Company Registration No.: C 87554
Annual Report
and
Consolidated Financial Statements
31 December 2025
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
1
CONTENTS
Pages
General information 2
Directors’ report 3 – 10
Corporate governance – Statement of compliance 11 – 19
Remuneration report 20 – 22
Statements of comprehensive income 23
Statements of financial position 24 – 25
Statements of changes in equity 26 – 27
Statements of cash flows 28
Notes to the financial statements 29 – 65
Independent auditor’s report 66 – 73
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
2
GENERAL INFORMATION
Registration
company under the Maltese Companies Act (Cap. 386). The Company’s registration number is C87554.
Directors
Ivan Calleja
Joseph Pace
Manuel Piscopo
Charles Scerri
Patrick Hall
Richard J. Saliba (deceased on 2 August 2025)
Maria P. Deguara (appointed on 17 October 2025)
Company Secretary
Richard Deschrijver
Registered Office and Principal Place of Business
8, TCS Building
Triq Hal Luqa
Qormi QRM 9072
Bankers
Bank of Valletta p.l.c.
219-220
Triq ix-Xatt
Gzira GZR 1022
Malta
APS Bank p.l.c.
APS Centre
Tower Street
Birkirkara BKR 4012
Malta
Auditors
RSM Malta
Mdina Road
Zebbug ZBG 9015
Malta
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
3
DIRECTORS’ REPORT
The Directors present their annual financial report and the audited financial statements of The Convenience
Shop (Holding) plc (“the Company” or “the Parent Company”) and the audited consolidated financial
statements of the Company and its subsidiaries (collectively, “the Group”) for the year ended 31 December
2025.
Directors
The Directors who served during the year were as follows:
Charles Scerri (Chairman)
Ivan Calleja
Joseph Pace
Manuel Piscopo
Patrick Hall
Richard J. Saliba (deceased on 2 August 2025)
Maria P. Deguara (appointed on 17 October 2025)
The directors are deeply saddened by the passing of Mr Richard Saliba on 2 August 2025, who served on
our Board with great dedication and integrity. We honour his memory with gratitude for his invaluable
contributions. Dr Maria P. Deguara was co-opted as director of the Company to replace Mr Saliba.
Overview
finance arm of The Convenience Shop Group. The Group, of which the Company is the parent, consists of
the entities as detailed below.
- The Convenience Shop Limited (C 87556)
- The Convenience Shop (Management) Limited (C 87711)
- Daily Retail Challenges Limited (C 79662)
- Aynic & Co. Limited (C 74750)
- Seafront Express Limited (C 73435)
- The Convenience Shop for Puttinu Cares Limited (C 90748)
In 2019, the Company announced the offer of €5,000,000 5% unsecured bonds callable 2026-2029, issued
in terms of the Company Admission Document dated the 8 March 2019 (‘the Bonds’). Bond subscriptions
closed on the 22 March 2019 with the bond being fully subscribed and admitted to the Prospects MTF on
the 28 March 2019. The funds were utilised for the acquisition of going concern businesses, to repay
balances due to shareholders and to finance new shop openings.
Restructuring and Initial Public Offering (IPO)
On 25 January 2023, the Malta Financial Services Authority authorised the admissibility to listing on the
Official List of the Malta Stock Exchange of 7,700,000 ordinary shares of a nominal value of €0.16 each at
an issue price of €0.97 per share, representing 25% of the Company’s issued share capital (the “Shares”).
The Shares were issued to the public in accordance with the requirements of the Maltese Companies Act
Cap. 386 and the Capital Markets Rules of the Malta Financial Services Authority. The Shares have been
admitted to the official list of the Malta Stock Exchange on 10 May 2023 and trading commenced on 11
May 2023.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
4
DIRECTORS’ REPORT - continued
Principal activities
The principal activity of the Group is to operate and franchise grocery stores in the fast-moving consumer
goods (‘FMCG’) industry. Through its subsidiaries, the Company manages a chain of retail outlets under a
new brand identity, the MyConvenience and the MySupermarket brands in various locations across Malta
and Gozo with a shop count of 49 owned shops and 54 franchised shops as at 31 December 2025. The
Group, through another subsidiary, also enters into franchise agreements with franchisees, thereby
granting the right to use and operate under the MyConvenience brand.
Review of the business
Trading performance
The Group delivered a strong sales performance in 2025 within a highly competitive FMCG retail
environment, marked by sustained high inflation and intensified pricing pressures. Group turnover
increased by 14% to €53.0 million (2024: €46.4 million).
Gross profit for the year ended 31 December 2025 was €6.0 million (2024: €5.9 million), while profit before
tax was €1.1 million (2024: €1.6 million). Adjusted for the impact of IFRS 16 Leases, Group EBITDA stood
at €3.2 million (2024: €3.3 million).
The reduction in profitability primarily reflects deliberate and substantial investments in the Group’s long-
term operating capability, particularly in strengthening its workforce and brand platform, as part of a clear
expansion strategy. Under new leadership, the Group successfully transitioned the entire pool of
subcontracted staff to direct employees. This strategic move, combined with a comprehensive training
programme across the entire workforce, has created a more engaged, skilled and loyal team that forms a
solid foundation for scaleable growth.
These initiatives, while increasing labour costs in an already tight and competitive labour market, were
implemented in parallel with a major rebranding exercise, the launch of a proprietary mobile app and a new
loyalty scheme. Marketing expenditure rose accordingly to support these activities. In addition, planning
delays on two large supermarket projects resulted in trained teams being in place ahead of opening,
temporarily impacting cost absorption.
Despite these transitional pressures, the underlying fundamentals of the business remain exceptionally
strong. The 14% increase in sales alongside resilient gross margins clearly demonstrates the enduring
appeal of the Group’s offer and the effectiveness of its operational discipline. The investments made during
2025 have significantly enhanced the Group’s capacity and readiness to execute its expansion programme
seamlessly. With the new outlets now opening and the strengthened team and brand platform in place, the
Group is well positioned to deliver improved performance, higher returns and sustainable value creation for
shareholders in the year ahead and beyond.
Financial position
The Group’s total assets as at 31 December 2025 amounted to €49.7 million, compared to €41.8 million as
at 31 December 2024, reflecting continued investment in the Group’s asset base and operational
infrastructure.
In terms of liquidity, the Group maintained a solid position, with cash and cash equivalents of €0.8 million
as at 31 December 2025 (2024: €1.9 million). The Group generated net cash flows from operating activities
of €3.6 million (2024: €5.3 million), which were primarily utilised to fund capital expenditure on property,
plant and equipment and intangible assets aimed at enhancing the in-store customer experience and
supporting overall operational capabilities. During the year, the Group also distributed dividends of €1.0
million (2024: €1.4 million).
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
5
DIRECTORS’ REPORT – continued
Financial position - continued
The Group’s net borrowings (excluding lease liabilities recognised under IFRS 16) amounted to €8.3 million
as at 31 December 2025 (2024: €6.8 million), while total equity stood at €9.6 million (2024: €9.7 million).
The debt-to-equity ratio increased to 0.86 (2024: 0.70), primarily reflecting higher borrowing levels
alongside a marginally lower equity base.
Investments
In 2025, the Group continued to execute its investment strategy, with capital expenditure in property, plant
and equipment reaching a record €2.4 million, compared to €1.9 million in 2024.
This reflects the Group’s ongoing commitment to expanding and upgrading its retail network and supporting
long-term growth.
During the year, investment activity was undertaken against a backdrop of continued economic expansion
in Malta, with GDP growth remaining robust and supported by strong domestic consumption and tourism
flows. At the same time, the retail environment remained influenced by persistent inflationary pressures,
which continued to impact consumer purchasing behaviour and operating costs.
In response to these market dynamics, the Group prioritised investments aimed at improving operational
resilience and efficiency. This included the ongoing refurbishment of outlets and optimisation of store
layouts, to mitigate cost pressures and enhance sustainability across the network.
The Group also continued to invest in digitalisation and internal systems during the year, strengthening its
technological and human resource platforms to improve data integration, streamline processes, and
support a growing workforce in a tight labour market characterised by continued wage pressures within the
retail sector.
These initiatives are aligned with the Group’s strategic focus on maintaining a modern, efficient, and
customer-centric retail offering, while ensuring that its infrastructure and systems remain scalable and
responsive to evolving market conditions.
Outlook for 2026 and events subsequent to the financial reporting date
As we enter 2026, the Group is well positioned to deliver a step change in performance following the
structural investments made in 2025. The successful transition to a directly employed and highly trained
workforce, combined with our enhanced brand presence, proprietary mobile app and new loyalty scheme,
has created a strong platform for accelerated growth and improved profitability.
We expect Group turnover to increase to €58.3 million in 2026, reflecting the contribution from new outlets
that are now opening, together with continued like-for-like sales momentum driven by our strengthened
customer offering and loyalty initiatives. This represents a further solid advancement on the 14% growth
achieved in 2025 and underscores the underlying strength and resilience of the business in a competitive
FMCG retail landscape.
Gross profit is projected to rise significantly to €7.9 million, while profit before tax is anticipated to increase
to €2.1 million. Group EBITDA, after adjustment for the impact of IFRS 16 Leases, is expected to reach
€4.3 million. These improvements demonstrate the successful conversion of our strategic investments into
enhanced operational efficiency, better cost absorption and stronger bottom-line performance as the
expanded store network matures.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
6
DIRECTORS’ REPORT – continued
Outlook for 2026 and events subsequent to the financial reporting date - continued
On 28 February 2026, geopolitical tensions in the Middle East escalated following airstrikes by the United
States and Israel on Iran and subsequent retaliatory actions by Iran. These developments have contributed
to increased volatility in global energy markets and may lead to disruptions in international supply chains.
The Group does not have direct operations in the affected regions. However, the Group may be indirectly
impacted through increased costs of energy, transportation and goods for resale, as well as potential
changes in consumer demand.
Given the evolving nature of the situation and the uncertainty regarding its duration and broader economic
effects, management is unable at this stage to reliably estimate the financial impact, if any, on the Group’s
operations or financial position.
The competitive environment remains dynamic, with ongoing activity from both incumbent players and new
entrants. However, our more engaged and skilled team, modernised brand identity and digital capabilities
position us to capture additional market share and deliver superior customer experiences. We will continue
to focus on disciplined execution, operational excellence and selective further expansion to drive
sustainable value creation.
We look to the year ahead with confidence. With the heavy lifting of restructuring and brand investment
now largely complete, the Group enters a phase of realisation where improved sales leverage, margin
discipline and cost efficiencies are expected to translate into meaningfully higher returns for shareholders.
Financial risk management
The Group and the Parent Company are exposed to a variety of financial risks, including market risk, credit
risk and liquidity risk, as disclosed in Note 28 to the financial statements.
Principal risks and uncertainties
The Group continues to conduct its operations with due consideration of risk, with the objective of
maintaining a sound financial position while remaining responsive to market developments and business
opportunities. The Group monitors its exposure to key financial and operational risks arising in the normal
course of business.
The Group’s exposure to currency risk is limited, as the majority of purchases, operating expenses and
revenues are denominated in euro. Credit risk is considered low, as sales are mainly settled at the point of
sale by cash or card, and the Group maintains long-standing relationships with its suppliers while complying
with agreed credit terms.
Liquidity and working capital are managed prudently to ensure sufficient stock levels and adequate
liquidity to meet obligations as they fall due.
The Group is exposed to inflationary pressures, particularly in relation to the cost of goods, transportation,
energy and labour, including employee wages. These cost increases are monitored and, where
appropriate, addressed through pricing adjustments and cost management measures. Sustained inflation
may impact margins and consumer demand.
In 2025, the Group has operated in an environment of heightened geopolitical uncertainty, including the
ongoing Russia–Ukraine conflict. This has contributed to increased market volatility and potential
fluctuations in customer demand, as well as possible disruptions to global supply chains, including logistics
delays and variability in input costs. The Group continues to monitor these developments and take
appropriate actions as required.
Other than the risks outlined above, the Board of Directors does not consider that there have been any
material changes to the risks previously identified in the Prospectus relating to the Company’s IPO.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
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DIRECTORS’ REPORT – continued
Statement of directors’ responsibilities for the financial statements
Dividend policy and dividend distribution
The statements of comprehensive income and statements of financial position are set out on pages 23 to
25. As at 31 December 2025, the Group’s retained earnings amounted to €3,151,310 (2024: €3,262,886)
whilst the Company’s retained earnings amounted to €616,753 (2024: €985,623).
As noted in the IPO registration document, the Company’s Board of Directors has implemented a policy to
recommend a dividend distribution of 55% of the recurring free cash flow on an annual basis, subject to
statutory requirements and availability of profits for distribution.
During the Company’s annual general meeting held on the 1st July 2025, the shareholders of the Company
approved the declaration and payment of a final net dividend of €739,200, equivalent to €0.024 per ordinary
share out of prior year profits. On 29 August 2025, the Board declared a net interim dividend of €308,000,
equivalent to €0.01 per ordinary share, which dividend was paid on 30 September 2025. The Board is now
proposing the payment of a final net dividend of €0.024 per ordinary share, for consideration at the
forthcoming Annual General Meeting.
The directors are required by the Maltese Companies Act, Cap. 386 to prepare financial statements which
give a true and fair view of the state of affairs of the Group and the Parent Company as at the end of each
financial year and of the profit or loss for that year.
In preparing the financial statements, the directors are responsible for:
• ensuring that the financial statements have been drawn up in accordance with International
Financial Reporting Standards (IFRS Accounting Standards) as adopted by the European Union
(EU);
• selecting appropriate accounting policies and applying them consistently;
• making judgements and accounting estimates that are reasonable and prudent;
• accounting for income and charges relating to the accounting period on the accrual basis;
• valuing separately the components of asset and liability items; and
• ensuring that the financial statements are prepared on the going concern basis unless it
is inappropriate to presume that the Group and the Parent Company will continue in business as a
going concern.
The directors are responsible for ensuring that proper accounting records are kept which disclose with
reasonable accuracy at any time the financial position of the Group and the Parent Company and which
enable the directors to ensure that the financial statements are free from material misstatement, whether
due to fraud or error, and that they comply with the Maltese Companies Act, Cap. 386. This responsibility
includes designing, implementing and maintaining 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. They are also responsible for safeguarding the assets of the Group and the
Parent Company and hence for taking reasonable steps for the prevention and detection of fraud and other
irregularities.
The financial statements of The Convenience Shop (Holding) plc for the year ended 31 December 2025
are included in the Annual Report 2025, which is available on the Parent Company’s website. The directors
are responsible for the maintenance and integrity of the Annual Report on the website in view of their
responsibility for the controls over, and the security of, the website. Access to information published on the
Parent Company’s website is available in other countries and jurisdictions, where legislation governing the
preparation and dissemination of financial statements may differ from requirements or practice in Malta.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
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DIRECTORS’ REPORT – continued
Statement of directors’ responsibilities for the financial statements - continued
Dividend policy and dividend distribution - continued
Additionally, the directors are responsible for:
• the preparation and publication of the Annual Financial Report, including the consolidated financial
statements and the relevant tagging requirements therein, as required by Capital Markets Rule
5.56A, in accordance with the requirements of the European Single Electronic Format Regulatory
Technical Standard as specified in the Commission Delegated Regulation (EU) 2019/815 (the
“ESEF RTS”);
• designing, implementing and maintaining internal controls relevant to the preparation of the
Annual Financial Report that is free from material non-compliance with the requirements of the
ESEF RTS, whether due to fraud or error; and
• for ensuring the accurate transfer of the information in the Annual Financial Report into a single
electronic format.
Statement of responsibility pursuant to the Capital Market Rules issued by MFSA
We confirm that to the best of our knowledge:
• In accordance with Capital Market Rule 5.68, the financial statements give a true and fair view of
the financial position of the Group and the Parent Company as at 31 December 2025, and of the
financial performance and cash flows for the year then ended in accordance with International
Financial Reporting Standards (IFRS Accounting Standards) as adopted by the European Union
(EU); and
• In accordance with the Capital Market Rules, the Directors’ Report includes a fair review of the
development and performance of the business and the position of the Group and the Parent
Company, together with a description of the principal risks and uncertainties that the Group and
the Parent Company face.
Going concern basis
As at 31 December 2025, total assets exceeded total liabilities by €9.6 million. The Group reported a net
current liability position, mainly attributable to an increase in trade and other payables to third-party
suppliers at the reporting date. Management has assessed the Group’s forecast and is satisfied that the
Group will be able to meet its obligations as they fall due for the foreseeable future.
The Directors, at the time of approving the financial statements, have determined that there is reasonable
expectation that the Group and the Parent Company have adequate resources to continue operating for
the foreseeable future. For this reason, the Directors have adopted the going concern basis in preparing
the financial statements. Reference is made to the outlook, as explained earlier on, for the financial year
ending 31 December 2026 and events occurring after the statement of financial position date.
As required by Capital Markets Rule 5.62, upon due consideration of the Group and Parent Company’s
profitability and statement of financial position, the Directors confirm the Group and Parent Company’s
ability to continue operating as a going concern for the foreseeable future.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
9
DIRECTORS’ REPORT – continued
Shareholders register information pursuant to Capital Markets Rule 5.64
The authorised share capital is one hundred million Euro (€100,000,000) divided into six hundred and
twenty-five million (625,000,000) Ordinary Shares of sixteen Euro cent (€0.16) each. The issued share
capital of the Company is four million nine hundred and twenty-eight thousand Euro (€4,928,000) divided
into thirty million eight hundred thousand (30,800,000) Ordinary Shares of sixteen Euro cent (€0.16) each,
which shares have all been subscribed and paid up. All ordinary shares in the Company (whatever their
class and nominal value) shall rank pari passu for all intents and purposes of law. The Share capital
information of the Company is also disclosed in Note 18 of the financial statements.
For the purposes of Rule 5.176 of the Capital Markets Rules, each of IC Holdings Limited, JMP Holdings
Limited, MPH Malta Limited and GAIA Investments Limited hold 18.75% of the shareholding in the
Company, and Calamatta Cuschieri Investment Services Limited (in its own name and/or for the benefit of
its clients) holds 5,470,987 shares in the Company, representing 17.76% of the Company’s total issued
share capital. In terms of Capital Markets Rule 5.64.2, trading restrictions include the high volume investors
lock-in period, representing the period of twelve (12) months from the date when any discounted Sale
Shares are allotted to high volume investors within which the said high volume investors who have so been
allotted the discounted sale shares undertake not to offer, sell, grant any option, right or warrant to purchase
over or otherwise transfer, assign or dispose of, any of the discounted sale shares in the Company allotted
to them in terms of the IPO. Moreover, the main shareholders of the Company IC Holdings Limited, JMP
Holdings Limited, MPH Malta Limited and GAIA Investments Limited are collectively subject to the Lock-In
Agreement.
On 12 December 2022, the Company and each of the Locked-In Shareholders entered into a Lock-In
Agreement pursuant to which the Locked-In Shareholders undertook, for a period of twenty-four (24)
months from the date when the Shares are admitted to listing on the Official List, not to offer, sell, grant
any option, right or warrant to purchase over or otherwise transfer, assign or dispose of, any of the Share
in the Company retained by them as at the date on which, following closing of the Offers in terms of the
Prospectus, the transfer of the Sale Shares in terms of the Sale Shares Offer shall have been affected (the
‘Lock-In’).
Powers of the Board Members Pursuant to Capital Markets Rule 5.64.9
The rules governing the appointment, election or removal of Directors are contained in the Company’s
Articles of Association, Articles 15.1 to 15.8. The powers and duties of the Directors are outlined in Articles
15.9 to 15.31 of the Company’s Articles of Association.
Save as otherwise disclosed herein, the provisions of Capital Markets Rules 5.64.4 to 5.64.7, 5.64.10 and
5.64.11 are not applicable to the Company.
Disclosure of Material Contracts Pursuant to Capital Markets Rule 5.70.1
It is hereby being declared that, as at 31 December 2025, the Company is not party to any significant
agreement pursuant to Capital Markets Rule 5.64.10.
Company Secretary and Registered Office of the Company Pursuant to Capital Markets Rule 5.70.2
Richard Deschrijver
8, TCS Building, Triq Hal Luqa, Qormi QRM 9072, Malta
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
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DIRECTORS’ REPORT – continued
Remuneration report
The Remuneration report is set out on pages 20 to 22 of this Annual Financial Report and sets out details
of the Remuneration strategy and policy of the Group. The Remuneration Report also sets out the required
details of the remuneration paid to directors and senior executives. The Remuneration Report will be
subject to a vote by the Shareholders at the forthcoming Annual General Meeting. The contents of the
remuneration report have been reviewed by the external auditors to ensure that it conforms with the
requirements of the Capital Market Rules.
Auditor
RSM Malta have expressed their willingness to continue in office and a resolution for their reappointment
will be proposed at the Annual General Meeting.
Signed on behalf of the company’s Board of Directors on 30 April 2026 by Charles Scerri (Chairman)
and Manuel Piscopo (Executive Director) as per the Directors Declaration on ESEF Annual report
submitted in conjunction with the Annual Financial Report 2025.
Registered address:
8, TCS Building
Triq Hal Luqa
Qormi QRM 9072
Malta
30 April 2026
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
11
CORPORATE GOVERNANCE – STATEMENT OF COMPLIANCE
Introduction
The Convenience Shop Holding p.l.c. (the “Company”) has securities admitted to trading on the Malta Stock
Exchange and is subject to the Capital Markets Rules issued by the Malta Financial Services Authority (the
“CMR”). The Company has also issued bonds which are admitted to the Prospects MTF, a multilateral
trading facility operated by the Malta Stock Exchange, and is accordingly subject to the Prospects MTF
Rules issued by the Malta Stock Exchange.
Pursuant to Rule 5.94 of the CMR, the Company should endeavor to adopt the Code of Principles of Good
Corporate Governance contained in Appendix 5.1 to Chapter 5 of the CMR (the “Code”). The Prospects
MTF Rules issued by the Malta Stock Exchange also require qualifying companies admitted to Prospects
MTF and whose securities are listed on a regulated market to comply, provide equivalent disclosures on,
or explain the extent to which they adhere to the relevant corporate governance standards set out in the
Code.
In terms of Rule 5.94 of the CMR and Rule 4.11.13 of the Prospects MTF Rules, the Company hereby
reports on the extent of its adoption of the principles of the Code for the financial year being reported upon.
The Board of Directors (the "Board" or the “Directors”) of the Company acknowledges that, although the
Code does not dictate or prescribe mandatory rules, compliance with the principles of good corporate
governance recommended in the Code is in the best interests of the Company, its shareholders and other
stakeholders.
The Company's decision-making and governance structures have been designed to meet its particular
requirements and to ensure that decisions are taken within an appropriate framework of oversight,
accountability and checks and balances.
General
Good corporate governance is the responsibility of the Board as a whole, and has been, and remains, a
priority for the Company. In determining the most appropriate manner in which to implement the Code, the
Board has taken due account of the Company’s size, nature and operations, and considers that the
adoption of certain mechanisms and structures is proportionate to the scale and complexity of the
Company’s operations.
The Board considers that, to the extent otherwise disclosed herein, the Company has generally been in
compliance with the Code throughout the year under review.
This Statement of Compliance (the “Statement”) sets out the structures and processes in place within the
Company and how these effectively achieve the goals set out in the Code for the year under review. For
this purpose, this Statement makes reference to the pertinent principles of the Code and then sets out the
manner in which the Board considers that these have been adhered to, and instances where these have
not been fully adhered to.
For the avoidance of doubt, reference in this Statement to compliance with the principles of the Code means
compliance with the Code’s main principles.
The Directors consider that for the financial year under review, the Company has generally complied with
the requirements for each of the Code’s main principles. Further information in this respect is provided
hereunder.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
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CORPORATE GOVERNANCE – STATEMENT OF COMPLIANCE - continued
Principle One: The Company's Board of Directors
The role of the Board of Directors is to provide the necessary leadership, set strategy and steward the
values and standards by acting in the best interests of shareholders and other relevant stakeholders. The
Directors report that for the financial year under review, the Directors have provided the necessary
leadership in the overall direction of the Company and have performed their responsibilities for the efficient
and smooth running of the Company with honesty, competence and integrity. The Board is composed of
members who are fit and proper to direct the business of the Company with honesty, competence and
integrity. All the members of the Board are fully aware of, and conversant with, the statutory and regulatory
requirements connected to the business of the Company. The Board is accountable for its performance
and that of its delegates to shareholders and other relevant stakeholders.
The Board has throughout the year under review adopted prudent and effective systems which ensure an
open dialogue between the Board and senior management.
The Company has a structure that ensures a mix of executive and non-executive directors and that enables
the Board to have direct information about the Company's performance and business activities.
Principle Two: The Company's Chairman and Chief Executive Officer
The roles of the Chairman and the Chief Executive Officer are held by separate individuals and the division
of responsibilities is clearly established and agreed by the Board.
The Chairman exercises independent judgment and is responsible to lead the Board and set its agenda,
whilst also ensuring that the directors receive precise, timely and objective information so that they can
take sound decisions and effectively monitor the performance of the Company. The Chairman is also
responsible for ensuring effective communication with shareholders and ensuring active engagement by
all members of the Board for discussion of complex or contentious issues.
The Chief Executive Officer reports regularly to the Board on the business and affairs of the Company and
the Group and the commercial, economic and other challenges facing it. He is also responsible to ensure
that all submissions made to the Board are timely, give a true and correct picture of the issue or issues
under consideration, and are of high professional standards as may be required by the subject matter
concerned.
As at the date of this Statement, Mr. Charles Scerri and Mr. David Tabone act as Chairman of the Company
and Chief Executive Officer of the Group, respectively.
Each subsidiary within the Group has its own management structure and accounting systems and internal
controls, and is governed by its own Board, whose members, are appointed by the Company. This provides
sufficient delegation of powers to achieve effective management. The organisational structure ensures that
decision making powers are spread wide enough to allow proper control and reporting systems to be in
place and maintained in such a way that no one individual or small group of individuals actually has
unfettered powers of decision.
Principle Three: Composition of the Board
The Board is composed of 6 members, with 3 executive and 3 non-executive Directors, with each member
offering core skills and experience that are relevant for the successful operation of the Company. The
Company considers that the current board set up constitutes an appropriate mix between executive and
non-executive directors. The Board is responsible for the overall long-term strategy and general policies of
the Company, of monitoring the Company’s systems of control and financial reporting and communicating
effectively with the market as and when necessary.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
13
CORPORATE GOVERNANCE – STATEMENT OF COMPLIANCE - continued
Principle Three: Composition of the Board - continued
The Board of Directors consists of the following:
• Mr Charles Scerri – Chairman and Non-executive Director
• Mr Joseph Pace – Executive Director
• Mr Ivan Calleja – Executive Director
• Mr Manuel Piscopo – Executive Director
• Mr Patrick Hall – Non-executive Director
• Dr Maria P. Deguara – Non-executive Director
Following the passing of Mr Richard Saliba in 2025, Dr Maria P. Deguara was co-opted by the Directors to
fill the casual vacancy in terms of Article 15.13 of the Company’s Articles of Association, effective as from
the 17
th
October 2025. Dr Maria P. Deguara was also appointed as Chairperson of the Audit Committee as
from the same date.
In accordance with the provisions of the Company’s Articles of Association, the appointment of Directors
to the Board is exclusively reserved to the Company’s shareholders, except in so far as appointment is
made by the Board to fill a casual vacancy, which appointment would be valid until the conclusion of the
next Annual General Meeting of the Company following such an appointment. In terms of the Articles of
Association, a Director shall hold office without retirement until death or until they retire or are removed by
the Company in accordance with Article 140 of the Companies Act Cap. 386.
Mr. Charles Scerri, Mr. Patrick Hall and Dr Maria P. Deguara are considered by the Board to be independent
non-executive members of the Board.
None of the independent non-executive Directors:
a) is or has been employed in any capacity with the Company and/or the Group;
b) has or had a significant business relationship with the Company and/or the Group;
c) has received significant additional remuneration from the Company and/or the Group;
d) has close family ties with any of the Company's executive Directors or senior employees;
e) has served on the Board for more than twelve consecutive years; or
f) is or has been within the last three years an engagement partner or a member of the audit team
of the present or former external auditor of the Company and/or the Group.
Each non-executive Director has declared in writing to the Board that he/she undertakes:
a) to maintain in all circumstances his independence of analysis, decision and action;
b) not to seek or accept any unreasonable advantages that could be considered as compromising
his/her independence; and
c) to clearly express his/her opposition in the event that he finds that a decision of the Board may
harm the Company.
Principle Four: The Responsibilities of the Board
The Board acknowledges its statutory mandate to conduct the administration and management of the
Company. In fulfilling this mandate and discharging its duty of stewardship of the Company, the Board
assumes responsibility for the Company’s strategy and decisions with respect to the issue, servicing and
redemption of its bond in issue, and for monitoring that its operations are in conformity with its commitments
towards bondholders, shareholders, and all relevant laws and regulations. The Board is also responsible
for ensuring that the Company establishes and operates effective internal control and management
information systems and that it communicates effectively with the market.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
14
CORPORATE GOVERNANCE – STATEMENT OF COMPLIANCE - continued
Principle Four: The Responsibilities of the Board - continued
Directors are entitled to seek independent professional advice at any time on any aspect of their duties and
responsibilities, at the Company's expense.
The Board has also established an Audit Committee in terms of rule 4.01.01(d) of the Prospects MTF Rules
and rules 5.117 to 5.134 of the Capital Markets Rules as follows:
The Audit Committee
The Audit Committee’s primary objective is to assist the Board in fulfilling its responsibilities: in dealing with
issues of risk, control and governance; and review the financial reporting processes, financial policies and
internal control structure.
Although the Audit Committee is set up at the level of the Company, its main tasks are also related to the
activities of the Group. Following the passing of Mr Richard Saliba in 2025, Dr Maria P. Deguara was
appointed as Chairperson of the Audit Committee effective on the 17
th
October 2025.
The Board has set formal terms of establishment and the terms of reference of the Audit Committee that
establish its composition, role and function, the parameters of its remit as well as the basis for the processes
that it is required to comply with. The Audit Committee is a sub-committee of the Board and is directly
responsible and accountable to the Board.
Furthermore, the Audit Committee has the role and function of scrutinising and evaluating any proposed
transaction to be entered into by the Company and a related party, to ensure that the execution of any such
transaction is at arm’s length and on a commercial basis and ultimately in the best interests of the Company.
The Audit Committee is composed of 3 members:
• Dr Maria P. Deguara – Chairperson
• Mr Patrick Hall – Member
• Mr Charles Scerri – Member
All 3 members are non-executive independent Directors. Mr Charles Scerri is a qualified accountant.
The Audit Committee has met six (6) times during the financial year ended 31 December 2025, and the
attendance at these meetings was as follows:
Name
Designation
Attendance of Meetings
Mr Richard Saliba
Dr Maria P. Deguara
Mr Patrick Hall
Mr Charles Scerri
Former Chairperson
Chairperson
Non-executive Director
Non-executive Director
4 of 6
1 of 6
6 of 6
6 of 6
Internal Control and Risk Management
The Board is ultimately responsible for the Company’s system of internal controls and for reviewing its
effectiveness. The Directors are aware that internal control systems are designed to manage, rather than
eliminate, the risk of failure to achieve business objectives, and can only provide reasonable, and not
absolute, assurance against normal business risks.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
15
CORPORATE GOVERNANCE – STATEMENT OF COMPLIANCE - continued
Principle Four: The Responsibilities of the Board - continued
During the financial year under review the Company operated a system of internal controls which provided
reasonable assurance of effective and efficient operations covering all controls, including financial and
operational controls and compliance with laws and regulations. The Board has adopted and implemented
appropriate policies and procedures to manage risks and internal controls. The Board plans, controls and
monitors business operations in order to achieve the set objectives. Processes are in place for identifying,
evaluating and managing the significant risks facing the Company.
Through the Audit Committee, the Board reviews the effectiveness of the internal controls, including
financial reporting. The Audit Committee oversees and provides advice to the Board on matters relating to
financial reporting and thereby monitors the integrity of the financial statements and any formal
announcements and disclosures related to financial matters.
Risk identification, control and reporting
The Board, with the assistance of the management team, is responsible for the identification and evaluation
of key risks applicable to the areas of business in which the Company and its subsidiaries are involved.
Processes are in place for identifying, evaluating and managing the significant risks facing the Company
These risks are assessed on a continual basis with a view to control and mitigate where deemed necessary.
The Board receives periodic risk management information to enable the effective monitoring and mitigation
of key risks to the Company and its subsidiaries. This allows the Board to be proactive in ensuring that
financial controls and risk management systems are well established, and to satisfy itself about the integrity
of financial information.
Reporting
The Group has implemented control procedures designed to ensure complete and accurate accounting for
financial transactions and to limit the potential exposure to loss of assets or fraud. Measures taken include
physical controls, segregation of duties and reviews by management. On a periodic basis, the Board
receives a comprehensive analysis of financial and business performance, including reports comparing
actual performance with budgets as well as analysis of any variances. Comprehensive annual financial
plans are prepared, reviewed and approved by the Board. Business alternatives are regularly considered
by the Board on the basis of the variance analysis carried out. Responsibilities for financial performance
against plans are delegated to the management team.
In conclusion, the Board considers that the Company has generally been in compliance with the Principles
throughout the year under review as befits a company of this size and nature. Non-compliance with the
principles and the reasons thereof have been identified below
Principle Five: Board Meetings
The Directors meet regularly to dispatch the business of the Board. The Directors are notified of forthcoming
meetings by the Company Secretary with the issue of an agenda and supporting Board papers, which are
circulated in advance of the meeting. Minutes are prepared during Board meetings recording faithfully
attendance, and resolutions taken at the meeting. The Chairman ensures that all relevant issues are on
the agenda supported by all available information, whilst encouraging the presentation of views pertinent
to the subject matter and giving all Directors every opportunity to contribute to relevant issues on the
agenda. The agenda on the Board seeks to achieve a balance between long-term strategic and short-term
performance issues.
The Board meets as often as frequently required in line with the nature and demands of the business of
the Company. Directors attend meetings on a frequent and regular basis and dedicate the necessary time
and attention to their duties as Directors of the Company. The Board met five (5) times during the financial
year under review.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
16
CORPORATE GOVERNANCE – STATEMENT OF COMPLIANCE – continued
Principle Five: Board Meetings - continued
The following Directors attended Board meetings as follows:
Name
Designation
Number of
Meetings
Mr Charles Scerri
Mr Joseph Pace
Chairman
Director
5 out of 5
5 out of 5
Mr Ivan Calleja
Director
5 out of 5
Mr Manuel Piscopo
Director
5 out of 5
Mr Richard Saliba
Former Director
3 out of 5
Mr Patrick Hall
Director
5 out of 5
Dr Maria P. Deguara
Director
1 out of 5
Principle Six: Information and Professional Development
As part of succession planning and employee retention, the Board and Chief Executive ensure that the
Company implements appropriate schemes to recruit, retain and motivate employees and senior
management and keep a high morale amongst employees.
The Chief Executive, although responsible for the recruitment and selection of senior management,
consults with the Board on the appointment of, and on a succession plan for, senior management.
Training (both internal and external) of management and employees remains a priority. This is coordinated
through the Company's Human Resources Department.
The Board has access to the advice and services of the company secretary who is responsible for ensuring
that board procedures are complied with, as well as for ensuring sound information flows between the
Board and the Audit Committee.
Principle Seven: Evaluation of the Board’s Performance
Under the present circumstances, the Board still does not consider it necessary to appoint a committee to
carry out a performance evaluation of its role, as the Board’s performance is always under the scrutiny of
the shareholders of the Company.
Principle Eight: Committees
A. Remuneration Committee
As is permitted in terms of provision 8.A.2 of the Code, on the basis of the fact that the remuneration of the
directors is not performance-related, the Company has not set up a remuneration committee. Instead, the
functions of the Remuneration Committee are vested in the Board, which itself establishes the remuneration
policies of the Company. Further details on remuneration of the directors are set out in the Remuneration
Report for the financial year under review and is in compliance with the requirements of Capital Markets
Rules 12.26 and contains the information required by Appendix 12.1 of the Capital Market Rules.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
17
CORPORATE GOVERNANCE – STATEMENT OF COMPLIANCE – continued
Principle Eight: Committees - continued
B. Nomination Committee
The Board of Directors considers that the size and operation of the Company does not warrant the setting
up of a nomination committee and will not be incorporating a nomination committee. Appointments to the
Board of Directors are determined by the shareholders of the Company in accordance with the Company’s
Memorandum and Articles of Association. The Company considers that the members of the Board possess
the level of skill, knowledge and experience expected in terms of the Code.
Principles Nine and Ten: Relations with Shareholders and with the Market and Institutional
Shareholders
Pursuant to the Company’s statutory obligations in terms of the Companies Act (Cap. 386 of the Laws of
Malta), the Annual Financial Report and Financial Statements, the election of Directors and approval of
Directors’ fees, the appointment of the auditors, the declaration of a dividend and the authorisation of the
Directors to set the auditors’ fees, and other special business, are proposed and approved at the
Company’s Annual General Meeting.
Apart from the AGM, the Company has continued to communicate with its shareholders and the market by
way of the Annual Report and Financial Statements and by publishing its results on a six-monthly basis
during the year. The Board is also responsible for making relevant public company announcements and for
the Company’s compliance with its continuing obligations in terms of the rules of Prospects MTF and Capital
Markets Rules. With respect to the Company’s shareholders, bondholders and the market in general, during
the financial year under review, there were nineteen (19) Company announcements issued to the market.
The Company’s website (https://my.mt/investor-information/) also contains information about the Company
and its business which is a source of further information to the market.
In view that the Company is subject to the Prospects MTF Rules, the Company is required to hold its Annual
General Meeting within four (4) months of the end of the financial year to, inter alia, consider the annual
financial statements, the directors’ and auditors’ reports for the year, to decide on any dividends
recommended by the Board, to elect directors, appoint auditors and to set their remuneration. Nonetheless,
as communicated in terms of Company Announcement CVS 111 published on the 13
th
March 2026, the
Malta Stock Exchange has granted an extension to such deadline for the Company’s 2026 Annual General
Meeting, to allow shareholders of the Company adequate time to exercise their rights under the Capital
Markets Rules in connection with the Annual General Meeting. Consequently, the Company’s 2026 Annual
General Meeting shall be held by not later than the 31st July 2026 in accordance with the requirements
under the Companies Act (Chapter 386 of the Laws of Malta) and the Capital Markets Rules.
Principle Eleven: Conflicts of Interest
The Directors are strongly aware of their responsibility to act at all times in the interest of the Company and
its shareholders as a whole and of their obligation to avoid conflicts of interest.
Mr. Joseph Pace, Mr. Ivan Calleja and Mr. Manuel Piscopo have a direct beneficial interest in the share
capital of the Company, and as such are susceptible to conflicts arising between the potentially diverging
interests of the shareholders and the Company. During the financial year under review, no private interests
or duties unrelated to the Company were disclosed by the Directors which were or could have been likely
to place any of them in conflict with any interests in, or duties towards, the Company.
If a Director has a continuing material interest that conflicts with the interests of the Company, he/she is
obliged to take effective steps to eliminate the grounds for conflict. In the event that such steps do not
eliminate the grounds for conflict, then the Director should consider resigning.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
18
CORPORATE GOVERNANCE – STATEMENT OF COMPLIANCE – continued
Principle Eleven: Conflicts of Interest - continued
Moreover, the Audit Committee has the task to ensure that any potential conflicts of interest are resolved
in the best interests of the Company. Furthermore, in accordance with the provisions of article 145 of the
Companies Act (Cap. 386 of the Laws of Malta), every Director who is in any way, whether directly or
indirectly, interested in a contract or proposed contract with the Company is under the duty to fully declare
his interest in the relevant transaction to the Board at the first possible opportunity and he will not be entitled
to vote on matters relating to the proposed transaction and only parties who do not have any conflict in
considering the matter will participate in the consideration of the proposed transaction (unless the Board
finds no objection to the presence of such Director with conflict of interest).
Principle Twelve: Corporate Social Responsibility
The Company seeks to adhere to sound Principles of Corporate Social Responsibility in its management
practices and is committed to enhance the quality of life of all stakeholders and of the employees of the
Company and the Group.
The Board is mindful of the environment and its responsibility within the community in which it operates.
Since its origins, the Group chooses to recognise its social and environmental responsibilities by making
Corporate Social Responsibility an important tool to mediate and achieve an optimum balance in
responding to the different needs of the various stakeholders.
In 2025, the Group continued exercising its commitment in supporting several NGOs including the Malta
Community Chest Fund, The Malta Trust Foundation, ALS Malta, Caritas, Missio and Dar Tal-Providenza.
The Group has a retail outlet in Qormi with all profits being passed on to Puttinu Cares Foundation.
The Company has also established the Sandra Calleja Foundation, which is registered with the
Commissioner for Voluntary Organisations under VO/2654 (the ‘Foundation’). The Foundation is intended
to serve as a platform through which the Group shall pursue social impact initiatives, including the
promotion and support of initiatives in the fields of education, healthcare, environmental sustainability, and
community development. The Foundation also carries particular significance for the Group’s founder, Mr
Ivan Calleja, as it honors the memory of his late wife, Sandra Calleja, whose legacy has inspired earlier
community focused initiatives by the Group.
In carrying on its business the Group is fully aware and at the forefront to preserving the environment and
continuously review its policies aimed at respecting the environment and encouraging social responsibility
and accountability.
General Meetings
The manner in which the general meeting is conducted is outlined in Articles 11 - 13 of the Company’s
Articles of Association, subject to the provisions of the Companies Act, the Prospects MTF Rules and the
Capital Markets Rules.
As explained under Principles 9 and 10, the Annual General Meeting of the shareholders shall be convened
to, inter alia, deal with ‘ordinary business’ including the adoption of the annual financial statements, the
directors’ and auditors’ reports for the year, to decide on any dividends recommended by the Board, to
elect directors if necessary, appoint auditors and to set their remuneration.
A presentation is given to the shareholders present detailing the Company’s performance and an
assessment of the future prospects is given.
In addition, and in terms of Article 11.3 of the Articles of Association of the Company, the Board may
convene an extraordinary general meeting whenever is deemed fit.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
19
CORPORATE GOVERNANCE – STATEMENT OF COMPLIANCE – continued
General Meetings - continued
In accordance with Article 12.1 of the Articles of Association, notice of any General Meeting shall be given
to all members of the Company, to all Directors, and to the auditors of the Company. Adequate notice of
general meetings must be given as specified in the Company’s Articles of Association and in the Capital
Markets Rules.
All shareholders registered in the Shareholders’ Register on the Record Date as defined in the Capital
Markets Rules and the Articles of Association of the Company have the right to attend, participate and vote
in the general meetings. A shareholder who cannot participate in the general meeting can appoint a proxy
in accordance with the instructions set forth in the notice convening the general meeting, and such proxy
must be received by the Company at least 24 hours before the time of the general meeting.
Non-Compliance with the Code
As at the date hereof, the Board considers the Company to be in compliance with the Code except for the
following:
Evaluation of the Board’s Performance
The Board has not appointed a committee for the purpose of undertaking an evaluation of the Board’s
performance in accordance with the requirements of Code Provision 7.1. The Board believes that the size
of the Company and the Board itself does not warrant the establishment of a committee specifically for the
purpose of carrying out a performance evaluation of its role. Whilst the requirement under Code Provision
7.1 might be useful in the context of larger companies having a more complex set-up and a larger Board,
the size of the company’s Board is such that it should enable it to evaluate its own performance without the
requirement of setting up an ad-hoc committee for this purpose. The Board shall retain this matter under
review over the coming year.
Committees
The Board considers that the size and operation of the Company does not warrant the setting up of a
remuneration committee and a nomination committee in line with Code Provisions 8A and 8B, respectively.
The Board relies on the constant scrutiny of the Board itself, the company’s shareholders, the market and
the rules by which the company is regulated as a listed entity. In addition, the Board took into consideration
the fact that the remuneration of the Board is not performance related. The Board intends to keep under
review the utility and possible benefits of having a Remuneration Committee in due course.
Appointments to the Board of Directors are determined by the shareholders of the Company in accordance
with the Company’s Memorandum and Articles of Association. The Company considers that the members
of the Board possess the level of skill, knowledge and experience expected in terms of the Code.
Signed on behalf of the Company’s Board of Directors by Charles Scerri (Chairman) and Manuel
Piscopo (Executive Director) on 30 April 2026.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
20
REMUNERATION REPORT
Remuneration Policy
In compliance with Capital Markets Rule 12.26A of the Capital Markets Rules (CMR), the Board of Directors
of the Company has established a remuneration policy (the “Policy”).
The Policy aims to ensure equitable and competitive compensation for all Directors, Key Managerial
Personnel and employees, based on individual performance, industry benchmarks and the overall
performance of the Company. The oversight and implementation of the Policy is the ultimate responsibility
of the Board of Directors. As outlined in the Prospectus relating to the Company’s IPO Listing and in the
Corporate Governance - Statement of Compliance, due to the nature, size and complexity of the
Company’s operations, the size and volume of transactions, and the number of Company staff, and since
the remuneration paid to the Directors is not performance related, the Company has not set up a
remuneration committee and all duties are borne by the Board of Directors.
The key considerations in determining the remuneration for Company officers and employees, as stipulated
in the Policy, include their qualifications, experience, expertise, prevailing industry compensation norms,
and the financial position of the Company.
Contracts for Directors of the Company terminate upon the Director resigning from his/her position by giving
the Company not less than one (1) month written notice, or upon his/her removal from his/her position as
director by the shareholders in accordance with the Articles of Association and the Companies Act (Chapter
386 of the Laws of Malta), or upon expiration of his/her term of office as Director in accordance with the
Articles of Association. If the Director is re-appointed to a further term/s of office as Director, his/her
appointment to the Board of Directors shall be automatically extended and shall terminate upon the
Director’s resignation or removal from his/her position as Director or upon expiration of such further term/s
of office as Director. No termination fees are payable to Directors upon the termination of their tenure.
Remuneration payable to Directors
The CMR also require the Company to prepare a remuneration report (the “Report”) in accordance with the
criteria outlined in Appendix 12.1 ‘Information to be provided in the Remuneration Report’ of the said CMR.
In accordance with the requirements under the CMR, the Company will be submitting the Report to the
shareholders at the forthcoming AGM. In view that the Company qualifies as a small or medium-sized
company, as defined in Article 3 (2) and (3) of Directive 2013/34/EU of the European Parliament and of the
Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related
reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and
of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC, the Report must be
submitted for discussion at the AGM.
The remuneration payable to Directors is determined by the Company in the general meeting. During the
preceding AGM of the Company held on the 1
st
July 2025, the general meeting set the maximum annual
aggregate emoluments payable to the Directors of the Company and its subsidiary entities (the “Group”) at
€320,000. The total sum disbursed as remuneration to the Directors of the Group in 2025 amounted to
€291,630.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
21
REMUNERATION REPORT - continued
Remuneration payable to Directors - continued
For the purposes of Appendix 12.1 of Chapter 12 of the CMR and Rule 8.A.5 of the Code of Principles of
Good Corporate Governance (the “Code”), the following amounts were paid by the Group to the Directors
during the financial year 2025:
Name of Directors
Position
Annual remuneration (Gross)
Fixed
Variable
Share
Option
Total
Mr Charles Scerri
Chairman and Non-Executive
Independent Director
€ 18,666
Nil
Nil
€ 18,666
Mr Richard Saliba
Ex-Non-Executive
Independent Director
€ 8,674
Nil
Nil
€ 8,674
Mr Ivan Calleja
Executive Director
€ 83,006
Nil
Nil
€ 83,006
Mr Joseph Pace
Executive Director
€ 83,006
Nil
Nil
€ 83,006
Mr Manuel Piscopo
Executive Director
€ 83,006
Nil
Nil
€ 83,006
Mr Patrick Hall
Non-Executive Independent
Director
€ 12,272
Nil
Nil
€ 12,272
Dr Maria P. Deguara
Non-Executive Independent
Director
€ 3,000
Nil
Nil
€ 3,000
The fees set forth above are inclusive of the remuneration payable to the directors for their appointment to
the Company’s audit committee.
For clarification purposes, only Mr Charles Scerri, Mr Patrick Hall, Mr Richard Saliba and Dr Maria P.
Deguara received their remuneration from the Company. Mr Ivan Calleja, Mr Joseph Pace, and Mr Manuel
Piscopo received their remuneration for directorship services rendered to the Group from The Convenience
Shop (Management) Limited (C 87711), a fully-owned subsidiary entity of the Company.
For 2024, the total emoluments payable by the Group to afore-mentioned directors (inclusive of fees
payable for their appointment to the Company’s audit committee) were as follows:
Name of Directors
Position
Annual remuneration (Gross)
Fixed
Variable
Share
Option
Total
Mr Charles Scerri
Chairman and Non-
Executive Independent
Director
€18,668
Nil
Nil
€18,668
Mr Richard Saliba
Former Non-Executive
Independent Director
€8,458
Nil
Nil
€8,458
Mr Ivan Calleja
Executive Director
€76,909
Nil
Nil
€76,909
Mr Joseph Pace
Executive Director
€76,909
Nil
Nil
€76,909
Mr Manuel Piscopo
Executive Director
€76,909
Nil
Nil
€76,909
Mr Patrick Hall
Non-Executive
Independent Director
€7,000
Nil
Nil
€7,000
Dr Maria P. Deguara
Non-Executive
Independent Director
Nil
Nil
Nil
Nil
Mr Benjamin Muscat
Ex-Chairman and Non-
Executive Independent
Director
€7,777
Nil
Nil
€7,777
Dr Kevin Deguara
Ex-Non-Executive
Director
€41,750
Nil
Nil
€41,750
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
22
REMUNERATION REPORT - continued
Remuneration payable to Directors - continued
For the purposes of CMR 8.A.4.1, the remuneration structure for Directors of the Company and its
subsidiary entities is established as a fixed annual amount and does not include any performance-related
remuneration such as share options, pension benefits, profit sharing and any other emoluments related to
the performance of the Company or its subsidiaries. The fees payable to the Directors have been
determined on the basis of their time commitment, contribution and ongoing responsibilities towards the
Company and its subsidiary entities. Given the organisational structure of the Group, and the fact that the
Company’s primary assets are its investments in its operating subsidiaries, the Board of Directors considers
fixed remuneration as the appropriate for Director compensation.
Remuneration payable to Senior Executives and employees
Mr Charles Scerri, Mr Patrick Hall, Mr Richard Saliba and Dr. Maria P. Deguara constitute the only
employees of the Company. All other personnel engaged in the Group’s operations are employed by
subsidiary entities of the Company and receive their remuneration from their respective employer/s.
For the purposes of Rule 8.A.4.9 of the Code, the total gross emoluments paid to the Chief Executive
Officer of the Group for the year under review amounted to € 266,081.
Contents of the Remuneration Report
The contents of this Report have been reviewed by the external auditor to ensure that the information
required in terms of Appendix 12.1 of the Capital Markets Rules has been included.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
23
STATEMENTS OF COMPREHENSIVE INCOME
For the year ended 31 December
The notes on pages 29 to 65 are an integral part of these consolidated financial statements.
Group
Company
| 2025 | 2024 | 2025 | 2024 | ||
| € | € | € | € | ||
Notes | |||||
Revenue | 4 | 956,537 | 1,788,783 | ||
Cost of sales | ( | ( | - | - | |
Gross profit | 956,537 | 1,788,783 | |||
Administrative expenses | ( | ( | (311,879) | (590,718) | |
Operating profit | 5 | 644,658 | 1,198,065 | ||
Other income | 7 | 60,000 | 67,472 | ||
Finance costs | 8 | ( | ( | (250,674) | (250,608) |
Finance income | 9 | 224,346 | 318,500 | ||
Gain on disposal of property, plant and equipment | - | - | |||
Profit before tax | 678,330 | 1,333,429 | |||
Tax expense | 10 | ( | ( | - | (186,700) |
Profit for the year | 678,330 | 1,146,729 | |||
| Profit for the year is attributable to: | |||||
Non-controlling interest | ( | ( | - | - | |
Owners of the Company | 678,330 | 1,146,729 | |||
| 678,330 | 1,146,729 | ||||
Basic earnings per share | 21 | 0.022 | 0.037 |
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
24
STATEMENTS OF FINANCIAL POSITION
As at 31 December
Group
Company
| 2025 | 2024 | 2025 | 2024 | ||
| No | € | € | € | € | |
ASSETS | Notes | ||||
| Non-current assets | |||||
Property, plant and equipment | 11 | - | - | ||
Intangible assets | 12 | 4,024,525 | 4,000,000 | ||
| Right-of-use asset | 13 | - | - | ||
| Investment in subsidiaries | 14 | 321,835 | 321,835 | ||
Loans receivable | 15 | 7,680,711 | 7,522,091 | ||
Deferred tax asset | 10 | - | - | ||
Total non-current assets | | 12,027,071 | 11,843,926 | ||
| Current assets | |||||
Inventories | 16 | - | - | ||
Trade and other receivables | 17 | 449,069 | 1,145,360 | ||
Cash at bank and in hand | 24 | 49,997 | 5,025 | ||
Current tax receivable | 136,376 | 187,482 | |||
Total current assets | 635,442 | 1,337,867 | |||
TOTAL ASSETS | 12,662,513 | 13,181,793 |
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
25
STATEMENTS OF FINANCIAL POSITION - continued
As at 31 December
Group
Company
| 2025 | 2024 | 2025 | 2024 | ||
| No | € | € | € | € | |
EQUITY AND LIABILITIES | Notes | ||||
Capital and reserves attributable to ordinary equity holders of the Company | |||||
Share capital | 18 | 4,928,000 | 4,928,000 | ||
Share premium | 1,539,087 | 1,539,087 | |||
Retained earnings | | 616,753 | 985,623 | ||
| 7,083,840 | 7,452,710 | ||||
Non-controlling interest | ( | ( | - | - | |
TOTAL EQUITY | 7,083,840 | 7,452,710 | |||
Non-current liabilities | |||||
Borrowings | 19 | 4,910,989 | 4,875,114 | ||
Lease liabilities | 22 | - | - | ||
Trade and other payables | 23 | - | 13,144 | ||
Total non-current liabilities | 4,910,989 | 4,888,258 | |||
Current liabilities | |||||
Borrowings | 19 | 1,878 | - | ||
Bank overdraft | 19, 24 | - | - | ||
Lease liabilities | 22 | - | - | ||
Trade and other payables | 23 | 665,806 | 840,825 | ||
Total current liabilities | 667,684 | 840,825 | |||
TOTAL LIABILITIES | 5,578,673 | 5,729,083 | |||
TOTAL EQUITY AND LIABILITIES | 12,662,513 | 13,181,793 |
The notes on pages 29 to 65 are an integral part of these consolidated financial statements.
The financial statements on pages 23 to 65 were approved and authorised for issue by the Board of
Directors on 30 April 2026. The financial statements were signed on behalf of the Company’s Board of
Directors by Charles Scerri (Chairman) and Manuel Piscopo (Executive Director) as per the Directors’
Declaration on ESEF Annual report submitted in conjunction with the Annual Financial Report 2025.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
26
STATEMENTS OF CHANGES IN EQUITY
The notes on pages 29 to 65 are an integral part of these consolidated financial statements.
THE GROUP
Share
capital
Share
premium
Retained
earnings
Non-
controlling
interest
Total
Notes
€
€
€
€
€
Balance at 1 January 2024
(19,362 )
Comprehensive income
Profit/(loss) for the year
(7,856 )
Transactions with owners
Dividends paid
20
(1,441,628 )
(1,441,628 )
Total transactions with owners
(1,441,628 )
(1,441,628 )
Balance at 31 December 2024
(27,218 )
Balance at 1 January 2025 | ( | |||||
| Comprehensive income | ||||||
Profit/(loss) for the year | ( | |||||
Transactions with owners | ||||||
Dividends paid | 20 | ( | ( | |||
Total transactions with owners | ( | ( | ||||
Balance at 31 December 2025 | ( |
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
27
STATEMENT OF CHANGES IN EQUITY – continued
THE COMPANY
Share
capital
Share
premium
Retained
earnings
Total
Notes
€
€
€
€
Balance at 1 January 2024
4,928,000
1,539,087
1,255,522
7,722,609
Comprehensive income
Profit for the year
-
-
1,146,729
1,146,729
Transactions with owners
Dividends paid
20
-
-
(1,416,628)
(1,416,628)
Total transactions with owners
-
-
(1,416,628)
(1,416,628)
Balance at 31 December 2024
4,928,000
1,539,087
985,623
7,452,710
Balance at 1 January 2025
4,928,000
1,539,087
985,623
7,452,710
Comprehensive income
Profit for the year
-
-
678,330
678,330
Transactions with owners
Dividends paid
20
-
-
(1,047,200)
(1,047,200)
Total transactions with owners
-
-
(1,047,200)
(1,047,200)
Balance at 31 December 2025
4,928,000
1,539,087
616,753
7,083,840
The notes on pages 29 to 65 are an integral part of these consolidated financial statements.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
28
STATEMENTS OF CASH FLOWS
For the year ended 31 December
Group
Company
2025
2024
2025
2024
Note
€
€
€
€
Cash flows from operating
activities
Receipts from customers
-
-
Payments to suppliers and
employees
(47,960,469 )
(39,320,373 )
(125,800)
(300,167)
Other revenue
1,589,418
1,418,142
Interest paid
(142,406 )
(80,290 )
-
-
Income tax (paid)/received
(756,432 )
(898,754 )
51,106
(306,793)
Net cash flows generated from
operating activities
1,514,724
811,182
Cash flows from investing
activities
Acquisition of property, plant and
equipment
(2,352,562 )
(1,940,191 )
-
-
Acquisition of intangible assets
(399,524 )
(370,000 )
(24,525)
-
Acquisition of investments in
subsidiaries
-
(148,800)
Payments to acquire business
(128,800 )
-
-
Proceeds from disposal of
property, plant and equipment
-
-
Repayment of advances to
subsidiary
-
823,268
Movement in loans issued to
subsidiaries
(158,620)
-
Net cash flows (used in)/generated
from investing activities
(2,752,086 )
(2,436,431 )
(183,145)
674,468
Cash flows from financing
activities
Movements in interest-bearing
loans
11,267
-
Payment of lease liabilities
(1,749,944 )
(1,507,808 )
-
-
Other interests
(674)
-
Interest on bond
(250,000 )
(250,000 )
(250,000)
(250,000)
Dividends paid
(1,047,200 )
(1,441,628 )
(1,047,200)
(1,416,628)
Net cash flows used in financing
activities
(2,003,292 )
(3,124,168 )
(1,286,607)
(1,666,628)
Net cash movement in cash
and cash equivalents
(1,161,538 )
(250,008 )
44,972
(180,978)
Cash and cash equivalents at
beginning of year
5,025
186,003
Cash and cash equivalents at
end of year
24
49,997
5,025
The notes on pages 29 to 65 are an integral part of these consolidated financial statements.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
29
NOTES TO THE FINANCIAL STATEMENTS
1. GENERAL INFORMATION
The Convenience Shop (Holding) plc (“the Company”) is a public limited liability company
incorporated in Malta with registration number of C 87554. The Company’s registered address is 8,
The principal activity of the Company is to act as a holding company and to provide finance to group
companies. The Company, together with its subsidiaries (“the Group”) is engaged in operating in the
The ownership of the Company’s share capital and voting rights is such that no particular individual
or identifiable group of individuals may be deemed to exercise ultimate control over the Company.
These financial statements include the results of the Group, together with those of the Company, for
the year ended 31 December 2025.
2. MATERIAL ACCOUNTING POLICY INFORMATION
The accounting policies that are material to the consolidated financial statements are set out below.
The accounting policies adopted are consistent with those of the previous financial year, unless
otherwise stated.
Basis of preparation
These financial statements have been prepared in accordance with International Financial Reporting
Standards (IFRS Accounting Standards) as adopted by the European Union (EU) and comply with
the requirements of the Maltese Companies Act (Cap. 386).
The financial statements have been prepared under the historical cost basis.
Going concern basis
As at 31 December 2025, total assets exceeded total liabilities by € 9.6 million. The Group reported
a net current liability position, mainly attributable to an increase in trade and other payables to third-
party suppliers at the reporting date. Management has assessed the Group’s forecast and is satisfied
that the Group will be able to meet its obligations as they fall due for the foreseeable future.
The Directors, at the time of approving the financial statements, have determined that there is
reasonable expectation that the Group and the Parent Company have adequate resources to
continue operating for the foreseeable future. For this reason, the Directors have adopted the going
concern basis in preparing the financial statements. Reference was made to the outlook for the
financial year ending 31 December 2026 and events occurring after the statement of financial
position date.
As required by Capital Markets Rule 5.62, upon due consideration of the Group and Parent
Company’s profitability and statement of financial position, the Directors confirm the Group and
Parent Company’s ability to continue operating as a going concern for the foreseeable future.
Presentation and functional currency
The financial statements are presented in Euro (€) which is also the Company’s and the Group’s
functional currency.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
30
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATION - continued
New or amended accounting standards and interpretations adopted
The Group and the Company adopted all of the new or amended Accounting Standards and
Interpretations issued by the International Accounting Standards Board (‘IASB’) and the IFRS
Interpretations Committee and endorsed by the EU that are mandatory for the current reporting
period. The adoption of these amendments to the requirements of IFRS Accounting Standards as
adopted by the EU did not result in substantial changes to the Group’s and the Company’s
accounting policies impacting the Group’s and the Company’s financial performance and position.
New or amended Accounting Standards and Interpretations issued but not yet effective
At the end of the reporting period, certain new standards, interpretations or amendments thereto,
were in issue and endorsed by the EU, but not yet effective for the current financial period. There
have been no instances of early adoption of standards, interpretations or amendments ahead of
their effective date. The Board anticipates that the adoption of standards, interpretations or
amendments thereto, will not have a material impact on the financial statements upon initial
application, except for the effects of IFRS 18 on the presentation and disclosure of certain items.
IFRS 18 Presentation and Disclosure in Financial Statements (IFRS 18), will become effective for
annual reporting periods beginning on or after 1 January 2027. Even though IFRS 18 will not have
any effect on the recognition and measurement of items in the financial statements, it is expected to
have an effect on the presentation and disclosure of certain items. These changes include
categorisation and sub-totals in the statement of profit or loss, aggregation/disaggregation and
labelling of information, and disclosure of management-defined performance measures. The Board
is assessing the effect of IFRS 18.
Basis of Consolidation
The consolidated financial statements incorporate the assets and liabilities, cash flows and revenues
and expenses of The Convenience Shop (Holding) plc and its subsidiaries for the year then ended.
Subsidiaries are all those entities over which the Group has control, directly or indirectly. The Group
controls an entity when it is exposed to, or has rights to, variable returns from its involvement with
the entity and has the ability to affect those returns through its power to direct the activities of the
entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group.
They are de-consolidated from the date that control ceases.
The Group uses the acquisition method of accounting to account for business combinations. The
consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred,
the liabilities incurred and the equity interests issued by the Group. The consideration transferred
includes the fair value of any asset or liability resulting from a contingent consideration arrangement.
Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and
contingent liabilities assumed in a business combination are measured initially at their fair values at
the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-
controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate
share of the acquiree’s net assets. A change in ownership interest, without the loss of control, is
accounted for as an equity transaction, where the difference between the consideration transferred
and the book value of the share of the non-controlling interest acquired is recognised directly in
equity attributable to the parent.
The results and equity of non-controlling interest of subsidiaries are shown separately in the
statement of comprehensive income, statement of financial position and statement of changes in
equity of the Group. Losses incurred by the Group are attributed to the non-controlling interest in
full, even if that results in a deficit balance.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
31
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATION – continued
Basis of Consolidation - continued
When the Group loses control over a subsidiary, it derecognises the assets including goodwill,
liabilities, and non-controlling interest in the subsidiary together with any cumulative translation
differences recognised in equity. The Group recognises the fair value of the consideration received
and the fair value of any investment retained together with any gain or loss in profit or loss.
The excess of the consideration transferred, the amount of any non-controlling interest in the
acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the
fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If this
is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain
purchase, the difference is recognised directly in profit or loss.
Intercompany transactions, balances and unrealised gains on transactions between entities in the
Group are eliminated. Unrealised losses are also eliminated unless the transaction provides
evidence of the impairment of the asset transferred.
Accounting policies of subsidiaries are consistent with the policies adopted by the Group.
These consolidated financial statements comprise the parent company and its subsidiaries.
Subsidiaries that were consolidated are listed in note 14 to these financial statements.
Revenue
Revenue is recognised when the significant risks and rewards of ownership have been transferred
to the customer, recovery of the consideration is probable, the associated costs and possible return
of goods can be estimated reliably, there is no continuing management involvement with the goods
and the amount of revenue can be measured reliably.
Sale of goods
Revenue from the sale of goods is recognised at the point in time when the customer obtains control
of the goods, which is generally at point of sale.
Rendering of services
Revenue from a contract to provide services is recognised at a point in time on completion of the
service.
Interest income
Interest income is accrued on a timely basis, by reference to the principal outstanding and at the
effective interest rate applicable, which is the rate that exactly discounts the estimated future cash
receipts through the expected life of the financial asset to the assets net carrying amount.
Dividend income
Dividend income is recognised when the Group’s or the Parent Company’s right to receive dividend
is established.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
32
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATION - continued
Tax
The tax charge/(credit) in profit or loss comprises current and deferred tax. Tax is recognised in profit
or loss except to the extent that it relates to items recognised in other comprehensive income or
directly in equity. In this case, the tax is also recognised in other comprehensive income or directly
in equity, respectively.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted
at the end of the reporting date, and any adjustments to tax payable in respect of previous years.
Deferred income tax is provided using the liability method, for all temporary differences arising
between the tax bases of assets and liabilities and their carrying values for financial reporting
purposes. The amount of deferred tax provided is based on the expected manner of realisation or
settlement of the carrying amount of assets and liabilities, based on tax rates that have been enacted
or substantively enacted at the end of the reporting date and are expected to apply when the related
deferred tax assets is realised or the deferred tax liability is settled.
Under this method, the Group is required to make provision for deferred income taxes on the
revaluation of certain property assets and provisions on the difference between the carrying value
for financial reporting purposes and their tax base.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will
be available against which the assets can be utilised and/or sufficient taxable temporary differences
are available. Deferred tax assets are reduced to the extent that is no longer probable that the related
tax benefit will be realised.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset
current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities;
and they relate to the same taxable authority on either the same taxable entity or different taxable
entities which intend to settle simultaneously.
Property, plant and equipment
An item of property, plant and equipment is initially measured at cost. Cost includes the purchase
prices and other expenditures directly attributable to bringing the assets to the location and condition
for its intended use.
Subsequent expenditure relating to the assets is added to the carrying values of the assets when it
is probable that future economic benefits associated with the asset, in excess of the originally
assessed standards of performance, will flow back to the Company and the Group. All other
subsequent expenditure is recognised in profit or loss. All other repairs and maintenance are charged
to the statement of comprehensive income during the financial period in which they are incurred.
Depreciation is calculated on the straight-line method to write off the cost of each asset to its residual
value over its estimated useful life as follows:
%
Improvements to premises
10
Plant and machinery
10
Office equipment
20
Motor vehicles
20
Assets in the course of construction are not depreciated. The residual values, useful lives and
depreciation methods are reviewed, and adjusted if appropriate, at each reporting date. The effects
of any revisions are recognised in profit or loss when the changes arise.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
33
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATION - continued
Property, plant and equipment – continued
Where the carrying amount of an asset is greater that its estimated recoverable amount, it is written
down immediately to its recoverable amount. On disposal of an item of property, plant and
equipment, the cost and related accumulated depreciation and impairment losses, if any, are
derecognised and the difference between the disposal proceeds and the carrying amount is
recognised in profit or loss.
On disposal of an item of property, plant and equipment, the cost and related accumulated
depreciation and impairment losses, if any, are derecognised and the difference between the
disposal proceeds and the carrying amount is recognised in profit or loss.
Intangible assets
An intangible asset is recognised if it is probable that the expected future economic benefits that are
attributable to the asset will flow to the Group and the cost of the asset can be measured reliably.
Intangible assets acquired separately are initially measured at cost. Indefinite life intangible assets
are not amortised and are subsequently measured at cost less any impairment. Finite life intangible
assets are subsequently measured at cost less amortisation and any impairment.
Amortisation of intangible assets with finite useful lives is calculated on the straight-line method to
write off the cost of each asset to its residual value over its estimated useful life.
The estimated useful lives, residual values, and amortisation method of intangible assets are
reviewed at each reporting date. The effects of any revision are recognised in profit or loss when the
changes arise.
On disposal of an intangible asset, the cost and related accumulated amortisation and impairment
losses, if any are derecognised and the difference between the disposal proceeds and the carrying
amount is recognised in profit or loss.
Intangible assets acquired as part of a business combination, other than goodwill, are initially
measured at fair value at the date of acquisition.
Goodwill and suppliers’ agreements
Goodwill and suppliers’ agreements arise on the acquisition of a business. These intangible assets
are not amortised. Instead, these are tested annually for impairment, or more frequently if events or
changes in circumstances indicate that it might be impaired and is carried at cost less accumulated
impairment losses. Impairment losses are taken to profit or loss and are not subsequently reversed.
Key money
The Group’s other intangible asset pertains to key money. This represents expenditure associated
with acquiring existing operating lease agreements for shops where there is an active market, or the
shop is ready for its intended use.
The amortisation of key money is calculated on the straight-line method to write off the cost of each
asset to its residual value over its estimated useful life of 2-14 years.
Intellectual Property
The intellectual property of the Company pertains to a trademark. This intangible asset is not
amortised but is tested annually for impairment, or more frequently if events or changes in
circumstances indicate that it might be impaired. The asset is carried at cost less impairment losses.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
34
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATION - continued
Leases
IFRS 16 requires an entity to assess whether a contract is, or contains, a lease at the inception date.
A contract is, or contains, a lease if the contract conveys the right to control the use of an identified
asset for a period of time in exchange for a consideration. Leases are recognised as a right-of-use
asset and a corresponding liability at the commencement date, being the date at which the leased
asset is available for use by the Group.
Right-of-use asset
The Group recognises right-of-use assets at the commencement date of the lease (i.e. the date the
underlying asset is available for use). Right-of-use assets are measured at cost, less any
accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease
liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial
direct costs incurred, and lease payments made at or before the commencement date less any lease
incentives received.
Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and
the estimated useful lives of the assets. If ownership of the leased asset transfers to the Group at
the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is
calculated using the estimated useful life of the asset. The right-of-use assets are also subject to
impairment.
Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the
present value of lease payments to be made over the lease term and discounted at the Group’s
incremental borrowing rate of five percent (5%). The lease payments include fixed payments less
any lease incentives receivable, variable lease payments that depend on an index or a rate, and
amounts expected to be paid under residual value guarantees. The lease payments also include the
exercise price of a purchase option reasonably certain to be exercised by the Group and payments
of penalties for terminating the lease, if the lease term reflects the Group exercising the option to
terminate. Variable lease payments that do not depend on an index or a rate are recognised as
expenses in the period in which the event or condition that triggers the payment occurs.
Lease payments on short-term leases (i.e. leases that have a lease term of 12 months or less from
the commencement date and do not contain a purchase option) and leases of low value assets are
recognised as an expense on a straight-line basis over the lease term.
Investment in subsidiaries
Subsidiaries are all those entities over which the Company has control, i.e., when the Company is
exposed to, or has rights to, variable returns from its involvement with the entity and has the ability
to affect those returns through its power to direct the activities of the entity.
Investment in subsidiaries are initially recognised at cost, being the fair value of the consideration
given, including acquisition costs and are subsequently carried at cost less accumulated impairment
losses, if any. Dividend income is recognised when the Company’s right to receive payment is
established.
Provisions are recorded where, in the opinion of the directors, there is an impairment in value. Where
there has been an impairment in the value of an investment, it is recognised as an expense in the
period in which the diminution is identified.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
35
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATION - continued
Investment in associate
Associates are entities over which the Company has significant influence. Significant influence is the
power to participate in the financial and operating policy decisions of the investee but is not control
or joint control over those policies.
Investments in associates are initially recognised at cost, including transaction costs. Subsequently,
investments in associates are accounted for using the equity method, that is, the carrying amount is
increased or decreased to recognise the Company’s share of the profit or loss and other
comprehensive income of the associate, adjusted where necessary to ensure consistency with the
accounting policies of the Company.
When the Company’s share of losses in an associate equals or exceeds its interest in the associate,
including any other unsecured receivables, the Company does not recognise further losses, unless
it has obligations or made payments on behalf of the associate.
The Company determines whether there is objective evidence that the investment in associate
undertaking is impaired. If there is such evidence, the Company calculates the amount of impairment
as the difference between the recoverable amount of the associate undertaking and its carrying
value. The Company recognised the loss within the statement of comprehensive income.
Gains and losses arising from partial disposals or dilutions in investments in associates are
recognised in profit or loss.
Investments in associates are recognised when the Company loses significant influence. Any
retained interest in the entity is remeasured at its fair value. The difference between the carrying
amount of the retained investment at the date when significant influence is lost and its fair value is
Inventories
Inventories are assets held for sale in the ordinary course of business. Inventories are carried at the
lower of cost and net realisable value (NRV). Cost is calculated using the first-in, first-out (FIFO)
method. The inventory costs comprise all costs of purchase, cost of conversion and other costs
incurred in bringing the inventories to their present location and condition. The NRV value represents
the estimated selling price in the ordinary course of business less the estimated costs of completion
and the costs to be incurred in marketing, selling and distribution.
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 financial liabilities are recognised
when the Company and the Group become a party to the contractual provisions of the financial
instrument.
Financial assets are derecognised when the contractual rights to the cash flows from the financial
asset expire, or when the financial asset and all substantial risks and rewards are transferred.
Financial liabilities are derecognised when they are extinguished, discharged, cancelled or expired.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
36
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY - continued
Financial instruments - continued
Financial assets
Financial assets are classified at initial recognition in accordance with how they are subsequently
measured, as follows:
• financial assets at amortised cost;
• financial assets at fair value through other comprehensive income; and
• financial assets at fair value through profit or loss.
The Group and parent Company classifies its financial assets in the amortised cost measurement
category. The classification depends on the entity’s business model for managing the financial
assets and the contractual terms of the cash flows.
Financial assets at amortised cost
Financial assets at amortised costs are financial assets that are held within the business model
whose objective is to collect contractual cash flows (“hold to collect”) and the contractual terms
give rise to cash flows that are solely payments of principal and interest.
On initial recognition, financial assets at amortised cost are recognised at fair value plus transaction
costs that are directly attributable to the acquisition of the financial asset. Discounting is omitted
where the effect of discounting is immaterial. Trade receivables without a significant financing
component are measured at the transaction price as a practical expedient.
Financial assets at amortised cost are subsequently carried at amortised cost using the effective
interest method less impairment losses, if any. Gain or losses are recognised in profit or loss when
the asset is derecognised, modified, or impaired.
Financial assets are derecognised when the rights to receive cash flows have expired or have been
transferred and the group has transferred substantially all the risks and rewards of ownership. When
there is no reasonable expectation of recovering part or all of a financial asset, its carrying value is
written off.
Provisions are recorded where, in the opinion of the directors, there is an impairment in value. Where
there has been an impairment in the value of an investment, it is recognised as an expense in the
period in which the diminution is identified.
The Company’s financial assets under this classification include loans receivable, trade and other
receivables and cash and cash equivalents.
Impairment of financial assets
The Company and the Group recognises an allowance for expected credit losses (ECLs) on financial
assets that are measured at amortised cost.
ECLs are based on the difference between the contractual cash flows due in accordance with the
contract and all the cash flows that the Company and the Group expect to receive, discounted at an
approximation of the original effective interest rate. The resulting impairment allowance is
insignificant to the company’s financial position and results.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
37
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY - continued
Financial instruments - continued
Impairment of financial assets - continued
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 (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 (lifetime ECL).
For trade receivables, the group and the company apply the simplified approach permitted by IFRS
9, which requires expected lifetime losses to be recognised from initial recognition of the receivables.
See note 17 and 28 for further details.
While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the
identified impairment losses are insignificant.
Financial liabilities
Financial liabilities are classified at initial recognition in accordance with how they are subsequently
measured as follows:
• financial liabilities at amortised cost; and
• financial liabilities at fair value through profit or loss.
The Company and the Group’s financial liabilities are mainly financial liabilities at amortised cost.
Financial liabilities at amortised cost
Financial liabilities at amortised cost are initially recognised at fair value, net of transaction cost and
are subsequently measured at amortised cost using the effective interest method. All interest-related
charges under the interest amortisation process are recognised in profit or loss.
The group derecognises a financial liability from its statement of financial position when the obligation
specified in the contract or arrangement is discharged, is cancelled or expires. On derecognition, the
difference between the carrying amount of the financial liability (or part of a financial liability)
extinguished or transferred to another party and the consideration paid, including any non-cash
assets transferred or liabilities assumed, are recognised in profit or loss.
The Company’s financial liabilities under this classification include bonds payable, and trade and
other payables.
The Group’s financial liabilities under this classification include bonds payable, interest-bearing loans
and borrowings, lease liabilities and trade and other payables.
Segment reporting
The operations of the Group determines and presents segments based on the information that
internally is provided to the Board of Directors, which is the Group’s chief operating decision maker
in accordance with the requirements of IFRS 8 ‘Operating Segments’. The operating segments
consist of three segments, retailing of food and beverages, importation of food and beverages items
for the outlets and the provision of services.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
38
NOTES TO THE FINANCIAL STATEMENTS – continued
2. MATERIAL ACCOUNTING POLICY - continued
Segment reporting - continued
An operating segment is a component of the Group that engages in business activities from which it
may earn revenues and incur expenses, including revenues under The Convenience Shop brand,
and expenses that relate to transactions with any of the Group’s other components, and for which
discrete financial information is available. The Group operates a single operating segment
comprising its retail convenience store network operating under The Convenience Shop brand,
together with related support services. The results of the operating segment are reviewed by the
Board of Directors on a regular basis to assess performance and to make decisions regarding the
allocation of resources. Performance is assessed primarily on an outlet-by-outlet basis, as revenue
is largely driven by customer transactions across the Group’s retail outlets in the local market.
The operating segments relating to importation and the provision of services do not meet any of the
quantitative thresholds laid out in the relevant accounting standards to be considered reportable, and
separately disclosed. Furthermore, management believes that these operating segments can be
aggregated with the retailing of food and beverage items operating segment given that the three
operating segments have similar economic characteristics and share a majority of the aggregation
criteria laid out in IFRS 8 Operating Segments. The aggregated financial performance of the three
segments is represented in the Consolidated Statement of Comprehensive Income.
3. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with IFRS as adopted by the EU requires
management to make judgements, estimates and assumptions that affect the application of policies
and reported amounts of assets and liabilities, income and expenses. The directors have considered
the development, selection and disclosure of the Company’s critical accounting policies and
estimates and the application of these policies and estimates. Estimates and judgements are
continually evaluated and are based on historical and other factors, including expectations of future
events that are believed to be reasonable under the circumstances.
In the opinion of the Company’s directors, except for the matters disclosed below, the accounting
estimates and judgements made in the course of preparing these financial statements are not
difficult, subjective or complex to a degree which would warrant their disclosure in terms of the
Business combinations
As discussed in Note 2, the Group accounted for acquisitions in accordance with IFRS 3 Business
Combinations. The purchase consideration was based on the book value of the assets and liabilities
of the acquired business. The directors have assessed and agreed that this is representative of the
fair value, hence no adjustment was deemed necessary.
Impairment assessment of intangible assets with indefinite useful lives
The Group tests annually, or more frequently if events or changes in circumstances indicate
impairment, whether goodwill and suppliers’ agreements have suffered any impairment, in
accordance with the accounting policy stated in Note 2.
The recoverable amounts of cash-generating units have been determined based on value-in-use
calculations. These calculations require the use of assumptions, including estimated discount rates
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
39
NOTES TO THE FINANCIAL STATEMENTS – continued
4. REVENUE
Group
Company
2025
2024
2025
2024
€
€
€
€
Dividend income
-
-
-
923,076
Royalty fee income
-
-
956,537
865,707
Sale of goods
48,327,097
42,167,731
-
-
Fees, commissions and other
revenue
4,623,626
4,211,035
-
-
52,950,723
46,378,766
956,537
1,788,783
5. OPERATING PROFIT
The operating profit is stated after charging:
Group
Company
2025
2024
2025
2024
€
€
€
€
Employee benefit expense (Note 6)
8,577,887
5,778,669
-
-
Directors’ remuneration
289,507
267,685
42,894
41,904
Auditors’ remuneration
- Statutory audit
50,000
41,200
17,000
16,000
- Tax compliance services
3,100
3,100
600
600
- Other non-assurance services
1,500
1,500
1,500
1,500
- Other assurance services
4,500
4,500
4,500
4,500
Cost of sales
37,959,684
33,009,472
-
-
Subcontracted labour
805,478
1,792,386
-
-
Provision on impairment of
receivables and loans receivable
46,592
20,866
347,756
261,639
Depreciation of property, plant and
equipment (Note 11)
1,108,712
911,107
-
-
Depreciation of right of use asset
(Note 13)
1,413,020
1,257,587
-
-
Amortisation of intangible assets
(Note 12)
165,256
141,232
-
-
During the year, employees’ remuneration amounting to €111,620 (2024: Nil) were capitalised
within, property, plant and equipment. No director's remuneration were capitalised in 2025 (2024:
€46,697)
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
40
NOTES TO THE FINANCIAL STATEMENTS – continued
6. EMPLOYEE BENEFIT EXPENSE
Employee benefit expense incurred during the year were as follows:
Group
Company
2025
2024
2025
2024
€
€
€
€
Salaries and wages
8,082,217
5,420,441
-
-
Social security costs
480,943
322,611
-
-
Maternity fund contribution
14,727
35,617
-
-
8,577,887
5,778,669
-
-
The average number of persons employed by the Group and the Company during the year were 329
and 6 respectively (2024: 298 employees for the Group and 6 for the Company). The non-executive
directors received their remuneration from the Company.
7. OTHER INCOME
Group
Company
2025
2024
2025
2024
€
€
€
€
Commission income
78,889
75,839
-
-
Rental income
596,107
442,621
-
-
Government grants
32,786
-
-
-
Other income
155,416
152,524
-
7,472
Management fee
-
-
60,000
60,000
863,198
670,984
60,000
67,472
8. FINANCE COSTS
Group
Company
2025
2024
2025
2024
€
€
€
€
Interest expense on bonds payable
(Note 19)
250,000
250,000
250,000
250,000
Interest expense on bank loan
(Note 19)
140,356
79,666
-
-
Interest expense on lease liabilities
(Note 22)
794,297
642,492
-
-
Other interest and financing
expenses
2,050
624
674
608
1,186,703
972,782
250,674
250,608
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
41
NOTES TO THE FINANCIAL STATEMENTS – continued
9. FINANCE INCOME
Group
Company
2025
2024
2025
2024
€
€
€
€
Interest income from loans receivable
(Note 15)
-
-
224,346
318,500
-
-
224,346
318,500
10. TAX EXPENSE
The tax charged to profit or loss comprised of the following:
Group
Company
2025
2024
2025
2024
€
€
€
€
Current tax charge
419,515
406,300
-
186,700
Deferred tax credit
(268,764)
(124,113)
-
-
150,751
282,187
-
186,700
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
42
NOTES TO THE FINANCIAL STATEMENTS – continued
10. TAX EXPENSE – continued
The tax on the Group and the Company’s profit before tax differs from the theoretical tax charge that
would arise using the applicable tax rate in Malta of 35% as follows:
Group
Company
2025
2024
2025
2024
€
€
€
€
Profit before tax
1,067,833
1,637,637
678,330
1,333,429
Tax on profit at 35%
373,742
573,173
237,416
466,700
Non-deductible expenses
(29,616)
31,405
-
-
Difference between tax base and
carrying amounts of property, plant
and equipment
(13,806)
154
-
-
Intangible assets amortisation tax
benefit
(280,000)
(280,000)
(280,000)
(280,000)
Income not subject to tax
(1,648)
(7,518)
-
-
Absorbed capital allowances
(12,137)
(1,006)
-
-
Unabsorbed capital allowances
74,078
44,707
12,442
-
Tax losses surrendered to group
undertaking
-
-
-
-
Doubtful debts
-
-
30,142
-
Other differences between accounting
and tax deductible items of
expenditure
40,138
(78,728)
-
-
150,751
282,187
-
186,700
Deferred income taxes are calculated on all temporary differences under the liability method and are
measured at the tax rates that are expected to apply to the period when the asset is realised or the
liability is settled based on tax rates (and tax laws) that have been enacted by the end of the reporting
period. The principal tax rate used is 35% (2024: 35%). The movement on the deferred tax account
is as follows:
Group
Company
2025
2024
2025
2024
€
€
€
€
At the beginning of the year
319,687
195,573
-
-
Credited to profit or loss
268,764
124,114
-
-
At the end of year
588,451
319,687
-
-
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
43
NOTES TO THE FINANCIAL STATEMENTS - continued
10. TAX EXPENSE - continued
The balance as at 31 December represents:
Group
Company
2025
2024
2025
2024
€
€
€
€
Tax effect on temporary differences arising
from:
- Differences between tax base and
carrying amounts of fixed assets
(284,292)
(317,219)
-
-
- Difference arising from leases
576,491
556,534
-
-
- Provision on doubtful debts
34,450
13,422
-
-
- Unabsorbed capital allowances
217,104
66,949
-
-
- Unutilised tax losses
1,890
-
-
-
- Group loss relief
42,808
-
-
-
588,451
319,686
-
-
Deferred taxation is principally composed of deferred tax assets and liabilities which are to be
recovered and settled after more than twelve months.
As at 31 December 2025, the Group had a potential deferred tax asset of €588,451 (2024: €319,686)
emanating from unabsorbed capital allowances, unutilised tax losses and differences in the carrying
amount and tax base of fixed assets relating to two of the group companies. This amount has not
been recognised in the statement of financial position since the directors do not consider it prudent to
recognise such asset.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
44
NOTES TO THE FINANCIAL STATEMENTS - continued
11. PROPERTY, PLANT AND EQUIPMENT
THE GROUP
Improvements
to premises
Plant and
machinery
Office
equipment
Motor
vehicles
Assets under
construction
Total
€
€
€
€
€
€
Cost
As at 1 January 2024
3,834,792
2,603,943
1,538,668
82,859
320,648
8,380,910
Additions and commissioned
assets
1,109,782
613,184
530,785
-
(313,560)
1,940,191
Disposals
(84)
-
(1,572)
-
-
(1,656)
Balance at 31 December 2024
4,944,490
3,217,127
2,067,881
82,859
7,088
10,319,445
Accumulated depreciation
As at 1 January 2024
(2,110,962)
(1,225,113)
(941,710)
(51,201)
-
(4,328,986)
Depreciation
(400,460)
(260,775)
(239,888)
(9,984)
-
(911,107)
Release on disposal
25
-
970
-
-
995
Balance at 31 December 2024
(2,511,397)
(1,485,888)
(1,180,628)
(61,185)
-
(5,239,098)
Carrying amount
At 31 December 2024
2,433,093
1,731,239
887,253
21,674
7,088
5,080,347
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
45
NOTES TO THE FINANCIAL STATEMENTS - continued
11. PROPERTY, PLANT AND EQUIPMENT - continued
THE GROUP
Improvements
to premises
Plant and
machinery
Office
equipment
Motor
vehicles
Asset under
construction
Total
€
€
€
€
€
€
Cost
As at 1 January 2025
4,944,490
3,217,127
2,067,881
82,859
7,088
10,319,445
Additions and commissioned
assets
564,202
549,435
736,415
48,604
453,906
2,352,562
Assets put into use
7,088
-
-
-
(7,088)
-
Balance at 31 December 2025
5,515,780
3,766,562
2,804,296
131,463
453,906
12,672,007
Accumulated depreciation
As at 1 January 2025
(2,511,397)
(1,485,888)
(1,180,628)
(61,185)
-
(5,239,098)
Depreciation
(468,310)
(296,837)
(335,125)
(8,440)
-
(1,108,712)
Balance at 31 December 2025
(2,979,707)
(1,782,725)
(1,515,753)
(69,625)
-
(6,347,810)
Carrying amount
At 31 December 2025
2,536,073
1,983,837
1,288,543
61,838
453,906
6,324,197
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
46
NOTES TO THE FINANCIAL STATEMENTS - continued
12. INTANGIBLE ASSETS
THE GROUP
Goodwill
Suppliers
agreements
Intellectual
Property
Key
money
Total
€
€
€
€
€
Cost
As at 1 January 2024
5,124,870
3,099,647
4,000,000
1,744,950
13,969,467
Additions
-
-
-
370,000
370,000
Balance at 31 December 2024
5,124,870
3,099,647
4,000,000
2,114,950
14,339,467
Accumulated amortisation
As at 1 January 2024
-
-
-
(475,790)
(475,790)
Amortisation
-
-
-
(141,232)
(141,232)
Balance at 31 December 2024
-
-
-
(617,022)
(617,022)
Carrying amount
At 31 December 2024
5,124,870
3,099,647
4,000,000
1,497,928
13,722,445
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
47
NOTES TO THE FINANCIAL STATEMENTS - continued
12. INTANGIBLE ASSETS - continued
THE GROUP
Goodwill
Suppliers
agreements
Intellectual
property
Key money
Total
€
€
€
€
€
Cost
As at 1 January 2025
5,124,870
3,099,647
4,000,000
2,114,950
14,339,467
Additions
-
-
24,525
375,000
399,525
Balance at 31 December 2025
5,124,870
3,099,647
4,024,525
2,489,950
14,738,992
Accumulated amortisation
As at 1 January 2025
-
-
-
(617,022)
(617,022)
Amortisation
-
-
-
(165,256)
(165,256)
Balance at 31 December 2025
-
-
-
(782,278)
(782,278)
Carrying amount
At 31 December 2025
5,124,870
3,099,647
4,024,525
1,707,672
13,956,714
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
48
NOTES TO THE FINANCIAL STATEMENTS - continued
12. INTANGIBLE ASSETS - continued
13. RIGHT OF USE ASSETS
The Group leases several properties which it operates as retail outlets. The leases have various
commencement dates and terms ranging from 1 to 20 years. Lease payments are subject to
escalations.
The Group also has leases which it uses as a warehouse and an office space. The term of the lease
is 8 years and 11 months commencing on 1 September 2018. Lease payments are subject to
escalation of 3% every four years starting on 1 May 2019.
The Group also has leases which it uses as its head office. The term of the lease is of 15 years
THE COMPANY
Intellectual
property
€
Cost and carrying amount
As at 31 December 2024
4,000,000
Additions
24,525
As at 31 December 2025
4,024,525
THE GROUP
Total
€
Cost
As at 1 January 2024
14,886,541
Additions
1,595,405
Closure of outlets
(273,250)
Balance at 31 December 2024
16,208,696
Accumulated depreciation
As at 1 January 2024
(4,081,419)
Depreciation
(1,257,587)
Closure of outlets
135,667
Balance at 31 December 2024
(5,203,339)
Carrying amount
At 31 December 2024
11,005,357
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
49
NOTES TO THE FINANCIAL STATEMENTS - continued
13. RIGHT-OF-USE ASSETS - continued
14. INVESTMENT IN SUBSIDIARIES
Company
2025
2024
2025
2024
% of
shares
held
% of
shares
held
€
€
At cost:
The Convenience Shop Limited
(Note i)
100
100
200,000
200,000
The Convenience Shop for Puttinu
Cares Limited (Note ii)
99
99
1,199
1,199
The Convenience Shop (Management)
Limited (Note iii)
100
100
50,000
50,000
Daily Retail Challenges (Note iv)
80
80
960
960
Aynic & Co Limited (Note v)
100
100
67,988
67,988
Seafront Express Limited (Note vi)
50
50
1,688
321,835
THE GROUP
Total
€
Cost
As at 1 January 2025
16,208,696
Additions
5,956,247
Closure of outlets
(68,848)
Balance at 31 December 2025
22,096,095
Accumulated depreciation
As at 1 January 2025
(5,203,339)
Depreciation
(1,413,020)
Closure of outlets
38,760
Balance at 31 December 2025
(6,577,599)
Carrying amount
At 31 December 2025
15,518,496
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
50
NOTES TO THE FINANCIAL STATEMENTS - continued
14. INVESTMENT IN SUBSIDIARIES - continued
During the year, the Company held the following investments:
i. 200,000 ordinary shares with a nominal value of €1 each of which, €101,200 were acquired
on subscription and the remaining €98,800 was capitalised as a capital contribution.
ii. 1,199 ordinary shares with a nominal value of €1 each for a total consideration of €1,199.
iii. 50,000 ordinary shares with a nominal value of €1 each for a total consideration of €50,000.
iv. 960 ordinary shares with a nominal value of €1 each for a total consideration of €960.
v. 100,000 ordinary shares with a nominal value of €1 each for a total consideration of €67,988.
vi. 600 ordinary shares with a nominal value of €1 each for a total consideration of €1,688. The
Company exercises control over the associate. Thus, it is treated as a subsidiary and
therefore it is being consolidated at group level.
The following summarises the financial position and performance of the Company’s subsidiaries as
at year ended 31 December 2024 and 31 December 2025:
31 December 2024
Subsidiaries
Registered Office
Capital and
reserves
Profit/(loss)
for the year
€
€
The Convenience Shop
Limited
8, TCS Building, Triq Hal Luqa,
Qormi QRM 9072, Malta
1,481,007
755,224
The Convenience Shop
for Puttinu Cares Limited
8, TCS Building, Triq Hal Luqa,
Qormi QRM 9072, Malta
72,110
31,361
The Convenience Shop
(Management) Limited
8, TCS Building, Triq Hal Luqa,
Qormi QRM 9072, Malta
1,508,671
(140,176)
Daily Retail Challenges
Limited
8, TCS Building, Triq Hal Luqa,
Qormi QRM 9072, Malta
(11,975)
62,741
Aynic & Co. Limited
8, TCS Building, Triq Hal Luqa,
Qormi QRM 9072, Malta
(721,578)
(206,749)
Seafront Express Limited
8, TCS Building, Triq Hal Luqa,
Qormi QRM 9072, Malta
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
51
NOTES TO THE FINANCIAL STATEMENTS - continued
14. INVESTMENT IN SUBSIDIARIES - continued
31 December 2025
Subsidiaries
Registered Office
Capital and
reserves
Profit/(loss)
for the year
€
€
The Convenience Shop
Limited
8, TCS Building, Triq Hal Luqa,
Qormi QRM 9072, Malta
2,190,479
709,469
The Convenience Shop for
Puttinu Cares Limited
8, TCS Building, Triq Hal Luqa,
Qormi QRM 9072, Malta
74,805
2,694
The Convenience Shop
(Management) Limited
8, TCS Building, Triq Hal Luqa,
Qormi QRM 9072, Malta
1,170,982
(361,463)
Daily Retail Challenges
Limited
8, TCS Building, Triq Hal Luqa,
Qormi QRM 9072, Malta
50,625
62,600
Aynic & Co. Limited
8, TCS Building, Triq Hal Luqa,
Qormi QRM 9072, Malta
(1,080,730)
(359,152)
Seafront Express Limited
8, TCS Building, Triq Hal Luqa,
Qormi QRM 9072, Malta
(55,949)
2,475
15. LOANS RECEIVABLE
Company
2025
2024
€
€
Loans to subsidiaries
7,680,711
7,522,091
On 27 March 2019, the Company entered into a loan facility agreement with The Convenience Shop
Limited through which the balance of €4,900,000 was made available to the latter. An interest of
6.5% per annum accrued daily on the entire amount of the Loan Facility and was repayable annually
in arrears. The utilised amounts were repayable on the expiration of the loan facility period i.e. the
maturity date of the issued bond or the early redemption date if this option was exercised by the
lender. The interest income during the year amounted to €224,346 (2024: €318,500). On 31
December 2024, the Company entered into an agreement superseding the prior loan agreement,
for a loan facility up to €4,000,000. The loan incurs an interest of 3% per annum and is repayable
by not later than 31 December 2034. The outstanding balance as at 31 December 2025, net off
expected credit losses of €92,478 (2024: €46,698), amounted to €3,357,522 (2024: €3,575,424).
On 31 December 2024, the Company entered into an assignment agreement with The Convenience
Shop Limited and The Convenience Shop (Management) Limited, whereby the amount of
€3,816,734 receivable from The Convenience Shop Limited is now receivable from The
Convenience Shop (Management) Limited. On 31 December 2024, the Company entered into
another loan facility agreement with The Convenience Shop (Management) Limited for an additional
loan facility up to €730,000. The loans incur an interest of 3% per annum and are repayable by not
later than 31 December 2034. The outstanding balance as at 31 December 2025, net of expected
credit losses of €97,858 (2024: €41,523), amounted to €3,552,853 (2024: €3,179,188).
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
52
NOTES TO THE FINANCIAL STATEMENTS - continued
15. LOANS RECEIVABLE - continued
On 31 December 2024 the Company entered into a loan facility agreement with Aynic & Co Limited
for a loan facility up to €1,500,000 of which the amount of €936,022 was utilised as at year-end. The
loan incurs an interest of 3% per annum and is repayable by not later than 31 December 2034. The
outstanding balance as at 31 December 2025 net of expected credit losses of €138,650 (2024:
€168,544), amounted to €441,350 (2024: €767,479).
The Company’s exposure to credit risk relating to loans receivable is disclosed in Note 28.
16. INVENTORIES
Group
2025
2024
€
€
Fast moving consumer goods
4,422,245
3,718,864
Consumables
41,383
64,971
Shop fittings
183,357
91,131
Stock provision
(148,199)
(77,736)
4,498,786
3,797,230
17. TRADE AND OTHER RECEIVABLES
Group
Company
2025
2024
2025
2024
€
€
€
€
Trade receivables - third parties
(Note i)
1,392,811
1,470,553
-
-
Trade receivables - related parties
(Note i)
-
-
313,367
375,365
Prepayments
553,575
324,328
13,030
13,077
Deposits
243,570
250,632
-
-
VAT receivable
-
-
-
-
Other receivables
3,350,088
3,128,026
83,364
217,610
Dividends receivable
-
-
-
500,000
Amounts owed by related parties
(Note ii)
943,368
291,691
39,308
39,308
Accrued income
296,000
-
-
-
6,779,412
5,465,230
449,069
1,145,360
i. The Group’s trade receivables are stated net of expected credit losses of €45,007 (2024:
€18,342) and the Company’s trade receivables are stated net of expected credit losses of
€18,709 (2024: €4,874).
ii. The amounts owed by related parties are unsecured, interest-free and have no fixed
repayment date.
iii. The Group’s and Company’s exposure to credit and currency risk and impairment losses
relating to trade and other receivables is disclosed in Note 28.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
53
NOTES TO THE FINANCIAL STATEMENTS - continued
18. SHARE CAPITAL
Group and Company
2025
2024
€
€
Authorised
625,000,000 ordinary shares of €0.16 each
100,000,000
100,000,000
Issued and fully paid up
30,800,000 ordinary shares of €0.16 each
4,928,000
4,928,000
The ordinary shares carry identical voting rights at general meeting of the Group and Company,
are equally entitled to any distribution of dividends, and all classes of shares rank equally for any
residual assets of the Group and Company after the settlement of all liabilities in the event of the
winding up.
19. BORROWINGS
Group
Company
2025
2024
2025
2024
€
€
€
€
Non-current
Bank loan (Note i)
2,053,399
1,259,876
-
-
Other Borrowings
83,333
-
9,389
-
Bonds payable (Note ii)
4,901,600
4,875,114
4,901,600
4,875,114
7,038,332
6,134,990
4,910,989
4,875,114
Current
Bank loan (Note i)
562,063
411,734
-
-
Other Borrowings
16,667
-
1,878
-
Bank overdraft (Note iii)
694,083
250,695
-
-
1,272,813
662,429
1,878
-
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
54
NOTES TO THE FINANCIAL STATEMENTS - continued
19. BORROWINGS - continued
i.
THE GROUP
Original
Facility
Interest
Rate
Interest
Subsidy
Maturity
Amount
Drawn
Amount
Drawn
Balance
Balance
Security
€
%
%
2025
2024
2025
2024
The Convenience Shop Limited
Loan 1
210,000
5.40
-
31/05/2031
-
-
111,657
128,940
Secured by a general hypothec over the
Company’s assets.
Loan 2
750,000
3.50
-
30/11/2031
749,131
749,131
397,424
471,107
Secured by a general hypothec over the
Company’s assets.
Loan 3
437,600
5.15
5.15
30/06/2027
437,600
437,600
175,040
291,733
Secured by guarantees from related
parties and The Convenience Shop
(Holding) plc
Loan 4
400,000
5.65
-
30/09/2031
400,000
388,392
339,208
376,270
Secured by a pledge from The
Convenience Shop (Management)
Limited and guarantees from related
parties and third parties.
Loan 5
2,000,000
5.50
-
Secured by second general hypothec
over The Convenience Shop Limited
present and future assets.
A General hypothec over The
Convenience Shop Limited and The
Convenience Shop (Management)
Limited present and future assets
Guarantees from related parties and a
second pledge on The Convenience
Shop Limited business insurance policy
and on The Convenience Shop
(Management) premises.
Loan 5 - Tranche 1
29/02/2032
94,000
-
89,924
-
Loan 5 - Tranche 2
29/02/2032
120,000
-
114,796
-
Loan 5 - Tranche 3
29/02/2032
164,000
-
156,888
-
Loan 5 - Tranche 4
30/06/2032
207,200
-
199,196
-
Loan 5 - Tranche 5
31/08/2032
98,400
-
98,400
-
Loan 5 - Tranche 6
31/07/2032
116,000
-
116,000
-
Loan 5 - Tranche 7
31/07/2032
151,200
-
151,200
-
Loan 5 - Tranche 8
31/12/2032
241,600
-
241,600
-
Loan 5 - Tranche 9
31/01/2033
159,500
-
159,500
-
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
55
NOTES TO THE FINANCIAL STATEMENTS - continued
19. BORROWINGS - continued
Original
Facility
Interest
Rate
Interest
Subsidy
Maturity
Amount
Drawn
Amount
Drawn
Balance
Balance
Security
€
%
%
2025
2024
2025
2024
The Convenience Shop
(Management) Limited
Loan 1
312,400
5.15
5.15
30/04/2027
342,747
342,747
108,497
191,804
Secured by a pledge from The
Convenience Shop (Management)
Limited and guarantees from related
parties and third parties.
Loan 2
100,000
5.65
-
31/08/2031
99,813
84,703
83,187
80,445
Secured by a pledge over the insurance
business policy, support by guarantees
from related parties and The
Convenience Shop (Holding) plc.
Aynic & Co. Limited
Loan 1
500,000
3.50
-
31/03/2027
-
-
72,945
131,311
Secured by a general hypothec over the
Company’s assets, by general and
special hypothecs over assets of third
parties and by a pledge on insurance
policy.
Total
4,710,000
3,381,191
2,002,573
2,615,462
1,671,610
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
56
NOTES TO THE FINANCIAL STATEMENTS – continued
19. BORROWINGS - continued
ii. The Convenience Shop (Holding) plc issued bonds for an aggregate amount of €5,000,000
during the period ended 31 December 2019. The Bonds are subject to interest at the rate of
5% per annum and are repayable in full upon maturity on 8 March 2029 unless previously re-
purchased and cancelled, or the Company exercises the option to redeem all or any part of
the Bonds at their nominal value prior to the Redemption Date, between 8 March 2026 and 8
March 2029.
iii. The Convenience Shop Limited has an overdraft facility of €250,000 (2024: €250,000) to
finance working capital which is subject to 5.40% interest and is repayable on demand. The
Convenience Shop (Management) Limited has an overdraft facility of €500,000 (2024: Nil) to
finance the working capital which is subject to 5.50% interest and is repayable on demand.
iv. The Group and Company’s exposure to liquidity risk relating to loans is disclosed in Note 28.
20. DIVIDENDS
Group
Company
2025
2024
2025
2024
€
€
€
€
Gross of income tax
Ordinary shares dividend
1,611,077
2,217,889
1,611,077
2,179,428
Net of income tax
Ordinary shares dividend
1,047,200
1,441,628
1,047,200
1,416,628
0.03
0.05
0.03
0.05
21. EARNINGS PER SHARE
Earnings per share is based on the profit for the financial year attributable to the ordinary equity
holders of The Convenience Shop (Holding) plc divided by the weighted average number of
ordinary shares in issue during the year and ranking for dividend.
Group
Company
2025
2024
2025
2024
Profit attributable to ordinary equity
holders
€917,082
€1,355,450
€678,330
€1,146,729
Weighted Average number of ordinary
shares
31 December
30,800,000
30,800,000
30,800,000
30,800,000
Basic earnings per share for the
year attributable to ordinary equity
holders
€0.030
€0.044
€0.022
€0.037
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
57
NOTES TO THE FINANCIAL STATEMENTS - continued
22. LEASE LIABILITIES
Group
2025
2024
€
€
Current
1,227,779
972,500
Non-current
16,415,321
11,706,062
17,643,100
12,678,562
Group
2025
2024
€
€
Gross lease payments
Due after more than five years
13,224,647
8,983,524
Due after one year but within five years
8,523,761
6,346,902
Due within one year
2,108,975
1,606,596
23,857,383
16,937,022
Discounting
(6,214,283)
(4,258,460)
17,643,100
12,678,562
The carrying amount of lease liabilities recognised during the year is as follows:
Group
2025
2024
€
€
Opening balance
12,678,562
12,107,534
Additions
5,956,249
1,595,405
Release on disposals
(36,064)
(159,061)
Interest
794,297
642,492
Lease payments
(1,749,944)
(1,507,808)
17,643,100
12,678,562
The following are the amounts recognised in profit or loss relating to leases:
Group
2025
2024
€
€
Interest expense (Note 8)
794,297
642,492
Depreciation expense (Note 5)
1,413,020
1,257,587
2,207,317
1,900,079
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
58
NOTES TO THE FINANCIAL STATEMENTS - continued
23. TRADE AND OTHER PAYABLES
Group
Company
2025
2024
2025
2024
€
€
€
€
Non-current
Other payables
-
196,545
-
13,144
Group
Company
2025
2024
2025
2024
€
€
€
€
Current
Trade payables - third parties
11,657,522
9,447,865
-
12,390
Trade payables - related parties
221,878
189,863
-
-
Amounts owed to shareholders (i)
306,459
440,705
306,459
440,705
VAT payables
175,589
98,031
111,164
105,122
Accruals and deferred income
1,494,083
1,942,115
247,272
281,593
Other payables
293,275
287,300
911
1,015
14,148,806
12,405,879
665,806
840,825
i. The amounts owed to shareholders are unsecured, interest-free and have no fixed date of
repayment.
ii. The Group’s and Company’s exposure to liquidity risk relating to trade and other payables is
disclosed in Note 28.
24. CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash in hand and in banks, net of overdrawn bank balances.
Cash and cash equivalents included in the statement of cash flow reconcile to the amounts shown
in the statement of financial position as follows:
Group
Company
2025
2024
2025
2024
€
€
€
€
Cash in hand
366,023
289,518
-
-
Cash at bank
1,101,588
1,896,243
49,997
5,025
1,467,611
2,185,761
49,997
5,025
Bank overdraft and overdrawn bank
balances
(694,083)
(250,695)
-
-
773,528
1,935,066
49,997
5,025
The Group’s and Company’s exposure to credit risk relating to cash at bank is disclosed in Note 28.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
59
NOTES TO THE FINANCIAL STATEMENTS - continued
25. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES
The tables below detail the changes in the Group’s and Company’s liabilities arising from financing
activities. Liabilities arising from financing activities are those for which cash flows were, or future
cash flows will be classified in the Group’s statement of cash flows used in financing activities.
The Group
Balance at
Net proceeds/
Non-cash
Balance at
01.01.2024
(repayments)
adjustment
31.1.2024
€
€
€
€
Bonds payable
4,848,616
(250,000)
276,498
4,875,114
Interest-bearing loans
1,596,342
75,268
-
1,671,610
Lease liabilities
12,107,534
(1,507,808)
2,078,836
12,678,562
18,552,492
(1,682,540)
2,355,334
19,225,286
The Group
Balance at
Net proceeds/
Non-cash
Balance at
01.01.2025
(repayments)
adjustment
31.12.2025
€
€
€
€
Bonds payable
4,875,114
(250,000)
276,486
4,901,600
Interest-bearing loans
1,671,610
943,852
-
2,615,462
Other Borrowings
-
100,000
-
100,000
Lease liabilities
12,678,562
(1,749,944)
6,714,481
17,643,099
19,225,286
(956,092)
6,990,967
25,260,161
Balance at
01.01.2024
Net proceeds/
(repayments)
Non-cash
adjustment
Balance at
31.12.2024
€
€
€
€
Bonds payable
4,848,616
(250,000)
276,498
4,875,114
4,848,616
(250,000)
276,498
4,875,114
The Company
Balance at
01.01.2025
Net proceeds/
(repayments)
Non-cash
adjustment
Balance at
31.12.2025
€
€
€
€
Bonds payable
4,875,114
(250,000)
276,486
4,901,600
4,875,114
(250,000)
276,486
4,901,600
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
60
NOTES TO THE FINANCIAL STATEMENTS - continued
26. CAPITAL COMMITMENTS
Capital commitments for capital expenditure with respect to property, plant and equipment
not provided for in these financial statements are as follows:
Group
2025
2024
€
€
Contracted but not provided
27,900
121,502
27,900
121,502
27. RELATED PARTY TRANSACTIONS
The Group and Company has related party relationships with companies over which there exists
common control and directors exercise common control. Transactions are carried out with related
parties on a regular basis and in the ordinary course of the business.
Group
2025
2024
€
€
Income from goods and services
Sale of goods and services to related parties
864,776
132,740
Recharge of payroll and other costs to related parties
469,614
432,689
Commission income from related parties
16,092
14,575
1,350,482
580,004
Expenditure for goods and services
Purchase of goods from related parties
1,547,805
1,022,398
Purchase of services from related parties
-
11,043
Rental expenses from related parties
132,721
117,642
1,680,526
1,151,083
2025
2024
€
€
Income from goods and services
Sale of services to subsidiaries
1,016,537
925,707
Dividend income from subsidiaries
-
923,076
Finance income on loans to subsidiaries
224,346
318,500
1,240,883
2,167,283
The outstanding amounts arising from these transactions are disclosed in Notes 17 and 23 to the
financial statements.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
61
NOTES TO THE FINANCIAL STATEMENTS - continued
28. FINANCIAL RISK MANAGEMENT
The Group and the Company’s activities exposed it to a variety of financial risks, including market
risk (cash flow and fair value interest rate risk), credit risk and liquidity risks.
The Company’s directors are responsible for managing the risks faced by the Group and Company.
This responsibility includes identifying, analysing, setting the appropriate risk limits and controls, and
monitoring adherence to such limits and controls. The Group and Company did not make use of
derivative financial instruments to hedge certain risk exposures during the current and preceding
financial periods.
At year-end, the Company’s financial assets are comprised of financial assets at amortised cost
namely loans receivable, trade and other receivables and cash and cash equivalents while the
Group’s financial assets at amortised cost comprise of loans receivables, trade and other
receivables and cash and cash equivalents. At year-end, there were no off-balance sheet financial
assets.
At year-end, the Company’s financial liabilities comprised of financial liabilities at amortised cost
namely bonds payable and trade and other payables while the Group’s financial liabilities at
amortised cost include bonds payable, borrowings, lease liabilities and trade and other payables. At
year-end, there were no off-balance sheet financial liabilities except as disclosed in Note 19 to the
financial statements.
Market risk
Market risk is the risk that changes in market prices (e.g. foreign exchange rates, interest rates and
equity prices) will affect the Company and the Group’s income or the value of its holdings of financial
instruments. The Company and the Group is exposed mainly to changes in interest rates.
Cash flow and fair value interest rate risk
Interest rate risk relates to the risk that the fair value or future cash flows of a financial instrument
will fluctuate because of changes in market interest rates. The directors manage interest rate risk by
minimising variable-rate long-term borrowings.
The Group and Company’s income and operating cash flows are substantially independent of
changes in market interest rates. The Group is exposed to changes in market interest rates through
bank borrowings at variable interest rates. The Company’s bonds payable are at fixed interest rates
and therefore do not expose the Group and Company to cash flow and fair value interest rate risk.
Management monitors the level of floating rate borrowings as a measure of cash flow risk taken on.
Interest rates on these financial instruments are linked with the Central Intervention Rate issued by
the European Central Bank. The Group’s bank loans amounting to €2,615,462 (2024: €1,671,610)
are principal and interest payment loans. An official increase/decrease in interest rates of 100 basis
points would have an adverse/favourable effect on profit before tax of €26,155 per annum.
Management considers the potential impact on profit or loss of a defined interest rate shift that is
reasonably possible at the end of the reporting period to be immaterial. Up to the end of the reporting
period, the group did not have any hedging arrangements with respect to the exposure of floating
interest rate risk.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
62
NOTES TO THE FINANCIAL STATEMENTS - continued
28. FINANCIAL RISK MANAGEMENT - continued
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in
financial loss to the Group and Company.
Credit risk principally arises from cash and cash equivalents comprising deposits with financial
institutions, and other receivables, as well as credit exposures to wholesale and retail customers,
including outstanding receivables and committed transactions. The Group’s and the Company’s
principal exposures to credit risk as at the end of the reporting period are analysed as follows:
Group
Company
2025
2024
2025
2024
€
€
€
€
Financial assets at amortised cost:
Cash at bank
1,101,588
1,896,243
49,997
5,025
Trade receivables
1,392,811
1,470,553
-
375,365
Other receivables
3,350,088
3,128,026
83,364
217,610
Loans receivable
-
-
7,680,711
7,522,091
Amounts owed by subsidiaries
-
-
313,367
-
Amounts owed by related parties
943,368
291,691
39,308
39,308
6,787,855
6,786,513
8,166,747
8,159,399
The maximum exposure to credit risk at the end of the reporting period in respect of the financial
assets mentioned above is equivalent to their carrying amount as disclosed in the respective notes
to the financial statements.
Cash at Bank
The Group and Company’s cash 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 are also subject to the
impairment requirements of IFRS 9, the identified impairment loss was insignificant.
Trade and other receivables
The Group and Company’s risk is managed through assessing the credit quality of its customers by
taking into account the financial position, past experience and other factors and incorporating
forward looking information such as economic conditions where the debtors operate and other
macroeconomic factors affecting the ability of the customers to settle the receivables.
Impairment of trade receivables
An impairment analysis is performed at each reporting date for these assets using the simplified
approach to measure the allowance ECL on trade receivables. The Group and Company determines
the allowance for ECL by using a provision matrix as they possess shared credit risk characteristics,
estimated based on historical credit loss experience based on the past due status of the debtors,
adjusted as appropriate to reflect current conditions and estimates of future economic conditions.
The Group’s loss allowances of €45,007 (2024: €18,342) were present at year end in respect of
trade and other receivables that were overdue and that were not expected to be recovered. Other
overdue trade receivables that were not impaired amounted to €Nil (2024: €Nil). The Group and
Company holds no security against these receivables. The Group’s unsecured overdue amounts
consisted of €Nil (2024: €Nil) that were less than three months overdue and €Nil (2024: €Nil) that
were greater than three months.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
63
NOTES TO THE FINANCIAL STATEMENTS - continued
28. FINANCIAL RISK MANAGEMENT - continued
Credit risk - continued
Loans receivable
The Company has adopted a 12-month ECL method to its loans receivable. As at 31 December
2025, the expected credit losses on the loans receivables from subsidiaries amounted to €328,986
(2024: €256,765).
Amounts due from subsidiaries and related parties
The Company’s receivables include receivables from subsidiaries. The Company monitors intra-
group credit exposures at individual entity level on a regular basis and ensures timely performance
of these assets in the context of overall Group liquidity management. The Company assesses the
credit quality of these related parties taking into account financial position, performance and other
factors. The Company takes cognisance of the related party relationship with these entities and
management does not expect any significant losses from non-performance or default.
Since amounts due from subsidiaries are repayable on demand, expected credit losses are based
on the assumption that repayment of the balance is demanded at the reporting date. Accordingly,
the expected credit loss allowance attributable to such balances is insignificant.
Collateral
The Company and the Group do not hold any collateral.
Liquidity risk
The Group and Company is exposed to liquidity risk in relation to meeting future obligations
associated with its financial liabilities, which comprise principally trade and other payables and
borrowings (refer to note 19 and 23). Prudent liquidity risk management includes maintaining
sufficient cash and committed credit lines to ensure the availability of an adequate amount of funding
to meet the Group and Company’s obligations.
The directors manage liquidity risk by maintaining adequate cash reserves and/or available
borrowing facilities by continuously monitoring actual and forecast cash flows as well as the maturity
profiles of financial liabilities.
The table below analyses the Group and Company’s non-derivative 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.
Balances due within twelve months equal their carrying amounts, as the impact of discounting is not
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
64
NOTES TO THE FINANCIAL STATEMENTS - continued
28. FINANCIAL RISK MANAGEMENT - continued
Liquidity risk - continued
Group
Carrying
amount
Contractual
cash flows
Within
one year
One to five
years
Over five
years
€
€
€
€
€
31 December 2025
Bonds payable (Note 19)
4,901,600
6,000,000
250,000
5,750,000
-
Bank loan (Note 19)
2,615,462
2,615,372
562,053
2,053,319
-
Other borrowings
100,000
104,733
16,677
68,454
19,521
Lease liabilities (Note 22)
17,643,100
23,857,383
2,108,975
8,523,761
13,224,647
25,260,162
32,577,488
2,937,705
16,395,534
13,244,168
31 December 2024
Bonds payable (Note 19)
4,875,114
6,250,000
250,000
6,000,000
-
Bank loan (Note 19)
1,671,610
1,705,275
378,758
1,049,495
277,022
Lease liabilities (Note 22)
12,678,562
16,937,022
1,606,596
6,346,902
8,983,524
19,225,286
24,892,297
2,235,354
13,396,397
9,260,546
Company
Carrying
amount
Contractual
cash flows
Within one
year
One to five
years
Over five
years
€
€
€
€
€
31 December 2025
Other borrowings
11,267
16,000
1,878
9,389
4,733
Bonds payable (Note 19)
4,901,600
6,000,000
250,000
5,750,000
-
4,912,867
6,016,000
251,878
5,759,389
4,733
31 December 2024
Bonds payable (Note 19)
4,875,114
6,250,000
250,000
6,000,000
-
During the year under review the Group entered into a number of lease arrangements resulting in
outstanding lease liabilities of €17,643,100 (2024: €12,678,562) out of which €1,227,778 (2024:
€972,500) is repayable within the year (Note 22).
Fair value of financial instruments
As at year-end, the carrying amounts of the cash and cash equivalents, trade and other receivables
and payables reflected in the financial statements are reasonable estimates of fair value in view of
the nature of these instruments or the relatively short period of time between the origination of the
instruments and their expected realisation. The fair value of amounts owed by subsidiaries which
are current or repayable on demand is equivalent to their carrying amount. The fair value of the
Group’s non-current floating interest rate bank borrowings at the end of the reporting period is not
significantly different from the carrying amounts.
THE CONVENIENCE SHOP (HOLDING) PLC
Annual Report and Consolidated Financial Statements - 31 December 2025
65
NOTES TO THE FINANCIAL STATEMENTS - continued
28. FINANCIAL RISK MANAGEMENT - continued
Timing of cash flows
The presentation of the financial assets and liabilities listed above under the current and non-current
headings within the statement of financial position is intended to indicate the timing in which cash
flows will arise.
Capital risk management
The capital structure of the Company and the Group consists of debt, which includes the borrowings
disclosed in Note 19, and equity attributable to equity holders, comprising issued share capital and
retained earnings as disclosed in Note 18 to these financial statements and in the statement of
changes in equity.
The Company and the Group manages its capital to ensure that it will be able to continue as a going
concern while maximising the return to shareholders through the optimisation of the debt and equity
balance.
29. COMPARATIVE INFORMATION
Certain comparative figures have been reclassified to conform with the current year's financial
66
RSM Malta
Mdina Road,
Ħaż-Żebbuġ, Malta
ZBG 9015
T +356 2278 7000
www.rsm.com.mt
RSM Malta is a member of the RSM Network and trades as RSM. RSM is the trading name used by the members of the RSM network.
Each member of the RSM Network is an independent assurance, tax and consulting firm each of which practices in its own right.
The RSM network is not itself a separate legal entity of any description in any jurisdiction.
INDEPENDENT AUDITOR’S REPORT
To the Shareholders of The Convenience Shop (Holding) plc
Report on the Audit of The Financial Statements
Opinion
We have audited the accompanying financial statements of The Convenience Shop (Holding) plc (“the
Company”) and the consolidated financial statements of the Company and its subsidiaries (together,
“the Group”), set out on pages 23 to 65, which comprise the statements of financial position as at 31
December 2025, the statements of comprehensive income, statements of changes in equity and
statements of cash flows for the year then ended, and notes to the financial statements, including a
summary of material accounting policy information.
In our opinion, the financial statements give a true and fair view of the financial position of the Company
and of the Group 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 (IFRS Accounting
Standards) as adopted by the European Union (“EU”), and have been properly prepared in accordance
with the requirements of the Maltese Companies Act (Cap. 386).
Our opinion is consistent with the additional report to the audit committee in accordance with the
provision of Article 11 of the EU Regulation No. 537/2014 on specific requirements regarding statutory
audits of public-interest entities.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (“ISA”). Our
responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit
of the Financial Statements section of our report. We are independent of the Company and of the Group
in accordance with the ethical requirements of both the International Ethics Standards Board for
Accountants’ International Code of Ethics for Professional Accountants (including International
Independence Standards) (IESBA Code) and the Accountancy Profession (Code of Ethics for Warrant
Holders) Directive issued in terms of the Accountancy Profession Act (Cap. 281) in Malta that are
relevant to our audit of the financial statements, and we have fulfilled our other ethical responsibilities
in accordance with the IESBA Code and the Code of Ethics for Warrant Holders in Malta. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, we declare that non-audit services that we have provided to
the parent company and its subsidiaries are in accordance with the applicable laws and regulations in
Malta and that we have not provided any non-audit services that are prohibited under Article 18A of the
Accountancy Profession Act (Cap. 281).
The non-audit services that we have provided to the Group during the year ended 31 December 2025
are disclosed in Note 5 to the financial statements.
67
INDEPENDENT AUDITOR’S REPORT - continued
To the Shareholders of The Convenience Shop (Holding) plc
Report on the Audit of the Financial Statements - continued
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current year. These matters were addressed in the context
of our audit of the financial statements as a whole and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Impairment assessment of intangible assets with indefinite useful lives
As disclosed in Note 12, the Group’s goodwill, suppliers’ agreements and intellectual property are
carried at €5.1 million, €3.1 million and €4 million respectively. The first two intangible assets arose from
the PPA exercise performed in 2019 whilst the intellectual property arose from the acquisition of ‘The
Convenience Shop’ trademark which was purchased from Jin Limited during the prior years.
In line with IAS 36, “Impairment of assets”, the directors are required to assess whether the intangible
assets with indefinite useful lives are potentially impaired.
The impairment assessment is subject to significant directors’ judgement and estimation in the following
areas;
1. the selection of an appropriate impairment model to be used, in this case, the discounted cash
flows model,
2. the assessment and determination of the expected cash flows
3. setting appropriate growth rates; and
4. selection of the appropriate discount rate.
In light of the significant directors’ judgement we consider this to be a key audit matter for our audit.
In responding to the significant judgement involved, our audit procedures included, assessing the
appropriateness of the impairment model, assessing the reasonableness of the key assumptions
employed in the valuation model, including the discount rate adopted with the help of our internal
valuation specialist, and we challenged and evaluated key assumptions related to revenue projection.
Inventory and sale of goods
The business is characterised by fast movement of consumer goods and operates 49 shops around
Malta and Gozo. The inventory of the Group primarily consists of food, goods and other ancillary
products that are sold through its retail outlets in the fast-moving consumer goods industry. The
revenue and inventory processes are key drivers to the development of the business. We identified
the accuracy and existence of the inventory and revenue as an area of higher risk of material
misstatement and consequently, a key audit matter.
68
INDEPENDENT AUDITOR’S REPORT - continued
To the Shareholders of The Convenience Shop (Holding) plc
Report on the Audit of the Financial Statements - continued
Key Audit Matters - continued
Inventory and sale of goods - continued
As at 31 December 2025, the Group’s inventories amounted to €4.5 million, while revenue amounted to
€52.9 million as disclosed in Notes 16 and 4 to the financial statements. In responding to the risk
identified, we obtained an understanding of the revenue cycle, inventory management processes and
inventory count procedures. We assessed the design and implementation of the key controls over these
processes. We were not able to take a control reliant audit approach on certain assertions due to
weaknesses noted in the IT environment and inventory process. Where we noted deficiencies, we
extended the scope of our substantive procedures.
Our audit procedures also included, but were not restricted to, observing inventory count procedures at
selected shops and performing test counts. We traced our test counts to the inventory system to
determine if the system reflects actual count results. Analytical procedure on gross margin was
performed by linking the margin against supplier agreements and selling prices, on a sample basis.
Other Information
The directors are responsible for the other information. The other information comprises the general
information, directors’ report, the corporate governance - statement of compliance and the remuneration
report, but does not include the financial statements and our auditor's report thereon. Our opinion on
the financial statements does not cover the other information, and we do 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
identified above 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. If, based on the work we have performed on the other information that we have obtained
prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Under Article 179(3) of the Maltese Companies Act (Cap. 386), we are required to consider whether the
information given in the directors’ report is compliant with the disclosure requirements of Article 177 of
the same Act.
Based on the work we have performed, in our opinion:
• the directors’ report has been prepared in accordance with the Maltese Companies Act (Cap.
386);
• the information given in the directors’ report for the financial year for which the financial
statements are prepared is consistent with those in the financial statements; and
• in light of our knowledge and understanding of the Company and the Group, and their
environment obtained in the course of the audit, we have not identified material misstatements
in the directors’ report.
69
INDEPENDENT AUDITOR’S REPORT - continued
To the Shareholders of The Convenience Shop (Holding) plc
Report on the audit of the financial statements - continued
Responsibilities of the Directors and those charged with Governance for the Financial
Statements
The directors are responsible for the preparation of financial statements that give a true and fair view in
accordance with IFRS Accounting Standards as adopted by the EU and the requirements of the Maltese
Companies Act (Cap. 386), 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 Company’s and
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the directors either intend to liquidate
the Company and/or the Group or to cease operations, or have no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the financial reporting process of the
Group and the Company.
Auditor’s Responsibilities for the Audit of the Financial Statements
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 and the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the directors.
70
INDEPENDENT AUDITOR’S REPORT - continued
To the Shareholders of The Convenience Shop (Holding) plc
Report on the Audit of The Financial Statements - continued
Auditor’s Responsibilities for the Audit of the Financial Statements - continued
• 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 and
the Group’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, future events or conditions may cause the Company and/or the Group to cease
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.
• Obtain sufficient appropriate audit evidence regarding the financial information of the
entities or business activities within the Group to express an opinion on the consolidated
financial statements. We are responsible for the direction, supervision and performance of
the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and 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 those charged with governance, 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.
71
INDEPENDENT AUDITOR’S REPORT - continued
To the Shareholders of The Convenience Shop (Holding) plc
Report on Other Legal and Regulatory Requirements
Report on the Statement of Compliance with the Principles of Good Corporate Governance
The Prospects MTF Rules and the Capital Market Rules issued by the Malta Financial Services
Authority require the directors to prepare and include in their Annual Report a Statement of Compliance
with the Code of Principals of Good Corporate Governance within Appendix 5.1 to Chapter 5 of the
Capital Market Rules. The Statement’s required minimum contents are determined by reference to
Capital Markets Rule 5.97. The Statement provides explanations as to how the Company has complied
with the provisions of the Code, presenting the extent to which the Company has adopted the Code
and the effective measures the Board has taken to ensure compliance throughout the accounting period
with those Principles.
The Prospects MTF Rules and the Capital Market 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 with respect to the information referred to in the Capital Market Rules 5.97.4 and 5.97.5.
We also assessed whether the Statement of Compliance includes all the other information required to
be presented as per Capital Market Rules 5.97. 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 has been properly prepared in accordance with the
requirements of the Prospects MTF Rules issued by the Malta Stock Exchange and the Capital Market
Rules issued by the Malta Financial Services Authority.
Report on the Remuneration Report
The Capital Markets Rules issued by the Malta Financial Services Authority require the directors to
prepare a Remuneration Report including the contents listed in Appendix 12.2 to Chapter 12 of the
Capital Market Rules.
We are required to consider whether the information that should be provided under the Remuneration
Report, as required in terms of Appendix 12.2 to Chapter 12 of the Capital Market Rules, has been
included.
In our opinion, the Remuneration Report has been properly prepared in accordance with the
requirements of the Capital Markets Rules issued by the Malta Financial Services Authority.
72
INDEPENDENT AUDITOR’S REPORT - continued
To the Shareholders of The Convenience Shop (Holding) plc
Report on Other Legal and Regulatory Requirements - continued
Report on compliance with the requirements of the European Single Electronic Format
Regulatory Technical Standard (the “ESEF RTS”), by reference to Capital Markets 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 report of The Convenience Shop (Holding) plc 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 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.
Auditor’s responsibilities
Our responsibility is to obtain reasonable assurance about whether the annual report, including the
consolidated financial statements and the relevant electronic tagging therein complies 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 report, in accordance with the requirements of the ESEF RTS.
• Obtaining the Annual report and performing validations to determine whether the Annual report
has been prepared in accordance with the requirements of the technical specifications of the
ESEF RTS.
• Examining the information in the Annual report to determine whether all the required taggings
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 Report for the year ended 31 December 2025 has been prepared, in all
material respects, in accordance with the requirements of the ESEF RTS.
73
INDEPENDENT AUDITOR’S REPORT - continued
To the Shareholders of The Convenience Shop (Holding) plc
Report on Other Legal and Regulatory Requirements - continued
Other matters on which we have to report by exception
Under the Maltese Companies Act (Cap. 386), we are required to report to you if, in our opinion:
• proper accounting records have not been kept; or
• proper returns adequate for our audit have not been received from branches we have not
visited; or
• the financial statements are not in agreement with the accounting records and returns; or
• we were unable to obtain all the information and explanations which, to the best of our
knowledge and belief, are necessary for the purposes of our audit.
We also have responsibilities under the Capital Market 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 to act as statutory auditors of the Company by the shareholders of the Company
on 29 October 2019 for the period ended 31 December 2019 and we were subsequently reappointed
by the shareholders at the Company's general meeting for the financial years thereafter. The period of
uninterrupted engagement as statutory auditor of the Company is seven financial years.
This copy of the audit report has been signed by
Conrad Borg (Principal)
for and on behalf of
RSM Malta
Registered Auditors
30 April 2026
