The Ona p.l.c. - 48510040FDCT4Q97XG85

THE ONA P.L.C.

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2025

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Directors:-

Ms. Cliona Muscat

Dr. Ann Marie Agius - Non-Executive Director

Mr. Alfred Attard - Non-Executive Director

Mr. Francis X Gouder - Non-Executive Director

Mr. Justin Cutajar (resigned on 30 January 2026)

Company secretary:

Ms. Karen Coppini

Company number:

C-101370

Registered Office:

AC Hotel St. Julians

13, Lourdes Lane

San Giljan, STJ 3311

Malta

Bankers:

APS Bank p.l.c.

APS Centre

Tower Street,

Birkirkara, Malta

Bank of Valletta p.l.c.

58, Zachary Street,

Valletta, Malta

MeDirect Bank (Malta) p.l.c.

The Centre,

Tignè Point,

Sliema, Malta

Izola Bank P.L.C

53/58 East Street,

Valletta, Malta

Auditors:

VCA Certified Public Accountants

Finance House, First Floor,

Princess Elizabeth Street

Ta’ Xbiex XBX 1102

Malta

The Directors also present their annual report together with the audited financial statements of The Ona p.l.c. group (the “Group”) which comprises the Company and its fully owned subsidiaries, namely The Ona Property Development Ltd. (Reg. No. C-82490), The Ona Real Estate Ltd. (Reg. No. C-83842) and The Ona Hospitality Ltd. (Reg. No. C-101371) for the year ended on 31 December 2025.

Principal Activities

The principal activity of The Ona p.l.c. is to hold investments in subsidiary companies and to raise financial resources from the capital markets to finance its investments and the property development projects of its subsidiaries. The principal activities of the Group are: (i) to hold investment property for rental; (ii) to acquire new sites for residential properties for resale; (iii) to develop and construct properties acquired; and (iv) the operation of the Hotel.

THE ONA P.L.C.

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2025

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Bond in issue

As at 31st December 2025, the Group had a public listed Bond in issue, namely The Ona p.l.c. €16 million 4.50% Secured Bonds 2028 - 2034 of a nominal value of €100 per Bond issued at par. The Bond was issued pursuant to a Prospectus dated 31st May 2022 and admitted to the Official List of the Malta Stock Exchange p.l.c. with effect from 21st June 2022. The Ona Property Development Ltd. (“TOPDL”), The Ona Real Estate Ltd. (“TORE”) and The Ona Hospitality Ltd. (“TOHL”) acted as guarantors of this bond issue (the “Guarantor”).

Notes in issue

On 26th June 2023 The Ona p.l.c. issued €5 million 6.5% Unsecured Notes 2028 of a nominal value of €1,000 per Note, issued and redeemable at par. The Notes were fully subscribed. In accordance with the Prospectus dated 1st June 2023, the proceeds from the Notes issue were utilised by the Group to finance its property development projects.

Review of business

AC Hotel by Marriott

The 4-star Hotel having 106 rooms and forming part of the “AC by Marriott Hotels" chain of hotels, opened its doors on 23rd May 2023. During the year ended 31st December 2025 the Hotel generated a profit of €1.69 million.

Property development projects

The Birkirkara project

The Birkirkara Project was fully completed in Q2 2024. TORE generated €3.4 million in revenue from this project in 2025. As at 31st December 2025 all units have been sold except for two garages which revenue is expected to be generated in 2026.

The St Paul’s Bay Project

On 11th October 2023 TOPDL acquired the site at St Paul’s Bay and works started during Q1 2024. This project, which comprises 39 residential units and 35 lock-up garages/parking spaces is expected to be completed by Q1 2026. During 2025 all units are on promise of sale agreements and the expected revenue to be generated in 2026 by TOPDL from this project amounts to circa €12 million.

The Mosta project

On 14th September 2023 TOPDL acquired the site at Mosta and works started during Q4 2023. This project, which comprises 12 residential units and 2 lock-up garages/parking spaces was completed in Q1 2025. The revenue generated in 2025 by TOPDL from this project amounted to €2.8 million with an additional €0.6 million to be generated in 2026.

Investment property

The revenue of €1.7 million generated by the sale of the investment property occurred in May 2025 and no gain/loss was realised on such sale.

Other developments

In addition to its involvement in ACMUS plc, the Group will continue to actively evaluate and selectively pursue opportunities for expansion within the property development sector

ACMUS P.L.C focus on property acquisition and development for resale. As of 31st December 2025, the Company was developing five sites – two in Mgarr, one in Mosta and another two in St Julian’s. Both Mgarr projects and the Mosta site have been completed, with revenue being generated from March 2026 until December 2026. The remaining developments are still in the early stages of construction.

THE ONA P.L.C.

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2025

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Principal risks and uncertainties

The Company is dependant 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 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 otherwise experiences adverse fluctuations or volatility in cash flows, liquidity strains or other financial difficulties, such underperformance or adverse financial position would adversely affect the operational and financial results of the Group as a whole and consequently, that of the Company.

As a holding Company, the majority of the Company’s income consists of the dividends and the interest on loans it receives from its subsidiaries. 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 market, economic and financial risks which are mitigated in the most prudent way. These risks are addressed in notes 11 and 13 to these financial statements.

The company continues to monitor current global and regional economic developments, including inflationary pressures and geopolitical uncertainties, which may impact the Company’s operating environment. Despite these challenges, the Directors remain confident in the Company’s resilience and its ability to adapt to evolving market conditions.

The Directors constantly monitor the performance of the Company and the Group to ensure that risks are mitigated effectively.

Results and dividends

The results for the year ended 31st December 2025 are shown in the income statement on Page 8. The Group registered operational profit of €3,249,999 and a profit of €995,473 after taxation (2024 – Loss after taxation of €813,044), while the Company registered a Profit after taxation of €1,111 (2024 – Profit after taxation of €3,935).

The Directors do not recommend the payment of a final dividend.

Directors

The directors of the Company who held office during the year were:

Cliona Muscat (Executive Director)

Francis X. Gouder (Non-Executive Director)

Alfred Attard (Non-Executive Director)

Dr Ann Marie Agius (Non-Executive Director)

Justin Cutajar (Executive Director) – (Resigned 30th January 2026)

In terms of Company’s Articles of Association, unless they resign or are removed, Directors shall hold office up until the end of the annual general meeting next following their appointment. Directors whose term of office expires or who resign or are removed are eligible for re-appointment. All Directors, except a Managing Director, shall retire from office once at least in each three (3) years, but shall be eligible for re-election.

Company secretary

The Company's Secretary is Dr Karen Coppini.

THE ONA P.L.C.

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2025

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Statement of Directors’ responsibilities

The directors are required by the Companies Act (Chap. 386) to prepare financial statements in accordance with International Financial Reporting Standards as adopted by the EU which give a true and fair view of the state of affairs of the 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 International Financial Reporting Standards as adopted by the European Union;

-adopt the going concern basis unless it is inappropriate to presume that the company will continue in business;

-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 the group and which enable the directors to ensure that the financial statements comply with the Companies Act (Chap. 386). This responsibility includes designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. The directors are also responsible for safeguarding the assets of the company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Annual report and consolidated financial statements of The Ona p.l.c. for the year ended 31 December 2025 are made available on the company’s website. 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 on the Company’s website is available in other countries and jurisdictions, where legislation governing the preparation and dissemination of financial statements may differ from requirements or practice in Malta.

Statement by the Directors pursuant to the Capital Market Rule 5.68

The directors declare that to the best of their knowledge, the financial statements prepared in accordance with the applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the 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 the Capital Market Rule 5.62

The directors, at the time of approving 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.

Auditor

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

Signed on behalf of the Board of Directors on 29 April 2026 by Ms. Cliona Muscat (Director) and Francis X Gouder as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.

THE ONA P.L.C.

STATEMENT OF COMPLIANCE WITH PRINCIPLES OF GOOD CORPORATE GOVERNANCE

FOR THE YEAR ENDING 31 DECEMBER 2025

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1. Introduction

Pursuant to the requirements of the Capital Market Rules issued by the Malta Financial Services Authority, The Ona p.l.c. hereby reports that in April 2026 it introduced a Corporate Governance Code based on the “Code of Principles of Good Corporate Governance” appended to Chapter 5 of the Capital Market Rules (the “Appendix”) and taking into account the General Code of Conduct for Decision Makers in the Financial Services Industry introduced by the MFSA on the 13 January 2026 as best practice to ensure integrity, accountability, transparency, compliance, respect and fairness (the “Code”). The Company hereby reports on the extent to which the Company has complied with the provisions of the said Appendix as well as the measures adopted to ensure compliance with these same principles and the Code.

The Ona p.l.c. acts as a finance company to the Group and as such has minimal operations. Its primary function is the lending and monitoring of the proceeds of the public bond to the Group. The Ona p.l.c. has no employees other than the directors and the company secretary.

2. Compliance with the Code

The Board of Directors of The Ona p.l.c. (The Company) believe in the adoption of the Code and has endorsed it except where the size and/or circumstances of the company are deemed by the Board not to warrant the implementation of specific recommendations.

Additionally, the Board recognises that, by virtue of Capital Market Rule 5.101, the company is exempt from making available the information required in terms of Capital Market Rules 5.97.1 to 5.97.3, 5.97.6 to 5.97.8.

Moreover, the Board also acknowledges that the requirements emanating from Directive 2014/95/EU as published in Circular 05/16 – Transposition of Directive 2014/95/EU do not apply to the Company since it does not classify as a ‘large company’ under the definition of the Directive.

3. The Board of Directors

The board of directors is responsible for the Company’s affairs, for the overall direction of the Company and being dynamically involved in supervising the systems of control and financial reporting.

The Board formally convened five (5) times during the financial year ended 31 December 2025. It is currently composed of four members, three of whom are independent from the Company or related parties. Ms. Cliona Muscat holds the position of Chairperson to the Board.

As at date of this statement, the Board of Directors is composed as follows:

Cliona Muscat (Executive Director)

Francis X. Gouder (Independent Non-Executive Director)

Alfred Attard (Independent Non-Executive Director)

Dr Ann Marie Agius (Independent Non-Executive Director)

There is no CEO role required in the Company due to the nature of the Company and as such the board carries out the policy decisions regarding the Company.

THE ONA P.L.C.

STATEMENT OF COMPLIANCE WITH PRINCIPLES OF GOOD CORPORATE GOVERNANCE

FOR THE YEAR ENDING 31 DECEMBER 2025

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4. Committees

i. Audit Committee

In accordance with the Capital Market Rules, The Ona p.l.c. has established an Audit Committee, which terms of reference are based on the principles set out by the said Capital Market Rules. The Audit Committee is entirely composed of independent, non-executive directors. At present, Francis X. Gouder acts as chairperson, whilst Alfred Attard and Dr Ann Marie Agius act as members. In compliance with the Capital Market Rules, Francis X. Gouder and Alfred Attard are the independent Non- Executive Director who are both competent in accounting and auditing matters having previously served in various senior positions in several financial institutions.

The committee’s primary object is to assist the board in fulfilling its supervisory and monitoring responsibility by reviewing the company’s financial statements and disclosures, monitoring the system of internal control established by management as well as the audit process. The audit committee formally convened seven (7) times during the financial year ended 31st December 2025.

ii. Remuneration and Nomination Committees

Under present circumstances, the board does not consider it necessary to appoint a remuneration committee and a nomination committee as decisions on these matters are taken at shareholder level and by the board itself.

iii. Evaluation of the board’s performance

Under present circumstances, the board does not consider it necessary to appoint a committee to carry out a performance evaluation of its role as the board’s performance is constantly under the scrutiny of the shareholders of the company.

5. Remuneration Statement

In terms of Rule 8.A.4 of the Appendix the Company is to include a remuneration statement in its annual report which should include details of the remuneration policy of the Company in respect of the financial packages of members of the Board of Directors of the Company.

The remuneration payable to directors of the Company consists of fixed remuneration only. No part of the remuneration paid to the directors is performance-based and none of the directors (in their capacity as directors of the Company) are entitled to profit-sharing, share options or pension benefits. The directors do not receive any form of monetary or non monetary perks or benefits. There were no changes to this policy from the previous year and the Company does not intend to change the policy in the foreseeable future.

Remuneration paid to the Directors by the subsidiaries of the Company for the year from 1st Jan 2025 to 31st December 2025 amounted to €18,900 (2024 - €18,000).

6. Internal Control

While the Board is ultimately responsible for the Company’s internal controls as well as their effectiveness, authority to operate the Company is delegated to the Executive Director. The Company’s system of internal controls has been drawn up through the Internal Control Manual to manage risks in the most appropriate manner. Procedures are in place for the Company to control, monitor and assess risks and their implications through ongoing cash flow monitoring reports and strategic plans which are presented to the Executive Director.

THE ONA P.L.C.

STATEMENT OF COMPLIANCE WITH PRINCIPLES OF GOOD CORPORATE GOVERNANCE

FOR THE YEAR ENDING 31 DECEMBER 2025

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7. Relations with the bondholders and the market

The market and bondholders alike are kept up to date with all relevant information, the Annual Report and Financial statements, as well as, via company announcements made through the Malta Stock Exchange and on the Company’s website. The Company also makes available its Corporate Calendar on its website in the interest of good governance and transparency.

8. Institutional shareholders

This principle is not applicable since the Company has no institutional shareholders.

9. Conflicts of interest

The directors always act in the interest of the Company and its shareholders. If any director has a conflict of interest, the Director will not be allowed to vote on the matter at hand.

10. Corporate Social Responsibility

The Group adhered to accepted principles of corporate social responsibility in its day-to-day practices by acting ethically in the day-to-day management of the business and strives to improve the quality of life of the workforce as well as of the society at large. The Group also regularly supports charitable causes.

Signed on behalf of the Board of Directors on 29 April 2026 by Ms. Cliona Muscat (Director) and Mr Francis X Gouder.

THE ONA P.L.C.

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

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Revenue	4.1	11,296,109	7,670,065	-	-
Interest income	4.1	-	-	1,180,240	1,180,240
		11,296,109	7,670,065	1,180,240	1,180,240
Costs
Operating expenses	4.5	(7,271,148)	(4,803,955)	-	-
Gross profit		4,024,961	2,866,110	1,180,240	1,180,240
Administrative expenses	4.5	(774,962)	(807,751)	(53,687)	(72,900)
Other operating income	14.3	-	48,543	-	-
Earnings before interest, tax and depreciation		3,249,999	2,106,902	1,126,553	1,107,340
Depreciation and amortisation	5.2	(884,032)	(876,423)	-	-
Finance costs	10.6	(898,240)	(896,672)	(1,124,843)	(1,124,843)
Decrease in fair value of investment property	12	-	(1,000,000)	-	-
Dividend income	14.2	-	18,024	-	18,014
Share of loss in associate	7.2	(43,610)	(76,901)	-	-
Profit/ (loss) before taxation		1,424,117	(725,070)	1,710	511
Tax (charge)/ credit	14.1	(428,644)	(87,974)	(599)	3,424
Profit/ (loss) after taxation		995,473	(813,044)	1,111	3,935
Total comprehensive Profit/ (loss) for the year		995,473	(813,044)	1,111	3,935
Profit/ (loss) attributable to:
Equity holders of the Company		995,473	(813,044)	1,111	3,935

Group

Company

2025

2024

2025

2024

€

Notes

THE ONA P.L.C.

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

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		Group	Group	Company	Company
		2025	2024	2025	2024
ASSETS	Notes	€	€	€	€
Non-current assets
Property, plant and equipment	5.2	23,549,848	24,400,798	-	-
Deferred tax asset	14.1	13,065	-	6,190	6,789
Investment property	12	-	1,700,000	-	-
Investment in joint venture	7.2	3,502,283	42,480	-	-
Investment in subsidiaries	7.1	-	-	4,062,486	4,062,486
Trade and other receivables	9.6	-	2,578,898	25,256,009	24,574,462
		27,065,196	28,722,176	29,324,685	28,643,737
Current assets
Inventories	6.1	8,605,528	9,496,669	-	-
Trade and other receivables	9.6	1,263,480	539,529	15,430	14,603
Current tax asset	14.1	3,070	3,070	3,070	3,070
Cash at bank and in hand		2,564,074	170,988	26,034	28,146
		12,436,152	10,210,256	44,534	45,819
TOTAL ASSETS		39,501,348	38,932,432	29,369,219	28,689,556
EQUITY AND LIABILITIES
Equity
Called up issued share capital	16.1	7,271,693	7,271,693	7,271,693	7,271,693
Other reserves	16.2	(3,386,933)	(3,386,933)	373,153	373,153
Retained earnings		5,069,832	4,074,359	45,052	43,941
Total equity		8,954,592	7,959,119	7,689,898	7,688,787
Liabilities
Non-current liabilities
Long term borrowings	10.4	20,981,387	23,436,455	20,491,451	20,411,608
Deferred tax liability	14.1	-	176,911	-	-
		20,981,387	23,613,366	20,491,451	20,411,608
Current liabilities
Short term borrowings	10.4	6,175,458	3,776,283	600,000	-
Trade and other payables	10.8	3,367,245	3,560,998	587,870	589,161
Current tax liability	14.1	22,666	22,666	-	-
		9,565,369	7,359,947	1,187,870	589,161
Total liabilities		30,546,756	30,973,313	21,679,321	21,000,769
TOTAL EQUITY AND LIABILITIES		39,501,348	38,932,432	29,369,219	28,689,556

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 Ms. Cliona Muscat (Director) and Mr. Francis Gouder (Director) as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Report and Financial Statement.

THE ONA P.L.C.

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

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Other

Fair value

Retained

Capital

Reserves

Gain reserve

Earnings

Total

Group

€

As at 1 January 2024

7,271,693

(3,386,933)

836,052

4,051,351

8,772,163

Comprehensive income

Loss for the year

(813,044)

Movement in FV

(836,052)

836,052

(836,052)

23,008

(813,044)

Balance at 31 December 2024

7,271,693

(3,386,933)

4,074,359

7,959,119

Comprehensive income
Profit for the year	-	-	-	995,473	995,473
Balance at 31 December 2025	7,271,693	(3,386,933)	-	5,069,832	8,954,592

Other

Fair value

Retained

Capital

Reserves

Gain reserve

Earnings

Total

Company

€

As at 1 January 2024

7,271,693

373,153

40,006

7,684,852

Comprehensive income

Profit for the year

3,935

Balance at 31 December 2024

7,271,693

373,153

43,941

7,688,787

Comprehensive income

Profit for the year

1,111

Balance at 31 December 2025

7,271,693

373,153

45,052

7,689,898

THE ONA P.L.C.

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

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Group

Company

Note

2025

2024

2025

2024

Cash flows from operating activities

€

Profit/(loss) before taxation		1,424,117	(725,070)	1,710	511
Adjustments for:
Depreciation	5.2	884,032	876,423	-	-
Finance costs	10.7	818,397	816,829	1,045,000	1,045,000
Amortisation of key money		(15,000)	(15,000)	-	-
Amortisation of bond issue costs		79,843	79,843	79,843	79,843
Decrease in FV of investment property	12	-	1,000,000	-	-
Share of loss in Joint venture	7.2	43,610	76,901	-	-
Operating profit before working capital changes		3,234,999	2,109,926	1,126,553	1,125,354
Movement in inventory	6.1	891,141	272,739	-	-
Movement in receivables	9.6	(1,648,446)	(561,078)	(826)	918,245
Movement in payables	10.9	(193,775)	(1,282,712)	(1,293)	7,070
Cash generated from operations		2,283,919	538,875	1,124,434	2,050,669
Income tax paid		(618,618)	(230,547)	-	-
Interest paid		(818,397)	(1,411,732)	(1,045,000)	(1,045,000)
Net cashflows generated from/(used in) from operating activities		846,904	(1,103,404)	79,434	1,005,669
Cash flows from investing activities
Payments to acquire property, plant and equipment and PPE under development	5.2	(33,080)	(128,560)	-	-
Investment in FI held at FVOCI		-	991,504	-	991,504
Proceeds from the sale of investment property		1,700,000	-	-	-
Net cashflows (used in)/ from investing activities		1,666,920	862,944	-	991,504

Cash flows from financing activities

Movement in related party balances		-	-	(681,546)	(2,521,887)
Movement in shareholders' loans		38,400	(39,435)	600,000	-
Net bank borrowings	10.4	261,133	(861,168)	-	-
Net cash generated from/ (used in) financing activities		299,533	(900,603)	(81,546)	(2,521,887)
Net movement in cash and cash equivalents		2,813,357	(1,141,063)	(2,112)	(524,714)
Cash and cash equivalents at the beginning of the year		(1,034,400)	106,663	28,146	552,860
Cash and cash equivalents at the end of the year	9.8	1,778,957	(1,034,400)	26,034	28,146

THE ONA P.L.C.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

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1.Basis of preparation

1.1 Information about the Company

The Ona p.l.c. (the ‘Company’) is a public limited liability which was incorporated in Malta on 20 January 2022. The Company’s registration number is C-101370 and the Company’s registered office is AC Hotel St. Julians, 13, Lourdes Lane, San Giljan STJ 3311, Malta.

1.2 Information about the Group

The consolidated financial statements include the financial statements of The Ona p.l.c. and its subsidiaries. The Company and the subsidiaries are together referred to as ‘the Group’. The Group owns and operates a 4-star hotel in St. Julians - AC Hotel by Marriot 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
The Ona Hospitality Ltd.	Non-operating	100%	100%
The Ona Property Development Ltd.	Real Estate	100%	100%
The Ona Real Estate Ltd.	Real estate and hospitality operations	100%	100%
Joint Venture
Acmus Group P.L.C	Real estate	50%	-
Acmus Properties Limited	Real estate	50%	-
Acmus Property Developments Limited	Real estate	50%	50%

All Subsidiaries’ have a registered address at AC Hotel St. Julians, 13, Lourdes Lane, San Giljan STJ 3311, Malta and the Joint ventures’ address is at Hyatt Centric Malta, Triq Santu Wistin, San Giljan.

Further information on the subsidiaries and associates is disclosed in note 7.1

1.3 Basis of preparation

Compliance with IFRS and with the Maltese Companies Act

The financial statements of the Company and the consolidated financial statements of the Group 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. 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.

THE ONA P.L.C.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

____________________________________________________________________________________________

____________________________________________________________________________________________________

1.3 Basis of preparation - continued

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) Credit risk: estimates and assumptions made in measuring expected credit loss allowances on loans and advances.	Note 9.10
b) Taxes: judgement made in determining the amount of deferred tax asset that can be recognised.	Note 13.1
c) NRV of inventories – estimates and assumptions made in determining the NRV of properties held for re-sale	Note 6

1.4Going concern basis

As at the date of signing these financial statements, based on the information currently available, the Directors confirm that they have reasonable expectation that the Group and the Company have adequate resources to continue in operation for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing these financial statements.

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

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

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

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

c)Amendments to IAS 1 Presentation of Financial Statements:

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

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

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

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

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

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

IFRS 18 Presentation and Disclosure in Financial Statements

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

THE ONA P.L.C.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

____________________________________________________________________________________________

____________________________________________________________________________________________________

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

IFRS 18 Presentation and Disclosure in Financial Statements – continued

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:

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

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

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

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

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

a)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.

THE ONA P.L.C.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

____________________________________________________________________________________________

____________________________________________________________________________________________________

4.Revenue from contracts with customers

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 generally received when legal title is transferred

4.1Disaggregation of revenue from contracts with customers

	Group	Group	Company	Company
	2025	2024	2025	2024
	€	€	€	€
Real estate segment
Sale of property	6,284,700	2,900,000	-	-
Hospitality segment
Accomodation and related services	4,368,126	4,148,190	-	-
Other services	643,283	621,875	-	-
Interest income (i)	-	-	1,180,240	1,180,240
	11,296,109	7,670,065	1,180,240	1,180,240

i.Interest income

The amounts recognised within this line item includes interest income recognised using the effective interest method on loans advanced to the Company’s subsidiaries. The effective interest rate on the instrument is 5.3% on €16,000,000 advanced bond proceeds and 7.2% on €5,000,000 advanced bond proceeds. Details of bond proceeds advanced are in note 9.6.

THE ONA P.L.C.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

____________________________________________________________________________________________

____________________________________________________________________________________________________

4.Revenue from contracts with customers - continued

4.2Segment information

2025	Hospitality Operations	Property Trading	Unallocated	Total
	€	€	€	€
Revenue	5,011,409	6,284,700	-	11,296,109
Segment Profit	1,691,511	1,558,488	-	3,249,999
Other operating income	-	-	-	-
Group EBITDA	1,691,511	1,558,488	-	3,249,999
Depreciation and amortisation	(884,032)	-	-	(884,032)
Finance costs	(720,000)	(98,397)	(79,843)	(898,240)
Share of loss in joint venture	-	(43,610)	-	(43,610)
Profit before taxation	87,479	1,416,481	(79,843)	1,424,117
Tax credit/ (charge)	54,573	(482,618)	(599)	(428,644)
Profit for the year	142,052	933,863	(80,442)	995,473
Segment assets – Non-current	23,562,913	3,502,283	-	27,065,196
Segments assets - Current	325,415	9,323,375	2,787,362	12,436,152
	23,888,328	12,825,658	2,787,362	39,501,348
Segment liabilities – Non current	20,752,701	228,686	-	20,981,387
Segments liabilities - Current	212,705	8,286,126	1,066,538	9,565,369
	20,965,406	8,514,812	1,066,538	30,546,756

THE ONA P.L.C.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

____________________________________________________________________________________________

____________________________________________________________________________________________________

4.Revenue from contracts with customers - continued

4.2Segment information - continued

2024	Hospitality Operations	Property Trading	Unallocated	Total
	€	€	€	€
Revenue	4,770,065	2,900,000	-	7,670,065
Segment Profit	1,774,825	283,534	-	2,058,359
Other operating income	-	48,543	-	48,543
Group EBITDA	1,774,825	332,077	-	2,106,902
Depreciation and amortisation	(876,423)	-	-	(876,423)
Finance costs	(720,000)	-	(176,672)	(896,672)
Interest income	-	-	10	10
Dividend	-	-	18,014	18,014
Decrease in fair value of investment property	-	(1,000,000)	-	(1,000,000)
Share of loss in joint venture	-	(76,901)	-	(76,901)
Profit before taxation	178,402	(744,824)	(158,648)	(725,070)
Taxation	-	-	(87,974)	(87,974)
Profit for the year	178,402	(744,824)	(246,622)	(813,044)
Segment assets – Non current	24,400,798	4,321,378	-	28,722,176
Segments assets - Current	248,597	9,462,817	498,842	10,210,256
	24,649,395	13,784,195	498,842	38,932,432
Segment liabilities – Non current	21,278,761	2,296,205	38,400	23,613,366
Segments liabilities - Current	311,724	5,278,459	1,769,764	7,359,947
	21,590,485	7,574,664	1,808,164	30,973,313

4.3 Liabilities related to contracts with customers

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

	Group	Group	Company	Company
	2025	2024	2025	2024
	€	€	€	€
Contract liabilities
Advanced deposits – Real estate segment (note 10.9)	525,290	234,050	-	-
Deferred income – Accomodation and related services	31,078	13,062	-	-
	556,368	247,112	-	-

4.4 Revenue that was included in advanced deposits at the beginning of the period

	Group	Group	Company	Company
	2025	2024	2025	2024
	€	€	€	€
Property trading operators	234,050	-	-	-

THE ONA P.L.C.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

____________________________________________________________________________________________

____________________________________________________________________________________________________

4.Revenue from contracts with customers - continued

4.5Expenses by nature

Group		Group	Company	Company
2025		2024	2025	2024
€		€	€	€
Cost of property sold	4,146,774	2,175,000	-	-
Commission on property sold	371,139	129,934	-	-
Commission on accommodation	291,925	251,394	-	-
Food & Beverage cost	258,767	240,667	-	-
Wages and salaries	1,018,422	917,328	-	-
Sub-Contractors	292,157	293,414	-	-
Directors’ remuneration	136,259	244,649	18,900	18,022
Utility expenses	183,569	158,242	-	-
Franchise fees	357,302	336,013	-	-
Repairs and maintenance	87,637	66,020	-	-
Laundry cost	105,364	105,757	-	-
Other expenses – Note i	796,795	693,288	34,787	54,878
	8,046,110	5,611,706	53,687	72,900

Note i – other expenses

Other expenses comprise of various expenditure items with the largest expense amounting to €83,554 (2024: €72,611) in relation to advertising and promotion for the Group and €14,267 (2024: €31,828) relating to legal and professional fees for Company.

5.Property, Plant and Equipment

5.1Measurement of different classes of property, plant and equipment

Property, plant and equipment comprise a 110-room, four-star hotel operating under the AC Marriott 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, less any estimated residual value, over their estimated useful lives, using the straight-line method, on the following bases:

	Years
Buildings	50
Furniture, fixtures & fittings	10
Plant and machinery	15
Computer Equipment	4
Electrical & Plumbing	15
Lifts	10

THE ONA P.L.C.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

____________________________________________________________________________________________________________________________________________________

_____________________________________________________________________________________________________________________________________________________________

5.Property, Plant and Equipment – continued

5.2Analysis of balance

	Land	Buildings	Furniture, fixtures and fittings	Plant & Machinery	Computer equipment	Electrical & Plumbing	Lift	Total
Group	€		€	€	€		€	€
Cost
At 1st January 2024	11,770,980	6,693,582	3,211,911	369,315	346,438	2,511,350	918,674	25,822,250
Additions	-	70,475	15,881	5,051	27,344	9,810	-	128,561
Over-accrual of additions in PY	-	(136,856)	-	-	-	-	-	(136,856)
At 1st January 2025	11,770,980	6,627,201	3,227,792	374,366	373,782	2,521,160	918,674	25,813,955
Additions	-	5,001	5,140	3,787	14,111	5,043	-	33,082
At 31st December 2025	11,770,980	6,632,202	3,232,932	378,153	387,893	2,526,203	918,674	25,847,037
Depreciation
At 1st January 2024	-	79,337	187,361	39,063	50,522	126,862	53,589	536,734
Charge for the year	-	134,679	322,779	67,773	93,445	165,879	91,868	876,423
At 1st January 2025	-	214,016	510,140	106,836	143,967	292,741	145,457	1,413,157
Charge for the year	-	137,279	323,293	68,404	96,973	166,197	91,886	884,032
At 31st December 2025	-	351,295	833,433	175,240	240,940	458,938	237,343	2,297,189
Net Book Value
At 31 December 2025	11,770,980	6,280,907	2,399,499	202,913	146,953	2,067,265	681,331	23,549,848
At 31 December 2024	11,770,980	6,413,185	2,717,652	267,530	229,815	2,228,419	773,217	24,400,798
At 1 January 2024	11,770,980	6,614,245	3,024,550	330,252	295,916	2,384,488	865,085	25,285,516

Security

Hotel Land and Buildings within property, plant and equipment held by the Group are pledged as security to the value of €16m for non-current borrowings.

THE ONA P.L.C.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

____________________________________________________________________________________________

_______________________________________________________________________________________________________

6.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.

Properties held for re-sale

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.

6.1Make up of inventory tiems

	Group	Group	Company	Company
	2025	2024	2025	2024
Properties held for sale	€	€	€	€
Cost of land and development costs	7,273,001	8,709,326	-	-
Capitalised borrowing costs	1,332,527	751,343	-	-
Hospitality inventory
Hotel consumables	-	36,000	-	-
	8,605,528	9,496,669	-	-

Inventories recognised as an expense during the year ended 31st December 2025 amounted to €4,146,774 (2024: €1,335,757). These were included in operating expenses.

6.2Capitalised borrowing costs

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

During the year, the Group continued the construction of previously acquired development projects. These projects are financed through bank borrowings. Borrowing costs capitalised during the year amounted to €581,185 (2024: €563,348). The capitalisation rates used to determine the amount of borrowing costs eligible for capitalisation was 5% for bank borrowings representing the effective interest rates of the respective specific borrowings.

The Group does not have any general borrowings. All bank and bond financing arrangements are specific borrowings directly attributable to the acquisition and development of identified hotel property and properties in inventory. Accordingly, borrowing costs eligible for capitalisation are determined based on the actual borrowing costs incurred on these specific facilities. As a result, the capitalisation rate applied corresponds directly to the effective interest rate (EIR) of the respective financing instruments, and therefore no separate weighted average capitalisation rate for general borrowings is applicable to the Group.

THE ONA P.L.C.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

____________________________________________________________________________________________

_______________________________________________________________________________________________________

6.Inventories - continued

6.3Estimates and judgements

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

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

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

7.Interest in subsidiaries and other entities

Investments in subsidiaries and other entities comprise:

	Group	Group	Company	Company
	2025	2024	2025	2024
	€	€	€	€
Subsidiaries	-	-	4,062,486	4,062,486
Joint ventures	3,502,283	42,480	-	-
	3,502,283	42,480	4,062,486	4,062,486

7.1Subsidiaries

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
	€	€
At 1 January	4,062,486	4,062,486
At 31 December	4,062,486	4,062,486
At 31 December
Cost	4,062,486	4,062,486

7.2Interest in Joint venture

The Group has a 50% interest and voting rights in Acmus P.L.C.

The results and assets and liabilities of the joint venture are incorporated in these financial statements using the equity method of accounting. In the Group’s financial statements, investments in associates are accounted for on the basis of the direct equity interest. No dividends were distributed from joint ventures during the year.

THE ONA P.L.C.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

____________________________________________________________________________________________

_______________________________________________________________________________________________________

7.2Interest in Joint venture – continued

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

	Group	Group
	2025	2024
Group	€	€
As At 1 January	42,480	1,623,278
Transfer from/(to) loans and advances – Note I	3,503,413	(1,503,898)
Share of loss after tax	(43,610)	(76,901)
As at 31 December	3,502,283	42,480

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 9.6

Group re-organisation

In July 2025, as part of a reorganisation of the Group’s interest in Joint venture, The Ona Property Developments, a subsidiary of the The Ona P.LC transferred its entire shareholding in Acmus Property Development Limited to Acmus P.LC – 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
	2025	2024
Associates	€	€
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)
Capital commitments	3,467,410	14,704,395

The joint venture has no contingent liabilities as at 31 December 2025 and 31 December 2024.

THE ONA P.L.C.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

____________________________________________________________________________________________

_______________________________________________________________________________________________________

8.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.

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

9.1Initial recognition and measurement

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

9.2Subsequent measurement

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

9.3Debt 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 proceeds and other funds advanced to those subsidiaries included under non-current financial assets.

9.4Derecognition

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

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

9.5Impairment

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

-Disclosures for significant assumptions and credit exposure in note 9.1

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 ONA P.L.C.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

____________________________________________________________________________________________

_______________________________________________________________________________________________________

9.Financial assets other than interest in subsidiaries and other entities - continued

9.5Impairment - continued

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.

9.6Trade and other receivables

		Group	Group	Company	Company
		2025	2024	2025	2024
		€	€	€	€
Non-Current
Loans and receivables
Amounts due from subsidiaries	i	-	-	25,256,009	24,574,462
Amounts due from Joint ventures	7.2	-	2,578,898	-	-
		-	2,578,898	25,256,009	24,574,462

		Group	Group	Company	Company
		2025	2024	2025	2024
		€	€	€	€
Current
Trade and other receivables
Amounts owed by commonly controlled entities	ii	599,928	389,402	-	-
Trade receivables		37,417	25,608	-	-
Other receivables		504,633	41,424	-	-
Prepayments and accrued income		121,502	78,915	15,430	14,603
Indirect tax refundable		-	4,180	-	-
		1,263,480	539,529	15,430	14,603

i.Amounts due from subsidiaries

By virtue of the Prospectus dated 31st May 2022, The Ona p.l.c. issued for subscription by the general public 160,000

Secured bonds having a nominal value of €100 each for an aggregate principal amount of €16,000,000. (Refer to note 22.)

During the financial year 2023, The Ona P.L.C issued 5,000 unsecured notes having a nominal value of €1,000 per note up to an aggregate amount of €5,000,000.

€20,530,000 these amounts have been loaned to the Company’s subsidiaries as follows:

-€15,680,000 at an annual rate of 5.3%, (2024: €15,680,000) These loans are secured and to be repaid in fully by 21 June 2034.

-€4,850,000 at an annual rate of 7.2% (2024: €4,850,000). These loans are unsecured and to be repaid in full by June 2028.

The remaining 4,726,009 (2024: €4,044,462) is unsecured and interest free. Such amounts are presented as non-current where the Company does not expect to exercise its right to demand payment within twelve months.

The Company’s subsidiaries, the guarantors in respect of the Company’s bond issue have undertaken to pay all amounts

of principal and interest that will become due and payable by the Company to the bondholders.

The carrying amount of the loans is considered a reasonable approximation of its fair value.

No loss allowance has been recognised as any such impairment would be insignificant.

ii.Amounts due from commonly controlled entities

These amounts are interest free, unsecured and repayable on demand

THE ONA P.L.C.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

____________________________________________________________________________________________

_______________________________________________________________________________________________________

9.Financial assets other than interest in subsidiaries and other entities - continued

9.7Estimates 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 Group 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.

9.8Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, 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.

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	2,539,074	145,988	1,034	3,146
Security trust	25,000	25,000	25,000	25,000
Bank overdraft (note 10.4)	(785,117)	(1,205,388)	-	-
	1,778,957	(1,034,400)	26,034	28,146

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

9.9Financial assets measured at fair value through other comprehensive income

Financial assets at fair value through other comprehensive income (FVOCI) comprise debt securities where the contractual cash flows are solely principal, and interest and the objective of the Group’s business model is achieved both by collecting contractual cash flows and selling financial assets. These comprise investments in listed bonds in the local market. On disposal of these debt investments, any related balance within the FVOCI reserve is reclassified to profit or loss within ‘Gains/(losses) reclassified to profit or loss’ upon derecognition of financial.

	Group	Group	Company	Company
	2025	2024	2025	2024
	€	€	€	€
At 1 January	-	991,504	-	991,504
Redemption of investment	-	(1,009,518)	-	(1,009,518)
Dividends received	-	18,014	-	18,014
At 31 December	-	-	-	-

THE ONA P.L.C.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

____________________________________________________________________________________________

_______________________________________________________________________________________________________

9.Financial assets other than interest in subsidiaries and other entities - continued

9.10Credit 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
Amounts due from subsidiaries	-	-	25,256,009	24,574,462
Amounts due from commonly controlled entity	599,928	2,968,300	-	-
Trade and other receivables	663,552	150,127	15,430	14,603
At 31 December	1,263,480	3,118,427	25,271,439	24,589,065

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.

THE ONA P.L.C.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

____________________________________________________________________________________________

_______________________________________________________________________________________________________

9.Financial assets other than interest in subsidiaries and other entities - continued

9.10Credit 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 and 31 December 2023 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.

THE ONA P.L.C.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

____________________________________________________________________________________________

_______________________________________________________________________________________________________

10Financial liabilities recognition, measurement and presentation

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.

10.1Initial recognition, measurement and presentation

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

10.2Subsequent measurement

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

10.3Derecognition

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

10.4Borrowings

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:

THE ONA P.L.C.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

____________________________________________________________________________________________

_______________________________________________________________________________________________________

10Financial liabilities recognition, measurement and presentation – continued

10.4Borrowings - continued

	Group	Group	Company	Company
	2025	2024	2025	2024
	€	€	€	€
Current
Shareholders’ loans (ii)	275,302	236,902	600,000	-
Bank loans (i)	5,115,039	2,333,993	-	-
Bank overdraft (i)	785,117	1,205,388	-	-
	6,175,458	3,776,286	600,000	-

	Group	Group	Company	Company
	2025	2024	2025	2024
	€	€	€	€
Non-current
Bank loans (i)	228,686	2,748,597	-	-
Bonds (ii)	20,491,451	20,411,608	20,491,451	20,411,608
Third party loans	261,250	276,250	-	-
	20,981,387	23,436,455	20,491,451	20,411,608
Total borrowings	27,156,846	27,212,738	21,091,451	20,411,608

The debts securities are disclosed at the value of the proceeds less the net book amount of the transaction costs as follows:

	Group	Group	Company	Company
	2025	2024	2025	2024
	€	€	€	€
Face value of bonds
Bonds	21,000,000	21,000,000	21,000,000	21,000,000
Issue costs	(760,505)	(760,505)	(760,505)	(760,505)
Accumulated amortisation	251,956	172,113	251,956	172,113
Net book amount	(508,549)	(588,392)	(508,549)	(588,392)
Amortised cost	20,491,451	20,411,608	20,491,451	20,411,608

i.Bank loans and overdraft

The Group’s bank loan facilities as at 31st December 2025 amounted to €6,128,842 (2024: €9,9,336,469) and an overdraft facility of €1,353,724 (2024: €1,353,724), out of which the amount of €2,240,541 was not yet utilised as at 31 December 2025.

These facilities are secured by general hypothecs and special hypothecs over the Group’s assets as follows:

-€1,750,000 – General hypothec on all assets of the subsidiary – The Ona Property Development present and future, included within inventory

-€4,495,000 – Specific hypothec on property in Qawra including the airspace included within inventory

These hypothecs are guaranteed by the subsidiaries and its shareholders, which have bound themselves jointly and severally liable for the repayment of the loans and the interest thereon, pursuant and subject to the terms and conditions in the sanction letter.

Repayment of these loans is to be made from proceeds derived from the sale of properties as laid out in the repayment terms in the sanction letters.

ii.Shareholders’ loans

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

THE ONA P.L.C.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

____________________________________________________________________________________________

_______________________________________________________________________________________________________

10.Financial liabilities recognition, measurement and presentation – continued

10.4Borrowings – continued

iii.Bonds

By virtue of the Prospectus dated 31st May 2022, The Ona p.l.c. issued for subscription by the general public 160,000 secured bonds having a nominal value of €100 each for an aggregate principal amount of €16,000,000. These bonds have been issued at par.

The bonds are subject to a fixed interest rate of 4.5% per annum payable on the 21 of June of each year up to redemption date. All bonds, unless previously purchased and cancelled, will be redeemable at par on 21 June 2034 or, at the sole option of the Group, any date falling between 21 June 2028 and 20 June 2034.

In financial year 2023, The Ona P.L.C issued 5,000 unsecured notes at par having a nominal value of €1,000 per note up to an aggregate amount of €5,000,000. These unsecured notes are subject to a fixed interest rate of 6.5% per annum payable annually on 23 June of each year. The redemption date of these unsecured notes is 23 June 2028.

The €16m bonds are subject to the terms and conditions in the prospectus and are listed on the Malta Stock Exchange. The €5m unsecured participation notes are transferable but not traded on any regulated market or other trading facility. These are subject to the terms and conditions in the prospectus dated 1 June 2023.

Quoted Market Price

	Group	Group	Company	Company
	2025	2024	2025	2024
	€	€	€	€
€16,000,000 secured bond	98	100	100	100
€5,000,000 unsecured notes	Not traded	Not traded	Not traded	Not traded

The directors are of the opinion that this price represents the fair value of these liabilities; as at balance sheet date, the fair value of the secured bonds therefore amounts to €15,680,000 (2024: €16,000,000). The fair value calculation is classified within Level of IFRS 13’s fair value hierarchy.

	Group	Group	Company	Company
	2025	2024	2025	2024
	€	€	€	€
Interest rate exposure:
Interest free	275,302	236,902	600,000	-
At floating rates	6,390,092	6,564,228	-	-
At fixed rates	20,491,451	20,411,608	20,491,451	20,411,608
	27,156,845	27,212,738	21,091,451	20,411,608

THE ONA P.L.C.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

____________________________________________________________________________________________

_______________________________________________________________________________________________________

10.Financial liabilities recognition, measurement and presentation – continued

10.4Borrowings – continued

	Group	Group	Company	Company
	2025	2024	2025	2024
	%	%	%	%
Weighted average effective interest rates
At the balance sheet date:
Bank loans	4.93	4.93	-	-
Bond	4.98	4.98	4.98	4.98

	Group	Group	Company	Company
	2025	2024	2025	2024
	€	€	€	€
Maturity of long-term borrowings:
Between 1 and 5 years	11,698,776	11,703,449	5,633,382	4,902,319
Over 5 years	15,458,069	15,509,289	15,458,069	15,509,289
	27,156,845	27,212,738	21,091,451	20,411,608

10.5Collateral granted in favour of the security trustee

Security for the fulfilment of the Company’s obligations in term of the bond issue is to grant in favour of the security trustee for the benefit of the bond holders, a first ranking special hypothec over the hotel security property for the sum of €16,000,000 and interest thereon and charges in connection therewith, to be constituted by the Guarantor in favour of the security trustee for the benefit of the beneficiaries by virtue of the Security Trust Deed dated 31st May 2022.

10.6Finance 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
	€	€	€	€
Included in profit or loss
Interest on bond (i)	720,000	720,000	1,045,000	1,045,000
Interest on bank	98,397	96,829	-	-
Bond issue costs	79,843	79,843	79,843	79,843
	898,240	896,672	1,124,843	1,124,843
Interest capitalised in statement of financial position
Bond Interest included in inventory	349,200	349,200	-	-
Bank interest and charges included in inventory	232,015	269,903	-	-
	581,215	619,103	-	-

(i) Interest on bond

This amount represents interest expense on the debt securities in issue, as set out in note 10.4 to these financial statements.

THE ONA P.L.C.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

____________________________________________________________________________________________

_______________________________________________________________________________________________________

10.Financial liabilities recognition, measurement and presentation – continued

10.7Reconciliation 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.

Group	As at 1 January 2025	Cash flows	Other liability related changes	As at 31 December 2025
	€	€	€	€
Bank borrowings	6,287,978	(159,136)	-	6,128,842
Bonds	20,411,608	-	79,843	20,491,451
Third party loans	276,250	-	(15,000)	261,250
	26,975,836	(159,136)	64,843	26,881,543

Group	As at 1 January 2024	Cash flows	Other liability related changes	As at 31 December 2024
	€	€	€	€
Bank borrowings	5,943,758	344,220	-	6,287,978
Bonds	20,331,765	-	79,843	20,411,608
Third party loans	291,250	-	(15,000)	276,250
	26,566,773	344,220	64,843	26,975,836

Company	As at 1 January 2025	Cash flows	Other liability related changes	As at 31 December 2025
	€	€	€	€
Bonds	20,411,608	-	79,843	20,491,451

Company	As at 1 January 2024	Cash flows	Other liability related changes	As at 31 December 2024
	€	€	€	€
Bonds	20,331,765	-	79,843	20,411,608

THE ONA P.L.C.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

____________________________________________________________________________________________

_______________________________________________________________________________________________________

10.Financial liabilities recognition, measurement and presentation – continued

10.8Trade 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.

	Group	Group	Company	Company
	2025	2024	2025	2024
	€	€	€	€
Trade payables	814,272	660,214	10,976	15,578
Capital creditors (ii)	17,185	908,928	-	-
Capital Accruals (i)	1,071,324	800,358	575,813	572,983
Other payables	217,966	235,406	1,081	600
Indirect tax payable	15,449	31,096	-	-
Accruals and deferred income	705,759	690,946	-	-
Advanced deposits	525,290	234,050	-	-
	3,367,245	3,560,998	587,870	589,161

Note i - Capital accruals

Capital accruals represent costs relating to construction, development works and finishings performed on the Group’s inventory properties (2024: hotel property and inventory) 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.

Note ii – 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.

11.Liquidity 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 10.4. 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 liability position of €2.87m (2024: net current liability position of €2.85m). 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.

THE ONA P.L.C.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

____________________________________________________________________________________________

_______________________________________________________________________________________________________

11.Liquidity risk exposure from financial liabilities – continued

	Group	Group	Company	Company
	2025	2024	2025	2024
	€	€	€	€
Within one year
Trade and other payables	3,367,245	3,560,998	587,870	589,161
Current income tax liability	22,666	22,666	-	-
Bond interest	1,045,000	1,045,000	1,045,000	1,045,000
Other financial liabilities	275,302	236,902	600,000	-
Bank loan	4,498,003	739,292	-	-
	9,208,216	5,604,858	2,232,870	1,634,161
Between 2 - 5 years
Bank loan	-	4,788,118	-	-
Bond interest	8,855,000	9,180,000	8,855,000	9,180,000
	8,855,000	13,968,118	8,855,000	9,180,000
Over 5 years
Bank loan	-	-	-	-
Bond interest and principal	18,880,000	19,600,000	18,880,000	19,600,000
	18,880,000	19,600,000	18,880,000	19,600,000
Total	36,943,216	39,172,976	29,967,870	30,414,161

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

12.Investment property

Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the Group, is classified as investment property. Investment property comprises freehold and leasehold land and buildings, and land and buildings held under long term operating leases.

Investment property is initially measured at cost, including transaction costs. Subsequent to initial recognition, investment property is stated at fair value at the end of the reporting period. Gains or losses arising from changes in the fair value of investment property are recognised in profit or loss in the period in which they arise.

The fair value of investment property reflects, among other factors, rental income from current leases and assumptions about rental income from future leases in the light of current market conditions. The fair value also reflects, on a similar basis, any cash outflows that could be expected in respect of the property.

Subsequent expenditure is charged to the asset’s carrying amount only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance costs are charged to the profit loss account during the financial period in which they are incurred.

THE ONA P.L.C.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

____________________________________________________________________________________________

_______________________________________________________________________________________________________

12.Investment property - continued

	Group	Group	Company	Company
	2025	2024	2025	2024
	€	€	€	€
At Fair value
At 1 January	1,700,000	2,700,000	-	-
Decrease in fair value of investment property		(1,000,000)	-	-
Disposal	(1,700,000)	-	-	-
At 31 December	-	1,700,000	-	-

Measuring investment property at fair value

Investment property principally land and buildings, which was held for long-term rental yields and are not occupied by the Group. The Group sold its investment property during the current year which is included in the income statement.

13Financial 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 8.9 and 9.9 respectively. This note provides information about market risk.

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.

Cash 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 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 €16,000,000 ten-year bond incurring interest of 5% and €6,000,000 five year securities incurring interest of 6% 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.

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. The fair values of long-term borrowings, together with the related fair value disclosures, are presented in note 10.4.

THE ONA P.L.C.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

____________________________________________________________________________________________

_______________________________________________________________________________________________________

14.Income tax and other income and expenditure

14.1Income tax

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
	€	€	€	€
Deferred tax charge	(53,976)	(147,170)	599	(6,126)
Current tax charge	482,620	235,144	-	2,702
	428,644	87,974	599	(3,424)

Current tax (liability)/ asset

	Group	Group	Company	Company
	2025	2024	2025	2024
	€	€	€	€
At 1 January	(19,596)	(19,552)	3,070	(1,483)
Charge for the year	(482,620)	(235,144)	-	-
Provisional tax paid	-	4,553	-	4,553
Tax paid at source	482,620	230,547	-	-
At 31 December	(19,596)	(19,596)	3,070	3,070

THE ONA P.L.C.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

____________________________________________________________________________________________

_______________________________________________________________________________________________________

14.Income tax and other income and expenditure - continued

14.1Income tax - 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
	€	€	€	€
(Loss)/ Profit for the year	1,424,117	(725,070)	1,710	511
Tax at the applicable rate of 35%	498,441	(253,775)	599	179
Tax effect of:
Exempt income	(5,250)	(5,250)	-	-
Effect of movement in FV	-	270,000	-	-
Difference arising on profit subject to FWT on income	(73,017)	68,529	-	(3,603)
Difference arising on related party interest capitalised as subsidiary levels	8,470	8,470	-	-
Tax charge for the year	428,644	87,974	599	(3,424)

Deferred tax liability/ (asset)

Deferred taxes are calculated on all temporary differences under the liability method using a principal tax rate of 35%/ 10% (2024: 35%/10%). The movement in the deferred tax account is as follows:

	Group	Group	Company	Company
	2025	2024	2025	2024
	€	€	€	€
Balance as the beginning of the year	176,911	324,081	(6,789)	(663)
Recognised in profit and loss
Movement in effect of capital allowances over depreciation	18,272	37,615	-	-
Movement in fair vlaue of investment property	(136,000)	(80,000)	-	-
Movement in absorbed tax losses and capital allowances	(72,248)	(104,785)	599	(6,126)
	(189,976)	(147,170)	599	(6,126)
Balance at the end of the year	(13,065)	176,911	(6,190)	(6,789)

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.

14.2Investments income

	Group	Group	Company	Company
	2025	2024	2025	2024
	€	€	€	€
Interest income	-	10	-	-
Dividend income	-	18,014	-	18,014
	-	18,024	-	18,014

THE ONA P.L.C.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

____________________________________________________________________________________________

_______________________________________________________________________________________________________

14.Income tax and other income and expenditure - continued

14.3Other operating income

	Group	Group	Company	Company
	2025	2024	2025	2024
	€	€	€	€
Rental income	-	48,543	-	-

14.4Fees 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
	€	€	€	€
Annual statutory audit	18,650	18,650	6,400	6,400
Tax compliance services	2,000	2,000	500	500
	20,650	20,650	6,900	6,900

14.5 Staff wages and employee information

	Group	Group	Company	Company
	2025	2024	2025	2024
	€	€	€	€
Gross wages, salaries and director’s fees	1,019,259	1,031,399	18,900	18,022
Social security cost	95,440	76,617	-	-
	1,114,699	1,108,016	18,900	18,022

The average number of persons employed during the year, including directors, was made up as follows:

	Group	Group	Company	Company
	2025	2024	2025	2024
	Number	Number	Number	Number
Administrative	8	5	-	-
Operational	47	44	-	-
Directors	5	5	5	5
	60	54	5	5

15.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 10.4) divided by total equity (as shown in the statement of financial position).

THE ONA P.L.C.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

____________________________________________________________________________________________

_______________________________________________________________________________________________________

15.Capital management - continued

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.

16.Equity

16.1Share capital

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

	Group	Group	Company	Company
	2025	2024	2025	2024
	€	€	€	€
Authorised share capital
9,999,999 “A” Ordinary shares of €1 each	9,999,999	9,999,999	9,999,999	9,999,999
1 “B” Ordinary shares of €1 each	1	1	1	1
	10,000,000	10,000,000	10,000,000	10,000,000
Issued share capital
7,271,692 “A” Ordinary shares of €1 each	7,271,692	7,271,692	7,271,692	7,271,692
1 “B” Ordinary shares of €1 each	1	1	1	1
	7,271,693	7,271,693	7,271,693	7,271,693

The Ordinary “A” shares issued by the Company rank pari passu in all respects.

The following table shows the movement in the issued share capital of the Group and the Company.

	Group	Group	Company	Company
	2025	2024	2025	2024
	€	€	€	€
At 1 January	7,271,693	7,271,693	7,271,693	7,271,693
At 31 December	7,271,693	7,271,693	7,271,693	7,271,693

16.2Other reserves

On 19th April 2022, by virtue of a Group restructuring accounted for under the reorganisation method in these financial statements, the Group companies assigned the amount of €3,581,162 previously classified as borrowings repayable in full at the option of the lender within 30 days from receipt of notice, owed to related parties outside Group to the ultimate shareholder. Consequently, these loans were assigned to the new Parent company on 19th April 2022 which resulted in Parent Company becoming the new debtor of the shareholder. This payable balance was subsequentely capitalised to ordinary shareholding on 27th April 2022. Refer to note 1 to these financial statements.

THE ONA P.L.C.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

____________________________________________________________________________________________

_______________________________________________________________________________________________________

17.Other disclosures

17.1Related party transactions

During the course of the year the Group and the Company entered into transactions with related parties. These transactions have been carried at arm's length. The related party transactions in question were:

	Group	Group	Company	Company
	2025	2024	2025	2024
	€	€	€	€
Revenue
Interest income	-	-	1,180,240	1,180,240
Loan (from)/ to related parties outisde the Group	-	(650,882)	-	-

17.2Commitments

Capital expenditure:

Commitments for capital expenditure not provided for in these financial statements are as follows:

	Group	Group	Company	Company
	2025	2024	2025	2024
	€	€	€	€
Contracted but not provided for	-	2,240,541	-	-

INDEPENDENT AUDITORS’ REPORT TO THE SHAREHOLDERS OF

THE ONA 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 The Ona p.l.c. set out on pages 8 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).

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

INDEPENDENT AUDITORS’ REPORT TO THE SHAREHOLDERS OF

THE ONA P.L.C.

__________________________________________________________________________________________________

_______________________________________________________________________________________________________

Recoverability of Parent Company loans to its Subsidiary Companies.

The principal activity of the Company, The Ona p.l.c., is to raise financial resources from the capital markets to finance the capital projects of the companies forming part of The Ona Group. Out of a total of €21 million debt securities in issue, €16 million are guaranteed by its subsidiaries and secured by properties owned by The Ona Real Estates Limited, and an additional €5 million are unsecured notes.

The proceeds from the debt securities in issue have been advanced to the Company’s subsidiaries, The Ona Real Estates Limited, The Ona Hospitality Limited and The Ona Property Developments Limited, under similar duration and terms, but with a higher lending rate in order for The Ona p.l.c. to cover its operating expenses.

The recoverability of the loans advanced to The Ona Real Estates Limited, The Ona Hospitality Limited and The Ona Property Developments Limited and the debt servicing thereon is dependent on the success of the operations of the subsidiaries within the Group. These loan advances as at 31 December 2025 amounted to a total of €20.5 million.

As explained in accounting policy Note 9.10, the recoverability of these loans is assessed at the end of each financial year.

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

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

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

-Assessing the reasonableness of the key assumptions used by management in preparing the forecasts, including expected revenues 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 subsidiaries are 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 loans 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 € 23.5 million. As at 31 December 2025, the carrying amount of the property amounted to 60% 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.

The Ona 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:

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

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

-Checked the relative disclosures in the financial statements.

INDEPENDENT AUDITORS’ REPORT TO THE SHAREHOLDERS OF

THE ONA P.L.C.

__________________________________________________________________________________________________

_______________________________________________________________________________________________________

Valuation of inventory

As disclosed in Note 6 to the financial statements, property inventory amounted to €8.6 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.-Tested, on a sample basis, the costs capitalised to property inventory by agreeing them to supporting documentation such as supplier invoices, contractor certificates, development cost schedules, labour costs and borrowing costs.-Audit procedures carried out in relation to net realisable value included comparing estimated selling prices used by management with recent sales transactions, signed promise of sale agreements and available market data for comparable properties.-Assessed management’s estimates of costs to complete ongoing developments by comparing them with approved project budgets, contractual agreements with contractors and historical cost data.-Evaluated the adequacy of the disclosures in the financial statements relating to property inventory.

Other Information

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

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

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

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

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

INDEPENDENT AUDITORS’ REPORT TO THE SHAREHOLDERS OF

THE ONA P.L.C.

__________________________________________________________________________________________________

_______________________________________________________________________________________________________

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.

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.

INDEPENDENT AUDITORS’ REPORT TO THE SHAREHOLDERS OF

THE ONA P.L.C.

__________________________________________________________________________________________________

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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 The Ona 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

THE ONA P.L.C.

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Report on Corporate Governance Statement of Compliance

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

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

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

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

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

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

We were first appointed as auditors of the Group and the Company for the financial period ended 31 December 2022. Our appointment has been renewed by shareholders resolution representing a total period of uninterrupted appointment of 4 years.

This copy of the audit report has been signed by:

MICHAEL CURMI

for and on behalf of

VCA CERTIFIED PUBLIC ACCOUNTANTS

29 April 2026