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Burmarrad Group Assets p.l.c.
Annual Report
31 January 2026
Company Registration Number: C 83190
Burmarrad Group Assets p.l.c.
Page
Directors, Officer and Other information 1
Directors’ Report 2
Statement of Compliance with Code of Principles of Good Governance 5
Financial Statements:
Statement of Financial Position 10
Statement of Comprehensive Income 11
Statement of Changes in Equity 12
Statement of Cash Flows 14
Notes to the Financial Statements 16
Independent Auditor’s Report
Burmarrad Group Assets p.l.c.
Directors, Officer and Other information
1
Directors:
Ms Maria Gauci (executive)
Mr
Mario
Gauci Jnr (executive)
Mr Albert Frendo (independent non-executive)
Mr Mark Anthony Grech (independent non-executive)
Mr David Spiteri (independent non-executive)
Secretary:
Dr Joseph Saliba
Registered office:
Marjo, Burmarrad Road, Burmarrad
San Pawl il-Bahar
SPB 9060 Malta
Country of incorporation:
Malta
Country registration number:
C 83190
Auditors:
KPMG Malta
Legal and judicial representatives:
Maria Gauci
Mario Gauci Jnr
Albert Frendo
Mark Anthony Grech
David Spiteri
Contact details:
+356 21573261
info@bgassetsplc.com
Burmarrad Group Assets p.l.c.
Directors’ Report
_______________________________________________________________________________
2
The directors hereby present their report together with the annual report and financial statements of Burmarrad Group Assets p.l.c. (C 83190) (the “Company” or “Issuer”) and its fully owned subsidiaries namely Burmarrad Group Fleets Limited (C 105735) and Burmarrad Group Properties Limited (C 105732) (collectively referred to as the “Group”) for the year ended 31 January 2026. The Company also owns and reports on its 17.21% shareholding in BBT p.l.c as at 31 January 2026 (2025: 19.31%) (C 101666).
As required by Capital Markets Rule 5.62 issued by MFSA, upon due consideration of the Group’s affairs, capital adequacy and solvency, the directors confirm the Group’s ability to continue in operational existence for the foreseeable future. For this reason, in preparing these financial statements, they continue to adopt the going concern basis.
The directors’ report is being published in terms of Capital Markets Rule 5.75.2 issued by the Malta Financial Services Authority and the Prevention of Financial Markets Abuse Act, Chapter 476 of the Laws of Malta.
Bond Issue
In terms of the Prospectus dated 28 March 2024 the Company had offered for subscription an amount of €16 million 5.85% Secured Bonds 2034. The Bonds were fully subscribed and admitted to the Official List of the Malta Stock Exchange p.l.c. with effect from 2 May 2024.
In accordance with the Prospectus, the net proceeds derived from the bond issue were utilised by the Group to acquire business assets consisting of vehicles and fixed assets related to the vehicle manufacturing and servicing business from commonly controlled operating companies outside the Group, as well as to finance the future acquisition of vehicles and provide general corporate funding.
Principal Activities
The Issuer is the holding company of the Group and functions as its central financing vehicle. In this capacity, it raises external financing and on-lends such funds to subsidiary undertakings within the Group as well as to other entities forming part of the wider Burmarrad Group (refer to Note 1).
The Group comprises a number of specialised entities operating within the Burmarrad Group structure. Burmarrad Group Fleets Limited holds the legal title to the Group’s vehicles and related automotive assets, which are made available to other commonly controlled operating entities within the Burmarrad Group through leasing or financing arrangements. During the year, Burmarrad Group Fleets Limited has negotiated a Revolving Credit Facility with its bankers to continue investing in its vehicles fleet and registered hypothecary charges on a number of properties owned by Burmarrad Group Properties Limited to secure this facility.
The Group also includes Burmarrad Group Properties Limited, which holds a portfolio of immovable property comprising assets held for development and capital appreciation, as well as properties retained for the generation of rental income.
Review of Business and Future Developments
The Group’s profit before tax for the year ended 31 January 2026 amounted to €1,970,249 (2025: €1,193,953). The principal source of revenue consisted of interest income amounting to €2,007,322 (2025: €1,734,866). The increase in profitability was also supported by a fair value gain of €466,114 (2025: €335,000) recognised on the Group’s investment property portfolio, reflecting prevailing market conditions. The Group’s net assets value at year end amounted to €24,119,000 (2025: €22,393,735). The Group continues to consolidate its operations through further investment in its fleets of vehicles and its property portfolio, with a continued focus on generating sustainable returns. During the year, management committed to a plan to dispose of one of the Group’s investment properties. As a result, the asset was classified as a non-current asset held for sale at the reporting date and is measured at fair value less costs to sell. The disposal is expected to be completed by 31 January 2027.
Burmarrad Group Assets p.l.c.
Directors’ Report (continued)
_______________________________________________________________________________
3
During the year, following an issuance of new shares by BBT p.l.c., the equity-accounted investee, to other shareholders, the Group’s equity interest was diluted from 19.31% to 17.21%. Notwithstanding this reduction in shareholding, the Group continues to exercise significant influence over BBT p.l.c., primarily through its representation on the board of directors. Accordingly, the investment continues to be accounted for as an associate.
Subsequent events
On 16 February 2026, the Company was allotted additional 22,680 shares of BBT plc as a result of BBT plc’s capitalisation of its share premium account. This results in an increase in the number of shares owned in BBT plc by the Company.
After the reporting date, BBT plc completed the issuance of €25,000,000 secured bonds with a nominal value of €100 each, bearing interest at 5.4% per annum and redeemable on 9 April 2036.
In April 2026, the Group entered into a promise of sale agreement to sell one of its investment properties.
Subsequent to year-end, the Group has made additional drawdowns amounting to €726,867 in relation to its €2,000,000 revolving credit facility.
Dividends
The Directors do not propose the payment of a dividend.
Risks and uncertainties
The Issuer, as the holding company of the Group, is ultimately financially dependent on the results and performance of its two fully owned subsidiaries and the results and performance of its associated company BBT p.l.c..
The financial results of Burmarrad Group Fleets Limited in turn depend on the results and performance of the operating companies comprised within the Burmarrad Group. These companies’ business consists of the long-term leasing and short-term hiring of vehicles, the operation of a spare parts and tyre shop, and other vehicle-related services such as mechanical, electrical, spraying, roadside assistance, body building and car washing services. To mitigate this risk, agreements between Burmarrad Group Fleets Limited and two of the Burmarrad Group’s operating companies which lease out vehicles from Burmarrad Group Fleets Limited, stipulate a guaranteed return for Burmarrad Group Fleets Limited.
The Burmarrad Group has been Malta’s leading provider of such vehicle-related services for the past several years. Revenue from this business is relatively stable and no disruptions or downturns in business are expected in the foreseeable future.
Burmarrad Group Properties Limited derives its income from the development, sale and rental of immovable property. No major risks or uncertainties have been identified for the foreseeable future apart from property-related macroeconomic risks such as inflationary pressures that may squeeze margins, or a downturn in the economy that may dampen the demand for property as an investment asset.
The same macroeconomic risks may affect the business of BBT p.l.c. which develops commercial property for rent. The Issuer holds a 17.21% stake in this company and expects to derive substantial dividends in the future.
Disclosure of information to the auditor
At the date of preparing this report the directors confirm the following:
Burmarrad Group Assets p.l.c.
Directors’ Report (continued)
_______________________________________________________________________________
4
- As far as each director is aware, there is no relevant information needed by the independent auditor in connection with preparing the audit report of which the independent auditor is unaware, and
- Each director has taken all steps that she/he ought to have taken as a director in order to make herself/himself aware of any relevant information needed by the independent auditor in connection with preparing the audit report and to establish that the independent auditor is aware of that information.
Statement of directors’ responsibilities
The Companies Act, Cap 386 requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the group as at the end of the financial year and of the profit or loss of the group for that year. In preparing these financial statements, the directors are required to:
- adopt the going concern basis unless it is inappropriate to presume that the group will continue in business;
- select suitable accounting policies and then apply them consistently;
- make judgements and estimates that are reasonable and prudent;
- account for income and charges relating to the accounting period on the accruals basis;
- value separately the components of asset and liability items; and
- report comparative figures corresponding to those of the preceding accounting period.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the group and to enable them to ensure that the financial statements have been properly prepared in accordance with the Companies Act, Cap 386. This responsibility includes designing, implementing and maintaining internal controls relevant to the preparation and fair presentation 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 for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Statement pursuant to Capital Markets Rule 5.70.1
As part of the Burmarrad Group restructuring exercise preceding the bond issue, Burmarrad Group Fleets Limited (“BGFL”), a fully owned subsidiary of the Issuer, entered into various contracts with companies that are ultimately owned by the same shareholders of the Issuer, as follows:
•An agreement whereby BGFL purchased the vehicles owned and operated by BC Auto Rentals Limited (“BCARL”), as subject to existing on-going business with final customers, and leased the same vehicles back to BCARL.
•An agreement whereby BGFL purchased the vehicles owned and operated by Burmarrad Commercials Limited (“BCL”), as subject to existing on-going business with final customers, and leased the same vehicles back to BCL.
•An agreement whereby BGFL purchased certain Fixed Assets used in the Vehicle Manufacturing and Servicing Business from Burmarrad Manufacturing Limited (“BML”) and leased the same assets back to BML and also to BCL and Burmarrad Servicing Limited (“BSL”).
In addition, BGFL entered into lease agreements with BCARL and BCL for new vehicles acquired by BGFL.
Auditors
KPMG have intimated their willingness to continue in office and a resolution proposing their reappointment will be put to the Annual General Meeting.
Signed on behalf of the Board of Directors on 29 May 2026 by Ms. Maria Gauci and Mr. Mario Gauci Jnr as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.
Burmarrad Group Assets p.l.c.
Statement of Compliance with Code of Principles of Good Governance
5
Pursuant to Capital Markets Rules 5.94 and 5.97 issued by the Malta Financial Services Authority (the “Rules”), Burmarrad Group Assets p.l.c. (the “Company”) should endeavour to adopt the Code of Principles of Good Corporate Governance contained in Appendix 5.1 to Chapter 5 of the Rules (the “Code”), and accordingly, is hereby reporting on the extent of its adoption of the Code for the year ended 31 January 2026.
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, bondholders and other stakeholders, and that compliance with the Code, is not only expected by investors but also evidences the directors’ and the Company’s commitment to maintaining a high standard of good corporate governance.
The Company has only issued debt securities which have been admitted to trading on the Malta Stock Exchange, and accordingly, in terms of Rule 5.101, is exempt from reporting on the matters prescribed in Rules 5.97.1 to 5.97.3, 5.97.6 and 5.97.8 in this corporate governance statement (the “Statement”).
Except where it is hereby noted, the Company confirms that it has complied with all applicable provisions of the Capital Markets Rules 5.94 and 5.97 for the year ended 31 January 2026, in accordance with the following:
The Board
The Board is responsible for setting the Company’s strategy and overseeing the Company’s financial statements and annual report. The Board carries out these duties in a way that ensures effective supervision of the Company’s operations and protects the interests of stakeholders, including bondholders. The Board is also composed with a view to achieving an appropriate balance of expertise, experience, and gender representation, reflecting the Company’s broader commitment to diversity and inclusion. During the financial year under review, the directors have provided strong leadership in the direction of the Company and fulfilled their responsibilities with honesty, competence, and integrity. Individually and collectively, the directors possess the necessary skills and experience to contribute effectively to the Company’s decision-making processes and the implementation of its strategy and policies. The Board is well-informed of the statutory and regulatory requirements relevant to the Company’s business. The Board is accountable to shareholders and other stakeholders for its own performance and that of its delegates.
The executive directors allow the Board to be given direct information regarding the Company’s performance and business activities.
In addition to its statutory mandate to conduct the administration and management of the Company, the Board acknowledges that in terms of the Code it is responsible to:
i.appoint the Chief Executive Officer (‘CEO’);
ii.actively participate in the appointment of senior management;
iii.ensure that there is adequate training in the Company for the Directors and senior management;
iv.establish a succession plan for senior management; and
v.ensure that all Directors are supplied with precise, timely and clear information so that they can effectively contribute to board decisions.
The Company's Chairperson and Chief Executive Officer (CEO)
With effect from the Company’s conversion to a public limited liability company (as of 12 th March 2024), the roles of Chairman of the Board and CEO were held by separate individuals, ensuring a clear distinction between the Chairman’s responsibility for leading the Board and the CEO’s role in managing the Company’s operations, while maintaining a strong and collaborative working relationship between the two.
The Chairman of the Board is responsible to lead the Board and set its agenda. Additionally, the Chairman is responsible to encourage active engagement by all the members of the Board and for this purpose it ensures that the Directors receive timely information so that they can take sound decisions and effectively monitor the performance of the Company. The Company’s operations are headed by Ms. Sharon Gauci. Ms. Gauci is the appointed CEO of the whole of Burmarrad Group and is formally employed through Burmarrad
Burmarrad Group Assets p.l.c.
Statement of Compliance with Code of Principles of Good Governance (continued)
6
Commercials Limited. Ms Gauci is principally responsible for the running of the Company’s business and the executive conduct, administration, organisation and corporate strategy of the Company and the Group.
Board composition
The Board of Directors (the “Board”) is comprised of three (3) non-executive directors and two (2) executive directors, which is within the maximum limit of seven (7) permitted by the Company’s Memorandum of Association. The two Board members occupying an executive role are also directors of the Parent Company and other wholly owned subsidiaries.
All the non-executive directors are independent from the Company.
In assessing their independence due notice has been taken of the Capital Market Rules in particular:
i.whether the director has been an executive officer or employee of the Company or a subsidiary thereof within the last three years;
ii.whether the director has, or has had within the last three years, a significant business relationship with the Company either directly, or as a partner, shareholder, director or senior employee of a body that has such a relationship with the Company;
iii.whether the director has received or receives significant additional remuneration from the Company or any member of the Group of which the Company forms part in addition to a director’s fee, except where the benefits are fixed;
iv.whether he has close family ties with any of the Company’s executive directors or senior employees;
v.whether he has served on the Board of the Company for more than twelve consecutive years; or
vi.whether he 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 or any member of the group of which the Company forms part.
Furthermore, in terms of Code provision 3.4 each non-executive director has moreover submitted his confirmation in writing that he undertakes:
i.to maintain in all circumstances his independence of analysis, decision and action;
ii.not to seek or accept any unreasonable advantages that could be considered as compromising his independence; and
iii.to clearly express his opposition in the event that he finds that a decision of the Board may harm the Company.
The Board of directors during the financial year under review consisted of the following:
-Albert Frendo – Chairman & Independent Non-executive director
-Maria Gauci – Executive director
-Mario Gauci, Jnr – Executive director
-Mark Anthony Grech – Independent Non-executive director
-David Spiteri – Independent Non-executive director
Board responsibilities
The Board has the responsibility for the Group’s overall long-term strategy and executing the four basic roles of corporate governance namely; accountability, monitoring, strategy formulation and policy development. The Board is also responsible for monitoring the Company’s control systems and financial reporting and communicating effectively with the market when necessary. Furthermore, the Board is responsible to continuously assess and monitor the Company’s present and future operations, opportunities and risks in the external environment. The appointment procedures for directors are clearly outlined in the Company’s Articles of Association. The Board recognises its legal obligation to lead and administer the Company. In fulfilling this obligation and acting as stewards of the Company, the Board takes responsibility for the Company’s strategies and decisions regarding the issuance, servicing, and redemption of its outstanding bonds, as well as ensuring that its operations comply with its commitments to bondholders, shareholders, and all applicable laws and regulations. The Board is also accountable for
Burmarrad Group Assets p.l.c.
Statement of Compliance with Code of Principles of Good Governance (continued)
7
ensuring that the Company establishes and implements efficient internal control and management information systems, as well as effective communication with the market.
Board meetings
The directors convene on a regular basis to evaluate the Company’s financial performance and overall strategy. The Board met four times during the year ended 31 January 2026, and all directors attended the said meetings. The company secretary provides notice of the meetings to the Board members, along with an agenda circulated in advance of the meeting. During the Board meetings, minutes are produced to record attendance, and any resolutions passed. The Chairman guarantees that all relevant issues are included in the agenda, supported by all available information, and encourages the presentation of views related to the matter at hand whilst ensuring effective communication with the shareholders. All directors are given the opportunity to contribute to the relevant issues on the agenda. The agenda for the meeting strives to achieve a balance between addressing long-term strategic goals and short-term performance issues.
Information and professional development
The Board ensures that each director is informed about the Company’s continuous obligations in accordance with the Companies Act (Cap. 386) and the Rules. The Company Secretary is responsible for advising the Board through the Chairman on all governance matters and is also responsible for ensuring that board procedures are complied with. Furthermore, under the direction of the Chairman, the company secretary’s responsibilities include ensuring good information flows within the board and its committees and between senior management and the non-executive directors, as well as facilitating induction and assisting with professional development as required.
The Board also ensures that the directors, especially non-executive directors, have access to independent professional advice at the Company’s expense where they judge it necessary to discharge their responsibilities as directors.
Committees
The Board established an Audit Committee that has the primary purpose to protect the interests of the Company`s shareholders and assist the directors in conducting their role effectively so that the Company’s decision-making capability and the accuracy of its reporting and financial results are maintained at a high level at all times whilst monitoring and handling conflicts of interest. In addition, conflicts of interest are managed according to the provisions of the Company’s Articles of Association.
The Audit Committee meets regularly, with a minimum of four times annually, and is currently composed of the following:
-Mark Anthony Grech – Chairman
-Albert Frendo – Member
-David Spiteri – Member
All three members are Non-executive Directors and independent as indicated in the part titled ‘Board Composition’ above.
Furthermore, Mr. Mark Anthony Grech is the independent Non-executive director the Board considers most competent in accounting and/or auditing in terms of the Rules. Mr. Grech graduated B.A. (Hons.) Business Management from the University of Malta and is a Fellow of the Malta Institute of Accountants and a Certified Public Accountant. Mr. Grech served for 17 years as a Partner of Deloitte Malta leading the team providing indirect tax advisory and compliance services. Taking note of Mr. Grech’s expertise, the fact that Mr. Frendo is also an accountant by profession and the experience and competence of Mr. Spiteri, the Board believes that the Audit Committee has the necessary competence in the sector in which the Company operates as required by the Rules.
The Chief Financial Officer, key members of the finance team and senior management officials are regularly invited to the Audit Committee meetings.
Burmarrad Group Assets p.l.c.
Statement of Compliance with Code of Principles of Good Governance (continued)
8
Relations with bondholders and the market
The Company’s Annual General Meeting presided by the Chairman of the Board of Directors is responsible for proposing and approving various matters in accordance with the Act, in particular the approval of the Annual Report and Audited Financial Statements which are then published on the market for the benefit of the bondholders, the election of directors and approval of their fees, the appointment of auditors, and authorisation of their fees, as well as other special business. The proceedings of the Annual General Meeting (and any general meeting) are governed by the Company’s Articles of Association. The Company should ensure that an Annual General Meeting is convened at least once a year during which the shareholders of the Company (and other officers and service providers), including the Chairman of the Audit Committee attend to resolve upon the matters prescribed in the agenda which is circulated by the Company Secretary. No business shall be transacted during the Annual General Meeting (or at any general meeting) unless a quorum of shareholders is present, i.e. shareholders present in person or by proxy and entitled to vote and holding in the aggregate more than 50% of the total voting rights.
At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is demanded. On a show of hands every shareholder present in person shall have one vote and the Chairman has a second or casting vote (in the case of equality).
In compliance with the Rules, the Company made several announcements during the financial year under review to keep bondholders and the market informed.
Conflicts of interest
It is the duty of the directors to always act in the best interest of the Company and its shareholders and investors. In the event of any actual, potential, or perceived conflict of interest, the director must declare it immediately to the other Board members and the Audit Committee, who will determine if such a conflict exists. The Audit Committee is responsible for ensuring that any potential conflicts of interest are resolved in the best interests of the Company.
The directors are regularly reminded of their obligations with regards to dealing in securities of the Company within the parameters of the law and subsidiary legislation and Rules. During the financial year under review, the directors disclosed any private interests or duties that were unrelated to the Company. It has been ensured that these do not create any conflicts of interests or duties towards the Company.
Corporate social responsibility
The Company aims to follow ethical principles in its management practices and is dedicated to improving the well-being of all stakeholders of the Company through corporate social responsibility. The Board acknowledges its accountability to the community and the environment in which it operates. The Company also recognises the importance of preserving the environment and consistently revises its policies to promote environmental stewardship, social responsibility, and accountability.
Risk Management and Internal Control
The Board recognises that the Company must manage a range of risks when carrying out its activities, and failure to adequately manage these risks could adversely impact the business. Whilst no system can provide absolute guarantees and protection against material loss, the risk management systems are designed to give the directors reasonable assurance that problems can be identified promptly, and remedial action can be taken as appropriate.
The Board maintains sound risk management and internal control systems. It is responsible for determining the nature and extent of the risks it is willing to take to achieve its strategic objectives. The Board established formal and transparent arrangements to apply risk management and internal control principles and maintains an appropriate relationship with the Company’s auditors.
An essential element of effective internal control is the ongoing process of monitoring the investments made by the Company. In this capacity, the Audit Committee and the Board periodically updates itself on the financial affairs and operational developments of the Company’s subsidiaries focusing particularly on the progress of operations, commercial activities, and related operational and commercial concerns.
Burmarrad Group Assets p.l.c.
Statement of Compliance with Code of Principles of Good Governance (continued)
9
Furthermore, the Audit Committee is responsible to monitor on a regular basis, the financial reporting of the Company by ensuring that the control processes implemented by the CFO and the finance team are complete and effective.
Non-compliance with the Code
Succession Policy
The Code suggests that the Board should develop a succession policy for the future composition of the Board of directors and particularly the executive component thereof. No such policy has been put in place for the time being since the Board considers such policy not to be necessary considering the current size of the Company.
Evaluation of the board’s performance
The Code suggests the appointment of a committee led by a non-executive director to evaluate the performance of the Board. However, the Board does not view it as necessary to appoint a committee to carry out a performance evaluation of its role, as the Board’s performance is evaluated on an ongoing basis by, and is subject to the constant scrutiny of, the Board itself, the majority of which is composed by independent non-executive Directors, the Audit Committee in so far as conflicting situations are concerned, the Company’s shareholders, the market and the rules by which the Company is regulated as a listed company.
Remuneration committee
The Code advises that the Board should create a policy for the remuneration of directors and senior executives, as well as formal and transparent procedures for developing the policy and setting individual remuneration packages. However, based on the size and nature of the Company’s operations, the Board does not see the need to establish a remuneration committee, given that the remuneration of the directors is required by the Company’s Memorandum and Articles of Association of the Issuer to be determined by the company in general meeting. Furthermore, the executive Directors, Maria Gauci and Mario Gauci, who are directors of the parent company (Burmarrad Group Limited), and ultimate beneficial owners of the Burmarrad Group, and can in such capacity influence the general meeting’s decision on remuneration of Directors (although there are other directors of Burmarrad Group Limited) and ultimate beneficial owners of the Burmarrad Group, apart from them), have waived and do not receive Directors’ fees.
The remuneration paid to the Non-executive directors is a fixed amount per annum and does not comprise any variable component linked to profit sharing, share options, or pension benefits.
Nominations committee
The Code suggests that a formal and transparent procedure should be in place for the appointment of new directors to the Board, which ensures sufficient information on the candidates’ personal and professional qualifications. However, considering the Company’s size and nature of operations, the Board believes that it is not necessary to establish a nomination committee as appointments to the Board of Directors are determined by the shareholders of the Company, with the possibility of prior nomination by the shareholders or by the directors or a committee appointed by them, in accordance with the Memorandum and Articles of Association. The Company considers that the current members of the Board provide the required level of skill, knowledge and experience expected in terms of the Code.
Institutional shareholders
The Company does not have any institutional shareholders.
Signed on behalf of the Board of Directors on 29 May 2026 by Ms. Maria Gauci and Mr. Mario Gauci Jnr as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.
Burmarrad Group Assets p.l.c.
Statement of Financial Position
As at 31 January 2026
10

|  | Group | Company | Group | Company
|  | 2026 | 2026 | 2025 | 2025
|  | € | € | € | €
| Notes |  |  |  |
Non-current assets |  |  |  |  |
Investment property | 12 | 4,082,048 | - | 4,508,410 | -
Investments in subsidiaries | 13 | - | 3,662,400 | - | 3,662,400
Equity-accounted investee | 14 | 16,560,303 | 15,600,000 | 15,809,642 | 15,600,000
Finance lease receivables | 15 | 3,056,712 | - | 1,682,271 | -
Financial assets at amortised cost | 16 | 10,973,913 | - | 11,009,309 | -
Loans receivables | 16 | 2,657,885 | 14,058,918 | 3,075,084 | 13,954,418
Deferred tax asset | 17 | - | - | 18,996 | 18,996
Total non-current assets |  | 37,330,861 | 33,321,318 | 36,103,712 | 33,235,814
Current assets |  |  |  |  |
Assets held for sale | 18 | 990,341 | - | - | -
Finance lease receivables | 15 | 213,450 | - | 201,400 | -
Financial assets at amortised cost | 16 | 3,272,160 | - | 5,743,680 | -
Loans receivables | 16 | 62,488 | 3,816,291 | - | 4,241,990
Trade and other receivables | 19 | 2,369,476 | 182,669 | 886,777 | 140,511
Cash and cash equivalents | 20 | 871,766 | 709,986 | 985,895 | 877,048
Total current assets |  | 7,779,681 | 4,708,946 | 7,817,752 | 5,259,549
Total assets |  | 45,110,542 | 38,030,264 | 43,921,464 | 38,495,363
EQUITY |  |  |  |  |
Capital and reserves |  |  |  |  |
Called up issued share capital | 21 | 14,127,000 | 14,127,000 | 14,127,000 | 14,127,000
Other reserve | 21 | 1,418,593 | - | 989,768 | -
Retained earnings |  | 8,573,407 | 7,341,983 | 7,276,967 | 7,334,735
Total equity |  | 24,119,000 | 21,468,983 | 22,393,735 | 21,461,735
Non-current liabilities |  |  |  |  |
Debt securities issued | 22 | 15,746,515 | 15,746,515 | 15,715,927 | 15,715,927
Bank borrowings | 24 | - | - | 515,800 | -
Trade and other payables | 25 | 48,296 | - | 72,596 | -
Deferred tax liability | 17 | 253,289 | - | 216,000 | -
Total non-current liabilities |  | 16,048,100 | 15,746,515 | 16,520,323 | 15,715,927
Current liabilities |  |  |  |  |
Current tax liability |  | 534,897 | 295 | 352,724 | 295
Bank borrowings | 24 | 1,095,904 | - | 140,234 | 140,234
Debt securities issued | 22 | 681,200 | 681,200 | 726,433 | 726,433
Loans due to related parties | 23 | 1,630,500 | - | 2,161,001 | -
Trade and other payables | 25 | 1,000,941 | 133,271 | 1,627,014 | 450,739
Total current liabilities |  | 4,943,442 | 814,766 | 5,007,406 | 1,317,701
Total liabilities |  | 20,991,542 | 16,561,281 | 21,527,729 | 17,033,628
Total equity and liabilities |  | 45,110,542 | 38,030,264 | 43,921,464 | 38,495,363

The accompanying notes form an integral part of these financial statements.
The financial statements were approved and authorised for issue by the Board of Directors on 29 May 2026. The financial statements were signed on behalf of the Board of Directors by Ms. Maria Gauci and Mr. Mario Gauci Jnr as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.
Maria Gauci Mario Gauci Jnr
Director Director
Burmarrad Group Assets p.l.c.
Statement of Comprehensive Income
For the year ended 31 January 2026
11

|  | Group | Company | Group | Company
|  | 2026 | 2026 | 2025 | 2025
|  | € | € | € | €
| Notes |  |  |  |
Interest income | 8 | 2,007,322 | 1,005,308 | 1,734,866 | 640,868
Other revenue | 10 | 101,144 | 161,000 | 40,848 | -
Administrative expenses | 6,7 | (368,706) | (196,446) | (261,008) | (105,335)
Impairment reversal/(losses) on financial assets | 26 | 4,335 | 23,536 | (109,702) | (93,512)
Operating profit |  | 1,744,095 | 993,398 | 1,405,004 | 442,021
Finance costs | 9 | (990,621) | (966,588) | (747,801) | (747,801)
Share of profit of associate | 14 | 750,661 | - | 201,750 | -
Fair value gain on investment property | 12 | 466,114 | - | 335,000 | -
Profit/(loss) before tax |  | 1,970,249 | 26,810 | 1,193,953 | (305,780)
Income tax (expense)/credit | 11 | (244,984) | (19,562) | (549,239) | 18,996
Profit/(loss) for the year |  | 1,725,265 | 7,248 | 644,714 | (286,784)

The accompanying notes form an integral part of these financial statements.
Burmarrad Group Assets p.l.c.
Statement of Changes in Equity
For the year ended 31 January 2026
12

Group | Called up issued share capital | Other reserves | Retained earnings | Total
| € | € | € | €
At 1 February 2024 | 10,521,200 | 870,768 | 6,751,253 | 18,143,221
Increase in share capital | 3,605,800 | - | - | 3,605,800
Profit for the year | - | - | 644,714 | 644,714
Transfer to other reserve | - | 119,000 | (119,000) | -
At 31 January 2025 | 14,127,000 | 989,768 | 7,276,967 | 22,393,735

Profit for the year | - | - | 1,725,265 | 1,725,265
Transfer to other reserve | - | 428,825 | (428,825) | -
At 31 January 2026 | 14,127,000 | 1,418,593 | 8,573,407 | 24,119,000

The accompanying notes form an integral part of these financial statements.
Burmarrad Group Assets p.l.c.
Statement of Changes in Equity (continued)
For the year ended 31 January 2026
13
Company
Called up issued share capital
Retained earnings
Total
€
€
€
At 1 February 2024
10,521,200
7,621,519
18,142,719
Increase in share capital
3,605,800
-
3,605,800
Loss for the year
-
(286,784)
(286,784)
At 31 January 2025
14,127,000
7,334,735
21,461,735
Profit for the year
-
7,248
7,248
At 31 January 2026
14,127,000
7,341,983
21,468,983
Burmarrad Group Assets p.l.c.
Statement of Cash Flows
For the year ended 31 January 2026
14

|  | Group | Company | Group | Company
|  | 2026 | 2026 | 2025 | 2025
|  | € | € | € | €
| Note s |  |  |  |
Cash flows from operating activities |  |  |  |  |
Profit/(loss) for the year |  | 1,725,265 | 7,248 | 644,714 | (286,784)
Adjustments for: |  |  |  |  |
Movement in fair value of investment property | 12 | (466,114) | - | (335,000) | -
Income taxes | 11 | 244,984 | 19,562 | 549,239 | (18,996)
Share of profit from associate | 14 | (750,661) | - | (201,750) | -
Interest income | 8 | (2,007,322) | (1,005,308) | (1,734,866) | (640,868)
Finance costs | 9 | 960,033 | 936,000 | 726,433 | 726,433
Amortisation of transaction costs | 9 | 30,588 | 30,588 | 21,368 | 21,368
Impairment reversal/(losses) on financial assets | 26 | (4,335) | (23,536) | 109,702 | 93,512
Changes in: |  |  |  |  |
Trade and other receivables | 19 | 8,982 | (143,589) | (807,827) | (43,233)
Trade and other payables | 25 | 257,185 | 89,864 | 715,307 | (956,459)
Financial assets | 15,16 | 409,966 | 300,562 | 593,604 | -
Funds advanced to fellow subsidiaries of the Burmarrad Group |  | - | - | (15,928,597) | -
Cash generated from/(absorbed by) operating activities |  | 408,571 | 211,391 | (15,647,673) | (1,105,027)
Interest income received |  | 3,773 | 3,773 | - | -
Income taxes paid |  | (6,526) | (566) | (788) | (788)
Net cash generated from/(used in) operating activities |  | 405,818 | 214,598 | (15,648,461) | (1,105,815)
Cash flows from investing activities |  |  |  |  |
Acquisition of investment property | 12 | (97,865) | - | (410,038) | -
Funds advanced to subsidiary |  | - | (163,638) | - | (11,435,734)
Interest repayment by subsidiary |  | - | - | - | -
Repayment of funds advanced by subsidiary |  | - | - | - | 556,400
Funds advanced to fellow subsidiary of the Burmarrad Group |  | - | - | - | (4,200,000)
Principal repayment by fellow subsidiary of the Burmarrad Group |  | - | - | 896,607 | 896,607
Interest repayment by fellow subsidiary of the Burmarrad Group |  | - | 763,400 | 143,303 | 143,303
Net cash generated from/(used in) investing activities |  | (97,865) | 599,762 | 629,872 | (14,039,424)

Burmarrad Group Assets p.l.c.
Statement of Cash Flows (continued)
For the year ended 31 January 2026
15

|  | Group | Company | Group | Company
|  | 2026 | 2026 | 2025 | 2025
|  | € | € | € | €
| Note |  |  |  |
Cash flows from financing activities |  |  |  |  |
Proceeds from loans and borrowings | 20.2 | 670,780 | - | 216,117 | 215,610
Repayment of bank borrowings |  | (90,676) | - | - | -
Proceeds from debt securities issued | 22 | - | - | 16,000,000 | 16,000,000
Repayment of funds advanced by related party |  | - | - | - | -
Debt securities issue costs paid | 22 | - | - | (305,441) | (305,441)
Interest paid on debt securities |  | (981,233) | (981,233) | (18,170) | -
Interest paid on bank borrowings |  | (20,568) | - | - | -
Net cash (used in)/generated from financing activities | 20.2 | (421,697) | (981,233) | 15,892,506 | 15,910,169
Net (decrease)/increase in cash and cash equivalents |  | (113,744) | (166,873) | 873,917 | 764,930
Effect of provision for expected credit losses |  | (385) | (189) | (1,270) | (1,130)
Cash and cash equivalents at beginning of the year | 20.1 | 985,895 | 877,048 | 113,248 | 113,248
Cash and cash equivalents at end of the year |  | 871,766 | 709,986 | 985,895 | 877,048

The accompanying notes form an integral part of these financial statements.
Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
16
1 Reporting entity
Burmarrad Group Assets p.l.c. (the “Company”) is a public limited liability company domiciled and incorporated in Malta. The Company’s registered office is at Marjo, Burmarrad Road, Burmarrad, St. Paul’s Bay, Malta. These consolidated financial statements comprise the Company and its wholly owned subsidiaries (collectively the “Group” and individually as “Group Companies”) and the Group’s interest in an equity accounted investee. The Group forms part of a larger group, the parent company of which is Burmarrad Group Limited (refer to note 27), collectively referred to as the "Burmarrad Group”.
The Company acts as the finance arm of the Group by raising finance and advancing same to the companies within the Group and fellow subsidiaries within the wider Burmarrad Group which is parented and consolidated by Burmarrad Group Limited. The Group's operating activities include vehicle leasing through Burmarrad Group Fleets Limited, which manages vehicles and related assets leased to the Burmarrad Group subsidiaries which do not make part of the Group, and property investment through Burmarrad Group Properties Limited, which holds immovable properties for development, capital appreciation, and rental income generation.
2 Basis of preparation
2.1 Basis of accounting
These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the EU and the requirements of the Maltese Companies Act, 1995 (Cap. 386).
As at the reporting date, the Company’s investments consist primarily of its shareholding in BBT p.l.c. and its wholly-owned subsidiaries, Burmarrad Group Fleets Limited and Burmarrad Group Properties Limited. Burmarrad Group Fleets Limited is principally engaged in the acquisition, holding and leasing of vehicles forming part of the Group’s leasing and rentals operations, while Burmarrad Group Properties Limited is principally engaged in the holding and development of investment property.
The directors have, at the time of approving the financial statements, a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus, the Group has applied the going concern basis of accounting in preparing the financial statements.
2.2 Basis of measurement
Assets and liabilities are measured at historical cost except for investment property which is stated at fair value.
2.3 Functional and presentation currency
These financial statements are presented in Euro (€), which is the Company’s ‘functional currency’, being the currency of the primary economic environment in which the Company operates.
2.4 Use of estimates and judgements
The preparation of the financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
17
2 Basis of preparation (continued)
2.4 Use of estimates and judgements (continued)
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.
2.4.1 Fleet leasing and financing
Burmarrad Group Fleets Limited’s, one of the subsidiaries of the Group, acquired vehicles and fixed assets related to the vehicle manufacturing and servicing business from a number of fellow subsidiaries which form part of the Burmarrad Group and leased them to the same related parties. It also acquired new vehicles which it leased to its related undertakings. The nature of these transactions were analysed in detail for proper classification and measurement under IFRS as adopted by the EU.
The classification and measurement of the transactions involving the acquisition of vehicles and fixed assets and their subsequent leaseback to related undertakings involved significant judgement in order to ascertain whether the substance of the transactions represented a sale and leaseback or a financing arrangement. Specifically, management assessed whether control over the assets was transferred to the Group during acquisition. The determination of control transfer involved evaluating the risks and rewards associated with the assets and the extent to which the Group obtained substantive rights over the assets.
In assessing the accounting treatment of the sale and leaseback transactions, management considered whether the requirements for a sale under IFRS 15 ‘Revenue from Contracts with Customers’ were met. Given that the seller-lessees (fellow subsidiaries of the Burmarrad Group) were contractually required to reacquire the assets at the end of the lease term or upon early termination, control of the assets was not considered to have transferred to the Group. Accordingly, the transactions were accounted for as financing arrangements, with the Group recognising a financial asset at amortised cost in accordance with IFRS 9.
For transactions involving the seller-lessee which transfers the underlying asset to the buyer-lessor (which is the Group), in which control of the assets was considered to have been transferred to the Group, these are accounted for as lease transactions wherein the Group recognises finance lease receivables and accounted for under IFRS 16.
Estimated future cash flows have been based on the contracted upon leases at the point of recognition for the respective receivables, ensuring that the required internal rate of return is being achieved.
2.4.2 Fair valuation of investment property
The determination of the fair value of investment property at the year-end requires the use of significant management estimates. Details of key assumptions are disclosed in note 12 to the financial statements.
In the opinion of the directors accounting estimates and judgements made in the course of preparing these financial statements are not difficult to reach, subjective or complex to a degree which would warrant their description as significant and critical in terms of the requirements of IAS 1 Presentation of Financial Statements except as disclosed above and in note 12 to the financial statements.
Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
18
3 Material accounting policies
The Group and the Company (where applicable) have consistently applied the following accounting policies to all periods presented in these financial statements.
3.1 Basis of consolidation
3.1.1 Investments in Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an investee when it is exposed to, or has rights to, variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. In assessing control, potential voting rights that give the Group the current ability to direct the investee’s relevant activities are taken into account. Assets, liabilities, income and expenses of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.
Profit or loss and each component of OCI are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
The consolidated financial statements reflect the financial position and operation of the Company and its subsidiaries as listed below (together the ‘Group’).

Entities | Principal Activities | Country of Incorporation | Ownership Interest | Registered office
Subsidiaries |  |  |  |
Burmarrad Group Fleets Limited | The company is principally engaged in purchasing, holding and leasing of assets to group companies | Malta | 100% | Marjo, Burmarrad Road, Burmarrad, San Pawl il-Bahar SPB 9060
Burmarrad Group Properties Limited | The company is principally engaged in holding and developing investment property | Malta | 100% | Marjo, Burmarrad Road, Burmarrad, San Pawl il-Bahar SPB 9060

Investments in subsidiaries are included in the Company’s statement of financial position at cost less any impairment loss that may have arisen. Income from investments is recognised only to the extent of distributions received by the company.
At the end of each reporting period, the Company reviews the carrying amount of its investments in subsidiaries to determine whether there is any indication of impairment, and if any such indication exists, the recoverable amount of the investment is estimated. An impairment loss is the amount by which the carrying amount of an investment exceeds its recoverable amount. The recoverable amount is the higher of fair value less costs to sell and value in use. When an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, to the extent that it does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. Impairment reversals are recognised immediately in profit or loss.
Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
19
3 Material accounting policies (continued)
3.1 Basis of consolidation (continued)
3.1.2 Loss of control
The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the elements of control detailed above. When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related NCI and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost.
3.1.3 Interest in equity-accounted investee
The Group’s interest in equity-accounted investees comprises interests in associates. Associates are entities in which the Group has significant influence but not control or joint control over the financial and operating policies. 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.
Interests in associates are accounted for using the equity method, except when the investment is classified as held for sale, from the date that significant influence commences until the date that significant influence ceases. Under the equity method, investments in associates are initially recognised at cost and adjusted thereafter for the post-acquisition change in the Group’s share of net assets of the associates, less any impairment in the value of individual investments. The Group’s share of the post-acquisition profit or loss of the associates is recognised in profit or loss and the Group’s share of the post-acquisition movements in other comprehensive income is recognised in other comprehensive income. Distributions received from an investee reduce the carrying amount of the investment. The Group’s share of losses of an associate in excess of its interest in that associate (which includes any long-term interests that, in substance, form part of the Group’s net investment in the associate) are not recognised, unless the Group has incurred obligations or made payments on behalf of the associate.
Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets and liabilities of the associate at the date of acquisition is recognised as goodwill. The goodwill is included within the carrying amount of the investment and is assessed for impairment as part of that investment. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition, after reassessment, is excluded from the carrying amount of the investment and recognised immediately in profit or loss.
Where necessary, appropriate adjustments are made to the financial statements of associates to bring their accounting policies in line with those used by the Group.
This policy is also applied by the Group to interests in equity-accounted investees acquired in a common control transaction.
In the separate financial statements of the Company, investments in associates are initially recognised at cost, being the fair value of the consideration given, including directly attributable acquisition costs. Following initial recognition, investments in associates are accounted for using the cost method and are carried at cost less any accumulated impairment losses. Distributions received from associates are recognised as investment income in profit or loss when the Company’s right to receive the dividend is established.
Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
20
3 Material accounting policies (continued)
3.1 Basis of consolidation (continued)
3.1.4 Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.
3.2 Financial instruments
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially recognised at their fair value plus directly attributable transaction costs for all financial assets or financial liabilities not classified at fair value through profit or loss.
Financial assets are derecognised when the contractual rights to the cash flows from the financial assets expire or when the entity transfers the financial asset and the transfer qualifies for derecognition.
Financial liabilities are derecognised when they are extinguished. This occurs when the obligation specified in the contract is discharged, cancelled or expires.
Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when the Group currently has a legally enforceable right to set off the recognised amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
Classification of financial assets
On initial recognition, a financial asset is classified as subsequently measured at amortised cost, FVOCI – debt instrument, FVOCI – equity investment; or FVTPL.
Debt instruments that meet the following conditions are subsequently measured at amortised cost:
-the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
-the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
3.2.1 Financial assets
The business model
An assessment of business models for managing financial assets is fundamental to the classification of a financial asset. The Group determines the business models at a level that reflects how groups of financial assets are managed together to achieve a particular business objective.
Held to collect - Debt instruments measured at amortised cost
The following financial assets are classified within this category: Finance lease receivables, financial asset at amortised cost, trade and other receivables, loans receivable, cash at bank.
Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
21
3 Material accounting policies (continued)
3.2 Financial instruments (continued)
3.2.1 Financial assets (continued)
Appropriate allowances for expected credit losses (‘ECLs’) are recognised in profit or loss in accordance with the Group’s accounting policy on ECLs.
The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance.
Changes in the carrying amount as a result of foreign exchange gains or losses, impairment gains or losses and interest income are recognised in profit or loss.
Assessment whether contractual cash flows are SPPI
The assessment of whether contractual cash flows are solely payments of principal and interest (SPPI) involves evaluating the contractual terms of the financial asset to ensure that they give rise to cash flows that are consistent with a basic lending arrangement.
The principal amount represents the fair value of the financial asset at initial recognition, while interest is compensation for the time value of money, credit risk, and other basic lending risks and costs. Any contractual terms that introduce exposure to risks or volatility unrelated to a basic lending arrangement may result in the cash flows not being considered SPPI.
Interest income using the effective interest method
Interest income is recognised using the effective interest method and is included in the line item ‘Investment income’.
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. For financial instruments other than purchased or originated credit-impaired financial assets, the effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding ECLs, through the expected life of the debt instrument, or where appropriate, a shorter period, to the gross carrying amount of the debt instrument on initial recognition.
For financial assets other than purchased or originated credit-impaired financial assets, interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for financial assets that have subsequently become credit-impaired.
3.2.1.1 Loans and receivables
Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses.
Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
22
3 Material accounting policies (continued)
3.2 Financial instruments (continued)
3.2.1 Financial assets (continued)
3.2.1.2 Trade receivables
Trade receivables which do not have a significant financing component are initially measured at their transaction price and are subsequently stated at their nominal value less any loss allowance for ECLs.
3.2.1.3 Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, demand deposits and time deposits with original maturities of three months or less from the date of instrument inception. Time deposits form an integral part of the Group’s cash management practices.
3.2.2 Financial liabilities
The Group initially recognises financial liabilities on the trade date at which the Group becomes a party to the contractual provisions of the instrument.
The Group has the following financial liabilities: debt securities issued, loans and borrowings and trade and other payables.
Such financial liabilities are recognised initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are measured at amortised cost using the effective interest method.
3.2.2.1 Bank borrowings
Subsequent to initial recognition, interest-bearing bank loans are measured at amortised cost using the effective interest method. Bank loans are carried at face value due to their market rate of interest.
3.2.2.2 Other borrowings and debt securities issued
Subsequent to initial recognition, other borrowings and issued debt securities are measured at amortised cost using the effective interest method unless the effect of discounting is immaterial.
3.2.2.3 Trade and other payables
Trade payables are classified with current liabilities and are stated at their nominal value unless the effect of discounting is material, in which case trade payables are measured at amortised cost using the effective interest method.
3.2.3 Share capital
3.2.3.1 Ordinary shares
Ordinary shares are classified as equity instruments. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.
Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
23
3 Material accounting policies (continued)
3.3 Investment Property
Properties treated as investments principally comprise buildings that are held for long term rental income or capital appreciation or both, and that are not occupied by the Group. Investment property is initially measured at cost including related transaction costs. Investment property is measured at fair value based on assessments conducted by professionally qualified independent architects or surveyors, in accordance with international valuation standards and established professional practices with recent experience of commercial property in Malta. In periods where an external valuation is not obtained, management reviews the significant inputs used in the previous valuation, evaluates any changes in property values compared to prior assessments, and consults with the independent valuer, where necessary. Fair value is based on active market prices, adjusted, if necessary, for any difference in the nature, location or condition of the specific asset.
Subsequent expenditure is charged to the asset’s carrying amount only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance costs are charged to the profit and loss account during the financial period in which they are incurred. Unrealised gains and losses arising from changes in fair value (net of deferred taxation) are initially recognised in profit or loss.
3.3.1 Measurement of fair values
The Group owns investment property which is measured at fair value (refer to note 12).
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
For financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurements in its entirety, which are described as follows:
-Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
-Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
-Level 3 inputs are unobservable inputs for the asset or liability.
For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis, the Group determines when transfers are deemed to have occurred between levels in the hierarchy at the end of each reporting period.
3.4 Assets held for sale
Non-current assets, or disposal groups comprising assets and liabilities, are classified as held-for-sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use.
Such assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets, employee benefit assets, investment property, or biological assets, which continue to be measured in accordance with the Group’s other accounting policies. Impairment losses on initial classification as held-for-sale or held-for-distribution and subsequent gains and losses on remeasurement are recognised in profit or loss.
Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
24
3 Material accounting policies (continued)
3.4 Assets held for sale (continued)
Once classified as held-for-sale, intangible assets and property, plant and equipment are no longer amortised or depreciated, and any equity-accounted investee is no longer equity accounted.
3.5 Impairment
The Group recognises a loss allowance for ECLs on the following financial instruments – debt instruments measured at amortised cost, finance lease receivables, loan commitments, cash and cash equivalents and trade and other receivables.
The amount of ECLs is updated at each reporting date to reflect changes in credit risk since the initial recognition. For trade receivables that do not contain a significant financing component (or for which the IFRS 15 practical expedient for contracts that are one year or less is applied), the Group applies the simplified approach and recognises lifetime ECL. Balances with entities making part of the wider Burmarrad Group classified as trade receivables are separately assessed for ECL purposes under the general approach explained below.
Where the simplified approach is applied, the ECLs on these financial assets are estimated using a provision matrix based on the Group’s historical credit loss experience based on the past due status of the debtors, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date.
For all other financial instruments, the Group uses the general approach and recognises lifetime ECL when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on the financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECL (‘12m ECL’). The assessment of whether lifetime ECL should be recognised is based on significant increases in the likelihood or risk of a default occurring since initial recognition instead of on evidence of a financial asset being credit-impaired at the reporting date or an actual default occurring. Lifetime ECL represents the ECLs that will result from all possible default events over the expected life of a financial instrument. In contrast, 12m ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.
Significant increase in credit risk
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group’s historical experience and informed credit assessment and including forward-looking information. Information considered includes financial data made available by the counterparty to the receivable as well as circumstances which could impact the counterparty’s liquidity and net asset position.
IFRS 9 includes a rebuttable presumption that credit risk has significantly increased when contractual payments are more than 30 days past due. The Group has rebutted this presumption and assumes that credit risk on a financial asset has increased significantly only when payments are more than 90 days past due. This rebuttal is based on the Group’s experience and knowledge of the market in view of the previous operations which took place within the wider Burmarrad Group, which indicate that amounts less than 90 days past due are not necessarily indicative of a significant increase in credit risk.
Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
25
3 Material accounting policies (continued)
3.5 Impairment (continued)
The Group’s knowledge in view of the previous operations within the wider Burmarrad Group considers a financial asset to be in default when:
-the customer is unlikely to pay its credit obligations to the Group in full; or
-the financial asset is more than 180 days past due and there is no agreement in place to offset the receivable against amounts due to the same customer
Credit-impaired financial assets
A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred.
Evidence that a financial asset is credit-impaired includes observable data about the following events:
a)significant financial difficulty of the issuer or the borrower;
b)a breach of contract, such as a default or past due event;
c)the lender(s) of the borrower, for economic or contractual reasons relating to the borrower’s financial difficulty, having granted to the borrower a concession(s) that the lender(s) would not otherwise consider;
d)it is becoming probable that the borrower will enter bankruptcy or other financial reorganisation; or
e)the disappearance of an active market for that financial asset because of financial difficulties.
Write-off policy
The Group writes off a financial asset when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic prospect of recovery.
Measurement and recognition of ECLs
For financial assets, the credit loss is the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the Group expects to receive, discounted at the original effective interest rate. ECLs represent the weighted average of credit losses with the respective risks of a default occurring as the weights.
The assessment of the probability of default and loss given default is based on historical data adjusted by forward-looking information, including industry specific outlooks, where applicable. Where applicable, the financial position of the counterparties is also taken into consideration.
For a lease receivable, the cash flows used for determining the ECLs are consistent with the cash flows used in measuring the lease receivable in accordance with IFRS 16 Leases.
Presentation of allowance for ECL in the statement of financial position
Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.
3.5.1 Non-financial assets
The carrying amounts of the Group’s non-financial assets (other than investment property and deferred tax assets), are reviewed at each reporting date to determine whether there is any
Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
26
3 Material accounting policies (continued)
3.5 Impairment (continued)
3.5.1 Non-financial assets (continued)
indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.
The recoverable amount of an asset is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
An impairment loss is recognised if the carrying amount of an asset exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss unless impairment relates to assets which are measured at fair value, in which case it is treated as a revaluation decrease.
Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there
has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
3.6 Leases
The Group assesses whether the contract is, or contains, a lease at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
The lease term is determined as the non-cancellable period of a lease, together with both (a) periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option; and (b) periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option.
The Group as a lessor
Leases for which the Group is a lessor continue to be classified as finance or operating leases. Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards incidental to ownership to the lessee. All other leases are classified as operating leases. Lease classification is made at the inception of the lease, which is the earlier of the date of the lease agreement and the date of commitment by the parties to the principal provisions of the lease.
Leased assets are presented in the statement of financial position according to their nature and are tested for impairment in accordance with the Group’s accounting policy on impairment. Depreciable leased assets are depreciated in accordance with the Group’s accounting policy on depreciation. Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease unless another systematic basis is more representative of the pattern in which benefit from the use of the underlying asset is diminished. Initial direct costs incurred in obtaining an operating lease are added to the carrying amount of the leased asset.
Amounts due from lessees under a finance lease are presented in the statement of financial position as receivables at the amount of the Group’s net investment in the lease and include initial direct costs. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Group’s net investment in the finance lease.
Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
27
3 Material accounting policies (continued)
3.6 Leases (continued)
In sale and leaseback transactions, when the transfer of an asset by the seller-lessee does not satisfy the requirements of IFRS 15 to be accounted for as a sale of such asset:
(a)The seller-lessee shall continue to recognise the transferred asset and shall recognise a financial liability equal to the transfer proceeds. It shall account for the financial liability applying IFRS 9.
(b)The buyer-lessor shall not recognise the transferred asset and shall recognise a financial asset equal to the transfer proceeds. It shall account for the financial asset applying IFRS 9.
3.7 Interest income
As further disclosed in the accounting policy on financial assets, interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable. Interest income is recognised to the extent that it is probable that future economic benefits will flow to the Group and these can be measured reliably.
3.8 Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised from the time that expenditure for these assets and borrowing costs are being incurred and activities that are necessary to prepare these assets for their intended use or sale are in progress. Borrowing costs are capitalised until such time as the assets are substantially ready for their intended use or sale.
Borrowing costs are suspended during extended periods in which active development is interrupted. All other borrowing costs are recognised as an expense in profit or loss in the period in which they are incurred.
3.9 Income tax
Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in profit or loss except to the extent that it relates to items recognised directly in equity or in other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets.
A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
28
3 Material accounting policies (continued)
3.10 Rental income
Rental income arising from operating leases on investment properties is recognized on a straight-line basis over the lease term.
4 New standards and interpretations
4 New standards, interpretations or amendments to published standards
4.1 Accounting standards issued and effective
The Group has applied the following standards and amendments for the first time for their annual reporting period commencing 1 February 2025:
•Lack of Exchangeability (Amendments to IAS 21)
The amendment listed above did not have any impact on the amounts recognised in current and prior periods.
4.2 Accounting standards issued but not yet effective
A number of new standards and amendments to standards are effective for annual periods beginning after 1 February 2025. The Group has not early adopted the following new or amended standards in preparing the financial statements:
•IFRS 18 Presentation and Disclosure in Financial Statements
•Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)
IFRS 18 will replace IAS 1 Presentation of Financial Statements and applies for annual reporting periods beginning on or after 1 January 2027. The new standard introduces the following key new requirements.
•Entities are required to classify all income and expenses into five categories in the statement of profit or loss, namely the operating, investing, financing, discontinued operations and income tax categories. Entities are also required to present a newly-defined operating profit subtotal. Entities' net profit will not change.
•Management-defined performance measures (MPMs) are disclosed in a single note in the financial statements.
•Enhanced guidance is provided on how to group information in the financial statements.
In addition, all entities are required to use the operating profit subtotal as the starting point for the statement of cash flows when presenting operating cash flows under the indirect method.
The Group is still in the process of assessing the impact of the new standard, particularly with respect to the structure of the Group's statement of profit or loss, the statement of cash flows and the additional disclosures required for MPMs. The Group is also assessing the impact on how information is grouped in the financial statements, including for items currently labelled as 'other'.
The other amended accounting standards are not expected to have a significant impact on the Group’s financial statements.
Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
29
5 Operating segments
The Group determines and presents operating segments based on the information that internally is provided to the Board of Directors, which is the Group’s chief operating decision maker (CODM) in accordance with the requirements of IFRS 8 ‘Operating Segments’.
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components, and for which discrete financial information is available. An operating segment’s operating results are reviewed regularly by the Board of Directors to make decisions about resources to be allocated to the segment and to assess its performance executing the function of the CODM.
Products and services from which reportable segments derive their revenues
Information reported to the Group’s CODM for the purposes of resource allocation and assessment of performance is focused on the nature of operating activities conducted across the Group’s business segments. In line with the requirements of IFRS 8, the Group has identified the following reportable segments:
-Property investment and development
-Asset leasing and financing
The Property investment and development segment includes immovable properties held for the generation of rental income as well as properties acquired for development purposes, reflecting the Group’s strategy of capital appreciation and recurring income generation through property management and development activities. The asset leasing and financing segment comprises a fleet of vehicles and equipment which are leased or financed to related parties. Further information about such leases is included within Notes 15 and 16. The Group’s operations are structured around these segments based on the distinct nature of their activities and strategic objectives. Financial information is reported separately for each segment to the CODM to facilitate decision-making and performance evaluation.
Segment revenues and profits
The following is an analysis of the Group’s revenue and results by reportable segment for the years ended 31 January:

| Segment revenue 2026 | Segment revenue 2025 | Segment profit 2026 | Segment profit 2025
| € | € | € | €
Property investment and development | 56,944 | 40,848 | 246,455 | 292,364
Fleet leasing and financing | 1,796,481 | 1,588,919 | 511,778 | 626,585
Total | 1,853,425 | 1,629,767 | 758,233 | 918,949

Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
30
5 Operating segments (continued)
Segment revenues and profits (continued)
The segment profit could be reconciled to the profit shown on the consolidated statement of comprehensive income as:

| 2026 | 2025
| € | €
Total revenue for reportable segments | 1,853,425 | 1,629,767
Revenue for non-reportable segments | 255,041 | 145,947
Consolidated revenue | 2,108,466 | 1,775,714
Total profit after tax for reportable segments | 758,233 | 918,949
Profit/(Loss) after tax for non-reportable segments | 7,248 | (286,785)
Elimination of inter-segment loss | 19,923 | -
Consolidation adjustment | 189,200 | (189,200)
Share of profit of associate | 750,661 | 201,750
Consolidated profit after tax | 1,725,265 | 644,714

Fleet leasing and financing segment revenues are made up of interest income on financial assets due by related parties while Property investment and development revenues are all derived from external customers. There were no intersegment sales in the current and previous year.
An amount of €210,841 (2025: €145,947) recorded as interest income during the current period has not been allocated to a reportable segment. Finance costs recorded for the Property investment and development segment was €18,304 (2025: €Nil) and for the Fleet leasing and financing sector, it amounted to €800,195 (2025: €747,801).
The accounting policies of the reportable segments are the same as the Group’s accounting policies described in note 3. Segment profit represents the profit earned by each segment without allocation of the share of profits of associates, central administration costs including directors’ salaries, finance income, non-operating gains and losses in respect of financial instruments and finance costs, and income tax expense. This is the measure reported to the Group’s Chief Executive for the purpose of resource allocation and assessment of segment performance.
Segment Assets

| 2026 | 2025
| € | €
Property investment and development | 4,082,048 | 4,508,410
Fleet leasing and financing | 17,516,235 | 18,636,660
Total segment assets | 21,598,283 | 23,145,070
Unallocated assets | 23,512,259 | 20,776,394
Consolidated total assets | 45,110,542 | 43,921,464

Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
31
5 Operating segments (continued)
Segment Assets (continued)
For the purposes of monitoring segment performance and allocating resources between segments the Group’s Chief Executive monitors the tangible, intangible and financial assets attributable to each segment. All assets are allocated to reportable segments with the exception of investments in associates, loans receivables, deferred tax asset, trade and other receivables and cash and cash equivalents.
Other segment information

| Additions to non-current assets
| Group | Group
| 2026 | 2025
| € | €
Property investment and development | 97,865 | 428,208
Fleet leasing and financing | 2,017,862 | 18,636,660

Additions to non-current assets exclude additions to financial instruments, deferred tax assets and net defined benefit assets.
Geographical information
The Group’s revenue from external customers and its assets (non-current assets excluding financial instruments, deferred tax assets, and other financial assets) are entirely attributable to operations located in Malta.
Information about major customers
Revenues from fellow subsidiaries (within the wider Burmarrad Group) not part of the Group, classified under the Fleet leasing and financing segment represented approximately €1,796,481 (2025: €1,588,919) of the Group's total revenues. A separate amount of €210,841 (2025: €145,947) recorded as interest income during the current period has been recorded from a loan given to a fellow subsidiary within the Burmarrad group. Furthermore, management fees amounting to €43,200 (2025: €Nil) were charged to a fellow subsidiary within the Burmarrad Group. This income has not been allocated to any reportable segment.
6 Administrative expenses
Administrative expenses are made up of the following expenses:

| Group | Company | Group | Company
| 2026 | 2026 | 2025 | 2025
| € | € | € | €
Directors’ remuneration (Note 7) | 57,778 | 57,778 | 57,217 | 57,217
Audit fees | 31,700 | 20,126 | 30,000 | 12,740
Professional fees | 148,924 | 100,939 | 72,063 | 23,290
Management fees | 80,000 | - | 80,000 | -
Registration fees | 13,293 | 11,973 | 9,892 | 8,351
Bank charges | 24,775 | 1,475 | 8,104 | 1,127
Other expenses | 12,236 | 4,155 | 3,732 | 2,610
| 368,706 | 196,446 | 261,008 | 105,335

As at 31 January 2026, the audit firm charged €998 for non-audit services rendered (2025: €950).
Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
32
7 Key management personnel compensation

| Group | Company | Group | Company
| 2026 | 2026 | 2025 | 2025
| € | € | € | €
Directors’ emoluments | 57,778 | 57,778 | 57,217 | 57,217

During the year, the Group had three non-executive directors who were not engaged on a full-time basis. The aggregate hours contributed by these directors were equivalent to one full-time employee during the reporting period (2025: 1).
8 Interest income

| Group | Company | Group | Company
| 2026 | 2026 | 2025 | 2025
| € | € | € | €
Interest charged to subsidiary | - | 794,467 | - | 498,428
Interest from cash and cash equivalents | 7,999 | 7,999 | - | -
Interest income on finance lease receivables (Note 15) | 395,083 | - | 114,730 | -
Interest income on related party loan (Note 16) | 202,842 | 202,842 | 145,947 | 142,440
Interest income on other financial assets at amortised cost (Note 16) | 1,401,398 | - | 1,474,189 | -
| 2,007,322 | 1,005,308 | 1,734,866 | 640,868

The Group has lease arrangements in place with other fellow subsidiaries within the Burmarrad Group, as disclosed in note 15. Investment income for the period is calculated on the basis of the effective interest method.
Other financial assets at amortised cost comprise receivables arising from financing arrangements entered into by the Group with related entities forming part of the Burmarrad Group. These arrangements involve the sale and leaseback of commercial vehicles, rental vehicles, and other fixed assets as disclosed in note 16.
As explained in Note 2.4, the acquisition of these motor vehicles from fellow subsidiaries within the Burmarrad Group, followed by their leaseback to the original sellers, does not result in a transfer of control of the underlying assets to the Group and are therefore not accounted for as a sale by the fellow subsidiaries within the Burmarrad Group. Accordingly, the transactions fall within the scope of IFRS 9 Financial Instruments, and the resulting balances are accounted for as financial assets measured at amortised cost.
9 Finance costs

| Group | Company | Group | Company
| 2026 | 2026 | 2025 | 2025
| € | € | € | €
Finance cost on debt securities in issue | 966,588 | 996,588 | 747,801 | 747,801
Finance costs on bank borrowings | 24,033 | - | - | -
| 990,621 | 996,588 | 747,801 | 747,801

Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
33
10 Other revenue

| Group | Company | Group | Company
| 2026 | 2026 | 2025 | 2025
| € | € | € | €
Rental income | 56,944 | - | 40,848 | -
Management fees | 43,200 | 160,000 | - | -
Other income | 1,000 | 1,000 | - | -
| 101,144 | 161,000 | 40,848 | -

11 Income tax expense
The income tax charge for the year and the result of the accounting profit/(loss) multiplied by the statutory domestic tax rate applicable in Malta, the Company’s country of incorporation, are reconciled as follows:

| Group | Company | Group | Company
| 2026 | 2026 | 2025 | 2025
| € | € | € | €
Profit/(loss) before income tax | 1,970,249 | 26,810 | 1,193,953 | (305,780)
Income tax using the applicable domestic tax rate of 35% | (689,587) | (9,384) | (417,884) | 107,023
Tax effect of expenses not allowed for tax purposes | (13,033) | - | (103,584) | (107,023)
Tax effect of income deductible for tax purposes | 3,150 | 3,150 | - | -
Tax effect of impairment reversal deductible for tax purposes | - | 8,238 |  |
Difference in tax rules applicable to immovable property | 125,851 | - | (125,550) | -
Difference in tax rates applied to rental income | 11,389 | - | 8,170 | -
Difference in tax rates applied to interest income received | 755 | 755 | - | -
Share of profit of equity-accounted investee reported, net of tax | 262,731 | - | 70,613 | -
Recognition of previously unrecognized tax losses | - | - | 18,996 | 18,996
Effect of surrendering of tax losses | 53,760 | (22,321) | - | -
Tax (charge)/credit for the year | (244,984) | (19,562) | (549,239) | 18,996

| Group | Company | Group | Company
| 2026 | 2026 | 2025 | 2025
| € | € | € | €
Current tax expense | (188,699) | (566) | (352,235) | -
Deferred tax (expense)/income | (56,285) | (18,996) | (197,004) | 18,996
| (244,984) | (19,562) | (549,239) | 18,996

Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
34
12 Investment property

| Group | Company
| € | €
Cost |  |
At 1 February 2024 | 3,745,202 | -
Additions | 428,208 | -
Change in fair value | 335,000 | -
At 1 February 2025 | 4,508,410 | -
Additions | 97,865 | -
Change in fair value | 466,114 | -
Reclassification to asset held for sale (Note 18) | (990,341) |
At 31 January 2026 | 4,082,048 | -
Carrying amount |  | -
At 31 January 2026 | 4,082,048 | -
At 31 January 2025 | 4,508,410 | -

12.1 At 31 January 2026, investment property amounting to €4,082,048 (2025: €4,508,410) was subject to a special hypothec to secure banking facilities availed by the Group.
12.2 Investment property consists of land situated in Burmarrad, properties held for development purposes, garages, commercial and residential buildings in Burmarrad and a restaurant in Nadur. No amounts were included within the carrying amount as at 31 January 2026 as investment property under construction throughout the year (2025: € 972,675). The Group has not entered into any contractual obligations to purchase, construct, or develop investment property, nor has it entered into any contractual obligations for repairs, maintenance, or enhancements of investment property. Rental income of €56,944 (2025: €40,848) has been included within other revenue on the Consolidated Statement of Comprehensive Income as disclosed in note 10.
12.3 Investment property is revalued by professionally qualified independent architects or surveyors on the basis of assessments of the fair value of the property in accordance with international valuations standards and professional practice. In the periods where a valuation is not obtained, management verifies all major inputs to the independent valuation report, assesses any property valuation movements when compared to the prior period valuation reports and holds discussions with the independent valuer, as necessary. The fair value of the Group’s investment property as at 31 January 2026 amounted to €4,082,048 (2025: €4,508,410). The Group recorded a fair value gain related to these properties amounting to €466,114 for the year ended 31 January 2026 (2025: €335,000). There has been no change to the valuation technique during the year.
12.4 In estimating the fair value of the properties, the highest and best use of the properties is their current use.
12.5 The Group’s property has been determined to fall within level 3 of the fair valuation hierarchy as defined in note 3.3.1.
12.6 Rental income derived from investment property is disclosed in note 10. There were no direct operating expenses incurred in the generation of this rental income.
Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
35
12 Investment property (continued)
12.7 The table below includes further information about the Group’s level 3 fair value measurements.

As at 31 January 2026 | Significant observable input | Narrative sensitivity
Commercial property, including restaurant | Estimated sales value of €3,500 to €4,500 per square metre (2025: €2,000 per square metre) | The higher the sales price per square metre, the higher the fair value
Garages and storage | Estimated sales value ranging from €1,650 to €3,500 per square metre (2025: €1,500 to €2,800 per square metre) | The higher the sales price per square metre, the higher the fair value
Residential property | Estimated sales value ranging from €3,300 to €3,500 per square metre (2025: €2,000 to €2,300 per square metre) | The higher the sales price per square metre, the higher the fair value
Agricultural land | Estimated sales value of €50 per square metre (2025: €50 per square metre) | The higher the sales price per square metre, the higher the fair value

Judgement is exercised to estimate the sales price, which is a significant input used to determine the fair value of the investment property. Comparable sales of similar properties in the vicinity are considered as a basis for this estimate. A change of €1 per square meter in the fair value of investment property is estimated to impact the Group’s profit before tax by approximately €3,258 (2025: €3,762), based on the current level of investment property holdings.
13 Investments in subsidiaries

| Total
| €
Cost |
At 31 January 2026 | 3,662,400
At 31 January 2025 | 3,662,400

13.1 The registered office of the subsidiaries is Marjo, Burmarrad Road, Burmarrad, San Pawl il-Bahar, SPB 9060, Malta. The aggregate amount of capital and reserves and the results of the subsidiaries for the year ended 31 January 2026 and 2025 are as follows:

31 January 2026 | Capital and reserves | Profit for the year
| € | €
Burmarrad Group Properties Limited | 4,194,989 | 246,455
Burmarrad Group Fleets Limited | 1,137,203 | 511,778
| 5,332,192 | 758,233

31 January 2025 | Capital and reserves | Profit for the year
| € | €
Burmarrad Group Properties Limited | 3,948,534 | 292,364
Burmarrad Group Fleets Limited | 625,425 | 626,585
| 4,573,959 | 918,949

Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
36
13 Investments in subsidiaries (continued)

| Proportion of ownership of interest
Burmarrad Group Properties Limited | 100%
Burmarrad Group Fleets Limited | 100%

Burmarrad Group Fleets Limited holds legal ownership of vehicles and vehicle-related fixed assets which are leased to commonly controlled operating companies within the Burmarrad Group.
Burmarrad Group Properties Limited is the owner of several immovable properties. These properties are either held for development and capital appreciation or for the generation of rental income.
As at 31 January 2026 and 2025, management assessed that there are no indicators that investments in subsidiaries are impaired.
14 Equity accounted investee
14.1 The carrying value of the investment in associates for the years ended 31 January are as follows:

| Group | Company
| € | €
At 1 February 2024 | 15,607,892 | 15,600,000
Share of results | 201,750 | -
At 31 January 2025 | 15,809,642 | 15,600,000
Share of results | 664,889 | -
Adjustment of profit from prior year | 94,973 | -
Loss of dilution of percentage of ownership | (9,201) | -
At 31 January 2026 | 16,560,303 | 15,600,000

14.2 On 19 January 2024, the Group acquired 19.31% interest in BBT p.l.c., the registered address of which is The Watercourse Zone 2, Central Business District, Mdina Road, Birkirkara, Malta. BBT p.l.c. was established jointly with other third parties for the purposes of acquiring, developing, and managing commercial real estate assets. The Group has accounted for its interest in BBT p.l.c. at the fair value of the consideration transferred at inception.
During the year, following an issue of shares by BBT p.l.c. to other shareholders, the Group’s equity interest was diluted from 19.31% to 17.21%. Despite the dilution, the Group continues to exercise significant influence over BBT p.l.c. through its representation on the board of directors.
The Group has the right to appoint one of the three directors of the board of BBT p.l.c and is therefore deemed to have significant influence over the investee. As a result, the investment was classified as an associate upon acquisition.
During the year, the Group recognised a positive adjustment of €94,973 (2025: €Nil) to its investment in BBT p.l.c. This increase arose following the finalisation of the audited financial statements of BBT p.l.c. for the year ended 31 December 2024, which indicated a higher share of net assets than previously recognised based on unaudited financial information.
BBT p.l.c has a financial year end of 31 December, which differs from the Group’s financial year end of 31 January. In preparing these consolidated financial statements, the Group used adjusted unaudited financial information of BBT p.l.c. for the year ended 31 December 2025. No adjustments were made for the different year end as management assessed that the effect of any transactions
Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
37
14 Equity accounted investee (continued)
14.2 or events during this period was not significant to the Group’s financial position or performance. At the time of approval of these consolidated financial statements, the Group had been informed that the unaudited financial information of BBT p.l.c. remained subject to change, as BBT p.l.c. was still finalising the accounting treatment for a significant transaction that took place close to year end. Due to the limited information available to us in respect of this particular transaction, management was unable to fully assess its potential impact and has prudently not taken any potential additional uplift. Accordingly, the adjusted financial information of BBT p.l.c. presented below, and the Group’s share of results and net assets of BBT p.l.c., may differ materially once audited financial information becomes available. The table below sets out the financial information of BBT p.l.c., as adjusted, available at the date of approval of these financial statements.
Financial Information of BBT p.l.c.
The following table summarises the latest available financial information of BBT p.l.c. as at 31 December 2025, including the audited comparatives:

| Unaudited | Audited
| 31.12.2025 | 31.12.2024
| € | €
Non-current assets | 168,361,764 | 97,305,874
Current assets | 21,315,382 | 17,315,332
Non-current liabilities | (75,231,923) | (6,486,664)
Current liabilities | (21,403,706) | (32,197,027)
Non-controlling interest | (2,678,975) | -
Equity attributable to Group | 90,362,542 | 75,937,515
Group’s share in equity – 17.21% (2025: 19.31%) | 15,551,393 | 14,663,534
Goodwill | 1,222,650 | 1,222,650
Other movements | (213,740) | (76,542)
Group’s carrying amount of the investment | 16,560,303 | 15,809,642
Revenue | 5,607,399 | 3,999,601
Profit for the year | 3,461,178 | 1,536,631
Group’s share of total comprehensive income for the year – 17.21% (2025: 19.31%) | 664,889 | 296,723

The goodwill is attributable to the synergies expected to be achieved through the collaboration with the other shareholders which will enable BBT Plc to carry out a number of significant projects in Malta. The value of the investment on initial recognition was derived from the fair value of the property which was previously transferred by the related party to the equity accounted investee.
15 Finance lease receivables

| Group | Group
| 2026 | 2025
| € | €
Non-current |  |
Finance lease receivable | 3,056,712 | 1,682,271
Current |  |
Finance lease receivable | 213,450 | 201,400

Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
38
15 Finance lease receivables (continued)
The Group entered into finance leasing arrangements as a lessor for commercial vehicles, rental vehicles and other fixed assets to entities under common control. The vehicles and other fixed assets are necessary for the operation of the vehicle rental operations of such entities. The average term of finance leases entered into ranges from 5 to 12 years. Some of these lease contracts include extension or early termination options.
During the year, additional leases amounting to €1,558,328 were recognised (2025: €1,903,278).
At the end of the reporting period, the respective lessees had outstanding undiscounted lease payments for finance leases, which fall due as follows:

| Group | Group
| 2026 | 2025
| € | €
Amounts receivable under finance leases: |  |
Year 1 | 536,937 | 201,400
Year 2 | 536,937 | 206,269
Year 3 | 538,017 | 211,647
Year 4 | 579,643 | 218,014
Year 5 | 841,823 | 266,859
More than 5 years | 1,837,179 | 2,062,538
Total undiscounted lease payments | 4,870,536 | 3,166,727
Less: unearned finance income | (1,590,084) | (1,283,056)
Net investment in the lease | 3,280,452 | 1,883,671
Loss allowance | (10,290) | -
Net investment in the lease after loss allowance | 3,270,162 | 1,883,671

As at 31 January 2026, finance income on the net investment in the lease amounted to €395,083 (2025: €114,730).
As at 31 January 2026, ECL amounting to €10,290 (2025: €Nil) has been recognised on the finance lease receivable.
16 Financial assets

| Group | Company | Group | Company
| 2026 | 2026 | 2025 | 2025
| € | € | € | €
Non-current |  |  |  |
Amount due from subsidiary (Note 16.2) | - | 11,401,033 | - | 10,879,334
Loan receivable from fellow subsidiary within Burmarrad Group (Note 16.3) | 2,657,885 | 2,657,885 | 3,075,084 | 3,075,084
Financial assets at amortised cost (Note 16.1) | 10,973,913 | - | 11,009,309 | -
| 13,631,798 | 14,058,918 | 14,084,393 | 13,954,418

Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
39
16 Financial assets (continued)

| Group | Company | Group | Company
| 2026 | 2026 | 2025 | 2025
| € | € | € | €
Current |  |  |  |
Amount due from subsidiary (Note 16.2) | - | 3,605,800 | - | 3,605,800
Accrued interest on loan receivable from subsidiary | - | 148,003 | - | 498,428
Accrued interest on loan receivable from fellow subsidiary within Burmarrad Group (Note 16.3) | 62,488 | 62,488 | - | 137,762
Financial assets at amortised cost (Note 16.1) | 3,272,160 | - | 5,743,680 | -
| 3,334,648 | 3,816,291 | 5,743,680 | 4,241,990

16.1 The Group has financing arrangements in place with related parties through the sale and leaseback of commercial vehicles, rental vehicles and other fixed assets. The average term of the financing arrangements ranges from 1 to 11 years, bearing an interest of 10% per annum.
Movement of the financial assets at amortised cost for the years ended 31 January are as follows:

| Group
| 2026
| €
Amortised cost |
At 1.2.2025 | 16,752,989
Additions | 459,534
Interest charged | 1,401,398
Repayment | (4,323,020)
Effect of movement in expected credit loss allowance | (44,828)
At 31.1.2026 | 14,246,073
| 2025
| €
Amortised cost |
At 1.2.2024 | -
Additions | 19,311,517
Interest charged | 1,474,189
Repayment | (4,032,717)
At 31.1.2025 | 16,752,989

During the year, additional leases amounting to €459,534 were recognised (2025: €19,311,517).
During the year, lease amounting to €2,267,935, which is the undiscounted amount, were extended by 1-2 years (2025: nil). In addition, leases amounting to €853,756 were terminated earlier than the end of the contractual lease term (2025: nil).
The interest income recorded on the above financing arrangements is disclosed in Note 8. As at 31 January 2026, ECL amounting to €44,828 (€Nil) has been recognised on the Group’s financial assets at amortised cost.
Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
40
16 Financial assets (continued)
16.2 The Company issued loans amounting to €11,435,734 to its subsidiary, Burmarrad Group Fleets Limited. This loan is unsecured, bears interest at an annual rate of 6.35%, and is repayable not later than 2 May 2034. Furthermore, the Company entered into an assignment agreement for a loan amounting to €3,605,800, which was previously owed by Burmarrad Group Fleets Limited to a fellow subsidiary with the Burmarrad Group. The assigned loan is unsecured, interest free and has no fixed date of repayment.
As at 31 January 2026, a reversal of impairment loss amounting to €19,897 on the Company’s other financial assets at amortised cost was recognized (2025: impairment loss of €89,684).
16.3 The Group issued loans amounting to €4,200,000 to a fellow subsidiary, Burmarrad Commercials Limited. This loan is unsecured, bears interest at an annual rate of 6.35% and is repayable in 2034. A reversal of impairment loss amounting to €35,142 (2025: loss of €85,006) has been recognised on loans receivable from fellow subsidiary within the Burmarrad Group and recognised as impairment losses on financial assets within the consolidated statement of comprehensive income.

| Group | Company
| 2026 | 2026
Amortised cost |  |
At 1.2.2025 | 3,075,084 | 18,196,408
Additions | - | 163,638
Interest charged | 202,842 | 997,309
Repayment of interest | (149,936) | (997,309)
Principal repayment | - | (62,001)
Assignment of balance to fellow subsidiary within the Burmarrad Group | (442,759) | (442,759)
Effect of movement in expected credit loss allowance | 35,142 | 19,923
At 31.1.2026 | 2,720,373 | 17,875,209

| Group | Company
| 2025 | 2025
Amortised cost |  |
At 1.2.2024 | - | -
Additions | 4,200,000 | 19,241,534
Interest charged | 145,947 | 640,868
Repayment of interest | (145,947) | (640,868)
Principal repayment | (1,039,910) | (955,442)
Effect of movement in expected credit loss allowance | (85,006) | (89,684)
At 31.1.2025 | 3,075,084 | 18,196,408

17 Deferred tax
17.1 Deferred tax asset

| Group | Company | Group | Company
| 2026 | 2026 | 2025 | 2025
| € | € | € | €
Opening balance | 18,996 | 18,996 | - | -
Recognised in P&L | (18,996) | (18,996) | 18,996 | 18,996
Closing balance | - | - | 18,996 | 18,996

Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
41
17 Deferred tax (continued)
17.1 Deferred tax asset (continued)
During the year, the Group availed itself of unutilised tax losses that were brought forward from the prior year.
17.2 Deferred tax liability

| Group | Company | Group | Company
| 2026 | 2026 | 2025 | 2025
| € | € | € | €
Opening balance | 216,000 | - | - | -
Recognised in P&L | 37,289 | - | 216,000 | -
Closing balance | 253,289 | - | 216,000 | -

Deferred tax is provided using the liability method for temporary differences arising on movements in the fair value of immovable investment property. Being an owner of investment properties, the calculation of the deferred tax provision for the year ended 31 January 2026 and 2025 is calculated on the taxation rules on capital gains upon a transfer of immovable property implemented through Act XIII of 2015. The rate of income tax applicable is a final withholding tax of 8% on the value of the property.
The deferred tax liability arose due to an increase in the fair value of investment property registered during the year and has been debited to the profit or loss.
18 Assets held for sale
At 31 January 2026, the assets held for sale were stated at the lower of fair value less costs to sell and the carrying amount. Assets held for sale comprised the following assets:

| 2026 | 2025
| € | €
Investment property | 990,341 | -

18.1 On August 2025, management committed to a plan to sell one of its investment properties. The sale is expected to take place by July 2026.
18.2 The valuation technique used in measuring the fair value of the investment property was assessed as per the table below:

As at August 2025 | Significant observable input | Narrative sensitivity
Developed site | Estimated sales value of €2,600 per square metre | The higher the sales price per square metre, the higher the fair value

18.3 The investment property classified as held for sale with a value of €990,341 (2025: €Nil) is subject to a special hypothec in favour of the bank for the funds borrowed (Note 24).
Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
42
19 Trade and other receivables

| Group | Company | Group | Company
| 2026 | 2026 | 2025 | 2025
| € | € | € | €
Amount due from fellow subsidiaries within the Burmarrad Group | 2,337,139 | 150,332 | 850,954 | 102,109
Prepayments | 29,837 | 29,837 | 32,693 | 32,693
Deposit receivable | 2,500 | 2,500 | 2,500 | 2,500
Indirect taxation | - | - | - | 2,579
Other receivables | - | - | 630 | 630
| 2,369,476 | 182,669 | 886,777 | 140,511

The amounts due from the fellow subsidiaries within the Burmarrad Group are unsecured, interest free and repayable on demand.
As at 31 January 2026, the Group recognised a reversal of impairment loss amounting to €23,426 (2025: €23,426 loss) and the Company recognised a reversal of impairment loss of €2,698 (2025: loss of €2,698) on their respective statement of comprehensive income.
20 Cash and cash equivalents
20.1 Cash at bank

| Group | Company | Group | Company
| 2026 | 2026 | 2025 | 2025
| € | € | € | €
Cash at bank | 872,151 | 710,175 | 987,165 | 878,178
Loss allowance at year end | (385) | (189) | (1,270) | (1,130)
Cash at bank | 871,766 | 709,986 | 985,895 | 877,048

As at 31 January 2026, a loss allowance reversal of €885 (2025: loss of €1,270) has been recognised on the Group’s cash and cash equivalents and recognised as income on financial assets within the consolidated statement of comprehensive income.
As at 31 January 2026, a loss allowance reversal of €941 (2025: loss of €1,130) has been recognised on the Company’s cash and cash equivalents and recognised as income on financial assets within the statement of comprehensive income.
20.2 Financing Activities
The following table provides a reconciliation of movements of liabilities to cash flows arising from financial activities as presented in the consolidated statement of cash flow:
Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
43
20 Cash and cash equivalents (continued)
20.2 Financing Activities (continued)

|  | Liabilities - Group
| Note | Bank borrowings | Short-term borrowings | Debt securities issued | Loans due to related parties
Balance at 1 February 2025 |  | 515,800 | 140,234 | 16,442,360 | 2,161,001
Changes from financing cash flows |  |  |  |  |
Payment of interest on debt securities | 22 | - | - | (987,475) | -
Repayment of loan due to related parties | 24 | - | - | - | -
Proceeds from loans and borrowings | 24 | 670,780 | - | - | -
Repayment of bank borrowings | 24 | (90,676) | - | - | -
Payment of interest on bank borrowings |  | (20,568) | - | - | -
Total changes from financing cash flows |  | 559,536 | (140,234) | (987,475) | -
Other liability related changes |  |  |  |  |
Effect of opening accrued interest |  | (3,465) | - | - | -
Changes in financial liabilities | 23 | - | - | - | (530,501)
Assignment of balances | 24 | - | (140,234) | - | -
Interest expense | 9 | 24,033 | - | 972,830 | -
Total liability-related other changes |  | 20,568 | (140,234) | 972,830 | (530,501)
Balance at 31 January 2026 |  | 1,095,904 | - | 16,427,715 | 1,630,500

Liabilities - Company
Note
Short-term borrowings
Debt securities issued
Balance at 1 February 2025
140,234
16,442,360
Changes from financing cash flows
Payment of interest on debt securities
22
-
(987,475)
Total changes from financing cash flows
-
(987,475)
Other liability related changes
Interest expense
9
-
972,830
Assignment of balances
24
(140,234)
-
Total liability-related other changes
(140,234)
972,830
Balance at 31 January 2026
-
16,472,715
Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
44
20 Cash and cash equivalents (continued)
20.2 Financing Activities (continued)

|  | Liabilities - Group
| Note | Bank borrowing s | Short-term borrowings | Debt securities issued | Loans due to related parties
Balance at 1 February 2024 |  | 299,683 | 140,234 | - | -
Changes from financing cash flows |  |  |  |  |
Proceeds from issue of debt securities | 22 | - | - | 16,000,000 | -
Payment of transaction costs relating to debt securities issued | 22 | - | - | (305,441) | -
Proceeds from loans and borrowings | 24 | 216,117 | - | - | -
Total changes from financing cash flows |  | 216,117 | - | 15,694,559 | -
Other liability related changes |  |  |  |  |
Amounts due to fellow subsidiaries within the Burmarrad Group for acquisition of assets subject to financing arrangement | 23 | - | - | - | 2,161,001
Interest expense | 9 | - | - | 747,801 | -
Total liability-related other changes |  | - | - | 747,801 | 2,161,001
Balance at 31 January 2025 |  | 515,800 | 140,234 | 16,442,360 | 2,161,001

Liabilities - Company
Note
Bank borrowings
Short-term borrowings
Debt securities issued
Balance at 1 February 2024
299,683
140,234
-
Changes from financing cash flows
Proceeds from issue of debt securities
22
-
-
16,000,000
Payment of transaction costs relating to debt securities issued
22
-
-
(305,441)
Proceeds from loans and borrowings
24
216,117
-
-
Assignment of loan to subsidiary
24
(515,800)
-
Total changes from financing cash flows
-
140,234
15,694,559
Other liability related changes
Interest expense
9
-
-
747,801
Total liability-related other changes
-
140,234
747,801
Balance at 31 January 2025
-
140,234
16,442,360
Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
45
21 Equity
21.1 Share capital

| Issued Class ‘A’ shares | Issued class ‘B’ shares | Total
| € | € | €
Authorised and fully paid issued share capital | 14,126,999 | 1 | 14,127,000

The holders of Class A Shares have the right to attend and vote in respect of any and all matters at general meetings of the Group. Class A shares entitle the holders to one vote in respect of each share. The holders of the ‘B’ Shares shall have the right to receive notice and to attend at general meetings of the Group but shall not have the right to vote on any matter at such general meetings.
The holders of the ‘A’ shares have the right to receive dividends and to participate in the profits of the Group and in the distribution of assets of the Group upon winding-up. The holders of the ‘B’ Shares shall not have the right to receive dividends or to participate in the profits of the Group or in the distribution of assets of the Group upon winding up, except for a return of capital upon such winding up.
21.2 Other reserve

| Group | Company | Group | Company
| 2026 | 2026 | 2025 | 2025
| € | € | € | €
Other reserve | 1,418,593 | - | 989,768 | -

The other reserve comprises non-distributable earnings arising from fair value adjustments. During the year, a fair value uplift of €466,114 (2025: €335,000) and a deferred tax charge of €37,289 (2025: €216,000) related to these fair value adjustments was transferred to the Other reserve.
22 Debt securities issued

| Group | Company | Group | Company
| 2026 | 2026 | 2025 | 2025
| € | € | € | €
Non-current |  |  |  |
Bonds in issue | 15,746,515 | 15,746,515 | 15,715,927 | 15,715,927
Current |  |  |  |
Bonds in issue – accrued interest | 681,200 | 681,200 | 726,433 | 726,433

On 15 May 2024, the Company has issued by means of a prospectus an aggregate of €16,000,000 5.85% bonds of a face value of €100 per bond payable in full upon subscription and to be redeemed and finally repaid at their face value on 14 May 2034. Such offer has been fully subscribed. During the year, the Group recognized finance costs on debt securities amounting to €972,830 (2025: €747,801).
Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
46
22 Debt securities issued (continued)
The carrying amount in the statement of financial position is gross of interest and net of transaction costs. Transaction costs incurred in connection with the issuance of debt securities amounted €Nil (2025: €305,441). The amortisation of these transaction costs, recognised in the profit and loss statement amounted to €30,588 for the year ended 31 January 2026 (2025: €21,638).
The bonds are secured by the collateral which consist of:
a)the BBT Pledge, namely the first ranking pledge over the 22,680 Ordinary A shares of a nominal value of €1.00 each, fully paid up, in the capital of BBT p.l.c. held by the Issuer (the BBT Pledged Shares); and
b)the BGFL Pledge, namely the first ranking pledge over the 1,200 ordinary shares of a nominal value of €1.00 each, fully paid up, in the capital of Burmarrad Group Fleets Limited, and constituting the totality of the issued share capital of the said Burmarrad Group Fleets Limited, held by the Issuer (the BGFL Pledged Shares).
The bonds are subject to the terms and conditions in the prospectus dated 28 March 2024. The quoted market price as at 31 January 2026 for the debt securities was €102.40 (2025: €105.75).
The debt securities issued by the Company are subject to certain covenants as set out in the prospectus. The Company has complied with all covenant requirements throughout the current and comparative reporting periods. Accordingly, no breaches of covenants have occurred which would trigger early repayment or reclassification of the related liabilities.
23 Loans due to related parties

| Group | Company | Group | Company
| 2026 | 2026 | 2025 | 2025
| € | € | € | €
Amounts due to fellow subsidiaries within the Burmarrad Group | 1,630,500 | - | 2,161,001 | -

The amounts due to the fellow subsidiaries within the Burmarrad Group are unsecured, interest free and repayable on demand.
24 Borrowings

24.1 |  | Group | Company | Group | Company
|  | 2026 | 2026 | 2025 | 2025
|  | € | € | € | €
| Non-current |  |  |  |
| Bank borrowings (Note 24.2) | - | - | 515,800 | -

Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
47
24 Borrowings (continued)

24.1 |  | Group | Company | Group | Company
|  | 2026 | 2026 | 2025 | 2025
|  | € | € | € | €
| Current |  |  |  |
| Bank borrowings (Note 24.2) | 515,800 | - | - | -
| Bank borrowings (Note 24.3) | 580,104 | - | - | -
| Loan from key management personnel | - | - | 140,234 | 140,234
|  | 1,095,904 | - | 140,234 | 140,234

24.2 The bank loan is secured by a first general hypothec over assets owned by one of the subsidiaries included in the consolidated financial statements and disclosed in Note 12, by a special hypothec over the property in respect of which the loan has been taken and by a pledge taken over a contractors’ insurance policy covering the property being hypothecated. The bank loan is repayable by 31 January 2027 and bears interest at 1.35% over the Business Lending Bank Base Rate, resulting in an effective interest rate of 3.5% at the reporting date. During the year ended 31 January 2026, finance costs amounting to €18,304 were recognised in the statement of comprehensive income. In the year ended 31 January 2025, finance costs amounting to €14,650 were capitalised as part of the cost of investment property.
24.3 The Group has in place a revolving credit facility of €2,000,000, of which €670,780 was utilised at the reporting date. Repayment of bank borrowings during the year amounted to €90,676. The facility is repayable on demand and is serviced from underlying contractual cash receipts arising from the Company’s finance arrangements with entities under common control. Interest is charged at 2.7% per annum over the Business Lending Bank Base Rate, calculated on daily debit balances in accordance with recognised banking practice, resulting in an effective interest rate of 4.85% per annum at the reporting date. The facility is secured by joint and several guarantees provided by fellow subsidiaries, together with a first-ranking general hypothec over the Company’s assets and special hypothecary charges over immovable property owned by the Group. As at 31 January 2026, finance cost related to bank borrowings amounted to €5,729 (2025: €Nil).
25 Trade and other payables

| Group | Company | Group | Company
| 2026 | 2026 | 2025 | 2025
| € | € | € | €
Non-current |  |  |  |
Deferred income | 48,296 | - | 72,596 | -

Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
48
25 Trade and other payables (continued)

| Group | Company | Group | Company
| 2026 | 2026 | 2025 | 2025
| € | € | € | €
Current |  |  |  |
Trade payables | 509,615 | 55,036 | 110,368 | 4,219
Amount due to subsidiary | - | - | - | 232,871
Other related parties | - | - | 98,180 | 98,180
Amounts owed to fellow subsidiaries within the Burmarrad Group | 98,705 | - | 910,962 | 76,281
Amounts due to equity holders of the parent | - | - | 588 | -
Accruals | 96,235 | 46,029 | 149,806 | 36,700
Deferred income | 30,152 | - | 30,021 | -
Indirect taxation | 262,135 | 32,206 | 324,601 | -
Other payables | 4,099 | - | 2,488 | 2,488
| 1,000,941 | 133,271 | 1,627,014 | 450,739

25.1 The amounts due to the related parties are unsecured, interest free and repayable on demand.
25.2 Deferred income relates to rental income received in advance.
26 Financial instruments
26.1 Overview
The exposures to risk and the way risks arise, together with the Group’s objectives, policies and processes for managing and measuring these risks are disclosed in more detail below. The objectives, policies and processes for managing financial risks and the methods used to measure such risks are subject to continual improvement and development. These are overseen by the Board of Directors, which is responsible for developing the Group’s financial risk management policies and monitoring compliance with them.
Where applicable, any significant changes in the Group’s exposure to financial risks or the manner in which the Group manages and measures these risks are disclosed below. Where possible, the Group aims to reduce and control risk concentrations. Concentrations of financial risk arise when financial instruments with similar characteristics are influenced in the same way by changes in economic or other factors. The amount of the risk exposure associated with financial instruments sharing similar characteristics is disclosed in more detail in the notes to the financial statements.
26.2 Credit risk
Credit risk refers to the risk that a counterparty will cause a financial loss for the Group by failing to discharge an obligation. Financial assets which potentially subject the Group and the Company to concentrations of credit risk consist principally of receivables, loans, and cash at bank.
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk by type of counterparty together with credit risk rating for the years ended 31 January are as follows:
Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
49
26 Financial instruments (continued)
26.2 Credit risk (continued)

Group | Gross carrying amount | Loss allowance | Net carrying amount
31 January 2026 | € | € | €
Finance lease receivables (Note 15) | 3,280,452 | (10,290) | 3,270,162
Financial asset at amortised cost (Note 16) | 14,290,901 | (44,828) | 14,246,073
Loans receivables (Note 16) | 2,770,237 | (49,864) | 2,720,373
Trade and other receivables (Note 19) | 2,369,476 | - | 2,369,476
Cash at bank (Note 20) | 872,151 | (385) | 871,766
| 23,583,217 | (105,367) | 23,477,850

Company
Gross carrying amount
Loss allowance
Net carrying amount
31 January 2026
€
€
€
Loans receivables (Note 16)
17,944,996
(69,787)
17,875,209
Trade and other receivables (Note 19)
182,669
-
182,669
Cash at bank (Note 20)
710,175
(189)
709,986
18,837,840
(69,976)
18,767,864

Group | Gross carrying amount | Loss allowance | Net carrying amount
31 January 2025 | € | € | €
Finance lease receivables (Note 15) | 1,883,671 | - | 1,883,671
Financial asset at amortised cost (Note 16) | 16,752,989 | - | 16,752,989
Loan due from related parties (Note 16) | 3,160,090 | (85,006) | 3,075,084
Receivables from related parties (Note 19) | 874,380 | (23,426) | 850,954
Other receivables (Note 19) | 3,130 | - | 3,130
Cash at bank (Note 20) | 987,165 | (1,270) | 985,895
| 23,661,425 | (109,702) | 23,551,723

Company
Gross carrying amount
Loss allowance
Net carrying amount
31 January 2025
€
€
€
Loans receivable (Note 16)
18,286,092
(89,684)
18,196,408
Amount due from related parties (Note 19)
104,807
(2,698)
102,109
Other receivables (Note 19)
5,709
-
5,709
Cash at bank (Note 20)
878,178
(1,130)
877,048
19,274,786
(93,512)
19,181,274
The Group considers that its cash and cash equivalents have low credit risk based on the external credit ratings of the counterparties. In assessing whether there has been a significant increase in credit risk, the Group considered financial data made available by the counterparty as well as any known circumstances that could impact the counterparty’s liquidity and net asset position; based on this assessment, no significant increase in credit risk was identified.
Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
50
26 Financial instruments (continued)
26.2 Credit risk (continued)
On the basis of the assessment carried out, the Group considers that the finance lease receivables and financial assets measured at amortised cost are subject to low credit risk. This assessment is supported by the underlying assets, which could be re-possessed by the Group in the event of a counterparty default. The related amounts are not past due, however loss allowance amounting to €55,118 has been recognised on these financial assets for the year ended 31 January 2026 (2025: €Nil).
The creditworthiness of the counterparty to the related party loan receivable has been assessed on the basis of the latest financial data, which resulted in a probability of default of 2.06% (2025: 2.69%) through the general approach to ECL, leading to a loss allowance of €49,864 (2025: €85,006).
The Group’s exposure to credit risk is influenced mainly by the individual characteristic of each customer. The Group’s customer base consists solely of related parties.
The aging period of trade receivables has been assessed and all amounts recorded as trade receivables were not past due as at the reporting date. The Group limits its exposure to credit risk from trade receivables by establishing a maximum payment period of one month. The Group’s impairment of trade receivables for the year ended 31 January 2026 was €Nil (2025: €Nil).
26.3 Liquidity risk
The Group’s exposure to liquidity risk arises from its obligations to meet its financial liabilities, which comprise of debt securities in issue, loans due to related parties, bank borrowings, trade and other payables, amounts due to related parties, and current tax liability (see notes 22, 23, 24 and 25). Prudent liquidity risk management includes maintaining sufficient cash to ensure the availability of an adequate amount of funding to meet the Group’s obligations when they become due.
The Group monitors its liquidity position on an ongoing basis through cash flow forecasting and regular reviews of actual versus projected cash flows to ensure that sufficient funds are available to meet its obligations as they fall due.
The following tables represent the remaining contractual maturities of financial liabilities based on the earliest date on which the Group may be required to pay, including estimated interest payments:

| Financial Liabilities - Group
| Carrying amount | Contractual undiscounted cash flows | Less than one year | Between 1 and 2 years | Between 2 and 5 years | Over 5 Years
As at 31 January 2026 |  |  |  |  |  |
Debt securities | 16,427,715 | 23,488,000 | 936,000 | 936,000 | 2,808,000 | 18,808,000
Loans due to related parties | 1,630,500 | 1,630,500 | 1,630,500 | - | - | -
Bank borrowings | 1,095,904 | 1,167,108 | 1,167,108 | - | - | -
Trade and other payables | 970,789 | 970,789 | 970,789 | - | - | -
Current tax liability | 534,897 | 534,897 | 534,897 | - | - | -
Total non-derivatives | 20,659,805 | 27,791,294 | 5,239,294 | 936,000 | 2,808,000 | 18,808,000

Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
51
26 Financial instruments (continued)
26.3 Liquidity risk (continued)

| Financial Liabilities - Group
| Carrying amount | Contractual undiscounted cash flows | Less than one year | Between 1 and 2 years | Between 2 and 5 years | Over 5 Years
As at 31 January 2025 |  |  |  |  |  |
Debt securities | 16,442,360 | 24,422,433 | 726,433 | 936,000 | 2,080,000 | 20,680,000
Loans due to related parties | 2,161,001 | 2,161,001 | - | - | - | 2,161,001
Bank borrowings | 515,800 | 606,065 | 18,053 | 18,053 | 569,959 | -
Borrowings | 140,234 | 140,234 | 140,234 | - | - | -
Trade and other payables | 1,627,014 | 1,627,014 | 1,627,014 | - | - | -
Current tax liability | 352,724 | 352,724 | 352,724 | - | - | -
Total non-derivatives | 21,239,133 | 29,309,471 | 2,864,458 | 954,053 | 2,649,959 | 22,841,001

Financial Liabilities - Company
Carrying amount
Contractual undiscounted cash flows
Less than one year
Between 1 and 2 years
Between 2 and 5 years
Over 5 Years
As at 31 January 2026
Debt securities
16,427,715
23,488,000
936,000
936,000
2,808,000
18,808,000
Trade and other payables
133,271
133,271
133,271
-
-
-
Total non-derivatives
16,560,986
23,621,271
1,069,271
936,000
2,808,000
18,808,000
As at 31 January 2025
Debt securities
16,442,360
25,416,415
987,287
936,000
2,810,564
20,682,564
Borrowings
140,234
140,234
140,234
-
-
-
Trade and other payables
450,739
450,739
450,739
-
-
-
Total non-derivatives
17,033,333
26,007,388
1,578,260
936,000
2,810,564
20,682,564
26.4 Market risk
Market risk is the risk that changes in market prices, such as interest rates will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. This risk is managed and monitored through regular sensitivity analyses and by closely tracking interest rate movements to assess their potential impact on the Group’s financial position and performance. The Group is not exposed to currency risk as its transactions are carried out in Euro, the functional currency.
Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
52
26 Financial instruments (continued)
26.4 Market risk (continued)
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates.
The Group’s interest-bearing financial instruments are based on a fixed interest rate, except for its borrowings which are subject to variable rates (note 24).
The Group’s interest rate risk is not deemed material since the amounts of finance costs reported during the years ended 31 January 2026 and 2025 are not material and a change in +/-1% of the interest rate will not have a material impact on the Group’s consolidated profit or loss.
26.5 Capital management
The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern and to maximise the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of the items presented within equity in the statement of financial position.
The Group’s directors manage the Group’s capital structure and make adjustments to it, in light of changes in economic conditions. The capital structure is reviewed on an ongoing basis. Based on recommendations of the directors, the Group balances its overall capital structure through the payments of dividends, new share issues as well as the issue of new debt or the redemption of existing debt.
There were no changes in the Group’s approach to capital management during the period. The Group is not subject to externally imposed capital requirements.
26.6 Fair values
At the reporting date, the carrying amounts of financial assets and financial liabilities approximated their fair values.
27 Related parties
27.1 The Company’s parent company is Burmarrad Group Limited, a company registered in Malta, with its registered address at Marjo, Burmarrad Road, Burmarrad, St. Paul’s Bay, SPB 9060.
The ultimate controlling party of the Group is Mr. Mario Gauci Snr.
27.2 Related party transactions
Transactions with related parties during the year were as follows:

| Group | Company | Group | Company
| 2026 | 2026 | 2025 | 2025
| € | € | € | €
Impact on Statement of Comprehensive Income |  |  |  |
Subsidiaries |  |  |  |
Interest charged to | - | 794,467 | - | 498,428
Management fees charge to | - | 116,800 | - | -

Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
53
27 Related parties (continued)
27.2 Related party transactions (continued)

| Group | Company | Group | Company
| 2026 | 2026 | 2025 | 2025
| € | € | € | €
Other related parties |  |  |  |
Interest due on finance lease receivables charged to | 395,083 | - | 114,730 | -
Interest due on financial assets charged to | 1,401,398 | - | 1,474,189 | -
Interest due on other financial assets charged to | 202,842 | 202,842 | 142,440 | 142,440
Management fees charged by | 80,000 | - | 80,000 | -
Impact on Statement of Financial Position |  |  |  |
Subsidiaries |  |  |  |
Loan issued to | - | 163,638 | - | 11,434,734
Interest paid by | - | 997,309 | - | -
Principal repaid by | - | 62,001 | - | -
Assignment of bank borrowings to | - | - | - | (515,800)
Loan assigned from other related parties to | - | - | - | 3,605,800
Other related parties |  |  |  |
Acquisition of assets from | 459,934 | - | - | -
Loan issued to | - | - | - | 4,200,000
Funds advanced by | - | - | 866,667 | -
Advances to | - | - | 24,689,100 | -
Payments on behalf of | - | - | 10,540,541 | -
Net payments made on behalf of the Group by | - | - | 273,751 | -
Management fees charged to | 43,200 | - | - | -
Assignment of balances to | 442,759 | 442,759 |  |
Funds advanced in respect of financial assets at amortised cost by | 4,400,589 | - | 2,536,739 | -
Funds advanced in respect of finance lease receivables by | 1,001,698 | - | 984,070 | -

28 Subsequent events
28.1 On 16 February 2026, the Company was allotted an additional 22,680 shares of BBT plc as a result of BBT plc’s capitalisation of its share premium account. This results in an increase in the number of shares owned in BBT plc by the Company.
Burmarrad Group Assets p.l.c.
Notes to the Financial Statements
For the year ended 31 January 2026
54
28 Subsequent events (continued)
28.2 After the reporting date, BBT plc, in which the Company holds an investment classified as an associate, completed the issuance of €25,000,000 secured bonds with a nominal value of €100 each, bearing interest at 5.4% per annum and redeemable on 9 April 2036.
28.3 In April 2026, the Group entered into a promise of sale agreement to sell one of its investment properties.
28.4 Subsequent to year-end, the Group has made additional drawdowns amounting to €726,867 in relation to its €2,000,000 revolving credit facility.
KPMG 92, Marina Street
Pietà, PTA 9044
Malta
Telephone(+356) 2563 1000
Fax(+356) 2566 1000
Website www.kpmg.com.mt
KPMG, a Maltese civil partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
The firm is registered as a partnership of Certified Public Accountants in terms of the Accountancy Profession Act.
A list of partners and directors of the firm is available at 92, Marina Street, Pietà, PTA9044, Malta.
Independent Auditors’ Report
To the Shareholders of Burmarrad Group Assets p.l.c.
1 Report on the Audit of the Financial Statements
Qualified Opinion
We have audited the financial statements of Burmarrad Group Assets p.l.c. (the “Company”) and of the Group of which the Company is the parent, which comprise the statements of financial position as at 31 January 2026, the statements of profit or loss and other comprehensive income, changes in equity and cash flows for the year then ended, and notes, comprising material accounting policies and other explanatory information.
In our opinion, except for the possible effects of the matter described in the Basis for Qualified Opinion section of our report, the accompanying financial statements:
(a)give a true and fair view of the financial position of the Company and of the Group as at 31 January 2026, and of their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the EU; and
(b)have been properly prepared in accordance with the provisions of the Companies Act, 1995 (Chapter 386, Laws of Malta) (the “Act”).
Basis for Qualified opinion
The Group’s investment in BBT p.l.c., an associate acquired during the comparative year and accounted for by the equity method, is carried at EUR16,560,303 on the consolidated statement of financial position as at 31 January 2026, and Burmarrad Group Assets p.l.c.’s share of BBT p.l.c.’s net income of EUR664,889 is included in Burmarrad Group Assets p.l.c.’s income for the year then ended. We were unable to obtain sufficient appropriate audit evidence about the carrying amount of Burmarrad Group Assets p.l.c.’s investment in BBT p.l.c. as at 31 January 2026 and Burmarrad Group Assets p.l.c.’s share of BBT p.l.c.’s net income for the year because the management of BBT p.l.c. are still in the process of finalizing the accounting of a significant transaction which took place close to year end which could have a material impact on the management accounts presented to date to the management of Burmarrad Group Assets p.l.c.. Consequently, we were unable to determine whether any adjustments to these amounts were necessary.
KPMG 92, Marina Street
Pietà, PTA 9044
Malta
Telephone(+356) 2563 1000
Fax(+356) 2566 1000
Website www.kpmg.com.mt
KPMG, a Maltese civil partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
The firm is registered as a partnership of Certified Public Accountants in terms of the Accountancy Profession Act.
A list of partners and directors of the firm is available at 92, Marina Street, Pietà, PTA9044, Malta.
Independent Auditors’ Report (continued)
To the Shareholders of Burmarrad Group Assets p.l.c.
Basis for Qualified opinion (continued)
We conducted our audit in accordance with International Standards on Auditing (“ISAs”). Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We are independent of the Company and the Group in accordance with the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards) (“IESBA Code”), together with the ethical requirements that are relevant to our audit of the financial statements in accordance with the Accountancy Profession (Code of Ethics for Warrant Holders) Directive issued in terms of the Accountancy Profession Act (Chapter 281, Laws of Malta) (“APA”), and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements (as communicated to the audit committee), and include a description of the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
KPMG 92, Marina Street
Pietà, PTA 9044
Malta
Telephone(+356) 2563 1000
Fax(+356) 2566 1000
Website www.kpmg.com.mt
KPMG, a Maltese civil partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
The firm is registered as a partnership of Certified Public Accountants in terms of the Accountancy Profession Act.
A list of partners and directors of the firm is available at 92, Marina Street, Pietà, PTA9044, Malta.
Independent Auditors’ Report (continued)
To the Shareholders of Burmarrad Group Assets p.l.c.
Key Audit Matters (continued)
Classification and measurement of financing arrangements involving vehicles and other fixed assets of the Group
Accounting policy Note 2.4.1 and Notes 15 and 16 to the financial statements for further disclosures
Finance lease receivable (Group: EUR 3,270,162)
Financial assets at amortised cost (Group: EUR 14,246,073)
The key audit matter
Our response
As at 31 January 2026, the Group continues to hold significant financial assets at amortised cost and finance lease receivables, arising primarily from agreements entered into with entities under common control. These arrangements involve the acquisition of vehicles and other fixed assets by the Group, which are subsequently leased to related entities, including in certain cases the original vendors.
During the year, the Group undertook significant leasing activity involving both new lease arrangements and modifications to existing agreements.
These transactions are material at Group level, with new leases under IFRS 9 of EUR 459,534, early terminations of EUR 853,756, and extensions of EUR 2,267,935. In addition, new leases recognised under IFRS 16 amounted to EUR1,558,328, with no corresponding extensions or early terminations recorded during the year. All amounts disclosed above are presented on an undiscounted basis.
Initial recognition and classification of these new
As part of our procedures, we involved our accounting specialists, where appropriate, to assist in assessing the applicability of the relevant accounting standards to the recognition, classification and measurement of both new lease arrangements and modifications to existing lease arrangements.
In this respect, we evaluated and tested the application by:
•evaluating the executed agreements forming the basis of the Group's conclusions and assessing the appropriateness of the accounting policies adopted by the directors considering the relevant contractual provisions;
•assessing the key judgments in relation to whether there is transfer of control of the assets in question, applied by the finance function in the implementation of the accounting standard requirements of the Group's agreements related to these fixed assets, based on our understanding of the executed agreements and the requirements
KPMG 92, Marina Street
Pietà, PTA 9044
Malta
Telephone(+356) 2563 1000
Fax(+356) 2566 1000
Website www.kpmg.com.mt
KPMG, a Maltese civil partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
The firm is registered as a partnership of Certified Public Accountants in terms of the Accountancy Profession Act.
A list of partners and directors of the firm is available at 92, Marina Street, Pietà, PTA9044, Malta.
Independent Auditors’ Report (continued)
To the Shareholders of Burmarrad Group Assets p.l.c.
Key Audit Matters (continued)
lease arrangements require the application of significant judgement in determining whether the agreements fall within the scope of IFRS 16 Leases, including whether the transactions meet the definition of a sale and leaseback arrangement, or alternatively whether they are appropriately accounted for under IFRS 9 Financial Instruments. This includes directors assessing whether agreements give the right to the Group to acquire control of the underlying assets prior to the assets being passed back to the counterparty. On the other hand, modifications to existing lease arrangements necessitate an assessment of whether changes to contractual terms result in derecognition of existing assets, remeasurement of lease receivables or financial assets or recognition of new arrangements in line with IFRS 16 and IFRS 9. In that regard, our key areas of audit focus were determining whether the transaction was a sale and leaseback per IFRS 16, and if not, whether the resulting measurement principles of IFRS 9 were appropriately applied for new lease agreements and whether modifications to existing lease agreements have been calculated accurately.
Any unreasonable basis used in these judgments, including errors in the application of these judgments could result in a material misstatement in the financial statements.
Given the magnitude and continued significance of these balances, and the complexities over judgements involved, this resulted in this matter being identified as a key audit matter.
of the accounting standard;
•evaluating the terms and key inputs applied by the Group in modifications to existing lease agreements, including performing independent computations to assess whether such modifications have been accurately measured;
•evaluating the integrity of the Group's discounted cash flows model by agreeing key data inputs against underlying records, namely the executed agreements, including how modifications in contractual terms and other changes in cash flows are applied into the model; and
•assessing the adequacy of the related disclosures in the financial statements to evaluate the clarity of those disclosures in communicating to the financial statement user the application of the accounting standard requirements.
Key observations
We have no key observations to report specific to this matter.
KPMG 92, Marina Street
Pietà, PTA 9044
Malta
Telephone(+356) 2563 1000
Fax(+356) 2566 1000
Website www.kpmg.com.mt
KPMG, a Maltese civil partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
The firm is registered as a partnership of Certified Public Accountants in terms of the Accountancy Profession Act.
A list of partners and directors of the firm is available at 92, Marina Street, Pietà, PTA9044, Malta.
Independent Auditors’ Report (continued)
To the Shareholders of Burmarrad Group Assets p.l.c.
Key Audit Matters (continued)
Classification and measurement of investment in associate in the consolidated financial statements of the Group accounted for using the equity method
Accounting policy Note 3.1.3 and Note 14 to the financial statements for further disclosures
Equity accounted investee (Group: EUR 16,560,303)
The key audit matter
Our response
The Group holds a significant investment in an associate, which is accounted for using the equity method. As at 31 January 2026, the carrying amount of the investment in the consolidated financial statement represents a material portion of the Group’s total assets.
The application of the equity method requires the Group to exercise significant judgement in several areas, including:
-assessing whether significant influence exists and continues to exist;
-determining the appropriate share of the associate’s profit or loss; and
-assessing the timeliness, completeness, and reliability of financial information received from the associate, particularly since the Group does not control the underlying records.
These judgments give rise to a risk of material misstatement, particularly where management relies on financial information prepared by the associate and where adjustments may be required to align accounting policies or reporting periods. In addition, determining the existence of significant influence involves qualitative considerations and may not always be clearly evident from ownership percentages alone.
We performed audit procedures designed to address the assessed risks of material misstatement in relation to the classification and measurement of the equity-accounted investee. In this respect, we have carried out procedures by:
•evaluating management’s assessment of significant influence, including reviewing shareholder agreements, voting rights, and board representation;
•assessing the appropriateness of applying the equity method and testing the mathematical accuracy of the Group’s share of the associate’s results;
•assessing the adequacy and outcome of the work performed by the component auditors on the significant areas of the investee’s financial information, including obtaining an understanding of their procedures, reviewing relevant deliverables, and evaluating whether sufficient appropriate audit evidence was obtained to support the Group audit opinion as part of the equity-accounted investee being identified as a significant component.
KPMG 92, Marina Street
Pietà, PTA 9044
Malta
Telephone(+356) 2563 1000
Fax(+356) 2566 1000
Website www.kpmg.com.mt
KPMG, a Maltese civil partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
The firm is registered as a partnership of Certified Public Accountants in terms of the Accountancy Profession Act.
A list of partners and directors of the firm is available at 92, Marina Street, Pietà, PTA9044, Malta.
Independent Auditors’ Report (continued)
To the Shareholders of Burmarrad Group Assets p.l.c.
Key Audit Matters (continued)
Any unreasonable basis used in these judgments, including errors in the application of these judgments could result in a material misstatement in the financial statements.
Given the magnitude of this investment, the level of judgment involved, and the reliance on information outside the Group’s direct control, this area required significant audit attention, thus, considered as a key audit matter.
•reconciling financial information received from the Group to the audited balances of the associate as reported to us by the component auditors.
Key observations
Except for the matter described in the Basis for Qualified Opinion, we have no other key observations to report specific to this matter.
KPMG 92, Marina Street
Pietà, PTA 9044
Malta
Telephone(+356) 2563 1000
Fax(+356) 2566 1000
Website www.kpmg.com.mt
KPMG, a Maltese civil partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
The firm is registered as a partnership of Certified Public Accountants in terms of the Accountancy Profession Act.
A list of partners and directors of the firm is available at 92, Marina Street, Pietà, PTA9044, Malta.
Independent Auditors’ Report (continued)
To the Shareholders of Burmarrad Group Assets p.l.c.
Other information
The directors are responsible for the other information. The other information comprises the (i) Directors, Officer and Other Information Report, (ii) Directors’ Report, and (iii) Statement of Compliance with Code of Principles of Good Corporate Governance , but does not include the financial statements and our auditors’ report thereon.
Our opinion on the financial statements does not cover the other information and , other than in the case of the Directors’ Report, and the Statement of Compliance with Code of Principles of Good Corporate Governance, on which we report separately below in our ‘Report on Other Legal and Regulatory Requirements’, 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, 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, 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.
Responsibilities of the directors for the financial statements
The directors are responsible for the preparation of financial statements that (a) give a true and fair view in accordance with IFRS as adopted by the EU, and (b) are properly prepared in accordance with the provisions of the Act, 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 the 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.
The directors are also responsible for overseeing the financial reporting process.
KPMG 92, Marina Street
Pietà, PTA 9044
Malta
Telephone(+356) 2563 1000
Fax(+356) 2566 1000
Website www.kpmg.com.mt
KPMG, a Maltese civil partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
The firm is registered as a partnership of Certified Public Accountants in terms of the Accountancy Profession Act.
A list of partners and directors of the firm is available at 92, Marina Street, Pietà, PTA9044, Malta.
Independent Auditors’ Report (continued)
To the Shareholders of Burmarrad Group Assets p.l.c.
Auditors’ 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 auditors’ report that includes our opinion. ‘Reasonable assurance’ is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit.
We also:
•Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
•Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s 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.
•Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's 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 auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company and/or the Group to cease to continue as a going concern.
KPMG 92, Marina Street
Pietà, PTA 9044
Malta
Telephone(+356) 2563 1000
Fax(+356) 2566 1000
Website www.kpmg.com.mt
KPMG, a Maltese civil partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
The firm is registered as a partnership of Certified Public Accountants in terms of the Accountancy Profession Act.
A list of partners and directors of the firm is available at 92, Marina Street, Pietà, PTA9044, Malta.
Independent Auditors’ Report (continued)
To the Shareholders of Burmarrad Group Assets p.l.c.
Auditors’ responsibilities for the audit of the financial statements (continued)
•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 financial statements of the Group. 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, actions taken to eliminate threats or safeguards applied.
Auditors’ responsibilities for the audit of the financial statements (continued)
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 period and are therefore the key audit matters. We describe these matters in our auditors’ 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.
KPMG 92, Marina Street
Pietà, PTA 9044
Malta
Telephone(+356) 2563 1000
Fax(+356) 2566 1000
Website www.kpmg.com.mt
KPMG, a Maltese civil partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
The firm is registered as a partnership of Certified Public Accountants in terms of the Accountancy Profession Act.
A list of partners and directors of the firm is available at 92, Marina Street, Pietà, PTA9044, Malta.
Independent Auditors’ Report (continued)
To the Shareholders of Burmarrad Group Assets p.l.c.
2 Report on Other Legal and Regulatory Requirements
Opinion on the Directors’ Report
The directors are responsible for preparing a directors’ report in accordance with the provisions of article 177 of the Act and Rule 5.64 of the Capital Markets Rules issued by the Malta Financial Services Authority (the “Capital Market Rules”), and is to include a statement that the Company is a going concern with supporting assumptions or qualifications as necessary, as required by Rule 5.62 of the Capital Markets Rules .
We are required to consider whether the information given in the directors’ report for the accounting period for which the financial statements are prepared is consistent with those financial statements; and, if we are of the opinion that it is not, we shall state that fact in our report. We have nothing to report in this regard.
Pursuant to article 179(3) of the Act, we are also required to:
•express an opinion on whether the directors’ report has been prepared in accordance with the applicable legal requirements; and
•state whether, in the light of the knowledge and understanding of the entity and its environment obtained in the course of our audit of the financial statements, we have identified material misstatements in the directors’ report, giving an indication of the nature of any such misstatements.
Pursuant to Rule 5.62 of the Capital Markets Rules, we are required to review the directors’ statement in relation to going concern.
In such regards:
•in our opinion, the Directors’ Report has been prepared in accordance with the applicable legal requirements;
•we have not identified material misstatements in the Directors’ Report; and
•we have nothing to report in relation to the statement on going concern.
KPMG 92, Marina Street
Pietà, PTA 9044
Malta
Telephone(+356) 2563 1000
Fax(+356) 2566 1000
Website www.kpmg.com.mt
KPMG, a Maltese civil partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
The firm is registered as a partnership of Certified Public Accountants in terms of the Accountancy Profession Act.
A list of partners and directors of the firm is available at 92, Marina Street, Pietà, PTA9044, Malta.
Independent Auditors’ Report (continued)
To the Shareholders of Burmarrad Group Assets p.l.c.
Report on Corporate Governance Statement of Compliance
Pursuant to Rule 5.94 of the Capital Market Rules, the directors are required to prepare and include in the Company’s Annual Report a Corporate Governance Statement of Compliance explaining the extent to which they have adopted the Code of Principles of Good Corporate Governance set out in Appendix 5.1 to Chapter 5 of the Capital Markets Rules, and the effective measures that they have taken to ensure compliance with those principles. The Corporate Governance Statement of Compliance is to contain at least the information set out in Rule 5.97 of the Capital Markets Rules.
Our responsibility is laid down by Rule 5.98 of the Capital Markets Rules, which requires us to include a report to shareholders on the Corporate Governance Statement of Compliance in the Company’s Annual Report by expressing an opinion as to whether, in light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have identified any material misstatements with respect to the information referred to in Capital Markets Rules 5.97.4 (dealing with the Company’s internal control and risk management systems in relation to the financial reporting process) and 5.97.5 (where a takeover bid applies). Where material misstatements are identified in relation to those requirements, we shall, in addition to our conclusion, provide an indication of the nature of such misstatements. We are also required to assess whether the Corporate Governance Statement of Compliance includes the other information required by Capital Markets Rule 5.97, insofar as it is applicable to the Company.
We are not required to, and we do not, consider whether the directors’ statements on internal control and risk management systems cover all the risks and controls in relation to the financial reporting process or form an opinion on the effectiveness of the Company’s corporate governance procedures or its risk and control procedures, nor on the ability of the Company to continue in operational existence.
In our opinion, in light of our knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements with respect to the information requirements referred to in Capital Markets Rules 5.97.4 and 5.97.5, and the Corporate Governance Statement of Compliance includes the other information required by Capital Markets Rule 5.97.
KPMG 92, Marina Street
Pietà, PTA 9044
Malta
Telephone(+356) 2563 1000
Fax(+356) 2566 1000
Website www.kpmg.com.mt
KPMG, a Maltese civil partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
The firm is registered as a partnership of Certified Public Accountants in terms of the Accountancy Profession Act.
A list of partners and directors of the firm is available at 92, Marina Street, Pietà, PTA9044, Malta.
Independent Auditors’ Report (continued)
To the Shareholders of Burmarrad Group Assets p.l.c.
Matters on which we are required to report by the Act, specific to public-interest entities
Pursuant to article 179B(1) of the Act, we report as under matters not already reported upon in our ‘Report on the Audit of the Financial Statements’:
•we were first appointed as auditors by the shareholders on 5 February 2025 and subsequently reappointed at the Company’s general meetings for each financial period thereafter. The period of total uninterrupted engagement is two years;
•our opinion on our audit of the financial statements is consistent with the additional report to the audit committee required to be issued by the Audit Regulation (as referred to in the Act) ; and
•we have not provided any of the prohibited services as set out in the APA.
Matters on which we are required to report by exception by the Act
Pursuant to articles 179(10) and 179(11) of the Act, insofar as it relates to our audit of the financial statements, consequent to the matter that constituted a scope limitation, as outlined in the section, Basis for Qualified Opinion, in our ‘Report on the Audit of the Financial Statements’, we report as under:
•proper accounting records have not been kept insofar as concerns that matter; and
•solely in relation to that matter, we have not obtained all the information and explanations which, to the best of our knowledge and belief, we require for the purpose of our audit
In addition, we have nothing to report as to whether the financial statements are not in agreement with the accounting records.
KPMG 92, Marina Street
Pietà, PTA 9044
Malta
Telephone(+356) 2563 1000
Fax(+356) 2566 1000
Website www.kpmg.com.mt
KPMG, a Maltese civil partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
The firm is registered as a partnership of Certified Public Accountants in terms of the Accountancy Profession Act.
A list of partners and directors of the firm is available at 92, Marina Street, Pietà, PTA9044, Malta.
Independent Auditors’ Report (continued)
To the Shareholders of Burmarrad Group Assets p.l.c.
Report on compliance of the Annual Report with the requirements of the Commission Delegated Regulation (EU) 2018/815 supplementing Directive 2004/109/EC (the “European Single Electronic Format Regulatory Technical Standard” or “ESEF Regulation”), by reference to Capital Markets Rule 5.55.6 issued by the Malta Financial Services Authority
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, 1979 (Chapter 281, Laws of Malta), the Accountancy Profession (European Single Electronic Format) Assurance Directive, on the Annual Report for the year ended 31 January 2026, prepared in a single electronic reporting format.
Responsibilities of the directors for compliance with the requirements of the ESEF Regulation
As required by Capital Markets Rule 5.56A, the directors are responsible for the preparation of the Annual Report in XHTML format, including the relevant mark-ups, in accordance with the requirements of the ESEF Regulation.
In addition, the directors are responsible for such internal control as they determine is necessary to enable the preparation of the Annual Report that is in compliance with the requirements of the ESEF Regulation.
Auditors’ responsibilities to report on compliance with the requirements of the ESEF Regulation
Our responsibility is to obtain reasonable assurance about whether the Annual Report in XHTML format, including the relevant mark-ups, comply in all material respects with the ESEF Regulation based on the evidence we have obtained. As part of our work, we obtain an understanding of the Company’s controls relevant to the preparation of the Annual Report in compliance with the said requirements, but not for the purpose of expressing an opinion on the effectiveness of the controls in place.
In discharging that responsibility, we:
•obtain an understanding of the entity's financial reporting process, including the preparation of the Annual Report, in accordance with the requirements of the ESEF Regulation;
•perform validations to determine whether the Annual Report has been prepared in accordance with the requirements of the technical specifications of the ESEF Regulation; and
•examine the information in the Annual Report to determine whether all the required mark-ups therein have been applied and whether, in all material respects, they are in accordance with the requirements of the ESEF Regulation.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.
KPMG 92, Marina Street
Pietà, PTA 9044
Malta
Telephone(+356) 2563 1000
Fax(+356) 2566 1000
Website www.kpmg.com.mt
KPMG, a Maltese civil partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
The firm is registered as a partnership of Certified Public Accountants in terms of the Accountancy Profession Act.
A list of partners and directors of the firm is available at 92, Marina Street, Pietà, PTA9044, Malta.
Independent Auditors’ Report (continued)
To the Shareholders of Burmarrad Group Assets p.l.c.
Report on compliance of the Annual Report with the requirements of the Commission Delegated Regulation (EU) 2018/815 supplementing Directive 2004/109/EC (the “European Single Electronic Format Regulatory Technical Standard” or “ESEF Regulation”), by reference to Capital Markets Rule 5.55.6 issued by the Malta Financial Services Authority (continued)
Conclusion
In our opinion, the Annual Report for the year ended 31 January 2026 has been prepared, in all material respects, in accordance with the requirements of the ESEF Regulation, by reference to Capital Markets Rule 5.55.6.
The Principal authorised to sign on behalf of KPMG on the audit resulting in this independent auditors’ report is Thomas Galea.
KPMG 29 May 2026
Registered Auditors