Juel Group PLC - 485100T71HGPIVIIF136

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

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DIRECTORS' REPORT

FOR THE YEAR ENDED 31st DECEMBER 2024

The Directors present their report together with the audited parent Company financial statements and the Group’s consolidated financial statements of Juel Group p.l.c. for the year ended 31st December 2024.

Principal Activities

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

The Group operates across three distinct business segments: property development, property rentals, and hotel operations. The hotel segment commenced operations in November 2024 following the completion of development and pre-opening preparations of the Hyatt Centric, St Julians.

Review of the Business

1.Hyatt Centric

Juel Hospitality Limited commenced operations in November 2024 with the opening of the Hyatt Centric Malta in St. Julian's. The hotel, comprising 170 guest rooms, generated €612,738 in revenue during the reporting period, marking a successful entry into the hospitality sector. The Directors anticipate that, as the hotel continues to establish its presence in the market, it will contribute positively to the Group's revenue streams in the forthcoming periods.

2.Property Development Projects

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

Portoscala in Triq Il-Bahhara

Portoscala consists of twenty-eight (28) residential units spread across five floors within two blocks, complemented by thirty-four (34) garages at basement levels, five (5) stores, and one (1) commercial unit. This development was fully completed in March 2024. As at 31st December 2024, fourteen (14) apartments and twelve (12) garages were contracted. Furthermore, thirteen (13) apartments and seven (7) garages were under a preliminary agreement.

Solea in Triq Il-Hut

This project consists of twenty-five (25) residential units and eighteen (18) lock-up garages. The property was placed on the market upon completion of the finishing works in Q3 of 2024. As at 31st December 2024, twenty (20) apartments and twelve (12) garages were under a preliminary agreement. No contracts of sale were executed during the year.

3.Other Developments

Muscat Holdings (II) Limited does not plan to engage in further direct property development. However, in February 2023, ACMUS Property Development Limited (C104599) (previously named ACMUS Group Limited) was established as a joint venture between The Ona Property Development Ltd (C 82490) and Muscat Holdings (II) Limited holding, the latter holding a 49.99% share, which increased to 50% during 2024.

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

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DIRECTORS' REPORT – continued

Review of the Business – continued

3.Other Developments – continued

ACMUS Property Development Limited focuses on property acquisition and development for resale. As of 31st December 2024, the company was developing four (4) sites—two in Mgarr, one in Mosta and another in St. Julian’s. One of the Mgarr projects has been completed, while the remaining developments are still in the early stages.

4.Property Rentals

In addition to its activities in the property development sector, the Group also held a number of commercial and residential units located across Malta for rental purposes, both on a short-term and a long-term basis.

Bonds in Issue

As of 31st December 2024, the Group had a publicly listed bond in issue, namely the Juel Group plc 5.5% Secured Bonds 2035, which was issued pursuant to a Prospectus dated 6th June 2023 and admitted to trading on the Malta Stock Exchange on 4th July 2023.

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

Notes in Issue

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

Principal Risks and Uncertainty

The Company is dependent on the performance of its subsidiaries.

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

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

The business activities carried out by the Group companies are subject to a number of market, economic and financial risks. A detailed review of these risks is included in Note 2 to the financial statements.

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

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DIRECTORS' REPORT – continued

Events Subsequent To The Reporting Period

Subsequent to the reporting period, the Group decided to proceed with the sale of the properties that were previously operated as short or long-term rental accommodation. This decision aligns with the Group’s strategic objectives to optimize its property portfolio and reallocate capital towards other investment requirements. The necessary steps to initiate the sale process are currently underway.

Results and Dividends

For the year ended 31st December 2024, the Group generated a turnover of €6,600,172 (2023: €749,557), comprising €612,738 (2023: NIL) from hotel operations, €671,534 (2023: €696,257) from property rentals, €5,315,900 (2023: €20,000) from property development.

After accounting for direct costs amounting to €3,827,342 (2023: €411,589), the Group achieved a gross profit of €2,772,830 (2023: €337,968). Administrative expenses for the year stood at €1,441,332 (2023: €249,050) and other income amounting to €1,100,000 in 2023 resulting in an operating profit of €1,331,498 (2023: €1,188,918).

Finance income and finance costs amounted to €65,480 (2023: €60,785) and €190,274 (2023; NIL), respectively. The Group also accounted for a €4,785,897 profit (2023: €3,230,281 profit) from equity-accounted investees leading to a profit before tax of €5,992,601 (2023: € 4,479,984).

Following the deduction of taxation of €492,185 (2023: €137,437), the profit for the year after income tax amounted to €5,500,416 (2023: €4,342,547).

The Directors do not recommend the payment of a dividend.

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

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DIRECTORS' REPORT – continued

Directors and Company Secretary

Directors during the year were:

•Adrian Muscat (Executive Chairman and Executive Director)

•Justin Cutajar (Executive Director – appointed on 08 May 2024)

•Mario Camilleri (Independent Non-Executive Director)

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

•Dennis Gravina (Independent Non-Executive Director)

•Dr Karen Coppini (Company Secretary)

Statement of Directors’ Responsibilities

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

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

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

•Make judgements and estimates that are reasonable and prudent;

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

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

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

The Annual report and consolidated financial statements of Juel Group plc for the year ended 31st December 2024 are made available on the Company’s website (juel.mt). The Directors are responsible for the maintenance and integrity of the financial statements on the website. In view of their responsibility for the controls over and the security of the website, access to information published is available in other countries and jurisdictions, where legislation governing the preparation and dissemination of financial statements may differ from requirements or practice in Malta.

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

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DIRECTORS' REPORT – continued

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

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

Going Concern Statement pursuant to Capital Markets Rule 5.62

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

Company Auditor

TACS Malta Limited have expressed their willingness to continue in office and a resolution proposing their reappointment will be put forward to the members at the next annual general meeting.

Signed on behalf of the Board of Directors on 29th April 2025 by Mr. Adrian Muscat and Mr. Mario Camilleri as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.

Adrian Muscat Mario Camilleri

Director Director

Registered Office:

Hyatt Centric Malta,

Triq Santu Wistin,

San Giljan

SWQ3312

Dated: 29th April 2025

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

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CORPORATE GOVERNANCE - STATEMENT OF COMPLIANCE

Applicable Corporate Governance Code

The Company has designed and implemented a Corporate Governance Code (the ‘Code’) based on the Principles of Good Corporate Governance established by CMR 5.92 to CMR 5.97 of Chapter 5 of the Maltese Capital Markets Rules (‘CMR’) issued by the Malta Financial Services Authority (‘MFSA’) and the Code of Principles of Good Corporate Governance contained in Appendix 5.1 to the said Chapter (the ‘Appendix’). Endorsed by the Board on the 27 April 2023, the Code is intended to provide proper incentives to the Company’s Board and Management to pursue good governance in its day-to-day operations, in the interest of the Company, its Shareholders and Stakeholders.

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

In terms of CMR 5.97.1 the original signed Code is available for inspection by the public at the registered office of the Company.

Composition of Board - CMR 5.97.7

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

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

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

•Mr. Adrian Muscat – Executive Chairman

•Mr. Justin Cutajar – Executive Director

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

•Mr. Mario Camilleri – Independent Non-Executive Director

•Mr. Dennis Gravina – Independent Non-Executive Director

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

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

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CORPORATE GOVERNANCE - STATEMENT OF COMPLIANCE – continued

Composition of Board - continued

In terms of the Company’s Articles of Association an election of directors shall take place every year and all directors, except the managing director, shall retire from office once at least in each three (3) years, but shall be eligible for re-election. In terms of the Article 103.1 of the Articles of Association of the Company any member or number of members who in aggregate holds not less than twenty percent (20%) of the shares having voting rights in the Company shall be entitled to nominate fit and proper persons for the appointment as Directors of the Company.

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

Committees – Audit Committee - CMR 5.97.7

The Composition of the Audit Committee

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

The Audit Committee is presently composed of:

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

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

Mr. Dennis Gravina (Independent Non-Executive Director)

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

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

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

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CORPORATE GOVERNANCE - STATEMENT OF COMPLIANCE – continued

Committees – Audit Committee - CMR 5.97.7 – continued

The Audit Committee is presently composed of: - continued

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

Committees – Evaluation Committee

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

Committees – Remuneration and Nomination Committee

In accordance with Article 7 of the Code, due to its limited operational function the Company has not appointed a Remuneration and/or Nomination Committee.

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

Board and Committee meetings

The Board of Directors met formally on eight (8) occasions whilst the Audit Committee of the Company met formally on seven (7) occasions during the reporting period. In terms of Article 9 of the Code, the Chairman of the Audit Committee is answerable to the Annual General Meeting. The Audit Committee reports directly to the Board. In particular, the Chairman of the Audit Committee is required to report any significant findings and recommendations which the Audit Committee has to the Board after each Audit Committee meeting. The Chief Finance Officer Mrs. Samantha Agius is invited to the Board and Audit Committee meetings to report on the financial operation and results of the Group.

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

Remuneration Statement

In accordance with Article 121 of the Articles of Association of the Company, the maximum aggregate emoluments of all directors in any financial year and any increases thereto shall be such amount as may from time to time be determined by the Company in the General Meeting and any notice convening the General Meeting during which an increase in the maximum amount of such aggregate emoluments shall be proposed, shall contain a reference to that fact. During the period under review, the Non-Executive Directors of the Company received €36,000 (2023 - €28,500) in aggregate for the services rendered during 2024. No part of the remuneration paid to the directors is performance based. None of the Non-Executive Directors, in their capacity as a Director of the Company, is entitled to profit-sharing, share options or pension benefits.

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

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CORPORATE GOVERNANCE - STATEMENT OF COMPLIANCE – continued

Relations with Shareholders and the Market

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

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

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

The Executive team is lead by the Chairman, with the support of the Executive Director and the Chief Finance Officer both of whom were appointed throughout 2024. The executive team acknowledges the importance to maintain high standards of business and financial conduct across the Group’s areas of activities and strives to adopt standard operating procedures and proper reporting lines within it’s management structure.

Sustainability Statement

An assessment of the Non-Financial Reporting Directive (‘NFRD’), Corporate Sustainability Reporting Directive (‘CSRD’) and Article 8 Taxonomy Regulation was carried out by the Company in October 2023 and based on the size categories defined by Article 3 of the Accounting Directive the Group falls within the category of ‘small’ undertaking. According to the CSRD and Article 8 of the Taxonomy Regulation, the Company was subject to mandatory reporting obligations starting from the financial year commencing 01st January 2026 for which the first financial statements will be published in 2027. With the eventual adoption of the package of proposals for simplification of EU rules by the European Commission on the 26th February 2025 (known as the ‘first simplification Omnibus package’) the Company will not be subject to any mandatory sustainability reporting obligations under the CSRD and Article 8 of the Taxonomy Regulation. The Company notes that should it determine to voluntarily publish a sustainability report in the future it will be required to do so based on the voluntary standard for SMEs developed by EFRAG as a delegated act in this regard. The Group has already taken active steps to implement various sustainability measures across its business such as energy efficiency practices in terms of lighting and insulation for its building projects, rainwater harvesting systems and waste segregation during construction in preparation for its timely and effective compliance with CSRD and the Taxonomy Regulation.

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

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

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

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

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CORPORATE GOVERNANCE - STATEMENT OF COMPLIANCE – continued

Adrian Muscat Mario Camilleri

Director Director

Registered Office:

Hyatt Centric Malta,

Triq Santu Wistin,

San Giljan, SWQ3312

Malta

Dated: 29th April 2025

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

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STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31ST DECEMBER 2024

Group

Company

	Notes	2024	2023	2024	2023
		€	€	€	€
Revenue	3	6,600,172	749,557	79,800	33,300
Cost of sales		(3,827,342)	(411,589)	-	-
Gross Profit		2,772,830	337,968	79,800	33,300
Administrative expense		(1,441,332)	(249,050)	(190,132)	(99,677)
Other income	4	-	1,100,000	-	-
Operating profit /(loss)		1,331,498	1,188,918	(110,332)	(66,377)
Finance income	9	65,480	60,785	2,232,374	1,428,299
Finance costs	8	(190,274)	-	(2,115,721)	(1,350,471)
Net finance costs		(124,794)	60,785	116,653	77,828
Share of profit/loss of equity-accounted investees, net of tax	15	4,785,897	3,230,281	4,862,797	3,263,400
Profit before taxation		5,992,601	4,479,984	4,869,118	3,274,851
Income tax expense	10	(492,185)	(137,437)	(10,456)	1,857
Profit for the year		5,500,416	4,342,547	4,858,662	3,276,708
Total Comprehensive income		5,500,416	4,342,547	4,858,662	3,276,708

Earnings per share

0.29

0.26

0.25

0.20

The notes on pages 15 to 46 are an integral part of these financial statements.

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

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STATEMENT OF FINANCIAL POSITION – 31ST DECEMBER 2024

Group

Company

	Notes	2024	2023	2024	2023
		€	€	€	€
ASSETS
Non-Current Assets
Property, plant and equipment	11	50,482,957	27,158,252	-	-
Investment property	12	11,800,000	11,800,000	-	-
Investment in subsidiaries	14	-	-	10,948,390	10,948,390
Investments in associates / joint ventures	15	16,083,514	12,801,515	16,041,034	11,178,238
Other receivables	16	2,578,898	-	35,197,199	24,408,601
Total Non-current assets		80,945,369	51,759,767	62,186,623	46,535,229
Current assets
Deferred tax		6,428	8,565	6,256	6,256
Inventories	17	9,132,537	8,858,284	-	-
Trade and other receivables	18	2,485,272	3,090,435	6,162,889	3,752,422
Cash and cash equivalents	19	2,151,346	9,288,465	965	8,551,345
Total Current assets		13,775,583	21,245,749	6,170,110	12,310,023
Total Assets		94,720,952	73,005,516	68,356,733	58,845,252
EQUITY AND LIABILITIES
Capital Reserves
Share capital	20	19,066,227	19,066,227	19,066,227	19,066,227
Share Premium Account		1,892,355	1,892,355	1,892,355	1,892,355
Retained earnings		9,844,189	4,343,773	8,136,019	3,277,357
Other equity	21	(17,970)	(17,970)	-	-
Total equity		30,784,801	25,284,385	29,094,601	24,235,939
Non-current liabilities
Other loans and borrowings	23	6,639,233	6,887,875	-	-
Other financial liabilities	25	5,556,137	-	-	-
Debt securities in issue	23	36,185,452	32,000,000	36,185,452	32,000,000
Deferred tax liability	13	944,000	944,000	-	-
Total Non-current liabilities		49,324,822	39,831,875	36,185,452	32,000,000
Current liabilities
Other loans and borrowings	23	3,047,495	2,827,886	-	-
Trade and other payables	25	9,842,554	3,004,848	1,150,980	959,736
Other financial liabilities	25	1,669,771	2,019,717	1,917,986	1,645,178
Current tax liabilities		51,509	36,805	7,714	4,399
Total Current liabilities		14,611,329	7,889,256	3,076,680	2,609,313
Total liabilities		63,936,151	47,721,131	39,262,132	34,609,313
Total equity and liabilities		94,720,952	73,005,516	68,356,733	58,845,252

The notes on pages 15 to 46 are integral part of these financial statements.

The financial statements were approved and authorised for issue by the Board of Directors on 29th April 2025. The financial statements were signed on behalf of the Board of Directors by Mr. Adrian Muscat and Mr. Mario Camilleri as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

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STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31ST DECEMBER 2024

	Notes	ShareCapital	OtherEquity	SharePremium	RetainedEarnings	Total
		€	€	€	€	€
Group
Balance at 1st January 2023		10,951,390	(17,970)	-	1,226	10,934,646
Comprehensive income for the year
Profit for the year		-	-	-	4,342,547	4,342,547
Transactions with owners
Increase in share premium		-	-	1,892,355	-	1,892,355
Issue of share capital	20	8,114,837	-	-	-	8,114,837
Balance at 31st December 2023		19,066,227	(17,970)	1,892,355	4,343,773	25,284,385

Balance at 1st January 2024	19,066,227	(17,970)	1,892,355	4,343,773	25,284,385
Comprehensive income for the year
Profit for the year	-	-	-	5,500,416	5,500,416
Balance at 31st December 2024	19,066,227	(17,970)	1,892,355	9,844,189	30,784,801

Company
Balance at 1st January 2023		10,951,390	-	-	649	10,952,039
Comprehensive income for the year
Profit for the year		-	-	-	3,276,708	3,276,708
Transactions with owners
Increase in share premium		-	-	1,892,355	-	1,892,355
Issue of share capital	20	8,114,837	-	-	-	8,114,837
Balance at 31st December 2023		19,066,227	-	1,892,355	3,277,357	24,235,939
Balance at 1st January 2024		19,066,227	-	1,892,355	3,277,357	24,235,939
Comprehensive income for the year
Profit for the year		-	-	-	4,858,662	4,858,662
Balance at 31st December 2024		19,066,227	-	1,892,355	8,136,019	29,094,601

The notes on pages 15 to 46 are an integral part of these financial statements.

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

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STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31ST DECEMBER 2024

Group

Company

	Notes	2024	2023	2024	2023
		€	€	€	€
Cash flows from operating activities
Net profit for the year		5,992,601	4,479,984	4,869,118	3,274,851
Adjustments for:
Depreciation	11	550,888	37,489	-	-
Finance cost	8	190,274	-	2,115,721	1,350,471
Share of profit of equity-accounted investees, net of tax	15	(4,785,897)	(3,230,281)	(4,862,797)	(3,263,400)
Finance income	9	(65,480)	(60,785)	(2,232,374)	(1,428,299)
Revaluation of investment properties	12	-	(1,100,000)	-	-
Net Cash from / (used in) operating activities		1,882,386	126,407	(110,332)	(66,377)
Trade and other receivables	18	610,113	(529,397)	(15,906)	(5,631)
Inventories	17	(274,253)	(2,670,119)	-	-
Trade and other payables	25	6,837,706	1,134,147	191,244	863,137
Cash generated from / (used in) operations		9,055,952	(1,938,962)	65,006	791,129
Finance costs		(190,274)	-	(2,115,721)	(1,350,471)
Income tax	10	(475,344)	(38,990)	(7,141)	(349)
Net cash generated from / (used in) operating activities		8,390,334	(1,977,952)	(2,057,856)	(559,691)
Cash flows from investing activities
Purchase of fixed assets	11	(23,875,593)	(6,067,200)	-	-
Finance income	9	65,480	60,785	2,232,374	1,428,299
Acquisition/Disposal of subsidiary and associate, net of cash acquired		1,503,898	(9,571,234)	-	(7,914,837)
Net cash (used in) / generated from investing activities		(22,306,215)	(15,577,649)	2,232,374	(6,486,538)
Cash flows from financing activities
Proceeds from issue of share capital	20	-	8,114,837	-	8,114,837
Proceeds from share premium		-	1,892,355	-	1,892,355
Repayments of bond advanced facility	24	-	(9,487,843)	-	(9,487,843)
Proceeds from the Bond issue	23	4,185,452	32,000,000	4,185,452	32,000,000
Movement in other financial liabilities		5,556,137	-	-	-
Movement in related parties		(2,933,794)	(2,491,039)	(12,910,350)	(8,923,675)
Repayments of loans & other borrowings	23	(29,033)	(4,348,016)	-	(8,000,000)
Net cash generated from / (used in) financing activities		6,778,762	25,680,294	(8,724,898)	15,595,674
Movement in cash and cash equivalents		(7,137,119)	8,124,693	(8,550,380)	8,549,445
Cash and cash equivalents at beginning of the year		9,288,465	1,163,772	8,551,345	1,900
Cash and cash equivalents at end of the year	19	2,151,346	9,288,465	965	8,551,345

The notes on pages 15 to 46 are an integral part of these financial statements.

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

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NOTES TO THE FINANCIAL STATEMENTS – 31ST DECEMBER 2024

1Summary of material accounting policies

The material accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all periods presented, unless otherwise stated.

1.1Basis of preparation

These financial statements have been prepared in accordance with the requirements of International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU) and with the requirements of the Maltese Companies Act, 1995. The financial statements are prepared under the historical cost convention, except as disclosed in the accounting policies below.

The financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operational existence for the foreseeable future. The Directors have, at the time of approving the financial statements, a reasonable expectation that the Company has adequate resources to continue in operation for at least twelve months from the end of the reporting period. Accordingly, the financial statements do not include any adjustments that would result if the Company were unable to continue as a going concern.

Critical accounting estimates and judgements

The preparation of financial statements in conformity with IFRSs as adopted by the EU requires the use of certain accounting estimates. It also requires the Directors to exercise judgement in the process of applying the Group’s accounting policies. Estimates and judgements are continually evaluated and based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances.

In the opinion of the Directors, the accounting estimates and judgements made in the course of preparing these financial statements are not difficult, subjective or complex to a degree which would warrant their description as critical in terms of the requirements of IAS 1.

Standards, interpretations and amendments to published standards effective in 2024

The Group adopted new standards, amendments and interpretations to existing standards that are mandatory for the Group’s accounting period beginning on 1st January 2024. The adoption of these revisions to the requirements of IFRSs as adopted by the EU did not result in substantial changes to the Group’s accounting policies.

Standards, amendments and interpretations to existing standards that are not yet effective and have not been adopted early by the Group and the Company

At the date of authorisation of these financial statements, certain new standards, and amendments to existing standards have been published by the IASB that are not yet effective, and have not been adopted early by the Group.

Management anticipates that all relevant pronouncements will be adopted in the Group’s accounting policies for the first period beginning after the effective date of the pronouncement. The Group does not expect that new standards, interpretations and amendments will have a material impact on the Group’s financial statements.

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

__________________________________________________________________________________

NOTES TO THE FINANCIAL STATEMENTS – 31ST DECEMBER 2024

1Summary of material accounting policies – continued

1.2Basis of Consolidation

i)Business combinations

The Group accounts for business combinations under the acquisition method when the acquired set of activities and assets meet the definition of a business and control is transferred to the Group. In determining whether a particular set of activities and assets is a business, the Group assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs.

The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognised in profit or loss immediately. Transactions costs are expensed as incurred, except if related to the issue of debt or equity securities. The consideration transferred does not include amounts related to settlement of pre-existing relationships. Such amounts are generally recognised in profit and loss.

Juel Group p.l.c. was formed on 24th January 2022. Other than the Group company, the subsidiaries were already formed and in operation prior to 2022. Consequently, Juel Group p.l.c. entered in a business combination on 28th November 2022, when the holding company issued an allotment of new Ordinary A shares having a nominal value of €1 each, for a consideration of €10,948,390. The shares were issued and allotted for a non-cash consideration that was contributed in respect of the allotment of fully paid ordinary shares, having a nominal value of €1 each, held by the allottee in the subsidiary companies. The value of the non-cash consideration was equivalent to the value of the allotment of the net asset value of the subsidiaries as at 30th September 2022.

ii)Subsidiaries

Subsidiary undertakings, which are those companies in which the Group, directly or indirectly, has an interest of more than one half of the voting rights or otherwise has power to govern the financial and operating policies have been consolidated. Subsidiaries are consolidated from the date on which effective control is transferred to the Group on 22nd December 2022 and are no longer consolidated from the date of disposal. Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. The Group financial statements include the financial statements of the parent Company and all its subsidiaries.

In the Company's financial statements, investments in subsidiaries are accounted for on the basis of the direct equity interest and are stated at cost less any accumulated impairment losses. Dividends from investments are recognised in the Statement of Profit or Loss and Other Comprehensive Income.

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

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NOTES TO THE FINANCIAL STATEMENTS – 31ST DECEMBER 2024

1Summary of material accounting policies – continued

1.2Basis of Consolidation – continued

iii)Interest in equity-accounted investees

The Group’s interest in equity-accounted investees comprise interests in associates.

Associates are those entities in which the Group has significant influence but not control or joint control, over the financial and operating policies.

Interest in associates is accounted for using the equity method. They are initially recognised at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements includes the Group’s share of the profit and loss and OCI of equity-accounted investees, up to the date on which significant control ceases.

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 on impairment.

1.3Segment reporting

The Group determines and presents operating segments based on the information that internally is provided to the Board of Directors, which is the Group’s chief operating decision-maker in accordance with the requirements of IFRS 8 ‘Operating Segments’.

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components, and for which discrete financial information is available. An operating segment’s operating results are reviewed regularly by the Board of Directors to make decisions about resources to be allocated to the segment and to assess its performance executing the function of the chief operating decision-maker.

1.4Foreign currency translation

(a)Functional and presentation currency

Items included in these Financial Statements are measured using the currency of the primary economic environment in which the entity operates (the functional currency). These Financial Statements are presented in Euro, which is the Group’s functional currency and presentation currency.

(b)Transactions and balances

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income. All foreign exchange gains and losses are presented in the income statement within ‘other income’ or ‘other expenses’.

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

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NOTES TO THE FINANCIAL STATEMENTS – 31ST DECEMBER 2024

1Summary of material accounting policies – continued

1.5Financial instruments

i.Recognition and initial measurement

Financial assets are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the Company becomes a party to the contractual provisions of the instrument.

ii.Classification and subsequent measurement

Financial assets - Classification, subsequent measurement and gains and losses

On initial recognition, a financial asset is classified and measured at: amortised cost; FVOCI - debt investment; FVOCI - equity investment; or FVTPL.

Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:

•It is held within a business model whose objective is to hold assets to collect contractual cash flows.

•Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial liabilities - Classification, subsequent measurement and gains and losses

Financial liabilities are classified and measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.

iii.Derecognition

Financial assets

The Group derecognises a financial asset when:

−the contractual rights to the cash flows from the financial asset expire; or

−it transfers the rights to receive the contractual cash flows in a transaction which either:

−substantially all of the risks and rewards of ownership of the financial assets are transferred; or

−the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

The Group enters into transactions whereby it transfers assets recognised in its Statement of Financial Position, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognised.

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

__________________________________________________________________________________

NOTES TO THE FINANCIAL STATEMENTS – 31ST DECEMBER 2024

1Summary of material accounting policies – continued

1.5Financial instruments – continued

iii.Derecognition – continued

Financial liabilities

The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expired. The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value.

On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.

iv.Offsetting

Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.

v.Impairment

Simplified approach model

For trade and other receivables, the Group applies the simplified approach required by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

The expected loss rates are based on the payment profiles of sales over a period of 12 months before 31 December 2024 or after 01 January 2024 respectively and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the liability of the customers to settle the receivable. Receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, among others, the probability of insolvency or significant financial difficulties of any debtor. Impaired debts are derecognised when they are assessed as uncollectible.

1.6Share Capital

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

1.7Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is possible that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made.

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

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NOTES TO THE FINANCIAL STATEMENTS – 31ST DECEMBER 2024

1Summary of material accounting policies – continued

1.8Revenue and cost recognition

Property sales

Sales of property are recognised when the significant risks and rewards of ownership of the property being sold are effectively transferred to the buyer. This is generally considered to occur at the later of the contract of sale and the date when all the Group’s obligations relating to the property are completed and the possession of the property can be transferred in the manner stipulated by the contract of sale. Amounts received in respect of sales that have not yet been recognised in the financial statements, due to the fact that the significant risks and rewards of ownership still rest with the Group, are treated as payments received on account and presented within trade and other payables.

Hospitality

Revenue from hospitality related to revenue from accommodation. Revenue from each operation is recognised one time since the customer benefits as the company is performing: the amount allocated to the performance obligation is recognised over the customer’s stay at the respective hotel.

Other operating income

Other operating income consisting of the following is recognised on an accruals basis:

-Rental income

-Interest

Dividend income

Receivable dividends, when received, are accounted for on a cash basis.

Costs

Costs are recognised when the related goods and services are sold, consumed or allocated, or when their future useful lives cannot be determined.

1.9Borrowing costs

Borrowing costs directly attributable to the acquisition and construction of property are capitalised as part of the cost of the project and are included in its carrying amount. Capitalisation of borrowing costs ceases when substantially all the activities necessary to prepare any distinct part of the project for its sale or intended use is completed. Borrowing costs which are incurred for the purpose of acquiring or constructing qualifying property, plant and equipment or investment property are capitalized as part of its cost. Borrowing costs are capitalized while acquisition or construction is actively underway and cease once the asset is substantially complete, or suspended if the development of the asset is suspended. All other borrowing costs are recognized as an expense in the Statement of Profit or Loss and Other Comprehensive Income in the period as incurred.

1.10Bank borrowings

Subsequent to initial recognition, interest-bearing bank loans are measured at amortised cost using the effective interest method unless the effect of discounting is immaterial. Bank loans are carried at face value due to their market rate of interest.

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

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NOTES TO THE FINANCIAL STATEMENTS – 31ST DECEMBER 2024

1Summary of material accounting policies – continued

1.11Trade and other payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

1.12Other financial liabilities

Other financial liabilities are recognized initially at fair value of proceeds received, net of transaction costs incurred. Other financial liabilities are subsequently measured at amortised cost using the effective interest method unless the effect of discounting is immaterial. Any difference between the proceeds, net of transaction costs, and the settlement or redemption of other borrowings is recognised in the Statement of Profit or Loss and Other Comprehensive Income over the term of the borrowings, unless the interest on such borrowings is capitalised in accordance with the Group’s accounting policy on borrowing costs.

1.13Property, plant and equipment

All property, plant and equipment are initially recorded at cost and subsequently stated at cost less depreciation.

Cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount 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. Expenditure on repairs and maintenance of property, plant and equipment is recognised as an expense when incurred.

Property, plant and equipment are stated at cost or valuation less accumulated depreciation. Depreciation is provided for on the straight-line method to write off cost over the expected useful economic lives of the assets as follows:

	Years
Buildings	50
Computer & Office Equip.	4
Motor Vehicles	5
Furniture, Fittings & Other	10

The assets' residual values and useful lives are reviewed and adjusted if appropriate, at each statement of financial position date.

Gains and losses on disposal of property, plant and equipment are determined by comparing proceeds with the carrying amount, and are taken into account in determining operating profit.

An asset's carrying amount is written down immediately to its recoverable amount if its carrying amount is greater than its estimated recoverable amount.

Land is not depreciated.

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

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NOTES TO THE FINANCIAL STATEMENTS – 31ST DECEMBER 2024

1Summary of material accounting policies – continued

1.14Investment property

Investment property is initially measured at cost and subsequently at fair value with any change therein recognised in profit or loss. After initial recognition, investment property is carried at fair value, representing open market value determined as frequent as the directors deem necessary.

Any gain or loss on disposal of investment property (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) is recognised in profit or loss. When investment property that was previously classified as property, plant and equipment is sold, any related amount included in the revaluation reserve is transferred to retained earnings.

Rental income from investment property is recognised as other revenue on a straight-line basis over the term of the lease. Lease incentives granted are recognised as an integral part of the total rental income, over the term of the lease.

1.15Leases

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

As a Lessor

At inception or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices.

When the Group acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease.

To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

The Group recognises lease payments received under operating leases as income on a straight-line basis over the lease term as part of 'other revenue'.

The Group leases out its investment property to related parties. All leases are classified as operating leases.

As a Lessee

The Group leases out property from related parties. The Group has classified this lease as an operating lease because it does not transfer substantially all of the risk and rewards incidental to the ownership of the asset.

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

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NOTES TO THE FINANCIAL STATEMENTS – 31ST DECEMBER 2024

1Summary of material accounting policies – continued

1.16Inventory – Stock Development Project

One of the objects of the Group is the development of land acquired for development and resale. This development is intended in the main for resale purposes and is accordingly classified in the financial statements as stock. Any elements of a project which are identified for business operation or long-term investment properties are transferred at their carrying amount to property, plant and equipment or investment properties when such identification is made, and the cost thereof can reliably be segregated.

The development is carried at the lower of cost and net realisable value. Cost comprises the purchase cost, net realisable value or the fair value as described in the paragraph above. Cost comprises the purchase cost of acquiring the land together with other costs incurred during its subsequent development, including:

(i)The cost incurred on development works, including demolition, site clearance, excavation, construction, etc., together with the costs of ancillary activities such as site security.

(ii)The cost of various design and other studies conducted in connection with the project, together with all other expenses incurred in connection therewith.

(iii)Any borrowing costs, including imputed interest, attributable to the development phases of the project.

The purchase cost of acquiring the land represents the cash equivalent of the contracted price. This was determined at date of purchase by discounting to present value the future cash outflows comprising the purchase consideration.

Net realisable value is the estimated selling price in the ordinary course of business, less the costs of completion and selling expenses.

1.17Cash and cash equivalents

Cash and cash equivalents as shown in the cashflow statement comprise of cash at bank and in hand and bank deposits. Bank deposits in the prior year included funds held with the Trustee for disbursements to the contractors of the Hotel development.

1.18Taxation

Current and deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited directly to equity, in which case the current tax is also dealt within equity.

The charge/credit for current tax is based on the taxable result for the period. The taxable result for the period differs from the result as reported in profit or loss because it excludes items which are not assessable or disallowed and it further excludes items that are taxable or deductible in other periods. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Provision is made for deferred taxation, using the liability method, in respect of timing differences arising between the tax bases of assets and liabilities and their carrying values for financial reporting purposes. Deferred tax debits are only carried forward in so far as it is probable that future taxable profits will be available against which the tax losses and unabsorbed capital allowances can be utilised.

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

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NOTES TO THE FINANCIAL STATEMENTS – 31ST DECEMBER 2024

1.Summary of material accounting policies – continued

1.19Trade and other receivables

Trade receivables are amounts due from customers for units sold or services performed in the ordinary course of business. If collection is expected in one year or less (or in the nominal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets.

Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of trade and other receivables is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments are considered indicators that the receivable is impaired. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in the income statement within selling and other direct expenses.

When a receivable is uncollectible, it is written off against the allowance account for trade and other receivables. Subsequent recoveries of amounts previously written off are credited against selling and other direct expenses in the income statement.

1.20Borrowings

Borrowings are recognised initially at the fair value of proceeds received, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the end of the reporting period.

1.21Provisions for legal and other claims

Provisions for legal and other claims are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount has been reliably estimated. Provisions are not recognised for future operating losses.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense.

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

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NOTES TO THE FINANCIAL STATEMENTS – 31ST DECEMBER 2024

2Financial risk management

Risks relating to the Company

The Company’s Board of Directors has the responsibility for the establishment and oversight of the Company’s risk management framework. Accordingly, the Company’s Board of Directors provides principles for overall Company risk management, as well as policies covering the risks identified.

Risks relating to the Group

2.1Economic and Financial risks of the Group

i.Risks relating to the financing of the Group’s projects

The Group’s development projects have been part-financed through bank financing with local banks. Future developments will continue to seek financing, with equity maintained at prudent levels. A significant portion of cash flow is used to repay debt obligations. Any increase in debt could affect profitability. Bank debt agreements impose financial covenants that may limit future financing, capital expenditure, or ability to withstand economic downturns. Changes in banks’ risk appetite could affect loan terms, hindering the Group’s ability to secure necessary financing.

ii.Risks relating to rising costs for materials, resources, and utilities

Rising costs of raw materials and resources, due to global supply chain disruptions and/or tariffs, affect both the hospitality and property development sectors. The Group faces risks in delivering projects on time and within budget, and increased costs may be difficult to pass on to customers. Failure to meet project obligations could harm relationships with customers and suppliers, negatively impacting the Group's financial performance.

iii.Risks relating to aversion to travel due to Global Geopolitical event

Recent global geopolitical events may lead to reduced travel due to various factors such as political unrest, tariffs, and higher fuel costs. Such events may deter potential visitors to Malta. The Group's hospitality operations, are exposed to fluctuations in travel demand, influenced by geopolitical situations and economic conditions. Economic instability and geopolitical uncertainty remain risks to the Group's financial performance.

2.2Operational risks of the Group

i.Risks relating to the Franchise Agreement

The Hotel, now open under the “HYATT CENTRIC®” brand, operates under a Franchise Agreement with the Franchisor. Juel Hospitality must meet various conditions, including maintaining brand standards and performance levels. Breaching these conditions could result in penalties or termination of the agreement. If the Franchise Agreement is terminated or not renewed, the Group could lose the benefits of the brand’s reputation, negatively impacting profitability.

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

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NOTES TO THE FINANCIAL STATEMENTS – 31ST DECEMBER 2024

2Financial risk management – continued

2.2Operational risks of the Group - continued

ii.Risks relating to the loss of senior management and other key personnel

The Group's growth is driven by its executive directors and key personnel, including senior management and project teams. Loss of any of these individuals, especially to competitors, could impact the Group’s ability to manage and grow the business, potentially affecting its financial performance.

iii.Risks relating to competing projects

The local hospitality industry is highly competitive given the variety of temporary accommodation available on the market. Accordingly, the Hotel may compete with local hotels and facilities offering various types of lodging options and related services to the public. Although the Hotel gives a level of comfort through Hyatt Brand loyalty, there can be no assurances that the Hotel will not be effected by competition and hotel bed supply amongst other factors.

iv.Risks relating to changes in consumer preferences and demand

The Group’s success depends on meeting consumer demand, which is influenced by trends, economic conditions, and brand reputation. In the property and hospitality sectors, failure to adapt to changing preferences could lead to reduced revenue and negatively affect the Group’s financial performance.

v.Risks relating to the Group’s insurance policies

There is no guarantee that the Group’s insurance coverage will be sufficient for all potential losses or available at acceptable rates. Changes in laws or regulations, as well as actions by employees, contractors, or third parties, may impact the Group’s ability to make successful insurance claims.

2.3Risks specific to the property sector

The Group’s operations in property acquisition, development, and management are subject to specific risks inherent in these market segments. The key risks include:

i.Property development and construction risks

The Group is exposed to potential delays, cost overruns, and resource constraints, including risks related to obtaining necessary permits and government-imposed restrictions. These factors may adversely impact project timelines and financial performance.

ii.Risks relating to property sales

The Group faces risks in selling or renting properties, particularly in relation to market conditions, local economic factors, and regulatory changes. There is no assurance that future property sales will be made at profitable prices or in line with prior valuations, potentially affecting the Group’s revenue and cash flow.

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

__________________________________________________________________________________

NOTES TO THE FINANCIAL STATEMENTS – 31ST DECEMBER 2024

2Financial risk management – continued

2.3Risks specific to the property sector – continued

iii.Third-party engagement risks

The Group relies on third-party contractors for construction and development activities. Any failure of these parties to meet their obligations could result in delays or increased costs, negatively impacting the completion of key projects and the Group’s financial performance.

iv.Property valuation risks

The Group’s property assets are valued by independent experts. However, property valuations are inherently subjective and depend on market conditions and assumptions at a given time. As a result, actual market values may differ from estimated valuations, which could impact the Group’s financial position and results of operations.

2.4Risks specific to the hospitality and tourism industry

The hospitality and tourism industry are influenced by various factors that could impact the Group’s operations and revenue, including:

•Changes in travel patterns, seasonal variations, availability of flights to Malta and consumer preferences regarding price, quality, location, and hospitality offerings.

•Disruptions in Malta-bound air or sea travel, increased taxes, surcharges, or travel restrictions imposed by authorities.

•Alterations in laws and regulations affecting hotel management, employment, health and safety, alcohol licensing, environmental standards, and zoning, along with the associated compliance costs.

•Maintenance of required licenses and authorisations to operate hospitality establishments.

•Risks from terrorism, transportation disruptions (such as airline strikes and border closures), civil unrest, extreme weather, natural disasters, health crises, or other factors affecting travel patterns and reducing tourism.

•Heightened competition from alternative accommodation providers, such as private rentals through online platforms and other hospitality models like bed and breakfasts, room-sharing, and short-term lets at competitive prices.

Any of these factors, or a combination of them, could negatively impact room rates, occupancy levels at the Hotel, potentially reducing income from the Group’s hospitality segment. This could have a material adverse effect on the Group’s business, financial condition, and results of operations, including its ability to meet financial obligations in a timely manner.

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

__________________________________________________________________________________

NOTES TO THE FINANCIAL STATEMENTS – 31ST DECEMBER 2024

2Financial risk management – continued

2.5Other Group Risks

i.Risks relating to the regulatory environment in which the Group operates

The Group’s operations in construction, development, and hospitality are subject to a broad range of regulations, including environmental, property, health and safety, and consumer laws. These regulations are constantly evolving, and changes may expose the Group to liabilities or compliance risks, including fines, penalties, or the revocation of permits. Environmental risks, such as hazardous materials on properties, could also lead to third-party claims, significantly impacting the Group’s financial condition and operations. Failure to comply with regulations could damage the Group’s reputation, result in business losses, and affect its competitive position.

ii.Risks relating to personal data protection and privacy laws

The Group processes personal data as part of its operations and is subject to local and EU data protection regulations. Non-compliance could lead to substantial penalties, additional costs, and operational changes. There is also a risk of unauthorized access or disclosure of personal data, which could harm the Group’s reputation, cause loss of consumer trust, and result in legal and financial consequences. These risks could negatively impact the Group’s business and financial performance.

iii.Risks relating to Information Technology

In view of the increasing reliance on digital systems, the Group remains exposed to cybersecurity risks, including potential data breaches, ransomware attacks, and other malicious cyber threats. To mitigate these risks, the Group continues to invest in robust IT security measures and regularly reviews its systems and protocols to ensure resilience and compliance with applicable regulations.

2.6Risks relating to the failure to implement environmental, social and governance considerations in the Group’s business model

There is increasing pressure on companies to incorporate sustainability risks and ESG factors into their operations and decision-making. As global focus on ESG rises, the Group's business model will face greater scrutiny from investors, regulators, and the public.

The Group operates in property development, rental, and hospitality, with ESG considerations including energy efficiency, waste management, renewable energy use, and worker welfare. Risks from climate change, such as severe weather events and regulatory changes, could impact the Group’s operations, financial performance, and long-term prospects.

Governance risks, such as inadequate management or compliance, could affect the Group’s income, reputation, and operations. Failing to adopt sustainable practices could damage the Group’s public image, relationships with stakeholders, and overall business performance.

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

__________________________________________________________________________________

NOTES TO THE FINANCIAL STATEMENTS – 31ST DECEMBER 2024

2Financial risk management – continued

2.7Financial risk factors

i.Liquidity risk

The Group is exposed to liquidity risk in relation to meeting future obligations associated with its financial liabilities, which comprise principally trade and other payables and borrowings. Prudent liquidity risk management includes maintaining sufficient cash to ensure the availability of an adequate amount of funding to meet the Group’s financial obligations and to safeguard the Company’s ability to continue as a going concern, in particular to complete the Group’s projects in a timely manner.

The Group regularly requires further funding to finish its ongoing projects and investments in new ones. The funding should be available from a mix of own Reserves, bank finance and/or capital markets and creditors. There is no certainty that the Group will be able to obtain the full capital it requires, and this may effect the ability of the Group to deliver these projects.

Notwithstanding these challenges, the Group has ample experience in the industry and has always managed to obtain the appropriate funding and completed projects within pre-determined time-frames.

Maturity analysis

The following table analyses the Group’s borrowings, lease liabilities and deposits arising under operating leases classified as other payables into relevant maturity groupings based on the remaining period from the end of the reporting period to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

	CARRYING AMOUNT	LESS THAN 1 YEAR	BETWEEN 1 AND 2 YEARS	BETWEEN 2 AND 5 YEARS	AFTER 5 YEARS	TOTAL CONTRACTUAL CASH FLOWS
	€	€	€	€	€	€
31st December 2024
Bank loans	7,686,728	3,031,219	2,609,170	2,609,170	-	8,249,559
Debt securities	31,181,323	-	-	-	51,360,000	51,360,000
Notes	5,000,000	-	-	6,625,000	-	6,625,000
Trade and other payables	14,397,712	8,207,899	4,479,252	1,710,561	-	14,397,712
Third Party Loans	2,000,000	190,000	237,000	885,000	883,000	2,195,000

	CARRYING AMOUNT	LESS THAN 1 YEAR	BETWEEN 1 AND 2 YEARS	BETWEEN 2 AND 5 YEARS	AFTER 5 YEARS	TOTAL CONTRACTUAL CASH FLOWS
	€	€	€	€	€	€
31st December 2023
Bank loans	9,715,761	3,002,217	2,345,934	1,200,000	5,356,849	11,905,000
Debt securities	32,000,000	-	-	-	49,600,000	49,600,000
Trade and other payables	5,024,565	5,024,565	-	-	-	5,024,565

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

__________________________________________________________________________________

NOTES TO THE FINANCIAL STATEMENTS – 31ST DECEMBER 2024

2Financial risk management – continued

2.7Financial risk factors - continued

ii.Capital risk management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern; to maximise the return to stakeholders through the optimisation of the debt and equity balance; and to comply with the requirements of the Prospectus issued in relation to the 5.5% Secured Bonds 2035 and the 6.5% Unsecured Notes 2027-2029.

The capital structure consists of items presented within equity in the Statement of Financial Position. The Group monitors the level of debt against total capital on an ongoing basis.

iii.Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument leading to a financial loss.

The Group is not significantly exposed to credit risk arising in the course of its principal activity relating to the sale of residential units in view of the way promise of sale agreements are handled through, in the majority of cases, receipt of payments on account at established milestones up to delivery. The Group monitors the performance of the purchases throughout the term of the related agreement in relation to meeting contractual obligations and ensures that contract amounts are fully settled prior to delivery of the residential unit.

Credit risk relating to the hospitality is considered low, due to the nature of the business.

Credit risk mainly arises from cash and cash equivalents. Credit risk relating to financial assets is addressed through careful selection of the issuers of securities bought by the Company. All such transactions were authorised by the Company’s Trustee of the 5.5% Secured Bonds 2035.

Furthermore, the Group manages its credit risk exposure in relation to receivables from fellow companies in an active manner, at arm’s length and with accrued interest charges thereon with the exception of ACMUS Property Development Limited (previously name ACMUS Group Limited) where interest is not charged on its payables to Muscat Holdings (II) Limited and/or share of profits on project completion thereon. The Board retains direct responsibility for monitoring the investments made by the fellow companies. The Board considers these receivables to be fully performing and recoverable.

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

__________________________________________________________________________________

NOTES TO THE FINANCIAL STATEMENTS – 31ST DECEMBER 2024

3Revenue

Revenue is made up as follows:

	Group		Company
	2024	2023	2024	2023
	€	€	€	€
Other revenue	-	33,300	79,800	33,300
Revenue from hotel accommodation	612,738	-	-	-
Revenue from property held for development and resale	5,315,900	20,000	-	-
Revenue from property rentals	671,534	696,257	-	-
	6,600,172	749,557	79,800	33,300

The Group operates through three distinct business segments: property development, property rentals, and hotel operations. In 2024, the Group generated revenue from the three segments. The revenue for 2023 mainly emanated from revenue from property rentals.

4Other Income

	Group		Company
	2024	2023	2024	2023
	€	€	€	€
Increase in fair value of investment property	-	1,100,000	-	-
	-	1,100,000	-	-

5Operating profit / (loss)

Operating profit / (loss) for the year is stated after charging:

	Group		Company
	2024	2023	2024	2023
	€	€	€	€
Directors’ fees (Note 7)	83,423	104,500	36,000	28,500
Employment costs (Note 6)	376,307	177,359	18,723	10,180
Cost of Sales	3,827,342	411,589	-	-
Depreciation (Note 11)	550,888	37,489	-	-
Audit fees – Annual statutory audit	26,267	19,792	12,617	10,692
Other Assurance services - ESEF	7,316	7,316	7,316	7,316

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

__________________________________________________________________________________

NOTES TO THE FINANCIAL STATEMENTS – 31ST DECEMBER 2024

6Employees

	Group		Company
	2024	2023	2024	2023
	€	€	€	€
Employment costs comprise:
Wages and salaries - administration	145,892	10,180	18,723	10,180
Wages and salaries – allocated to cost of sales	213,678	160,306	-	-
Social security costs – allocated to cost of sales	7,506	-	-	-
Social security costs – administration	9,231	6,873	-	-
	376,307	177,359	18,723	10,180

	Group		Company
	2024	2023	2024	2023
The average weekly number of persons employed by the Group during the year	17	10	4	-

Average number of full-time equivalent employees during the year was as follows:

	Group
	2024	2023
Direct	14	8
Administration	3	2
	17	10

7Directors’ emoluments

	Group		Company
	2024	2023	2024	2023
	€	€	€	€
Directors’ salary – allocated to cost of sales	45,371	71,000	-	-
Directors’ Remuneration	38,052	33,500	36,000	28,500
	83,423	104,500	36,000	28,500

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

__________________________________________________________________________________

NOTES TO THE FINANCIAL STATEMENTS – 31ST DECEMBER 2024

8Finance costs

	Group		Company
	2024	2023	2024	2023
	€	€	€	€
Finance costs
Finance costs incurred during the year	2,305,485	1,350,933	2,115,721	1,350,471
Amortised costs during the year	126,468
Finance costs recharged to related parties	(2,241,679)	(1,350,933)	-	-
	190,274	-	2,115,721	1,350,471
Finance costs allocated to cost of sales
At 1st January	371,745	122,441	-	-
Interest capitalised during the year	254,092	252,304	-	-
At 31st December	(625,837)	(371,745)	-	-
Charge of capitalised interest for the year	-	3,000	-	-

9Finance income

	Group		Company
	2024	2023	2024	2023
	€	€	€	€
Interest from Maltese banks	1	9	-	-
Interest receivable from related parties	-	-	-	459,489
Interest receivable from investments	65,479	60,776	54,955	29,325
Bond interest recharged to subsidiaries	-	-	2,177,419	939,485
	65,480	60,785	2,232,374	1,428,299

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

__________________________________________________________________________________

NOTES TO THE FINANCIAL STATEMENTS – 31ST DECEMBER 2024

10Tax expense

The parent Company and Group’s income tax charge for the year has been arrived at as follows:

	Group		Company
	2024	2023	2024	2023
	€	€	€	€
Income tax expense
Income tax on taxable income at 15%	9,822	5,521	8,243	4,399
Income tax subject to final tax of 8% on sales of immovable property	415,810	1,600	-	-
Income tax subject to 35%	64,416	48,534	2,213	-
Deferred tax	2,137	81,782	-	(6,256)
Tax charge	492,185	137,437	10,456	(1,857)

The accounting profits and the tax charge for the year are reconciled as shown hereunder:

	Group		Company
	2024	2023	2024	2023
	€	€	€	€
Net profit / (loss) for the year	5,992,601	1,247,204	4,869,118	11,451
Income tax thereon at 35%	2,097,410	436,521	1,704,191	4,008
Capital allowances not reflected by way of depreciation	-	69	-	-
Difference arising from interest received	(2,105)	(7,362)	-	(5,865)
Difference resulting from different tax rates on bank interest received	-	1	-	-
Expenses disallowed for tax purposes	61,222	6,675	8,243	-
Difference arising on income subject to withholding tax on sales of immovable property	(319,007)	906	-	-
Further allowances on rental income	(10,668)	(10,464)	-	-
Unabsorbed tax losses and capital allowances	340,397	7,216	-	-
Difference arising on revaluation of property	-	(297,000)	-	-
Diminution of investments	(1,675,064)	875	(1,701,979)	-
	492,185	137,437	10,456	(1,857)

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

__________________________________________________________________________________

NOTES TO THE FINANCIAL STATEMENTS – 31ST DECEMBER 2024

11Property, plant and equipment

Group 2023	Land & Buildings	Computer &equipment	Motorvehicles	Furniture &Fittings	Total
	€	€	€	€	€
Cost
At 1st January 2023	20,880,753	16,836	19,600	289,086	21,206,275
Additions during the year	6,063,714	3,124	-	352	6,067,190
At 31st December 2023	26,944,467	19,960	19,600	289,438	27,273,465
Depreciation
At 1st January 2023	-	6,909	11,760	59,055	77,724
Charge for the year	-	4,625	3,920	28,944	37,489
At 31st December 2023	-	11,534	15,680	87,999	115,213
Net book value
At 31st December 2023	26,944,467	8,426	3,920	201,439	27,158,252
At 31st December 2022	20,880,753	9,927	7,840	230,031	21,128,551

Group 2024	Land & Buildings	Computer &equipment	Motorvehicles	Furniture, Fittings & Other	Total
	€	€	€	€	€
Cost
At 1st January 2024	26,944,467	19,960	19,600	289,438	27,273,465
Additions during the year	1,946,125	168,627	-	21,760,841	23,875,593
At 31st December 2024	28,890,592	188,587	19,600	22,050,279	51,149,058
Depreciation
At 1st January 2024	-	11,534	15,680	87,999	115,213
Charge for the year	76,464	8,413	3,920	462,091	550,888
At 31st December 2024	76,464	19,947	19,600	550,090	666,101
Net book value
At 31st December 2024	28,814,128	168,640	-	21,500,189	50,482,957
At 31st December 2023	26,944,467	8,426	3,920	201,439	27,158,252

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

__________________________________________________________________________________

NOTES TO THE FINANCIAL STATEMENTS – 31ST DECEMBER 2024

12Investment property

12.1Recognition of carrying amount

	2024	2023
	€	€
Balance as 1 January	11,800,000	10,700,000
Change in fair value	-	1,100,000
Balance at 31 December	11,800,000	11,800,000

Investment property comprises of commercial properties that are leased to third parties and to related parties.

12.2Amounts recognised in profit or loss

Rental income recognised by the Group during 2024 was €671,534 (2023: €696,257) and was included with revenue, refer to note 3.

12.3Measurement of fair value

Fair value hierarchy

The value of investment property is reviewed by the Directors of each company after seeking the professional advice of external, independent property valuers, having appropriate recognised professional qualifications and recent experience in the location and category of the property being valued.

The independent valuers provide the fair value of the Group’s investment property portfolio as frequent as the directors seem appropriate.

The independent valuers estimate the market value of the investment property held by the subsidiary companies as at 31st December 2023 at €11,800,000.

The valuation of the Investment properties was carried out by using the comparative method and was then cross checked by applying the investment method. By referring to the databases of reputable local real estate agencies, the market values of these properties were checked for comparisons to be drawn. The values were then capitalised at the rate of 5% which is deemed to be the average percentage return on investment for similar properties in Malta.

13Deferred tax liability

The deferred tax liability of €944K (2023 – €944K) arose mainly from the deferred tax effect on the revaluation of the investment property.

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

__________________________________________________________________________________

NOTES TO THE FINANCIAL STATEMENTS – 31ST DECEMBER 2024

14Investments in subsidiary undertakings

	Group		Company
	2024	2023	2024	2023
	€	€	€	€
Shares in subsidiary undertakings
Muscat Holdings Limited (C77653) - 200,000 ordinary shares of €1 each representing 100 % holding (Hyatt Centric Malta, Triq Santu Wistin, San Giljan SWQ3312)	-	-	7,107,514	7,107,514
Muscat Holdings (II) Limited (C89275) – 100,000 ordinary shares of €1 each representing 100 % holding (Hyatt Centric Malta, Triq Santu Wistin, San Giljan SWQ3312)	-	-	1,921,328	1,921,328
JUEL Holdings Limited (C92861) – 1,200 ordinary shares of €1 each representing 100 % holding (Hyatt Centric Malta, Triq Santu Wistin, San Giljan SWQ3312)	-	-	1,904,436	1,904,436
JUEL Hospitality Limited (C100482) – 20,000 ordinary shares of €1 each representing 100 % holding (Hyatt Centric Malta, Triq Santu Wistin, San Giljan SWQ3312)	-	-	15,112	15,112
	-	-	10,948,390	10,948,390

The percentage of shares held directly by the Company are 100%.

The movement in the subsidiaries for the year ending 31 December 2024 are shown below:

	Group		Company
	2024	2023	2024	2023
	€	€	€	€
At 1st January	-	-	10,948,390	10,948,390
Additions	-	-	-	-
As at 31st December	-	-	10,948,390	10,948,390
		-

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

__________________________________________________________________________________

NOTES TO THE FINANCIAL STATEMENTS – 31ST DECEMBER 2024

15Equity-accounted investees – Investment in associates / joint ventures

Investment in associates represents the 33.33% equity interest in GAP Group Investments (II) Limited and the 50% shareholding (previously 49.99%) in ACMUS Property Development Limited (previously named ACMUS Group Limited).

On 14th April 2023, Juel Group p.l.c. acquired an equity interest of 33.33% in GAP Group Investments (II) Limited. GAP Group Investments (II) Limited is the parent company of GAP Group p.l.c. who is the parent company of subsidiaries operating in the property development industry. The registered address of GAP Group p.l.c and GAP Group Investments (II) Limited is PLAN Group Head Office, Triq il-Wirt Naturali, Bahar-ic-Caghaq, Naxxar.

The Group’s share of the results of the interest in associate and its share of the assets and liabilities is laid out below:

	2024		2023
	Group	Company	Group	Company
Percentage ownership interest 33%33%33%				33%
	€	€	€	€
Non-current assets	13,593,990	13,593,990	13,931,680	13,931,680
Current assets	68,860,191	68,860,191	82,115,771	82,115,771
Non-current liabilities	7,862,593	7,862,593	26,446,522	26,446,522
Current liabilities	26,468,490	26,468,490	36,051,762	36,051,762
Total equity (100%)	48,123,098	48,123,098	33,531,167	33,531,167
Group‘s share total equity (33.33%)	16,039,429	16,039,429	11,175,938	11,175,938
Carrying amount of interest in associate	16,039,429	16,039,429	11,175,938	11,175,938

	2024		2023
	Group	Company	Group	Company
Percentage ownership interest 33%33%33%				33%
	€	€	€	€
Revenue	48,181,299	48,181,299	42,763,849	42,763,849
Profit from continuing obligations	14,338,657	14,338,657	9,655,795	9,655,795
Other comprehensive profit	253,276	253,276	135,382	135,382
Total comprehensive profit (100%)	14,591,933	14,591,933	9,791,177	9,791,177
Group‘s share of comprehensive income (33.33%)	4,863,491	4,863,491	3,263,400	3,263,400

On 16th February 2023, the Group acquired 49.99% of the shares in ACMUS Property Development Limited (previously known as ACMUS Group Limited). On 8th November 2024, the Group acquired 0.01% of the shares in ACMUS Property Development Limited and was classified as a joint venture. The main trading activity of ACMUS Property Development Limited will be the sale of property held for development and resale. The registered address of ACMUS Property Development Limited is Hyatt Centric Malta, Triq Santu Wistin, San Giljan, SWQ3312, Malta. It had no revenue during the year.

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

__________________________________________________________________________________

NOTES TO THE FINANCIAL STATEMENTS – 31ST DECEMBER 2024

15Equity-accounted investees – Investment in associates / joint ventures – continued

	2024		2023
	Group	Company	Group	Company
Percentage ownership interest 33%33%33%				33%
	€	€	€	€
Non-current assets	42,306	-	49,897	-
Current assets	14,760,973	-	10,484,807	-
Non-current liabilities	14,403,609	-	7,160,100	-
Current liabilities	314,723	-	128,060	-
Total equity (100%)	84,947	-	3,246,544	-
Group’s share total equity (50% and 49.99% respectively)	42,480	-	1,623,279	-
Carrying amount of interest in associate / joint venture	42,480	-	1,623,279	-

	2024		2023
	Group	Company	Group	Company
Percentage ownership interest 33%33%33%				33%
	€	€	€	€
Revenue	-	-	-	-
Profit from continuing obligations	(153,801)	-	(66,252)	-
Other comprehensive profit	-	-	-	-
Total comprehensive profit (100%)	(153,801)	-	(66,252)	-
Group‘s share of comprehensive income (33.33%)	(76,901)	-	(33,119)	-

Investment in associate/joint venture

	2024		2023
	Group	Company	Group	Company
Percentage ownership interest 33%33%33%				33%
	€	€	€	€
Investment at 16th February 2023	-	-	2,500	-
* Additions during the year	-	-	1,653,897	-
Movements accounted for throughprofit or loss (as above)	-	-	(33,119)	-
Closing at 31st December 2023	-	-	1,623,278	-
Total equity (100%)	84,947	-	3,246,544	-
Opening at 1st January 2024	1,623,278	-	-	-
Investment on 8th November 2024	150,000	-	-	-
Additions during the year	925,001	-	-	-
Transferred to loans & other receivables (note 16)	(2,578,898)	-	-	-
Movements accounted for throughprofit or loss (as above)	(76,901)	-	-	-
Closing at 31st December 2024	42,480	-	-	-

* These amounts related to advances to related parties which were payable at the discretion of the Company.

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

__________________________________________________________________________________

NOTES TO THE FINANCIAL STATEMENTS – 31ST DECEMBER 2024

16Other financial assets

	Group		Company
	2024	2023	2024	2023
	€	€	€	€
Amount receivable from Juel Hospitality Limited - Maturity date 2035	-	-	35,197,199	24,408,601
Amount receivable from related parties	2,578,898	-	-	-
	2,578,898	-	35,197,199	24,408,601

At 31st December 2024, the amount due by JUEL Hospitality Limited of €35,197,199 (2023 - €24,408,601) is expected to be repaid by May 2035. The amount receivable is payable by May 2035 at an interest rate of 5.525%. The amount due from related parties of €2,578,898 is interest free and repayable on demand.

17Inventories

Inventories – development project	Group		Company
	2024	2023	2024	2023
	€	€	€	€
Property cost of land and development costs	8,194,552	8,486,539	-	-
Capitalised borrowing costs (See Note 8)	625,837	371,745	-	-
	8,820,389	8,858,284	-	-

Inventories – hotel	Group		Company
	2024	2023	2024	2023
	€	€	€	€
Food and beverages	30,764	-	-	-
Consumables and others	281,384
	312,148	-	-	-

18Trade and other receivables

	Group		Company
	2024	2023	2024	2023
	€	€	€	€
Trade receivables	94,991	142,384	-	-
Other receivables	95,995	2,302	-	-
Prepayments & accrued income	135,067	1,187,893	21,537	5,631
Amount due from subsidiaries	-	-	4,496,924	2,102,363
Amount due from related parties	1,649,378	1,644,428	1,644,428	1,644,428
Other taxation	509,841	113,428	-	-
	2,485,272	3,090,435	6,162,889	3,752,422

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

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

__________________________________________________________________________________

NOTES TO THE FINANCIAL STATEMENTS – 31ST DECEMBER 2024

19Cash and cash equivalents

Cash and cash equivalents included in the cash flow statement comprise:

	Group		Company
	2024	2023	2024	2023
	€	€	€	€
Bank deposits	2,151,346	9,288,465	965	8,551,345
	2,151,346	9,288,465	965	8,551,345

The bank deposits of the Group of 2023 included an amount of Eur9,006,952 which was held at the security trustee of Juel Group p.l.c., in their capacity as security trustees of the holders of the Juel Group p.l.c. Eur32,000,000 5.5% Secured Bonds 2035. There were no balances held at the trustee as at 31st December 2024.

20Share capital

	Group		Company
	2024	2023	2024	2023
	€	€	€	€
Authorised
19,999,999 Ordinary ‘A’ Shares of a nominal value of €1 each	19,999,999	19,999,999	19,999,999	19,999,999
1 Ordinary ‘B’ Shares of a nominal value of €1 each	1	1	1	1
	20,000,000	20,000,000	20,000,000	20,000,000
Issued and fully paid up
10,951,389 Ordinary ‘A’ Shares of a nominal value of €1 each	-	10,951,389	-	10,951,389
8,114,837 Ordinary ‘A’ Shares of a nominal value of €1 each	-	8,114,837	-	8,114,837
19,066,226 Ordinary ‘A’ Shares of a nominal value of €1 each	19,066,226	-	19,066,226	-
1 Ordinary ‘B’ Share of a nominal value of €1 each	1	1	1	1
	19,066,227	19,066,227	19,066,227	19,066,227

Issue of Ordinary Shares

On the 14th April 2023, the general meeting of shareholders approved the issue of 7,914,837 ordinary ‘A’ shares of nominal value of €1 each.

On the 17th of May 2023, the general meeting of shareholders approved the issue of 200,000 Ordinary ‘A’ shares of nominal value of €1 each.

21Other equity

The Other Equity of €17,970 related to the loss arising from the acquisition of the subsidiaries within the Group.

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

__________________________________________________________________________________

NOTES TO THE FINANCIAL STATEMENTS – 31ST DECEMBER 2024

22Earnings per share

Earnings per share is calculated by dividing the result attributable to owners of the Company by the weighted average number of ordinary shares in issue during the year.

	Group		Company
	2024	2023	2024	2023
	€	€	€	€
Profit for the year	5,500,416	4,342,547	4,858,662	3,276,708
Weighted average share in issue	19,066,227	16,687,357	19,066,227	16,687,357
Earnings per share	0.29	0.26	0.25	0.20

The company has not issued any dilutive instruments in the past, and therefore the basic and diluted earnings per share are equal.

23Borrowings

	Group		Company
	2024	2023	2024	2023
	€	€	€	€
Short term – falling due within one year
Bank loans	2,897,495	2,827,886	-	-
Third party loans	150,000	-	-	-
Total short term borrowings	3,047,495	2,827,886	-	-

	Group		Company
	2024	2023	2024	2023
	€	€	€	€
Long term – falling due between two to five yearsBank loans	4,789,233	6,887,875	-	-
Third party loans	1,000,000	-	-	-
Long term – falling due after five yearsThird party loans	850,000	-	-	-
Total long term borrowings	6,639,233	6,887,875	-	-

As at 31st December 2024, one of the subsidiaries had a bank loan of €2,897,495 (2023: €4,748,151) which was granted to end-finance the acquisition and the development of the two Marsascala projects. The interest rate is at 3.75% per annum. Repayments are to be made out of the proceeds from the sale of property of Muscat Holdings (II) Limited as laid out in the repayment terms in the sanction letter. The loans are guaranteed by Muscat Holdings (II) Limited and its shareholders, which have bound themselves jointly and severally liable for the repayment of the loan and the interest thereon, pursuant and subject to the terms and conditions in the sanction letter.

As at 31st December 2024, another subsidiary had a bank loan €4,789,233 (2023: €4,967,610) which was taken to part-finance the development of the hotel. The loan bears interest at a fixed rate of 4.65% per annum and is repayable in full by December 2027, in line with the terms set out in the sanction letter. The loans are guaranteed by Muscat Holdings Limited and JUEL Holdings Limited, which have bound themselves jointly and severally liable for the repayment of the loan and the interest thereon, pursuant and subject to the terms and conditions in the sanction letter.

As at 31st December 2024, one of the subsidiaries had a third-party loan €2,000,000 (2023 – NIL), €150,000 was classified as current, while the remaining was non-current.

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

__________________________________________________________________________________

NOTES TO THE FINANCIAL STATEMENTS – 31ST DECEMBER 2024

23Borrowings – continued

	Group		Company
	2024	2023	2024	2023
	€	€	€	€
Debt securities in issue
Face value 5.5% Secured Bonds 2035	32,000,000	32,000,000	32,000,000	32,000,000
6.5% Unsecured Notes 2027-2029	5,000,000	-	5,000,000	-
	37,000,000	32,000,000	37,000,000	32,000,000
Amortised costs
Issue of bond costs	818,677	-	818,677	-
Issue of unsecured notes costs	122,339	-	122,339	-
Issue of bond costs amortised	(102,000)	-	(102,000)	-
Issue of notes costs amortised	(24,468)	-	(24,468)	-
	814,548	-	814,548	-
Amortised cost and closing carrying amount	36,185,452	32,000,000	36,185,452	32,000,000

The effective interest rates at the end of the year were as follows:

Face value
	2024	2023	2024	2023
	€	€	€	€
Secured Bonds 2035	5.5%	5.5%	5.5%	5.5%
Unsecured Notes 2027-2029	6.5%	-	6.5%	-

The bonds are measured at the amount of net proceeds adjusted for the amortisation of the difference between the net proceeds and the redemption value of such bonds, using effective yield method. The bond costs were endorsed by the subsidiaries and will be amortised accordingly in the subsidiary.

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

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

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

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

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

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

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

__________________________________________________________________________________

NOTES TO THE FINANCIAL STATEMENTS – 31ST DECEMBER 2024

23Borrowings – continued

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

24Bond advance facility

The Company had a bond advance facility of €9,487,843 in 2022 to refinance part of its current debt facilities and other future requirements. The bond advance facility was paid in July 2023.

25Trade and other payables

	Group		Company
	2024	2023	2024	2023
	€	€	€	€
Trade and other payables
Trade payables	2,983,492	136,295	4,131	-
Advanced deposits received on promise of sale agreements	553,830	150,377	-	-
Other payables	1,233,081	1,147,221	-	-
Social security and other FSS tax	1,386	175	-	-
Other taxation	6,840	14,766	-	-
Accruals	5,063,925	1,556,014	1,146,849	959,736
	9,842,554	3,004,848	1,150,980	959,736
Other Financial liabilities
Amounts due to shareholders	25,343	375,289	750	750
Amounts due to subsidiaries	-	-	272,808	-
Amounts due to related parties	1,644,428	1,644,428	1,644,428	1,644,428
	1,669,771	2,019,717	1,917,986	1,645,178
Non-current liabilities
Deferred income	1,000,000	-	-	-
Long-term commitments	4,556,137	-	-	-
	5,556,137	-	-	-

Total trade and other payables

17,068,462

5,024,565

3,068,966

2,604,914

The amounts due to the shareholders, subsidiaries and related parties are interest free and repayable on demand.

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

__________________________________________________________________________________

NOTES TO THE FINANCIAL STATEMENTS – 31ST DECEMBER 2024

26Transactions with related parties

Group

In the normal course of business, the Group enters into various transactions with related parties. Related parties are defined as those that have an ability to control or exercise significant influence over the other party in making financial and operational decisions. These include directors and shareholders who hold a substantial amount of the votes able to cast at general meetings.

Company

All companies forming part of Juel Group, ACMUS Property Development Limited (previously known as ACMUS Group Limited) and GAP Group Investments (II) Limited are considered by the directors to be related parties.

During the course of the year/period, the Company and the Group entered into transactions with related undertakings all of which arise in the ordinary course of business. The related party transactions were:

	Group		Company
	2024	2023	2024	2023
	€	€	€	€
Other financial assets	-	-	-	-
Amount receivable from Juel Hospitality Limited - Maturity date 2035	-	-	35,197,199	24,408,601
Amount receivable from related parties	2,578,898	-	-	-
Trade and other receivables
Amounts due from subsidiaries	-	-	4,496,924	2,102,363
Amounts due from related parties	1,649,378	1,644,428	1,644,428	1,644,428
Other financial liabilities
Amounts due to shareholder	25,343	375,289	750	750
Amounts due to subsidiaries	-	-	272,808	-
Amounts due to related parties	1,644,428	1,644,428	1,644,428	1,644,428

Key management personnel compensation consists of directors renumeration as disclosed in note 7 to the financial statements.

27Statutory information

Juel Group p.l.c. is a public limited company and is incorporated in Malta, with its registered address at Hyatt Centric Malta, Triq Santu Wistin, San Giljan SWQ3312, Malta.

JUEL GROUP P.L.C.

Annual Report and Consolidated Financial Statements for the year ended 31st December 2024

__________________________________________________________________________________

NOTES TO THE FINANCIAL STATEMENTS – 31ST DECEMBER 2024

28Capital Commitments

As at 31 December 2024, the Group had 33 promise of sale agreements from the Portoscala and Solea project. Advanced deposits amounted to €553,830 (2023 - €0) with the agreements generating sales amounting to €5,538,300 in 2024 (2023 - €440,000).

29Subsequent events

30Operating Segments

The Group operates across three distinct business segments; property development, property rentals and hotel operations. The hotel segment commenced operations in November 2024 following the completion of development and pre-opening preparation of the Hyatt Centric, St. Julians.

The property rentals segment comprises revenue generated from property accommodations. The Hospitality segment includes the operation of the Group’s hotel, covering accommodation services, food and beverages options, and related hospitality offerings. The Property Development segment includes revenue generated from the sale of properties held for development and resale.

Cash flow generated and returns secured across these segments are assessed independently, although synergies may exist in terms of shares services, customer relationships, and overarching strategic risks. Segment management is structured to reflect the specific market and operational dynamics of each business line, with goals of optimising performance and addressing evolving customer demands in each area.

The Group’s internal reporting to the board of Directors and senior management is aligned with this segmentation. Segment performance and financial data are reviewed regularly, with internal management reports presented to the board at least on a quarterly basis.

31Information About Geographical Segments

The Group’s revenue is predominantly derived from operations carried out in Malta.

_________________________________________________________________________________

Independent auditor's report

To the Shareholders of Juel Group p.l.c.

Report on the Annual Report and Consolidated Financial Statements for the year ended 31st December 2024.

Opinion

I have audited the parent company financial statements and the consolidated financial statements (the “financial statements”) of Juel Group p.l.c. (the “Company”) and its subsidiaries together (the “Group”), set on pages 11 to 46 which comprise the Statement of Financial Position as at 31st December 2024 and the Statement of Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the consolidated financial statements including a Summary of material accounting policies.

In my opinion, the accompanying financial statements give a true and fair view of the financial position of Juel Group p.l.c. and its Group as at 31st December 2024, and of the Company’s and its Group’s financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs) as adopted by the EU and have been properly prepared in accordance with the requirements of the Companies Act (Cap. 386).

Basis for Opinion

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

Independence

I am independent of the Company and the Group in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevant to my audit of the financial statements in accordance with the Accountancy Profession (Code of Ethics for Warrant Holders) Directive issued in terms of the Accountancy Profession Act (Cap.281) in Malta, and I have fulfilled my other ethical responsibilities in accordance with these requirements and the IESBA Code. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my opinion.

_________________________________________________________________________________

Independent auditor's report

To the Shareholders of Juel Group p.l.c.

Key Audit Matters: Incorporating the Most Significant Risks of Material misstatements, Including Assessed Risks of Material misstatements Due to Fraud

Key audit matters are those matters that, in my professional judgment, were of most significance in the audit of the financial statements for the current period. These matters were addressed within the context of the audit as a whole and contributed to forming my opinion on the financial statements. I do not provide a separate opinion on these matters.

Valuation of property, plant and equipment

The Group owns property, which is held by one of the subsidiaries, for the operations of a hotel amounting to €50,482,957. At 31st December 2024, the carrying amount of this property amounted to 53% of total assets. Bonds were issued to the public to enable the Company to finance the development of the hotel.

Juel Group plc carries its hotel properties under the cost model in accordance with IAS 16. Given the significance of these assets and the potential for impairment indicators, the assessment of whether any such indicators exist is crucial.

My audit procedures included:

•Audit procedures carried out to verify cost included testing over source documentation, including vouching costs incurred to date.

•Evaluated management's process for identifying impairment indicators, considering both internal and external factors.

•Reviewed the assumptions and methodologies used in any impairment assessments, including cash flow projections and discount rates.

•Tested the accuracy and completeness of the data used in the impairment models.

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

•Checked the relative disclosures in the financial statements.

I have no Key Audit Matters to report regarding my audit of the parent company financial statements.

Other information

The directors are responsible for the other information. The other information comprises the Directors’ Report, the Statement of Compliance with the Principles of Good Corporate Governance and the Statement of the Directors’ Responsibilities, but does not include the financial statements and my auditor’s report thereon.

My opinion on the financial statements does not cover the other information and I do not express any form of assurance conclusion thereon.

In connection with my audit of the financial statements, my responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or my knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work I have performed, I conclude that there is a material misstatement of this other information, I am required to report that fact. I have nothing to report in this regard.

_________________________________________________________________________________

Independent auditor's report

the

Shareholders

Juel Group p.l.c.

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

The directors are responsible for the preparation and fair presentation of the financial statements in accordance with IFRSs as adopted by the EU, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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 or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s and the Group’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

My objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes my 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, I exercise professional judgment and maintain professional scepticism throughout the audit. I 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 my opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

•

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

•

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

_________________________________________________________________________________

Independent auditor's report

the

Shareholders

Juel Group p.l.c.

Auditor’s Responsibilities for the Audit of the Financial Statements (continued)

•

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

•

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

•

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. I am responsible for the direction, supervision and performance of the Group audit. I remain solely responsible for my audit opinion.

I 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 I identify during my audit.

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

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

_________________________________________________________________________________

Independent auditor's report

the

Shareholders

Juel Group p.l.c.

Report on Other Legal and Regulatory Requirements

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

I have undertaken a reasonable assurance engagement in accordance with the requirements of Directive 6 issued by the Accountancy Board in terms of the Accountancy Profession Act (Cap. 281) - the Accountancy Profession (European Single Electronic Format) Assurance Directive (“the ESEF Directive 6”) on the Annual Financial Report of Juel Group p.l.c. for the year ended 31 December 2024, entirely prepared in a single electronic reporting format.

Responsibilities of the directors

The directors are responsible for the preparation of the Annual Financial Report, including the financial statements, by reference to the Capital Market Rule 5.56A, in accordance with the requirements of the ESEF RTS.

My responsibilities

My responsibility is to obtain reasonable assurance about whether the Annual Financial Report, including the financial statements, complies in all material respects with the ESEF RTS based on the evidence I have obtained. I conducted my reasonable assurance engagement in accordance with the requirements of ESEF Directive 6.

My procedures included:

•

Obtaining an understanding of the entity's financial reporting process, including the preparation of the Annual Financial Report, in accordance with the requirements of the ESEF RTS.

•

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

•

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

I believe that the evidence I have obtained is sufficient and appropriate to provide a basis for my opinion.

Opinion

In my opinion, the Annual Financial Report for the year ended 31 December 2024 has been prepared in accordance with the ESEF RTS in all material aspects.

_________________________________________________________________________________

Independent auditor's report

the

Shareholders

Juel Group p.l.c.

Report on Other Legal and Regulatory Requirements – continued

Matters of which I am required to report by the Companies Act

Directors’ report

I am required to express an opinion as to whether the directors' report has been prepared in accordance with the applicable legal requirements. In my opinion, the directors' report has been prepared in accordance with the Companies Act.

In addition, based on the knowledge and understanding of the Company and its environment obtained during the audit, I am required to report if I have identified material misstatements in the Directors' report. I have nothing to report in this regard.

Other requirements

I also have responsibilities under the Companies Act to report if, in my opinion:

•proper accounting records have not been kept;

•the financial statements are not in agreement with the accounting records and returns; and

•I have not received all the information and explanations I require for my audit.

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

Appointment

I was appointed as the statutory auditor by the directors of the Company with effect from 6th of April 2023. The total uninterrupted engagement period as statutory auditor amounts to 2 years.

Consistency with the additional report to the audit committee

My audit opinion on the financial statements expressed herein is consistent with the additional report to the audit committee of the Company, which was issued on 29 April 2025.

Non-audit services

No prohibited non-audit services referred to in Article 18A(1) of the Accountancy Profession Act, Cap. 281 of the Laws of Malta were provided by me to the Company, and I remain independent of the Company as described in the Basis for opinion section of my report. No other services besides statutory audit services and services disclosed in the annual report and in the financial statements were provided by me to the Company.

Matters of which I am required to report by the Capital Market Rules

Corporate Governance Statement

The Capital Markets Rules issued by the Malta Financial Services Authority (MFSA) require the directors to prepare and include in their annual report a statement of compliance, providing an explanation of the extent to which they have adopted the Code of Principles of Good Corporate Governance and the effective measures taken to ensure compliance throughout the accounting period with those principles. The Capital Markets Rules also require me, as the auditor, to include a report on the statement of compliance prepared by the directors.

_________________________________________________________________________________

Independent auditor's report

the

Shareholders

Juel Group p.l.c.

Report on Other Legal and Regulatory Requirements – continued

Corporate Governance Statement (continued)

I am also required to express an opinion as to whether, in light of the knowledge and understanding of the Company and its environment obtained during the audit, I have identified material misstatements with respect to the information referred to in Capital Markets Rules 5.97.4 and 5.97.5. I read the statement of compliance and consider its implications for my report if I become aware of any apparent misstatements or material inconsistencies with the financial statements included in the annual report. My responsibilities do not extend to considering whether this statement is consistent with other information included in the annual report.

I am not required to, and I do not, consider whether the Board’s statements on internal control included in the statement of compliance cover all risks and controls or form an opinion on the effectiveness of the Company’s governance procedures or its risk and control procedures.

In my opinion:

•The corporate governance statement set out on pages 6 to 10 has been properly prepared in accordance with the requirements of the Capital Markets Rules issued by the Malta Financial Services Authority.

•In light of my knowledge and understanding of the Company and its environment obtained during the audit, the information referred to in Capital Markets Rules 5.97.4 and 5.97.5 is free from material misstatement.

Under the Capital Markets Rules, I also have a responsibility to review the statement made by the directors, set out on page 5, that the business is a going concern, together with supporting assumptions or qualifications as necessary.

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

Other matter – use of this report

My report, including the opinions, has been prepared for and only for the Parent Company’s shareholders as a body in accordance with Article 179 of the Maltese Companies Act (Cap. 386) and for no other purpose. I do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by my prior written consent.

This copy of the audit report has been signed by

Pamela Fenech (Director) for and on behalf of

TACS Malta Limited

Certified Public Accountant

Registered Auditor

1, Tal-Providenza Mansions,

Main Street,

Balzan,

Malta

Date : 29th April 2025