,153,571	(492,185)	-	(10,456)
Profit for the year – Total comprehensive income		4,803,924	5,500,416	2,226,657	4,858,663
Attributable to:
Equity holders of the Company		4,803,924	5,500,416	2,226,657	4,858,663

JUEL GROUP P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

Statement of financial position

	Notes	Group	Group	Company	Company
ASSETS AND LIABILITIES		2025	2024	2025	2024
Non-current assets
Property, plant and equipment	5.2	48,924,726	50,482,954	-	-
Investment property	6	-	11,800,000	-	-
Deferred tax asset	13.1	3,144,016	6,428	6,256	6,256
Investment in associate and joint venture	8	21,827,432	16,083,514	18,332,942	16,041,034
Investment in subsidiaries	8	-	-	10,948,390	10,948,390
Trade and other receivables	10.6	134,950	2,578,898	35,733,794	35,197,199
		74,031,124	80,951,794	65,021,382	62,192,879
Current Assets
Inventories	7.1	12,225,182	9,132,538	-	-
Trade and other receivables	10.6	954,278	869,958	3,893,135	4,518,461
Current tax assets		9,705	-	-	-
Cash at bank and in hand	10.8	2,838,999	2,151,346	254,333	965
		16,028,164	12,153,842	4,147,468	4,519,426
Total Assets		90,059,288	93,105,636	69,168,850	66,712,305
Equity and Liabilities
Equity
Share capital	15.1	19,066,227	19,066,227	19,066,227	19,066,227
Other reserves		(17,970)	(17,970)	-	-
Retained earnings		14,648,113	9,844,189	10,362,677	8,136,020
Share premium		1,892,355	1,892,355	1,892,355	1,892,355
		35,588,725	30,784,801	31,321,259	29,094,602
Current liabilities
Borrowings	11.4	3,119,250	3,047,495	-	-
Trade and other payables	11.7	8,352,766	13,306,069	1,524,381	1,424,537
Income tax liability		11,290	51,509	11,290	7,714
		11,483,306	16,405,073	1,535,671	1,432,251
Non-current liabilities
Borrowings	11.4	37,961,920	42,824,685	36,311,920	36,185,452
Trade and other payables	11.7	4,262,153	2,147,077	-	-
Deferred tax liability	13.1	763,184	944,000	-	-
		42,987,257	45,915,762	36,311,920	36,185,452
Total Liabilities		54,470,563	62,320,835	37,847,591	37,617,703
Total Equity and Liabilities		90,059,288	93,105,636	69,168,850	66,712,305

The financial statements were approved and authorised for issue by the Board of Directors on 29 April 2026. The financial statements were signed on behalf of the Board of Directors by Mr. Adrian Muscat (Director) and Mr. Mario Camilleri (Director) as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Report and Financial Statement.

JUEL GROUP P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

Statement of Changes in Equity

	Share Capital	Share Premium	Retained Earnings	Other reserves	Total
	€	€	€	€	€
Group
Balance at 1 January 2024	19,066,227	1,892,355	4,343,773	(17,970)	25,284,385
Profit for the year	-	-	5,500,416	-	5,500,416
Balance at 31 December 2024	19,066,227	1,892,355	9,844,189	(17,970)	30,784,801

Profit for the year	-	-	4,803,924	-	4,803,924
Balance at 31 December 2025	19,066,227	1,892,355	14,648,113	(17,970)	35,588,725

Share Capital

Share Premium

Retained Earnings

Total

€

Company

Balance at 1 January 2024

19,066,227

1,892,355

3,277,357

24,235,939

Profit for the year

4,858,663

Balance at 31 December 2024

19,066,227

1,892,355

8,136,020

29,094,602

Profit for the year

2,226,657

Balance at 31 December 2025

19,066,227

1,892,355

10,362,677

31,321,259

JUEL GROUP P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

Statement of Cashflow

		Group	Group	Company	Company
		2025	2024	2025	2024
	Notes	€	€	€	€
Cashflow from operating activities
Profit before taxation		2,650,353	5,992,601	2,226,657	4,869,118
Adjustments for:
Depreciation	5.2	3,520,205	550,888	-	-
Finance costs	11.5	2,531,229	190,274	2,211,468	2,115,721
Share of profit of equity accounted investees, net of tax	8.2	(2,248,298)	(4,785,897)	(2,291,908)	(4,862,797)
Finance income	13.2	-	(65,480)	(2,270,000)	(2,232,374)
Net cash from operating activities		6,453,489	1,882,386	(123,783)	(110,332)
Movement in inventory	7.1	8,873,874	(274,253)	-	-
Movement in trade and other receivables	10.6	(219,270)	2,220,477	88,731	(15,906)
Movement in trade and other payables	11.7	(3,014,615)	10,301,222	99,844	191,244
Cash generated from operations		12,093,478	14,129,832	64,792	65,006
Finance costs	11.5	(2,404,761)	(2,305,485)	(2,211,468)	(2,115,721)
Income tax	13.1	(1,164,827)	(475,344)	3,576	(7,141)
Cash generated from/(used in) operating activities		8,523,890	11,349,003	(2,143,100)	(2,057,856)
Cashflow from investing activities
Payments to acquire PPE	5.2	(2,128,495)	(21,760,382)	-	-
Finance income	6	-	65,480	2,270,000	2,232,374
Investment in joint venture	13.2	(916,732)	-	-	-
Net cashflows (used in)/ generated from investing activities		(3,045,227)	(21,694,902)	2,270,000	2,232,374
Cashflow from financing activities
Movement in related party balances		-	-	126,468	(12,910,350)
Movement in third party loans		(150,000)	2,000,000
Movement in related party borrowings		-	(947,639)	-	-
Movement in bank borrowings		(4,951,305)	(2,029,033)	-	-
Notes issuance	11.4	-	4,185,452	-	4,185,452
Net cashflows (used in)/ generated from financing activities		(5,101,305)	3,208,780	126,468	(8,724,898)
Net movement in cash and cash equivalents		377,358	(7,137,119)	253,368	(8,550,380)
Cash and cash equivalents at beginning of year		2,151,346	9,288,465	965	8,551,345
Cash and cash equivalents at end of year		2,528,704	2,151,346	254,333	965

JUEL GROUP P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

Notes to the financial statements

1.General Information

1.1.Information about the parent company

Juel Group P.L.C (C-101395) is a public limited liability Company and is incorporated and domiciled in Malta. Its registered office is disclosed in the Report of the Directors.

1.2.Information about the Group

The consolidated financial statements comprise Juel Group P.L.C and its subsidiaries (together referred to as the ‘Group’). The Group owns the Hyatt Centric Hotel in St. Julians which it operates under a franchise agreement, and is involved in the development, construction and sale of properties.

The Group’s subsidiaries as at 31 December 2025 and 2024 are shown below. For each subsidiary, the percentage of equity held corresponds to the percentage voting rights held by the Group.

		2025	2024
Subsidiary	Principal activity	% holding	% holding
Juel Holdings Limited	Real estate	99.99	99.99
Juel Hospitality Limited	Hotel management	99.99	99.99
Muscat Holdings Limited	Real estate	99.99	99.99
Muscat Holdings II Limited	Real estate	99.82	99.82

All subsidiaries have a registered address at Hyatt Centric Malta, Triq Santu Wistin, San Giljan.

The Group also holds investments in associates, which are shown below. For each associate, the percentage of equity held corresponds to the percentage voting rights held by the Group.

			2025	2024
Associates and Joint venture	Principal activity	Registered address	% holding	% holding
Associates
GAP Group Investments (II) Limited	Real estate	PLAN Group head office, triq il – Wirt Naturali, Bahar ic-Caghaq, Naxxar	33.33	33.33
Joint Venture
Acmus Group P.L.C	Real estate	Hyatt Centric Malta, Triq Santu Wistin, San Giljan	50%	-

Further information on the subsidiaries, associates and joint venture is disclosed in note 8.1 and 8.2

1.3Basis of preparation

Compliance with IFRS and with the Maltese Companies Act

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

Cost convention and presentation currency

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

Voluntary change in accounting policy

With effect from these financial statements, the Group has elected to present its notes by giving prominence to the areas of its activities that the directors consider to be most relevant to an understanding of the Group’s financial performance and financial position. This change in accounting policy has impacted the systematic manner in which notes are grouped within the financial statements, but has not had any impact on the amounts recognised within the financial statements.

JUEL GROUP P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

1.3.Information about the Group – continued

Voluntary change in accounting policy - continued

Prior to the change in accounting policy, the notes to the financial statements were grouped following the order of the line items in the statement of financial position, income statements and statements of other comprehensive income and cash flows. Comparative information has been presented and disclosed in a manner that complies with this year’s presentation.

Use of judgements and estimates

The preparation of financial statements requires the use of accounting estimates which, by definition, will likely differ from the actual results. Management also needs to exercise judgement in applying the group’s accounting policies.

This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to final outcomes deviating from estimates and assumptions made. Information about key judgements made in applying accounting policies, together with estimates made at the reporting date, that have the most significant effects on the amounts recognised in these consolidated financial statements is disclosed in the following notes:

a)Note 10.9, credit risk: estimates and assumptions made in measuring expected credit loss allowances on loans and advances.

b)Note 13.1, taxes: judgement made in determining the amount of deferred tax asset that can be recognised.

c)Note 7.2 NRV of inventories – estimates and assumptions made in determining the NRV of properties held for re-sale

1.4Going Concern

The Group registered total revenue of €23,978,260 (2024: €6,600,171), representing proceeds from the sale of properties which have been fully developed during the current year and from the operations of the Hyatt Centric Hotel. The Group reported profit before tax of €2,650,353 (2024: €5,992,595) as shown in the Statement of profit or loss.

The Company registered interest income of €2,270,000 (2024: 2,232,374) representing interest charge on bond and notes proceeds advanced to subsidiaries and share of profits in associates of €2,291,908 (2024: €4,862,797). The Company registered profit before tax of €2,226,657 (2024: €4,869,119).

As at 31 December 2025, the Company’s current assets exceeded current liabilities by €2,611,797 (2024: €3,087,175). Given the nature of the Company and its function within the Group, of which it is the ultimate parent company, the Company is dependent on the Group for financial support.

As at 31 December 2025, the Group’s current assets exceeded its current liabilities by €4,544,858 (2024: current liabilities exceed its current assets by €4,251,238) whereas the Group’s total assets exceeded its total liabilities by €35,588,718 (2024: €30,784,794).

The Directors have prepared a cashflow forecast for the Juel Group P.L.C covering 48 months from the reporting date, considering significant events and transactions that have occurred or are expected to occur subsequent to period end. The cash flow forecasts include expected proceeds from the sale of properties, earnings from hotel operations and dividends from associates. A portion of the forecast sales relates to properties for which deposits have already been secured. These deposits were received prior to the reporting date and are recognised as advance deposits within liabilities in the statement of financial position.

The forecasts also take into account the repayment of bank borrowings obtained to part-finance certain development projects. These borrowings are contractually repayable upon the sale of the related properties. In addition, the forecasts include the repayment of interest arising from bond and notes issuances.

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

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

JUEL GROUP P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

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

In 2025, the Group adopted new standards, amendments and interpretations to existing standards that are mandatory for the Group’s accounting period beginning on 1 January 2025. The Group has applied the following amendments for the first time for its annual reporting period commencing from 1 January 2025:

•The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability – Amendments to IAS 21

The adoption of these revisions to the requirements of IFRSs as adopted by the EU did not result in substantial changes to the Group’s and the Company’s accounting policies.

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

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

IFRS 18 Presentation and Disclosure in Financial Statements

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

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

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

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

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

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

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

IFRS 19 Subsidiaries without Public Accountability:

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

JUEL GROUP P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

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

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

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

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

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

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

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

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

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

4.Revenue and operating segments

The Group earns revenue from operations within the property and hospitality industry. Revenue is recognised in accordance with the policies set out below. Wherever the Group collects the transaction price in advance of providing the related service or good, the Group does not adjust the transaction price for a significant financing component, as the period between receipt of payment and transfer of services or goods is typically less than one year.

Hospitality

The Group generates revenue from the provision of hotel accommodation (bed nights) and food and beverage (“F&B”) services to guests. Accommodation and F&B services are considered distinct performance obligations, as they are separately identifiable and can be consumed independently by customers. Revenue from this income stream is recognised when control of the services is transferred to the customer:

Accommodation revenue is recognised over time, on a straight-line basis over the period of the guest’s stay, as the customer simultaneously receives and consumes the benefits.

F&B revenue is recognised at a point in time when the goods or services are delivered to the customer.

In practice, both accommodation and F&B revenue are typically recognised within the same period as the guest stay.

The transaction price reflects the consideration to which the Group expects to be entitled, net of discounts, rebates and value added tax. Payments are often received in advance of the stay. Amounts received in advance of the provision of services are recognised as contract liabilities and released to revenue when the related services are provided.

Costs incurred to obtain contracts with customers, including commissions payable to online travel agents and other intermediaries, are expensed as incurred. The Group applies the practical expedient in IFRS 15 permitting such costs to be recognised as an expense when incurred, as the amortisation period of the related asset would be one year or less.

Real estate and development

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

JUEL GROUP P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

4.1Disaggregation of revenue from contracts with customers

	Notes	Group	Group	Company	Company
		2025	2024	2025	2024
		€	€	€	€
Management fees		-	-	-	79,800
Hospitality segment
Accommodation		7,593,969	1,162,817	-	-
Food and Beverage		1,114,835	111,362	-	-
Other ancillary services		55,816	10,092	-	-
Real estate
Sale of properties		15,213,640	5,315,900	-	-
		23,978,260	6,600,171	-	79,800

The Group has recognised the following liabilities relating to contracts with customers:

	Notes	Group	Group	Company	Company
		2025	2024	2025	2024
		€	€	€	€
Advance deposits – hospitality		15,170	27,350	-	-
Advance deposits – real estate		1,245,670	564,887	-	-
		1,260,840	592,237	-	-
Revenue that that was included as advance deposit balance at the beginning of the period
Hospitality operations		27,350	-	-	-
Real estate		564,887	150,377	-	-
		592,237	150,377	-	-

4.2Expenses by nature

	Group	Group	Company	Company
	2025	2024	2025	2024
	€	€	€	€
Laundry	198,082	21,857	-	-
Wages and salaries	2,705,637	588,541	62,910	54,723
Uniforms	228,664	16,881	-	-
Cost of property sold	10,197,970	3,099,113	-	-
Compensations and complimentary	195,598	9,068	-	-
Franchise fees	313,705	27,793	-	-
Repairs and maintenance	114,915	7,320	-	-
Water and electricity	303,181	73,926	-	-
Decorations	100,967	5,121	-	-
Cost of food & beverage	431,728	90,402	-	-
Commission fees	1,439,001	254,372	-	-
Stock exchange charges	35,443	6,638	35,443	6,638
Staff welfare and training	90,439	26,761	-	-
Management fees	340,171	2,052	-	-
Legal and professional fees	58,132	115,531	302	91,708
Other expenses	782,848	362,970	25,128	47,096
	17,536,481	4,708,346	123,783	200,165

Other expenses relate to various expenses with the largest expense within this category amounting t0 €93,397 in relation to sub-contractors (2024: €8,447).

JUEL GROUP P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

4.Revenue and operating segments – continued

4.3Segment information

2025	Hospitality Operations	Property Trading	Unallocated	Total
	€	€	€	€
Revenue	8,737,583	15,240,677	-	23,978,260
Segment profit	2,471,039	4,094,523	(123,783)	6,441,779
Other operating income	-	6,000		6,000
Group EBITDA	2,471,039	4,100,523	(123,783)	6,447,779
Depreciation	(3,520,205)	(31,324)		(3,520,205)
Finance costs	(2,192,836)	(338,393)		(2,531,229)
Investment income	5,710	-		5,710
Share of profit in associates and joint venture		110,020	2,138,279	2,248,298
Profit before taxation	(3,204,968)	3,840,826	2,014,495	2,650,353
Tax credit/ (charge)	3,138,569	(984,998)	-	2,153,571
Profit for the year	(66,399)	2,855,828	2,014,495	4,803,924
Segment assets	53,584,715	36,193,868	280,705	90,059,288
Segment liabilities	(46,881,369)	(6,236,534)	(1,352,663)	(54,470,566)

JUEL GROUP P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

5.Property, Plant and Equipment

5.1Measurement of different classes of property, plant and equipment

Property, plant and equipment comprise a 171-room, hotel operating under the Hyatt Centric Malta brand, including the related building structure, guest facilities, furniture, fixtures, equipment, and other operational assets necessary for the hotel’s operations.

Property, plant and equipment is initially recorded at cost and subsequently stated at historical cost less depreciation and impairment losses, if any.

Depreciation commences when the depreciable assets are available for use and is charged to profit or loss so as to write off the cost or revalued amount, less any estimated residual value, over their estimated useful lives, using the straight-line method, on the following bases:

Buildings	2%
Mechanical, electrical & installations	20%
Furniture, fixtures and fittings	10%
Equipment	7% – 20%

Freehold land is not depreciated as it is deemed to have an indefinite life. The depreciation method applied, the residual value and the useful life are reviewed, and adjusted if appropriate, at the end of each reporting period.

Assets are reclassified from property, plant and equipment to inventory when there is a change in use, evidenced by a decision to sell the assets in the ordinary course of business.

Property, plant and equipment, including furniture and fittings, is transferred to inventory when such assets are no longer held for use in the production of services but are intended for sale. These assets are reclassified at their carrying amounts at the date of transfer, which becomes their deemed cost under IAS 2 Inventories. Subsequent to reclassification, such assets are measured in accordance with IAS 2 Inventories, at the lower of cost and net realisable value.

5.2Analysis of balance

Group	Land	Buildings	Mechanical, Electrical & installations	Equipment	Furniture, fixtures and finishings	Total
	€	€	€	€	€	€
Cost
At 1 January 2024	20,900,413	6,044,054	19,600	19,960	289,438	27,273,465
Additions	-	1,946,125	11,506,547	168,627	10,254,291	23,875,590
At 31 December 2024	20,900,413	7,990,179	11,526,147	188,587	10,543,729	51,149,055
Additions	-	211,753	325,623	22,343	1,568,773	2,128,492
Transfer to inventory – note i	-	-	(19,600)	(12,663)	(271,999)	(304,262)
As at 31 December 2025	20,900,413	8,201,932	11,832,170	198,267	11,840,503	52,973,285
Depreciation
At 1 January 2024	-	-	15,680	11,534	87,999	115,213
Depreciation	-	76,464	270,137	8,413	195,874	550,888
At 31 December 2024	-	76,464	285,817	19,947	283,873	666,101
Depreciation	-	503,344	1,806,680	48,217	1,161,964	3,520,205
Released on transfer - note	-	-	(19,600)	(10,374)	(107,773)	(137,747)
As at 31 December 2025	-	579,808	2,072,897	57,790	1,338,064	4,048,559
Net Book Value
As at 31 December 2025	20,900,413	7,622,124	9,759,273	140,477	10,502,439	48,924,726
As at 31 December 2024	20,900,413	7,913,715	11,240,330	168,640	10,259,856	50,482,954
1 January 2025	20,900,413	7,913,715	11,240,330	168,640	10,259,856	50,482,954

JUEL GROUP P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

5.Property, Plant and Equipment - continued

Note i - Transfer to inventory

During the year, the Directors resolved to dispose of certain furniture and fittings previously classified as property, plant and equipment within these properties were also transferred to inventory, as they are intended to be sold together with the related properties. These items were reclassified at their respective carrying amounts at the date of transfer, in accordance with IAS 16 Property, Plant and Equipment and IAS 2 Inventories. No gain or loss was recognised on the reclassification of these assets.

5.3Security

The hotel within property, plant and equipment is held as security for the €32,000,000 (2024: €32,000,000) 5.5% Secured Bonds 2035 in issue.

6.Investment property

During the year, the Directors resolved to dispose of certain investment properties, resulting in a change in use. Accordingly, these properties were no longer held to earn rental income but were instead held for sale in the ordinary course of business.

Prior to the change in use, the investment properties were measured at fair value in accordance with IAS 40 Investment Property, with changes in fair value recognised in profit or loss. Upon transfer to inventory, the properties were transferred at their fair value at the date of change in use, which became their deemed cost in accordance with IAS 2 Inventories. This fair value is consistent with the carrying amount of the properties at the date of transfer.

Subsequent to reclassification, the properties are measured at the lower of this deemed cost and net realisable value.

Any difference between the deemed cost and the ultimate selling price of the properties is recognised in profit or loss upon disposal as part of the results from the sale of inventory. No additional fair value adjustments are recognised after the date of transfer.

	Notes	Group	Group
		2025	2024
		€	€
At fair value		11,800,000	11,800,000
As at 1 January
Transfer to inventory	7.1	(11,800,000)	-
As at 31 December		-	11,800,000

Investment properties in the prior year comprised commercial properties that were leased to third parties and to related parties. Rental income recognised by the Group during 2024 was €671,534 and was included with revenue. Rental income during the year amounted to €27k which relates to the period till the properties was transferred to inventories.

Note i - Transfer to inventory

During the year, the Directors resolved to dispose of certain investment properties as part of a change in the Group’s strategic intentions. As a result of this decision, these properties were no longer held to earn rental income or for capital appreciation but were instead held for sale in the ordinary course of business. Accordingly, the properties were reclassified from investment property to inventory in line with the requirements of IAS 40 Investment Property and IAS 2 Inventories.

The transfer was made at the carrying amount of the properties at the date of change in use, which subsequently forms their deemed cost as inventory.

7.Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is calculated using the weighted average method and comprises expenditure incurred in acquiring the inventories and other costs incurred in bringing the inventories to their present location and condition. Net realisable value is the estimated price at which stocks can be sold in the course of business less anticipated costs of selling. The Group’s inventories comprises properties held for resale in the ordinary course of the business and the hotel’s operating stock.

JUEL GROUP P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

7.Inventories – continued

Properties held for re-sale

During the year, certain properties were reclassified from investment property to inventory following a change in use.

These properties were transferred at their fair value at the date of reclassification, which became their deemed cost in accordance with IAS 2 Inventories. Subsequent to transfer, the properties are measured at the lower of cost and net realisable value.

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

i.Freehold and leasehold rights for land

ii.Amounts paid to contractors for development and finishings

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

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

Hotel operating stock

Hotel operating stock consists primarily of beverages, crockery and cutlery, linen and other consumables used in the operation of the Group’s hospitality activities. Cost is calculated using the weighted average method and comprises expenditure incurred in acquiring the inventories and other costs incurred in bringing the inventories to their present location and condition.

7.1Make up of inventory items

	Group	Group
	2025	2024
	€	€
Properties held for re-sale
Property cost of land and development cost	11,858,071	8,820,390
Hospitality inventory
Food and beverage	51,843	30,764
Crockery and linen	186,994	186,739
Consumables and others	128,274	94,645
	12,225,182	9,132,538

Inventories recognised as an expense during the year ended 31st December 2025 amounted to €10,107,386 (2024: €1,335,757). These were included in operating expenses.

Inventory balance includes amounts of €11,800,000 and €166,515 transferred from investment property and property, plant and equipment respectively. Refer to note 6 note i and 5.2.

Capitalised borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of bank interest and other costs that the Company incurs in connection with the borrowing of funds. No borrowings costs were capitalised during the period (2024: €2,241,679)

7.2Estimates and judgements

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

JUEL GROUP P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

8.Interest in subsidiaries and other entities

Investments in subsidiaries and other entities comprise:

	Group	Group	Company	Company
	2025	2024	2025	2024
	€	€	€	€
Subsidiaries	-	-	10,948,390	10,948,390
Associates	18,332,942	16,041,034	18,332,942	16,041,034
Joint ventures	3,494,490	42,480	-	-
	21,827,432	16,083,514	29,281,332	26,989,424

8.1 Subsidiaries

The Group financial statements include the financial statements of the parent Company and all its subsidiaries. The results of the subsidiaries acquired or disposed of during the period are included in the Group statement of profit or loss and other comprehensive income from the date of their acquisition or up to date of their disposal. There are no subsidiaries with material non-controlling interests.

In the Company’s financial statements, investments in subsidiaries are accounted for on the basis of the direct equity interest and are stated at cost less any accumulated impairment losses. Dividends from the investment are recognised in profit or loss. The below table analyses the carrying amount of movements in the Company’s investments in subsidiaries.

	Company	Company
	2025	2024
	€	€
Company
At 1 January	10,948,390	10,948,390
At 31 December	10,948,390	10,948,390
At 31 December
Cost	10,948,390	10,948,390

These financial statements comprise the results and position of the Group and the Company as at 31 December 2025, which is a common year-end of all subsidiaries forming part of the Group. The list of consolidated subsidiaries is disclosed in note 1.2

8.2 Interest in associates and joint ventures

The Group has a 33.33% interest and voting rights in Gap Group Investments (II) Limited (2024: 33.33%) and 50% interest in Acmus P.L.C.

The results and assets and liabilities of associates and joint ventures are incorporated in these financial statements using the equity method of accounting.

In the Company’s financial statements, investments in associates are accounted for on the basis of the direct equity interest. In the Group’s financial statements, investment in associates and joint ventures are accounted for on the basis of the direct equity interest. No dividends were distributed from associates and joint ventures during the year.

The below table analyses the carrying amount of and the movements in the Group’s investments in associates and joint ventures, which are measured using the equity method of accounting.

	Group	Group	Company	Company
	2025	2024	2025	2024
	€	€	€	€
Investment in associates	18,332,942	16,041,034	18,332,942	16,041,034
Investments in joint ventures	3,494,490	42,480	-	-
	21,827,432	16,083,514	18,332,942	16,041,034

JUEL GROUP P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

8.2 Interest in associates and joint ventures – continued

	Joint venture	Associates	Total	Joint venture	Associates	Total
	2025	2025	2025	2024	2024	2024
Group	€	€	€	€	€	€
As At 1 January	42,480	16,041,034	16,083,514	1,623,278	11,178,237	12,801,515
Additions	600	-	600	1,075,001	-	1,075,001
Transfer from/(to) loans and advances – Note i	3,495,020	-	3,495,020	(2,578,898)	-	(2,578,898)
Share of profit/ (loss) after tax	(43,610)	2,291,908	2,248,298	(76,901)	4,862,797	4,785,896
As at 31 December	3,494,490	18,332,942	21,827,432	42,480	16,041,034	16,083,514

	Associates	Total	Associates	Total
	2025	2025	2024	2024
Company	€	€	€	€
As At 1 January	16,041,034	16,041,034	11,178,237	11,178,237
Share of profit/ (loss) after tax	2,291,908	2,291,908	4,862,797	4,862,797
As at 31 December	18,332,942	18,332,942	16,041,034	16,041,034

Note i – Transfer from loans and advances

During the financial year, the terms of a loan previously recognised as a receivable were amended. Under the original agreement, the loan was contractually receivable. Following the amendment to the agreement, the Group has the contractual right to call for repayment with such obligation to be settled by the issuance of shares in the Joint Venture. In view of this change in contractual terms, and considering the substance of the revised arrangement, the balance has been reclassified from a receivable to investment in the financial statements with effect from the date of the amended agreement. Refer to note 10.6 note iii

Group re-organisation

In July 2025, the Muscat Holdings II, a subsidiary of the Juel Group P.L.C, undertook a group reorganisation involving the insertion of a new holding company; Acmus P.L.C. , above its existing investment in Acmus property Developments Limited.

In July 2025, as part of this reorganisation, Muscat Holdings II, a subsidiary of the Juel Group P.L.C. transferred its entire shareholding in Acmus Property Development Limited to Acmus P.L.C. – a new Company formed on 19 February 2025 by way of a share-for-share exchange. The fair value of the consideration received, based on the value of shares issued by Acmus P.L.C., amounted to €3,075,926.

The transaction forms part of a group restructuring under common control, as the ultimate ownership and control of the underlying entities remained unchanged before and after the reorganisation. Accordingly, the investment in Acmus P.L.C. has been recognised at the carrying amount of the investment in Acmus property development Limited transferred, being €152,000. No gain or loss has been recognised in the statement of profit or loss as a result of this transaction.

The substance of the acquisition was that of a group restructuring and the accounting treatment adopted is consistent with the principles applicable to transactions under common control, whereby assets exchanged are recorded at their existing carrying amounts.

The following table illustrates the summarised financial information of the Group’s investment in these entities:

	Group	Group	Company	Company
	2025	2024	2025	2024
Associates	€	€	€	€
Current assets	65,247,742	68,860,191	65,247,742	68,860,191
Non-current assets	8,759,209	13,593,990	8,759,206	13,593,990
Current liabilities	16,333,021	26,468,490	16,233,021	26,468,490
Non-current liabilities	4,907	7,862,593	4,907	7,862,593
Revenue	24,697,410	48,181,299	24,697,410	48,181,299
Profit for the year	6,875,725	14,591,933	6,875,725	14,591,933

JUEL GROUP P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

8.2 Interest in associates and joint ventures – continued

	Group	Group	Company	Company
	2025	2024	2025	2024
Joint Venture	€	€	€	€
Current assets	34,849,218	14,760,972	-	-
Non-current assets	48,068	42,306	-	-
Current liabilities	6,380,966	314,721	-	-
Non-current liabilities	26,257,351	14,403,609	-	-
Revenue	1,413,000	-	-	-
Loss for the year	(87,219)	(153,801)	-	-

The associates and joint venture has no contingent liabilities or capital commitments as at 31 December 2025 and 31 December 2024

9.Financial instruments

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

Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

10.Financial assets other than interest in subsidiaries and other entities

10.1 Initial recognition and measurement

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

10.2 Subsequent measurement

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

10.3 Debt instruments

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

10.4 Derecognition

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

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

JUEL GROUP P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

10Financial assets - continued

10.5 Impairment

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

-Disclosures for significant assumptions and credit exposure in note 8.9

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

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

10.6 Trade and other receivables

Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. They are generally due for settlement within 90 days and therefore are all classified as current. Trade receivables are recognised initially at the amount of consideration that is unconditional. 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. Details about the Group’s impairment policies and the calculation of the loss allowance are provided in policy ‘Impairment of financial assets’ and 8.9

	Note	Group	Group	Company	Company
		2025	2024	2025	2024
		€	€	€	€
Non-Current
Loans to subsidiaries	i	-	-	35,733,794	35,197,199
Amounts due from joint venture	iii	-	2,578,898	-	-
Trade receivables		134,950	-	-	-
		134,950	2,578,898	35,733,794	35,197,199
Current
Amounts due from subsidiaries	ii	-	-	3,873,019	4,496,924
Trade receivables		407,103	189,279	-	-
Other receivables		69,987	59,349	-	1,250
Amounts due from joint venture		140,107	-	-	-
Amounts due from shareholder		209,245	560	-	-
Prepayments & accrued income		127,836	114,640	20,116	20,287
VAT receivable		-	506,130	-	-
		954,278	869,958	3,893,135	4,518,461

Note i – Loans to subsidiaries

This balance relates to a loan advanced to Juel Hospitality Limited. €35,197,199 of this amount bears an interest rate of 6% and is expected to be repaid by May 2035. The loan is secured by collateral, which includes the constitution of first-ranking special hypothecs over the hotel site and first ranking general hypothecs over all the present and future property of Juel Hospitality Limited.

The remaining balance of €536,595 is interest free and such amounts are presented as non-current as the Company does not expect to exercise its right to demand payment within 12 months.

JUEL GROUP P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

10Financial assets – continued

Note ii –Amounts owed by subsidiaries

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

Note iii – Amounts due from joint venture

During the financial year, the terms of this loan were amended. Under the original agreement, the loan was contractually receivable. Following the amendment to the agreement, the Group has the contractual right to call for repayment with such obligation to be settled by the issuance of shares in the Joint Venture. In view of this change in contractual terms, and considering the substance of the revised arrangement, the balance has been reclassified from a receivable to investment in the financial statements with effect from the date of the amended agreement. Refer to note 8.2 note i

10.7 Estimates and judgements

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

Amounts due from subsidiaries

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

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

10.8 Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, demand deposits and short-term highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows and are presented in current liabilities on the statement of financial position. Bank deposits that the directors do not consider a component of cash equivalents, are presented separately in the statement of financial position.

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

		Group	Group	Company	Company
		2025	2024	2025	2024
		€	€	€	€
Cash at bank and in hand		2,838,999	2,151,346	254,333	965
Bank overdraft	11.4	(310,295)	-	-	-
As shown in the cashflow statement		2,528,704	2,151,346	254,333	965

The balances of cash and cash equivalents are available for use by the Group and Company in their entirety.

JUEL GROUP P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

10Financial assets – continued

10.9 Credit risk exposure from financial assets

Credit risk arises from cash and cash equivalents as well as credit risk exposures to customers, including outstanding receivables and committed transactions. The carrying amount of the financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:

	Group	Group	Company	Company
	2025	2024	2025	2024
	€	€	€	€
Carrying amounts
Loans to subsidiaries	-	-	39,606,813	39,694,123
Amounts due from joint venture	140,107	2,578,898	-	-
Trade receivables	542,053	189,279	-	-
Amounts due from shareholder	209,245	560	-	-
Other receivables	69,987	565,479	-	1,250
Cash at hand and in bank	2,838,999	2,151,346	254,333	965
	3,800,391	5,485,562	39,861,146	39,696,338

The Group has no concentration of credit risk that could materially impact on the sustainability of its operations. However, in common with similar business concerns, the failure of specific large customers could have a material impact on the Group’s results.

The above assets are subject to an expected credit loss (“ECL”) model for the purposes of providing for credit losses. The general ECL model requires management to make complex judgments and estimates about the credit risk of counterparties and the expected future recoverability of financial assets. The model incorporates a forward-looking view of credit losses, using historical data, current conditions, and reasonable and supportable forecasts of future economic conditions.

ECLs are measured on either a 12-month or lifetime basis depending on whether there has been a significant increase in credit risk since initial recognition. The assessment involves:

-Evaluating the financial health and repayment ability of counterparties

-Considering historical loss experience

-Incorporating macroeconomic indicators such as GDP growth, interest rates, and industry outlook

-Applying probability-weighted scenarios where appropriate

Where balances are with related parties, additional qualitative factors are considered, including:

-The related party’s financial position and liquidity

-Strategic or operational importance of the relationship

-Any indications of restructuring, dispute, or repayment delays

The Group and the Company apply IFRS 9’s general impairment model to other financial assets at amortised cost. This model requires an assessment as to whether the counterparty has experienced a significant increase in credit risk since initial recognition. This assessment forms the basis as to whether lifetime ECL should be recognised and is based on significant increases in the likelihood or risk of a default occurring since initial recognition.

Amounts owed by related undertakings that do not form part of the Group are unsecured; therefore, the failure of the related undertakings could have an impact on the Group’s results.

The Group and the Company monitor intra-group credit exposures at individual entity level on a regular basis and ensure timely performance of these assets in the context of its overall liquidity management. The loss allowances for these financial assets are based on assumptions about risk of default and expected loss rates. The Company’s management uses judgement in making these assumptions, based on the counterparty’s past history, existing market conditions, as well as forward-looking estimates at the end of each reporting period. No other counterparty making up the above balances has experienced a significant increase in credit risk since origination.

JUEL GROUP P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

10Financial assets – continued

10.9 Credit risk exposure from financial assets - continued

As at 31 December 2025 and 2024, the majority of loans with related parties were on terms that allowed the Group to request repayment of the balance as at reporting date (i.e. repayable on demand). In such cases, when assessing the ECL, the directors base their assessment on the assumption that the loan is demanded at the reporting date.

Where the counterparties’ financial position suggests that it does not have sufficient liquid assets at balance sheet date to repay the loan if this is demanded, the probability of default is deemed to be 100%. Given that most of the related party relationships of such balances are between entities under common control, the directors assess the loss given default of the balance by analysing recovery strategies that the Group would allow, taking cognisance of such related party relationship. These recovery strategies typically include a projection of the net cash flows emanating from allowing the counterparty to operate, incorporating multiple forward-looking scenarios that take into account all reasonable and supportable information available to the Group.

After making this analysis, the directors concluded that the resulting loss-given-default rates are low, such that when applied to the exposure to calculate the IFRS 9 ECL allowance, the resulting impairment allowance to be recognised in the statement of profit and loss for the year was deemed to be immaterial.

Trade receivables and accrued income

The Group assesses the credit quality of its customers taking into account financial position, past experience and other factors. Standard credit terms are in place for individual clients, however, wherever possible, new corporate customers are analysed individually for creditworthiness before the Group’s standard payment and service delivery terms and conditions are offered. The Group’s review includes external credit worthiness databases when available.

The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and accrued income. To measure the expected credit losses, trade receivables and accrued income have been grouped based on shared credit risk characteristics and the days past due. The Group has concluded that the expected loss rates for trade receivables are a reasonable approximation of the loss rates for the accrued income since they have substantially the same characteristics.

The expected loss rates are based on the payment profiles of sales over a period of 12 months before 31 December 2024 respectively and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.

Based on the assessment carried out in accordance with the above methodology, the identified expected credit loss allowance on trade receivables and accrued income was deemed immaterial. The movement in loss allowances as at 31 December 2025 and 2024 is also deemed immaterial by management. On this basis, the information pertaining to loss rates and loss allowances in the Group’s provisions matrix, which would have otherwise been required by IFRS 7, is not presented as at 31 December 2025 and 2024.

Trade receivables and accrued income are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group, and a failure to make contractual payments for a period of greater than 1 year past due.

Cash at bank and deposits

The Group’s companies bank only with local financial institutions with high quality standing or rating.

The Group’s cash, include cash and cash equivalent and is placed with reputable financial institutions, such that management does not expect any institution to fail to meet repayments of amounts held in the name of the companies within the Group. While cash and cash equivalents and deposits are also subject to the impairment requirements of IFRS 9, the identified impairment loss was insignificant. No bank which the Group banks with has experienced a significant increase in credit risk since origination.

JUEL GROUP P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

11.Financial liabilities

The Group recognises a financial liability when it becomes a party to the contractual provision of the instrument. The Group’s financial liabilities are classified as financial liabilities which are not at fair value through profit or loss. These financial liabilities are recognised initially at fair value, being the fair value of consideration received, net of transactions costs that are directly attributable to the acquisition or the issue of the financial liability. They 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, cancelled or expired.

11.1 Initial recognition, measurement and presentation

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

11.2 Subsequent measurement

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the Effective Interest Rate (EIR) method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by considering any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss. This category generally applies to interest-bearing loans and borrowings.

11.3 Derecognition

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

11.4 Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any difference between the proceeds and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method unless the effect of discounting is immaterial.

Borrowings are classified as current liabilities unless the companies within the Group have an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

Subsequent to initial recognition, interest-bearing bank overdrafts are carried at face value in view of their short-term maturities.

The following borrowings were outstanding at 31st December 2025 and 2024:

	Note	Group	Group	Company	Company
		2025	2024	2025	2024
Current interest-bearing borrowings		€	€	€	€
Bank overdraft		310,295	-	-	-
Bank borrowings	ii	2,608,955	2,897,495	-	-
		2,919,250	2,897,495	-	-
Current non-interest-bearing borrowings
Third party loans	iii	200,000	150,000	-	-
Total current borrowings		3,119,250	3,047,495	-	-
Non-Current interest-bearing borrowings
Bank borrowings		-	4,789,233	-	-
Bond and notes funds	i	36,311,920	36,185,452	36,311,920	36,185,452
Third party loans		1,650,000	1,850,000	-	-
Total non-current borrowings		37,961,920	42,824,685	36,311,920	36,185,452
Total borrowings		41,081,170	45,872,180	36,311,920	36,185,452

JUEL GROUP P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

11. Financial liabilities – continued

11.4 Borrowings – continued

	Group	Group	Company	Company
	2025	2024	2025	2024
	€	€	€	€
Face value of bonds
Bonds	32,000,000	32,000,000	32,000,000	32,000,000
Bank borrowings	5,000,000	5,000,000	5,000,000	5,000,000
	37,000,000	37,000,000	37,000,000	37,000,000
Amortised costs
Issue costs	941,016	941,016	941,016	941,016
Amortisation on bond issue costs	(252,936)	(126,468)	(252,936)	(126,468)
	688,080	814,548	688,080	814,548
	36,311,920	36,185,452	36,311,920	36,185,452

Note i – 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, using effective yield method.

On 27th June 2023, JUEL Group p.l.c. issued up to €32,000,000 5.5% Secured Bonds 2035. The bond interest is payable annually in arrears on 27th June. The bonds have been admitted to the Stock exchange on 4th July 2023. The quoted market price as at 31st December 2025 for the bonds was €98.95 (2024: €103)

The 5.5% Secured Bonds 2035 are redeemable at par on 27th June 2035. The bond is secured for the full nominal value of the Secured Bond interests thereon as follows:

-The first-ranking general hypothec for the amount is €32,000,000, over all the present and future property of the Issuer;

-The first-ranking general hypothec for the amount of €32,000,000, over all the present and future property of Juel Hospitality Limited;

-The first-ranking special hypothec granted by Juel Hospitality Limited for the amount of €32,000,000 over the Hotel site (and any developments and constructions thereon).

In addition, there are joint and several guarantees granted by Juel Holdings Limited, Juel Hospitality Limited, Muscat Holdings Limited and Muscat Holdings (II) Limited.

In 2024, Juel Group plc issued two tranches amounting to Eur 5,000,000 6.5% Unsecured Notes 2027-2029. On 22nd April 2024, the Group issued one tranche amounting to Eur 3,500,000 which interest is payable annually in arrears on 18th April. On 28th May 2024, the Group issued another tranche amounting to Eur 1,500,000 which interest is payable annually in arrears on 24th May

Note ii – Bank borrowings

These loans are secured by general hypothecs over the assets of the Group and special hypothecs over the Group’s properties classified as inventory. The Group has unutilised loan facilities of €2,000,000 as at 31 December 2025. These loans are repayable by December 2026 as per the terms stipulated in the sanction letter.

Note iii – Third party borrowings

These loans are unsecured, bear interest rate of 2% and are repayable by November 2034 with monthly instalments

JUEL GROUP P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

11.Financial liabilities – continued

11.4 Borrowings – continued

Interest rate exposure and maturities of borrowings

	2025	2024	Interest rate	Maturity
	€	€	%
Group
Bank Borrowings	2,608,386	4,789,233	4.65:Bank base rate + 2.5	Upon sale of property units or upon repayment as at Dec 2026 and Dec 2027.
Third party loans	1,650,000	1,850,000	2	November 2032
Bonds
Secured Bond	32,000,000	32,000,000	5.5	June 2035
Unsecured notes	5,000,000	5,000,000	6.5	April 2029
	37,000,000	37,000,000

Compliance with loan covenants

The Group and the Company have complied with the financial covenants of its bank loans during both periods presented.

11.5Finance costs

Borrowing costs include the costs incurred in obtaining external financing. Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised from the time that expenditure for these assets and borrowing costs are being incurred and activities that are necessary to prepare these assets for their intended use or sale are in progress. Borrowing costs are capitalised until such time as the assets are substantially ready for their intended use or sale. Borrowing costs are suspended during extended periods in which active development is interrupted. All other borrowing costs are recognised as an expense in profit or loss in the period in which they are incurred.

	Group	Group	Company	Company
	2025	2024	2025	2024
	€	€	€	€
Bank interest	319,761	72,283	-	-
Amortisation on bond and notes issue costs	126,468	126,468	126,468	126,468
Interest expense on debt securities	2,085,000	-	2,085,000	1,979,219
	2,531,229	198,751	2,211,468	2,105,687

	Rate	Group	Group	Company	Company
		2025	2024	2025	2024
	%	€	€	€	€
Bond and notes interest capitalised	5.5-6.5	-	1,979,219	-	-
Bank interest capitalised	4.65	-	262,460	-	-
Finance cost capitalised		-	2,241,679	-	-

JUEL GROUP P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

11.Financial liabilities – continued

11.6Reconciliation of liabilities arising from financing activities

The table below details changes in the Company’s liabilities arising from financing activities, including both cash and non-cash changes. Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in the Statement of Cash Flows as cash flows from financing activities.

	At 1 January 2025	Cash flows	Amortisation of bond & notes issue costs	At 31 December 2025
	€	€	€	€
Bonds and notes net of bond issue costs	36,185,452	-	126,468	36,311,920
Third party borrowings	2,000,000	(150,000)	-	1,850,000
Bank borrowings	7,686,728	(5,077,773)	-	2,608,955
	45,872,180	(5,227,773)	126,468	40,770,875
	At 1 January 2024	Cash flows	Issue costs and Amortisation of bond & notes issue costs	At 31 December 2024
	€	€	€	€
Bonds and notes net of bond issue costs	32,000,000	5,000,000	814,548	36,185,452
Third party borrowings	-	2,000,000	-	2,000,000
Bank borrowings	9,715,761	(2,029,033)	-	7,686,728
	41,715,761	4,970,967	814,548	45,872,180

11.7 Trade and other payables

Trade payables are classified within current liabilities unless payment is not due within 12 months from the reporting period. They are initially recognised at fair value and are subsequently measured at amortised cost using the effective interest method.

	Note	Group	Group	Company	Company
		2025	2024	2025	2024
		€	€	€	€
Trade and other payables - Non Current
Deferred income	v	963,333	1,000,000	-	-
Capital creditors	iv	2,151,747	-	-	-
Trade payables		1,147,073	1,147,077	-	-
		4,262,153	2,147,077	-	-
Trade and other payables - Current
Trade payables		2,308,682	3,050,359	64	4,130
Amounts due to shareholder		199,105	24,150	-	-
Amounts due to subsidiaries	iii	-	-	382,113	273,558
VAT payable		451,028	-	-	-
Accruals	ii	1,612,690	1,266,525	1,142,204	1,146,849
Deposits received	4.2	1,260,840	592,237	-	-
Capital accruals	i	2,279,402	8,353,538	-	-
Other payables		241,019	19,260	-	-
		8,352,766	13,306,069	1,524,381	1,424,537

Trade and other payables		12,614,919	15,453,146	1,524,381	1,424,537

Note i - Capital accruals

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

The accruals are recognised in accordance with the Group’s accounting policy and reflect management’s best estimate of costs incurred but not yet invoiced at the reporting date.

JUEL GROUP P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

11.Financial liabilities – continued

11.7 Trade and other payables - continued

Note ii – Accruals

Accruals mainly comprise accrued interest on debt securities in issue and other accruals in the normal course of business.

Note iii – Amounts due to subsidiaries

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

Note iv – Capital creditors

Capital creditors represent amounts payable to contractors and suppliers who have performed construction and improvement works on the hotel property. The Group has entered into structured repayment arrangements with these creditors, under which outstanding balances are being settled over agreed periods in accordance with mutually agreed terms.

Note v – Deferred income

Deferred income relates to funds received from the franchisor in connection with the development of the hotel. The consideration was received upfront and is recognised as a contract liability within liabilities in the statement of financial position. The key money is recognised in profit or loss on a systematic basis over the term of the underlying arrangement, which reflects the period over which the Group satisfies its performance obligations and derives the related economic benefits from the use of the hotel asset. Management has determined that recognising the key money over the useful life of the related asset appropriately reflects the substance of the arrangement and the pattern of benefit consumption.

11.8Liquidity risk exposure from financial liabilities

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 interest-bearing borrowings disclosed in notes 9.6. Prudent liquidity risk management includes maintaining sufficient cash and committed credit lines to ensure the availability of an adequate amount of funding to meeting the Group’s obligations.

The directors monitor liquidity risk by means of cash flow forecasts on the basis of expected cash flows over a twelve-month period, in order to ensure that adequate funding is in place in order for the Group to be in a position to meet its commitments as and when they will fall due.

As at 31 December 2025, the Group is in a net current asset position of €4.54m (2024: net current liability position of €4.25m). However, in light of the facilities in place, management believe that the Group has adequate resources to meet its obligations as and when they fall due for the foreseeable future. Accordingly, these financial statements are prepared on a going concern basis.

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

JUEL GROUP P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

11.Financial liabilities – continued

11.9 Maturities of financial liabilities

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

	On demand	Within 1 year	2 – 5 years	Over 5 years	Total
	€	€	€	€	€
Group 2025
Trade and other payables	3,000,729	37,000	148,000	1,924,000	2,109,000
Bank borrowings	310,295	2,729,676	-	-	3,039,971
Bond	-	1,760,000	13,015,000	40,800,000	55,575,000
Total contractual cashflows	3,311,024	4,526,676	13,163,000	42,724,000	60,723,971
Group 2024
Trade and other payables	3,069,626	37,000	148,000	1,961,000	5,216,626
Bank borrowings	-	5,011,932	-	-	5,011,932
Bonds	-	1,760,000	13,015,000	42,560,000	57,335,000
Total contractual cashflows	3,069,626	3,047,495	5,789,233	850,000	9,686,728
Company 2025
Bond	-	1,760,000	13,015,000	40,800,000	55,575,000
Total contractual cashflows	-	1,760,000	13,015,000	40,800,000	55,575,000

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

12Commitments

As at 31 December 2025 the Group had promise of sale agreements in relation to property stock which was transferred from investment property as disclosed in note 6. Advance deposits on promise of sales amounted to €1,245,670 (2024: €564,887).

JUEL GROUP P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

13.Income tax and other income and expense items

13.1 Income taxes

Current and deferred tax is recognised in profit or loss, except when it relates to items recognised in other comprehensive income or directly in equity, in which case the current and deferred tax is also dealt with in other comprehensive income or in equity, as appropriate.

Current tax is based on the taxable result for the period. The taxable result for the period differs from the result as reported in profit or loss because it excludes items which are non-assessable or disallowed and it further excludes items that are taxable or deductible in other periods. It is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. However, deferred tax is not accounted for if it arises from the 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 substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled.

The deferred tax liability in relation to investment property that is measured at fair value is determined assuming the property will be recovered entirely through sale.

Deferred tax in relation to the revaluation of land and buildings is charged or credited to other comprehensive income (to the extent that the revaluation is recognised in other comprehensive income). For buildings, deferred tax is recognised on the basis that the tax will be recovered through use (i.e. the corporate rate of tax in Malta), whilst land is expected to be recovered through sale. Deferred income tax on the difference between the actual depreciation on the property and the equivalent depreciation based on the historical cost of the property is realised through the income statement.

Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets, including deferred tax assets for unused tax losses and unused tax credits carried forward, are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences (or the unused tax losses and unused tax credits) can be utilised to the period when the asset is realised or the liability is settled based on the tax rates that have been enacted by the balance sheet date. Deferred tax assets and liabilities are offset when the Group’s Companies have a legally enforceable right to settle its current tax assets and liabilities on a net basis.

	Group	Group	Company	Company
	2025	2024	2025	2024
	€	€	€	€
Current tax
FWT on property sales	1,164,833	417,389	-	-
Current tax	-	10,456	-	10,456
Deferred tax credit	(3,318,404)	64,340	-	-
	(2,153,571)	492,185	-	10,456

JUEL GROUP P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

13.Income tax and other income and expense items - continued

13.1 Income taxes - continued

The tax expense and the tax charge using the statutory income tax rate of 35% are reconciled as follows:

	Group	Group	Company	Company
	2025	2024	2025	2024
	€	€	€	€
Profit before tax	2,650,353	5,992,595	2,222,657	4,869,119
Tax thereon at 35%	927,624	2,097,410	779,330	1,704,192
Income taxed at FWT	(4,169,014)	(321,112)	-	-
Deferred tax not recognised in prior year	(1,940,048)	-	-	-
Expenses disallowed for tax purposes	4,010,851	61,222	22,838	8,243
Additional allowance on rental income	-	(10,668)	-	-
Unabsorbed tax losses and capital allowances	-	340,396	-	-
Unwind of deferred tax on revalued property sold during the year	(180,816)	-	-	-
Share of profit in associates and joint ventures	(802,168)	(1,675,063)	(802,168)	(1,701,979)
	(2,153,571)	492,185	-	10,456

Deferred tax

Deferred taxes are calculated on all temporary differences under the liability method using a principal tax rate of 35% / 10% (2022: 35% / 10%). The analysis of deferred tax balances, and the movement in the deferred tax account, is as follows:

	As at 1 January 2025	Recognised in profit & loss	As at 31 December 2025
	€	€	€
Deferred tax asset
Deferred tax asset on unabsorbed capital allowances and trading losses	6,256	1,814,835	1,821,091
Deferred tax credit on hotel investment	-	1,663,320	1,663,320
Timing differences between WDV and NBV	-	(340,395)	(340,395)
	6,256	3,137,760	3,144,016
Deferred tax liability
Deferred tax on revaluation of property	(944,000)	180,816	(763,184)

Judgements

Deferred tax assets are recognised for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon likely timing and level of future taxable profits together with future tax planning strategies.

JUEL GROUP P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

13.Income tax and other income and expense items - continued

13.2 Finance income

Finance income comprises interest income earned on financing arrangements with subsidiary undertakings. The Company advances funds to its subsidiaries primarily from the proceeds of bonds and notes issued by the Company and other financing provided by the shareholders. These balances bear interest at a fixed rate of 6.5% per annum. Interest income is recognised in profit or loss using the effective interest method over the period in which it accrues.

	Group	Group	Company	Company
	2025	2024	2025	2024
	€	€	€	€
Interest receivable from investment	-	65,480	-	54,955
Interest income on loans to subsidiaries	-	-	2,270,000	2,177,419
	-	65,480	2,270,000	2,232,374

13.3 Other income/ expense

	Group	Group	Company	Company
	2025	2024	2025	2024
	€	€	€	€
Difference on exchange	11,710	(966)	-	-

13.4 Fees paid to the auditors

Profit before tax for the Group is stated after charging the following fees in relation to services provided by the external auditors of the Group.

	Group	Group	Company	Company
	2025	2024	2025	2024
	€	€	€	€
Other assurance services	7,316	7,316	7,316	7,316
Audit fees	27,330	26,267	12,617	12,617
	34,646	33,583	20,995	19,933

13.5 Staff wages and employee information

	Group	Group	Company	Company
	2025	2024	2025	2024
	€	€	€	€
Wages and salaries	2,581,894	571,804	62,910	54,723
Social security costs	123,743	16,737	-	-
	2,705,637	588,541	62,910	54,726

The average number of persons employed by the company during the year was 54 (2024: 17)

	Group	Group	Company	Company
	2025	2024	2025	2024
	€	€	€	€
Director’s remuneration	62,910	54,723	62,910	54,723

JUEL GROUP P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

14.Capital management

The Group’s objectives when managing capital are to:

-Safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders, and

-to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Company may issue new shares or adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. Consistent with others in the industry, the group monitors capital on the basis of the following gearing ratio:

Net debt (borrowings as presented in note 11.4) divided by total equity (as shown in the statement of financial position).

The Group and the Company manage their capital structure and make adjustments in light of changes in economic conditions. To maintain and adjust the capital structure, the Group and the Company may adjust the dividend payment to shareholders or issue new debt. The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Group includes within net debt interest bearing loans and borrowings, trade and other payables and other financial liabilities less cash and cash equivalents.

15.Equity

15.1 Share capital

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

	Group	Group	Company	Company
	2025	2024	2025	2024
Authorised	€	€	€	€
19,999,999 Ordinary ‘A’ Shares of €1 each	19,999,999	19,999,999	19,999,999	19,999,999
1 Ordinary ‘B’ shares of €1 each	1	1	1	1
	20,000,000	20,000,000	20,000,000	20,000,000
Issued
19,066,226 Ordinary ‘A’ Shares of € 1 each	19,066,226	19,066,226	19,066,226	19,066,226
1 Ordinary ‘B’ shares of €1 each	1	1	1	1
	19,066,227	19,066,227	19,066,227	19,066,227

16.Other disclosures

16.1 Related party transactions

	Related party activity	Related party activity
	2025	2024
	€	€
Group
Transfer of amounts to/ from loans to investment	2,578,898	(2,578,898)
Additional Investment in joint venture	916,122	-
Re-charges of wages and salaries	29,104	-
Company
Finance income	2,270,000	2,232,374
Loans advanced to subsidiaries	35,733,794	35,197,199

JUEL GROUP P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

17.Financial risk management

The Group’s activities potentially expose it to a variety of financial risks on its financial assets and financial liabilities. The key components of financial risks to the Group are market risk (namely, cash flow interest rate risk and fair value interest rate risk), credit risk and liquidity risk. The Group’s overall risk management focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance.

The exposures to credit risk and to liquidity risk, together with the management thereof, are disclosed in notes 10.9 and 11.8 respectively. This note provides information about other Group risks as disclosed below.

17.1Cash flow and fair value interest rate risk

The Group’s interest rate risk arises on its interest-bearing borrowings, deposits held with banks, and debt investments. Borrowings issued at variable rates, comprising bank borrowings, expose the Group to cash flow interest rate risk. The Group’s bank borrowings are subject to an interest rate that varies according to revisions made to the Bank’s Base Rate and / or three-month Euribor. The directors monitor the level of floating rate borrowings as a measure of cash flow risk taken on.

The Group has adopted a cautious risk policy with regards to interest rate fluctuation through the issue of a €32,000,000 ten-year bond incurring interest of 5.5% and €5,000,000 five year securities incurring interest of 6.5% Debt securities issued at fixed rates. Debt securities are however carried at amortised cost. Accordingly, a shift in interest rates would not have an impact on profit or loss.

A shift in interest rates on borrowings at variable rates will however have an impact on profit or loss. The directors consider the potential impact on the Group’s profit or loss of a defined interest rate shift of 1.5%, that is reasonably possible, at the end of the reporting period keeping all other variables constant, to amount to +/- €39,000 (2024: +/- €115,301). The impact of a reasonably possible shift in interest rates is not expected to impact the fair value of FVOCI financial assets materially and therefore the directors believe that the potential impact of such a shift on other comprehensive income is immaterial.

17.2Economic and Financial Risks

Financing Risks

The Group’s projects are partly financed through external resources. Future developments are expected to continue to rely on external financing while maintaining prudent equity levels. Debt servicing represents a significant cash outflow, and increased borrowings may affect profitability. Lenders covenants and changes in lenders’ risk appetite may restrict access to financing or limit operational and investment flexibility.

Geopolitical Risks

Global geopolitical developments may disrupt travel demand, supply chains, and project timelines through political instability, trade restrictions, and higher fuel costs. The Group’s hospitality operations are particularly sensitive to such conditions, which could adversely impact operational and financial performance. Tourism activity may also be adversely affected by extraordinary events such as terrorism, transportation disruptions (including fuel shortages, industrial action, or border closures), civil unrest, extreme weather conditions, natural disasters, or public health emergencies, any of which could reduce travel demand and visitor arrivals.

17.3Market Risks of the Group

Market risk is the risk that changes in market prices, such as interest rates, and quoted prices, will affect the Group’s income or financial position. The objective of the Group’s market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk.

17.4Risks Specific to the Property Sector

The Group’s activities in property acquisition, development, and disposal thereof are subject to risks inherent to the property sector.

17.5Risks Specific to the Hospitality and Tourism Industry

Risks relating to the Franchise Agreement

The Hotel operates under the “HYATT CENTRIC” brand pursuant to a Franchise Agreement with the Franchisor. Under this agreement, Juel Hospitality Ltd is required to comply with various obligations, including adherence to prescribed brand standards, operational requirements, and performance benchmarks.

JUEL GROUP P.L.C

Financial Statements for the year ended 31 December 2025

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

17.Financial risk management - continued

17.5Risks Specific to the Hospitality and Tourism Industry - continued

Risks relating to the Franchise Agreement - continued

Any failure to meet these obligations may result in penalties and, in more severe cases, the termination or non-renewal of the Franchise Agreement. If the Franchise Agreement were to be terminated or not renewed, the Group would lose the benefits associated with the brand’s reputation, marketing support, and customer loyalty, which could materially and adversely affect the Hotel’s occupancy levels, revenues, and overall profitability.

Competition Risks

The Group’s hospitality operations operate within the broader tourism sector, which is subject to a number of external factors that may affect operating performance and revenue generation.

The local hospitality industry is highly competitive, with a wide range of temporary accommodation options available in the market. The Hotel competes with local hotels, serviced apartments, and other accommodation providers offering similar lodging and related services.

While the Hotel benefits from the brand recognition and loyalty associated with the Hyatt brand, there can be no assurance that increased competition, new hotel developments, or an oversupply of hotel beds in the market will not adversely affect occupancy rates, pricing, and profitability. Competitive pressures may therefore have a material adverse effect on the Group’s results of operations.

17.6Other Group Risks

Regulatory Risk

The Group operates in regulated sectors, including construction, property development, and hospitality, and is subject to environmental, health and safety, property, and consumer protection laws. These regulations are subject to change and may give rise to compliance risks, including fines, penalties, permit restrictions, or revocations. Environmental issues, such as the presence of hazardous materials, may also result in third-party claims. Non-compliance could adversely affect the Group’s financial position, operations, reputation, and competitive standing. Furthermore, the Group is subject to an extensive regulatory framework governing capital markets.

Data Protection and Privacy Risk

The Group processes personal data and is subject to local and EU data protection legislation. Failure to comply may result in significant penalties, increased costs, and operational constraints. The Group also faces risks relating to cyber incidents or unauthorised data access, which could lead to reputational damage, loss of consumer confidence, and legal or financial liabilities, ultimately impacting business performance.

Information Technology Risk

The Group’s increasing reliance on digital systems exposes it to cybersecurity risks, including data breaches, ransomware, and other cyber threats. The Group mitigates these risks through ongoing investment in IT security, regular system reviews, and adherence to relevant regulatory requirements.

ESG Considerations

Growing expectations from regulators, investors, and stakeholders require companies to integrate ESG considerations into their business models. The Group’s activities in property development, rental, and hospitality involve ESG factors such as energy efficiency, waste management, renewable energy use, and employee welfare.

Climate-related risks, including extreme weather events and regulatory developments, may adversely affect the Group’s operations and financial performance. In addition, governance failures, including ineffective management or non-compliance, could impair the Group’s income, reputation, and stakeholder relationships.

A failure to adopt sustainable and responsible practices may negatively affect the Group’s long-term performance and public perception.

Financial instruments not measured at fair value

At 31st December 2025 and 31st December 2024, the carrying amounts of payables, receivables and short-term borrowings approximated their fair values due to the short-term maturities of these assets and liabilities.

INDEPENDENT AUDITORS’ REPORT TO THE SHAREHOLDERS OF

JUEL GROUP P.L.C.

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

Report on the Audit of the Financial Statements

Opinion

We have audited the consolidated and stand-alone parent company financial statements of JUEL GROUP P.L.C. set out on pages 9 to 40 which comprise the consolidated and parent company statement of financial position as at 31 December 2025, and the consolidated and parent company statement of profit and loss and comprehensive income, changes in equity and cashflow for the year then ended including a summary of significant accounting policies.

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

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

Basis for Opinion

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

Independence

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

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

Other Matter

The financial statements of the Group and the Company for the year ended 31 December 2024, were audited by another auditor who expressed an unmodified opinion on those statements on 29 April 2025.

Our Audit Approach

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

Key Audit Matters

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

INDEPENDENT AUDITORS’ REPORT TO THE SHAREHOLDERS OF

JUEL GROUP P.L.C.

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

Recoverability of Parent Company loans to its Subsidiary Company

The principal activity of the Company, JUEL GROUP p.l.c., is to raise financial resources from the capital markets in order to finance the capital projects of the companies forming part of the JUEL Group. Out of a total of €37 million debt securities in issue, €32 million are guaranteed by its subsidiaries and secured by properties owned by Juel Hospitality Limited, and an additional €5 million are unsecured notes.

The proceeds from the debt securities net of issue costs have been advanced to one of the Company’s subsidiaries, Juel Hospitality Limited, for the purchase of land, construction and finishing of the Hyatt Centric Hotel, under terms and duration similar to those of the debt securities, but at a higher lending rate. This margin enables JUEL GROUP p.l.c. to cover its operating expenses.

The recoverability of the loan advanced to Juel Hospitality Limited, as well as the servicing of the related debt, is dependent on the successful performance of the operations of Juel Hospitality Limited. Loans advanced to Juel Hospitality Limited as at 31 December 2025 amounted to €35.7 million.

As explained in accounting policy Note 10.9, the recoverability of these loans is assessed at the end of each financial year.

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

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

-Evaluating the financial position and performance of the subsidiary, including reviewing the latest management accounts, budget and cash flow forecast;

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

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

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

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

Valuation of Property, plant and equipment

As disclosed in Note 5 to the financial statements, the Group owns a property, through one of its subsidiaries, for the operation of a hotel amounting to € 49 million. As at 31 December 2025, the carrying amount of the property amounted to 54% of total assets. Bonds were issued to the public to enable the Company to part-finance the purchase of the land and development of the hotel.

JUEL GROUP p.l.c. measures its hotel property at cost in accordance with IAS 16. Due to the significance of this asset, we considered this area to require significant auditor attention, particularly with respect to management’s judgements in determining the carrying amount and the related disclosures.

Our audit procedures on the valuation of property, plant and equipment included, amongst others:

-Audit procedures carried out to verify the cost of additions during the year included testing over source documentation, including vouching costs incurred to date.

-Reviewed the assumptions and methodologies used in the DCF valuation, including cash flow projections and discount rates.

INDEPENDENT AUDITORS’ REPORT TO THE SHAREHOLDERS OF

JUEL GROUP P.L.C.

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

-Assessed the appropriateness of the cost model applied and ensured compliance with IAS 16 requirements.

-Checked the relative disclosures in the financial statements.

Valuation of inventory

As disclosed in Note 7 to the financial statements, property inventory amounted to €12.2 million as at 31 December 2025 and represents a significant portion of the Company’s total assets. Property inventory mainly comprises development properties and completed units held for sale.

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

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

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

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

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

-Assessing the appropriateness of management’s determination that the criteria for transfer of property from Investment Property to Inventory were met, with reference to the requirements of IAS 40 and IAS 2.

-Evaluating the basis used to determine the carrying amount of Investment Property at the date of transfer to Inventory and checking the mathematical accuracy of the transfer value recorded.

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

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

Other Information

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

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

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

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

INDEPENDENT AUDITORS’ REPORT TO THE SHAREHOLDERS OF

JUEL GROUP P.L.C.

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

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

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

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

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

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

Auditor’s Responsibilities for the Audit Committee

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

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

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

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

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

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

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

INDEPENDENT AUDITORS’ REPORT TO THE SHAREHOLDERS OF

JUEL GROUP P.L.C.

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

Responsibilities of the directors

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

Our responsibilities

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

Our procedures included:

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

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

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

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

Opinion

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

INDEPENDENT AUDITORS’ REPORT TO THE SHAREHOLDERS OF

JUEL GROUP P.L.C.

_____________________________________________________________________________________________________

____________________________________________________________________________________________________

Report on Corporate Governance Statement of Compliance

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

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

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

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

In our opinion, the Statement of Compliance set out on pages 6 to 8 has been properly prepared in accordance with the requirements of the Capital Markets Rules issued by the Malta Financial Services Authority.

We also have responsibilities:

•Under the Maltese Companies Act (Cap. 386) we are required to report to you if, in our opinion:

-We have not received all the information and explanations we require for our audit.

-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.

•Under the Capital Markets Rules to review the statement made by the directors that the business is a going concern together with supporting assumptions or qualifications as necessary.

We have nothing to report to you in respect of these responsibilities.

Appointment

This is the first year as auditors of the Group and the Company for the financial year ended 31 December 2025.

This copy of the audit report has been signed by:

MICHAEL CURMI

for and on behalf of

VCA CERTIFIED PUBLIC ACCOUNTANTS

29 April 2026