Burmarrad Group Assets p.l.c.

Directors’ Report

The directors hereby present their report together with the annual report and consolidated financial statements of Burmarrad Group Assets p.l.c. (C 83190) (the “Company” or “Issuer”) and its fully owned subsidiaries namely Burmarrad Group Fleets Limited (C 105735) and Burmarrad Group Properties Limited (C 105732) (collectively referred to as the “Group”) for the year ended 31 January 2025. The Company also owns and reports on its 19.3% shareholding in BBT p.l.c. (C 101666).

As required by Capital Markets Rule 5.62 issued by MFSA, upon due consideration of the Group’s affairs, capital adequacy and solvency, the directors confirm the Group’s ability to continue in operational existence for the foreseeable future. For this reason, in preparing these consolidated financial statements, they continue to adopt the going concern basis.

The directors’ report is being published in terms of Capital Markets Rule 5.75.2 issued by the Malta Financial Services Authority and the Prevention of Financial Markets Abuse Act, Chapter 476 of the Laws of Malta.

Bond Issue

In terms of the Prospectus dated 28 March 2024 the Company had offered for subscription an amount of €16 million 5.85% Secured Bonds 2034. The Bonds were fully subscribed and admitted to the Official List of the Malta Stock Exchange p.l.c. with effect from 2 May 2024.

In accordance with the Prospectus, the net proceeds derived from the bond issue were utilised by the Group to acquire business assets consisting of vehicles and fixed assets related to the vehicle manufacturing and servicing business from commonly controlled operating companies outside the Group, as well as to finance the future acquisition of vehicles and provide general corporate funding.

Principal Activities

The Issuer is the holding company of the Group and acts as its finance arm by raising finance and advancing same to the companies within the Group and other companies within the Burmarrad Group (see Note 1). Following a restructuring exercise of the Burmarrad Group in 2023 and early 2024, Burmarrad Group Fleets Limited acquired legal ownership of the vehicles and vehicle-related fixed assets, which are leased back through leasing or financing arrangements to other commonly controlled operating companies of the Burmarrad Group.

The Group also comprises Burmarrad Group Properties Limited which owns several immovable investment properties for development and capital appreciation and others held for the generation of rental income.

Review of Business and Future Developments

The Group’s profit before tax for the year ended 31 January 2025 amounted to €1,193,953 (2024: Loss of €10,213). The principal source of revenue consisted of investment income amounting to €1,734,866. The Group continues to consolidate its operations through further investment in its fleets of vehicles and its properties, making sure that investment yields proper return.

Dividends

The Directors do not propose the payment of a dividend.

Risks and uncertainties

The Issuer, as the holding company of the Group, is ultimately financially dependent on the results and performance of its two fully owned subsidiaries and the results and performance of its associated company BBT p.l.c.

Burmarrad Group Assets p.l.c.

Directors’ Report (continued)

The financial results of Burmarrad Group Fleets Limited in turn depend on the results and performance of the operating companies comprised within the Burmarrad Group. These companies’ business consists of the long-term leasing and short-term hiring of vehicles, the operation of a spare parts and tyre shop, and other vehicle-related services such as mechanical, electrical, spraying, roadside assistance, body building and car washing services. To mitigate this risk, agreements between Burmarrad Group Fleets Limited and two of the Burmarrad Group’s operating companies which lease out vehicles from Burmarrad Group Fleets Limited, stipulate a guaranteed return for Burmarrad Group Fleets Limited.

The Burmarrad Group has been Malta’s leading provider of such vehicle-related services for the past several years. Revenue from this business is relatively stable and no disruptions or downturns in business are expected in the foreseeable future.

Burmarrad Group Properties Limited derives its income from the development, sale and rental of immovable property. No major risks or uncertainties have been identified for the foreseeable future apart from property-related macroeconomic risks such as inflationary pressures that may squeeze margins, or a downturn in the economy that may dampen the demand for property as an investment asset.

The same macroeconomic risks may affect the business of BBT p.l.c. which develops commercial property for rent. The Issuer holds a 19.3% stake in this company and expects to derive substantial dividends in the future.

Events after the end of the reporting period

After year end, Burmarrad Group Fleets Limited has negotiated a Revolving Credit Facility with its bankers to continue investing in its vehicles fleet and is in the process of registering hypothecary charges on a number of properties owned by Burmarrad Group Properties Limited to secure this facility.

Disclosure of information to the auditor

At the date of preparing this report the directors confirm the following:

- As far as each director is aware, there is no relevant information needed by the independent auditor in connection with preparing the audit report of which the independent auditor is unaware, and

- Each director has taken all steps that she/he ought to have taken as a director in order to make herself/himself aware of any relevant information needed by the independent auditor in connection with preparing the audit report and to establish that the independent auditor is aware of that information.

Statement of directors’ responsibilities

The Companies Act, Cap 386 requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the group as at the end of the financial year and of the profit or loss of the group for that year. In preparing these financial statements, the directors are required to:

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

- select suitable accounting policies and then apply them consistently;

- make judgements and estimates that are reasonable and prudent;

- account for income and charges relating to the accounting period on the accruals basis;

- value separately the components of asset and liability items; and

- report comparative figures corresponding to those of the preceding accounting period.

Burmarrad Group Assets p.l.c.

Directors’ Report (continued)

The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the group and to enable them to ensure that the financial statements have been properly prepared in accordance with the Companies Act, Cap 386. This responsibility includes designing, implementing and maintaining internal controls relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. They are also responsible for safeguarding the assets of the group and for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement pursuant to Capital Markets Rule 5.70.1

As part of the Burmarrad Group restructuring exercise preceding the bond issue, Burmarrad Group Fleets Limited (“BGFL”), a fully owned subsidiary of the Issuer, entered into various contracts with companies that are ultimately owned by the same shareholders of the Issuer, as follows:

•An agreement whereby BGFL purchased the vehicles owned and operated by BC Auto Rentals Limited (“BCARL”), as subject to existing on-going business with final customers, and leased the same vehicles back to BCARL.

•An agreement whereby BGFL purchased the vehicles owned and operated by Burmarrad Commercials Limited (“BCL”), as subject to existing on-going business with final customers, and leased the same vehicles back to BCL.

•An agreement whereby BGFL purchased certain Fixed Assets used in the Vehicle Manufacturing and Servicing Business from Burmarrad Manufacturing Limited (“BML”) and leased the same assets back to BML and also to BCL and Burmarrad Servicing Limited (“BSL”).

In addition, BGFL entered into lease agreements with BCARL and BCL for new vehicles acquired by BGFL during the year.

Auditors

KPMG have intimated their willingness to continue in office and a resolution proposing their reappointment will be put to the Annual General Meeting.

Signed on behalf of the Board of Directors on 27th May 2025 by Ms. Maria Gauci and Mr. Mario Gauci Jnr as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.

Maria GauciMario Gauci Jnr

DirectorDirector

Burmarrad Group Assets p.l.c.

Statement of compliance with code of principles of good governance

Pursuant to Capital Markets Rules 5.94 and 5.97 issued by the Malta Financial Services Authority (the “Rules”), Burmarrad Group Assets p.l.c. (the “Company”) should endeavour to adopt the Code of Principles of Good Corporate Governance contained in Appendix 5.1 to Chapter 5 of the Rules (the “Code”), and accordingly, is hereby reporting on the extent of its adoption of the Code for the year ended 31 December 2024.

The Company acknowledges that although the Code does not dictate or prescribe mandatory rules, compliance with the principles of good corporate governance recommended in the Code is in the best interests of the Company, its shareholders, bondholders and other stakeholders, and that compliance with the Code, is not only expected by investors but also evidences the directors’ and the Company’s commitment to maintaining a high standard of good corporate governance.

The Company has only issued debt securities which have been admitted to trading on the Malta Stock Exchange, and accordingly, in terms of Rule 5.101, is exempt from reporting on the matters prescribed in Rules 5.97.1 to 5.97.3, 5.97.6 and 5.97.8 in this corporate governance statement (the “Statement”).

Except where it is hereby noted, the Company confirms that it has complied with all applicable provisions of the Capital Markets Rules 5.94 and 5.97 for the year ended 31 December 2024, in accordance with the following:

The Board

The Board is responsible for setting the Company’s strategy and overseeing the Company’s financial statements and annual report. The Board carries out these duties in a way that ensures effective supervision of the Company’s operations and protects the interests of stakeholders, including Bondholders. During the financial year under review, the directors have provided strong leadership in the direction of the Company and fulfilled their responsibilities with honesty, competence, and integrity. Individually and collectively, the directors possess the necessary skills and experience to contribute effectively to the Company’s decision-making processes and the implementation of its strategy and policies. The Board is well-informed of the statutory and regulatory requirements relevant to the Company’s business. The Board is accountable to shareholders and other stakeholders for its own performance and that of its delegates.

The executive directors allow the Board to be given direct information regarding the Company’s performance and business activities.

In addition to its statutory mandate to conduct the administration and management of the Company, the Board acknowledges that in terms of the Code it is responsible to:

i.appoint the Chief Executive Officer (‘CEO’);

ii.actively participate in the appointment of senior management;

iii.ensure that there is adequate training in the Company for the Directors and senior management;

iv.establish a succession plan for senior management; and

v.ensure that all Directors are supplied with precise, timely and clear information so that they can effectively contribute to board decisions.

The Company's Chairperson and Chief Executive Officer (CEO)

With effect from the Company’s conversion to a public limited liability company (as of 12th March 2024), the roles of Chairman of the Board and CEO were held by separate individuals, ensuring a clear distinction between the Chairman’s responsibility for leading the Board and the CEO’s role in managing the Company’s operations, while maintaining a strong and collaborative working relationship between the two.

Burmarrad Group Assets p.l.c.

Statement of compliance with code of principles of good governance (continued)

The Company's Chairperson and Chief Executive Officer (CEO) (continued)

The Chairman of the Board is responsible to lead the Board and set its agenda. Additionally, the Chairman is responsible to encourage active engagement by all the members of the Board and for this purpose it ensures that the Directors receive timely information so that they can take sound decisions and effectively monitor the performance of the Company.

The Company’s operations are headed by Ms. Sharon Gauci. Ms. Gauci is the appointed CEO of the whole of Burmarrad Group and is formally employed through Burmarrad Commercials Limited. Ms Gauci is principally responsible for the running of the Company’s business and the executive conduct, administration, organisation and corporate strategy of the Company and the Group.

Board composition

The Board of Directors (the “Board”) is comprised of three (3) non-executive directors and two (2) executive directors, which is within the maximum limit of seven (7) permitted by the Company’s Memorandum of Association. The two Board members occupying an executive role are also directors of the Parent Company and other wholly owned subsidiaries.

All the non-executive directors are independent from the Company

In assessing their independence due notice has been taken of the Capital Market Rules in particular:

i.whether the director has been an executive officer or employee of the Company or a subsidiary thereof within the last three years;

ii.whether the director has, or has had within the last three years, a significant business relationship with the Company either directly, or as a partner, shareholder, director or senior employee of a body that has such a relationship with the Company;

iii.whether the director has received or receives significant additional remuneration from the Company or any member of the Group of which the Company forms part in addition to a director’s fee, except where the benefits are fixed;

iv.whether he has close family ties with any of the Company’s executive directors or senior employees;

v.whether he has served on the Board of the Company for more than twelve consecutive years; or

vi.whether he is or has been within the last three years an engagement partner or a member of the audit team of the present or former external auditor of the Company or any member of the group of which the Company forms part.

Furthermore, in terms of Code provision 3.4 each non-executive director has moreover submitted his confirmation in writing that he undertakes:

i.to maintain in all circumstances his independence of analysis, decision and action;

ii.not to seek or accept any unreasonable advantages that could be considered as compromising his independence; and

iii.to clearly express his opposition in the event that he finds that a decision of the Board may harm the Company.

The Board of directors during the financial year under review consisted of the following:

-Albert Frendo – Chairman & Non-executive director

-Maria Gauci – Executive director

-Mario Gauci Jnr – Executive director

-Mark Anthony Grech – Non-executive director

-David Spiteri – Non-executive director

Burmarrad Group Assets p.l.c.

Statement of compliance with code of principles of good governance (continued)

Board responsibilities

The Board has the responsibility for the Group’s overall long-term strategy and executing the four basic roles of corporate governance namely; accountability, monitoring, strategy formulation and policy development. The Board is also responsible for monitoring the Company’s control systems and financial reporting and communicating effectively with the market when necessary. Furthermore, the Board is responsible to continuously assess and monitor the Company’s present and future operations, opportunities and risks in the external environment. The appointment procedures for directors are clearly outlined in the Company’s Articles of Association. The Board recognises its legal obligation to lead and administer the Company. In fulfilling this obligation and acting as stewards of the Company, the Board takes responsibility for the Company’s strategies and decisions regarding the issuance, servicing, and redemption of its outstanding bonds, as well as ensuring that its operations comply with its commitments to bondholders, shareholders, and all applicable laws and regulations. The Board is also accountable for ensuring that the Company establishes and implements efficient internal control and management information systems, as well as effective communication with the market.

Board meetings

The directors convene on a regular basis to evaluate the Company’s financial performance and overall strategy. The Board met four times during the year ended 31 December 2025, and all directors attended the said meetings. The company secretary provides notice of the meetings to the Board members, along with an agenda circulated in advance of the meeting. During the Board meetings, minutes are produced to record attendance, and any resolutions passed. The Chairman guarantees that all relevant issues are included in the agenda, supported by all available information, and encourages the presentation of views related to the matter at hand whilst ensuring effective communication with the shareholders. All directors are given the opportunity to contribute to the relevant issues on the agenda. The agenda for the meeting strives to achieve a balance between addressing long-term strategic goals and short-term performance issues.

Information and professional development

The Board ensures that each director is informed about the Company’s continuous obligations in accordance with the Companies Act (Cap. 386) and the Rules. The Company Secretary is responsible for advising the Board through the Chairman on all governance matters and is also responsible for ensuring that board procedures are complied with. Furthermore, under the direction of the Chairman, the company secretary’s responsibilities include ensuring good information flows within the board and its committees and between senior management and the non-executive directors, as well as facilitating induction and assisting with professional development as required.

The Board also ensures that the directors, especially non-executive directors, have access to independent professional advice at the Company’s expense where they judge it necessary to discharge their responsibilities as directors.

Committees

The Board established an Audit Committee that has the primary purpose to protect the interests of the Company`s shareholders and assist the directors in conducting their role effectively so that the Company’s decision-making capability and the accuracy of its reporting and financial results are maintained at a high level at all times whilst monitoring and handling conflicts of interest. In addition, conflicts of interest are managed according to the provisions of the Company’s Articles of Association.

The Audit Committee meets regularly, with a minimum of four times annually, and is currently composed of the following:

Burmarrad Group Assets p.l.c.

Statement of compliance with code of principles of good governance (continued)

Committees (continued)

-Mark Anthony Grech – Chairman

-Albert Frendo – Member

-David Spiteri – Member

All three members are Non-executive Directors and independent as indicated in the part titled ‘Board Composition’ above.

Furthermore, Mr. Mark Anthony Grech is the independent Non-executive director that the Board considers to be the most competent in accounting and/or auditing in terms of the Rules. Mr. Grech graduated B.A. (Hons.) Business Management from the University of Malta and is a Fellow of the Malta Institute of Accountants and a Certified Public Accountant. Mr. Grech served for 17 years as a Partner of Deloitte Audit Limited leading the team providing indirect tax advisory and compliance services. Taking note of Mr. Grech’s expertise, the fact that Mr. Frendo is also an accountant by profession and the experience and competence of Mr. Spiteri, the Board considers the Committee as having the relevant competence as required by the Rules.

The Chief Financial Officer, key members of the finance team and senior management officials are regularly invited to the Audit Committee meetings.

Relations with bondholders and the market

The Company’s Annual General Meeting presided by the Chairman of the Board of Directors is responsible for proposing and approving various matters in accordance with the Act, in particular the approval of the Annual Report and Audited Financial Statements which are then published on the market for the benefit of the bond holders, the election of directors and approval of their fees, the appointment of auditors, and authorisation of their fees, as well as other special business. The proceedings of the Annual General Meeting (and any general meeting) are governed by the Company’s Articles of Association. The Company should ensure that an Annual General Meeting is convened at least once a year during which the shareholders of the Company (and other officers and service providers), including the Chairman of the Audit Committee attend to resolve upon the matters prescribed in the agenda which is circulated by the Company Secretary. No business shall be transacted during the Annual General Meeting (or at any general meeting) unless a quorum of shareholders is present, i.e. shareholders present in person or by proxy and entitled to vote and holding in the aggregate more than 50% of the total voting rights.

At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is demanded. On a show of hands every shareholder present in person shall have one vote and the Chairman has a second or casting vote (in the case of equality). In compliance with the Rules, the Company made several announcements during the financial year under review to keep bondholders and the market informed.

Conflicts of interest

It is the duty of the directors to always act in the best interest of the Company and its shareholders and investors. In the event of any actual, potential, or perceived conflict of interest, the director must declare it immediately to the other Board members and the Audit Committee, who will determine if such a conflict exists. The Audit Committee is responsible for ensuring that any potential conflicts of interest are resolved in the best interests of the Company.

The directors are regularly reminded of their obligations with regards to dealing in securities of the Company within the parameters of the law and subsidiary legislation and Rules. During the financial year under review, the directors disclosed any private interests or duties that were unrelated to the Company. It has been ensured that these do not create any conflicts of interests or duties towards the Company.

Burmarrad Group Assets p.l.c.

Statement of compliance with code of principles of good governance (continued)

Corporate social responsibility

The Company aims to follow ethical principles in its management practices and is dedicated to improving the well-being of all stakeholders of the Company through corporate social responsibility. The Board acknowledges its accountability to the community and the environment in which it operates. The Company also recognises the importance of preserving the environment and consistently revises its policies to promote environmental stewardship, social responsibility, and accountability.

Risk Management and Internal Control

The Board recognises that the Company must manage a range of risks when carrying out its activities, and failure to adequately manage these risks could adversely impact the business. Whilst no system can provide absolute guarantees and protection against material loss, the risk management systems are designed to give the directors reasonable assurance that problems can be identified promptly, and remedial action can be taken as appropriate.

The Board maintains sound risk management and internal control systems. It is responsible for determining the nature and extent of the risks it is willing to take to achieve its strategic objectives. The Board established formal and transparent arrangements to apply risk management and internal control principles and maintains an appropriate relationship with the Company’s auditors.

An essential element of effective internal control is the ongoing process of monitoring the investments made by the Company. In this capacity, the Audit Committee and the Board periodically updates itself on the financial affairs and operational developments of the Company’s subsidiaries focusing particularly on the progress of operations, commercial activities, and related operational and commercial concerns. Furthermore, the Audit Committee is responsible to monitor on a regular basis, the financial reporting of the Company by ensuring that the control processes implemented by the CFO and the finance team are complete and effective.

Non-compliance with the Code

Succession Policy

The Code suggests that the Board should develop a succession policy for the future composition of the Board of directors and particularly the executive component thereof. No such policy has been put in place for the time being since the Board considers such policy not to be necessary considering the current size of the Company.

Evaluation of the board’s performance

The Code suggests the appointment of a committee led by a non-executive director to evaluate the performance of the Board. However, the Board does not view it as necessary to appoint a committee to carry out a performance evaluation of its role, as the Board’s performance is evaluated on an ongoing basis by, and is subject to the constant scrutiny of, the Board itself, the majority of which is composed by independent non-executive Directors, the Audit Committee in so far as conflicting situations are concerned, the Company’s shareholders, the market and the rules by which the Company is regulated as a listed company.

Remuneration committee

The Code advises that the Board should create a policy for the remuneration of directors and senior executives, as well as formal and transparent procedures for developing the policy and setting individual remuneration packages. However, based on the size and nature of the Company’s operations, the Board

Burmarrad Group Assets p.l.c.

Statement of compliance with code of principles of good governance (continued)

Non-compliance with the Code (continued)

Remuneration committee (continued)

does not see the need to establish a remuneration committee, given that the remuneration of the directors is required by the Company’s Memorandum and Articles of Association of the Issuer to be determined by the company in general meeting. Furthermore, the executive Directors, Maria Gauci and Mario Gauci, who are directors of the parent company (Burmarrad Group Limited), and ultimate beneficial owners of the Burmarrad Group, and can in such capacity influence the general meeting’s decision on remuneration of Directors (although there are other directors of Burmarrad Group Limited) and ultimate beneficial owners of the Burmarrad Group, apart from them), have waived and do not receive Directors’ fees.

The remuneration paid to the Non-executive directors is a fixed amount per annum and does not comprise any variable component linked to profit sharing, share options, or pension benefits.

Nominations committee

The Code suggests that a formal and transparent procedure should be in place for the appointment of new director’s to the Board, which ensures sufficient information on the candidate’s personal and professional qualifications. However, considering the Company’s size and nature of operations, the Board believes that it is not necessary to establish a nomination committee as appointments to the Board of Directors are determined by the shareholders of the Company, with the possibility of prior nomination by the shareholders or by the directors or a committee appointed by them, in accordance with the Memorandum and Articles of Association. The Company considers that the current members of the Board provide the required level of skill, knowledge and experience expected in terms of the Code.

Institutional shareholders

The Company does not have any institutional shareholders.

Maria GauciMario Gauci Jnr

DirectorDirector

Burmarrad Group Assets p.l.c.

Consolidated Statement of Financial Position

As at 31 January 2025

		2025	2024
		€	€
	Note
Non-current assets
Investment property	12	4,508,410	3,745,202
Equity accounted investee	13	15,809,642	15,607,892
Finance lease receivables	14	1,682,271	-
Financial assets at amortised cost	15	11,009,309	-
Loan receivable	15	3,075,084	-
Deferred tax asset	16	18,996	-
		36,103,712	19,353,094
Current assets
Finance lease receivables	14	201,400	-
Financial assets at amortised cost	15	5,743,680	-
Trade and other receivables	17	886,777	102,376
Cash and cash equivalents	18	985,895	113,248
		7,817,752	215,624
Total assets		43,921,464	19,568,718
EQUITY
Capital and reserves
Called up issued share capital	19	14,127,000	10,521,200
Other reserve	19	989,768	870,768
Retained earnings		7,276,967	6,751,253
Total equity		22,393,735	18,143,221
Non-current liabilities
Debt securities issued	20	15,715,927	-
Bank borrowings	22	515,800	299,683
Trade and other payables	23	72,596	97,780
Deferred tax liability	16	216,000	-
		16,520,323	397,463
Current liabilities
Current tax liability		352,724	1,276
Short-term borrowings	22	140,234	140,234
Debt securities issued	20	726,433	-
Loans due to related parties	21	2,161,001	-
Trade and other payables	23	1,627,014	886,524
		5,007,406	1,028,034
Total equity and liabilities		43,921,464	19,568,718

The accompanying notes form an integral part of these financial statements.

The financial statements were approved and authorised for issue by the Board of Directors on 27th May 2025. The financial statements were signed on behalf of the Board of Directors by Ms. Maria Gauci and Mr. Mario Gauci Jnr as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.

Maria GauciMario Gauci Jnr

DirectorDirector

Burmarrad Group Assets p.l.c.

Consolidated Statement of Comprehensive Income

For the year ended 31 January 2025

		2025	2024
		€	€
	Note
Interest income	8	1,734,866	-
Other revenue	10	40,848	8,500
Administrative expenses	6,7	(261,008)	(26,605)
Impairment losses on financial assets	24	(109,702)	-
Operating profit/(loss)		1,405,004	(18,105)
Finance costs	9	(747,801)	-
Share of profit of associate	13	201,750	7,892
Fair value gain on investment property	12	335,000	-
Profit/(loss) before tax		1,193,953	(10,213)
Income tax (expense)/credit	11	(549,239)	166,724
Profit for the year		644,714	156,511

The accompanying notes form an integral part of these financial statements.

Burmarrad Group Assets p.l.c.

Consolidated Statement of Changes in Equity

For the year ended 31 January 2025

		Called up issued share capital	Other reserve	Retained earnings	Total
		€	€	€	€
	Note
At 1 February 2023		1,200	7,271,159	194,351	7,466,710
Increase in share capital		10,520,000	-	-	10,520,000
Profit for the year		-	-	156,511	156,511
Transfer from other reserve		-	(6,400,391)	6,400,391	-
At 31 January 2024		10,521,200	870,768	6,751,253	18,143,221

At 1 February 2024		10,521,200	870,768	6,751,253	18,143,221
Increase in share capital – Common control transaction	19.1	3,605,800	-	-	3,605,800
Profit for the year		-	-	644,714	644,714
Transfer to other reserve		-	119,000	(119,000)	-
At 31 January 2025		14,127,000	989,768	7,276,967	22,393,735

The accompanying notes from an integral part of these financial statements.

Burmarrad Group Assets p.l.c.

Consolidated Statement of Cash Flows

For the year ended 31 January 2025

		2025	2024
		€	€
	Note
Cash flows from operating activities
Profit for the year		644,714	156,511
Adjustments for:
Movement in fair value of investment property	12	(335,000)	-
Income taxes	11	549,239	(166,724)
Share of profit from associate	13	(201,750)	(7,892)
Investment income	8	(1,734,866)	-
Finance costs	9	747,801	-
Impairment losses on financial assets	24	109,702	-
Changes in:
Trade and other receivables		(807,827)	(102,376)
Trade and other payables		715,307	214,698
Financial assets		593,604	-
Funds advanced to related companies		(15,928,597)	-
Cash (absorbed by)/generated from operating activities		(15,647,673)	94,217
Income taxes paid		(788)	-
Net (used in)/cash from operating activities		(15,648,461)	94,217
Cash flows from investing activities
Acquisition of investment property	12	(410,038)	(85,202)
Principal repaid by related companies		896,607	-
Interest repayment by related companies		143,303	-
Net cash from/(used in) investing activities		629,872	(85,202)
Cash flows from financing activities
Proceeds from loans and borrowings	18.2	216,117	106,683
Proceeds from debt securities issued	20	16,000,000	-
Debt securities issue costs paid	20	(305,441)	-
Interest paid		(18,170)	-
Net cash from financing activities	18.2	15,892,506	106,683
Net increase in cash and cash equivalents		873,917	115,698
Cash and cash equivalents at beginning of the year	18.1	113,248	(2,450)
Cash and cash equivalents at end of the year		987,165	113,248

The accompanying notes from an integral part of these financial statements.

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

1Reporting entity

Burmarrad Group Assets p.l.c. (the “Company”) is a public limited liability company domiciled and incorporated in Malta. The Company’s registered office is at Marjo, Burmarrad Road, Burmarrad, St. Paul’s Bay, Malta. These consolidated financial statements comprise the Company and its wholly owned subsidiaries (collectively the “Group” and individually as “Group Companies”) and the Group’s interest in an equity accounted investee. The Group forms part of a larger group, the parent company of which is Burmarrad Group Limited (refer to note 25), collectively referred to as the "Burmarrad Group”.

The Company acts as the finance arm of the Group by raising finance and advancing same to the companies within the Group and fellow subsidiaries within the wider Burmarrad Group which is parented and consolidated by Burmarrad Group Limited. The Group's operating activities include vehicle leasing through Burmarrad Group Fleets Limited, which manages vehicles and related assets leased to the Burmarrad Group subsidiaries which do not make part of the Group, and property investment through Burmarrad Group Properties Limited, which holds immovable properties for development, capital appreciation, and rental income generation.

2Basis of preparation

2.1Basis of accounting

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the EU and the requirements of the Maltese Companies Act, 1995 (Cap. 386).

The principal activity of the Company in the comparative year was to hold and develop investment property. During the current year, the directors changed the principal activities of the Company to that of a holding company, with the intention of having the Group hold the major assets of the wider Burmarrad Group. Primarily, the Group holds the investment in BBT plc through the Company, the vehicles used in the Burmarrad Group's leasing and rentals business through the subsidiary, Burmarrad Group Fleets Limited, and the investment properties held through the other subsidiary, Burmarrad Group Properties Limited. The Company was also determined to be the issuer of the bond on the Malta Stock Exchange.

The directors have, at the time of approving the financial statements, a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus, the Group has applied the going concern basis of accounting in preparing the financial statements.

2.2Basis of measurement

Assets and liabilities are measured at historical cost except for investment property which is stated at fair value.

2.3Functional and presentation currency

These financial statements are presented in Euro (€), which is the Company’s ‘functional currency’, being the currency of the primary economic environment in which the Group operates.

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

2Basis of preparation (continued)

2.4Use of estimates and judgements

The preparation of the financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

2.4.1Fleet leasing and financing

Burmarrad Group Fleets Limited’s, one of the subsidiaries of the Group, acquired vehicles and fixed assets related to the vehicle manufacturing and servicing business from a number of fellow subsidiaries which form part of the Burmarrad Group and leased them to the same related parties. It also acquired new vehicles which it leased to its related undertakings. The nature of these transactions were analysed in detail for proper classification and measurement under International Financial Reporting Standards as adopted by the EU.

The classification and measurement of the transactions involving the acquisition of vehicles and fixed assets and their subsequent leaseback to related undertakings involved significant judgement in order to ascertain whether the substance of the transactions represented a sale and leaseback or a financing arrangement. Specifically, management assessed whether control over the assets was transferred to the Group during acquisition. The determination of control transfer involved evaluating the risks and rewards associated with the assets and the extent to which the Group obtained substantive rights over the assets.

In assessing the accounting treatment of the sale and leaseback transactions, management considered whether the requirements for a sale under IFRS 15 ‘Revenue from Contracts with Customers’ were met. Given that the seller-lessees (fellow subsidiaries of the Burmarrad Group) were contractually required to reacquire the assets at the end of the lease term or upon early termination, control of the assets was not considered to have transferred to the Group. Accordingly, the transactions were accounted for as financing arrangements, with the Group recognising a financial asset at amortised cost in accordance with IFRS 9. Estimated future cash flows have been based on the contracted upon leases at the point of recognition for the respective receivables, ensuring that the required internal rate of return (IRR) is being achieved.

2.4.2Fair valuation of investment property

The determination of the fair value of investment property at the year-end requires the use of significant management estimates. Details of key assumptions are disclosed in note 12 to the financial statements.

In the opinion of the directors accounting estimates and judgements made in the course of preparing these financial statements are not difficult to reach, subjective or complex to a degree which would warrant their description as significant and critical in terms of the requirements of IAS 1 Presentation of Financial Statements except as disclosed above and in note 12 to the financial statements.

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

3Material accounting policies

The Group has consistently applied the following accounting policies to all periods presented in these financial statements.

3.1Basis of consolidation

3.1.1Investments in Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an investee when it is exposed to, or has rights to, variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. In assessing control, potential voting rights that give the Group the current ability to direct the investee’s relevant activities are taken into account. Assets, liabilities, income and expenses of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

Profit or loss and each component of OCI are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

The consolidated financial statements reflect the financial position and operation of the Company and its subsidiaries as listed below (together the ‘Group’).

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

3.1.2Loss of control

The group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the elements of control detailed above. When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related NCI and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost.

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

3Material accounting policies (continued)

3.1Basis of consolidation (continued)

3.1.3Interest in equity-accounted investee

The Group’s interest in the equity-accounted investee comprise interest in an associate. Associates are those entities in which the Group has significant influence but not control or joint control over the financial and operating policies. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

Interests in associates are accounted for using the equity method, except when the investment is classified as held for sale, from the date that significant influence commences until the date that significant influence ceases. Under the equity method, investments in associates are initially recognised at cost and adjusted thereafter for the post-acquisition change in the Company’s share of net assets of the associates, less any impairment in the value of individual investments. The Group’s share of the post-acquisition profit or loss of the associates is recognised in profit or loss and the Group’s share of the post-acquisition changes in other comprehensive income is recognised in other comprehensive income. Distributions received from an investee reduce the carrying amount of the investment. The Group’s share of losses of an associate in excess of its interest in that associate (which includes any long-term interests that, in substance, form part of the Group’s net investment in the associate) are not recognised, unless the Group has incurred obligations or made payments on behalf of the associate.

Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets and liabilities of the associate recognised at the date of acquisition is recognised as goodwill. The goodwill is included within the carrying amount of the investment and is assessed for impairment as part of the investment. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition, after reassessment, is excluded from the carrying amount of the investment and recognised immediately in profit or loss.

Where necessary, in preparing these financial statements, appropriate adjustments are made to the financial statements of associates to bring their accounting policies in line with those used by the Group.

The above policy is equally adopted by the Group for any interests in equity-accounted investees acquired in a common control transaction.

3.1.4Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

3.2Financial instruments

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially recognised at their fair value plus directly attributable transaction costs for all financial assets or financial liabilities not classified at fair value through profit or loss.

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

3Material accounting policies (continued)

3.2Financial instruments (continued)

Financial assets are derecognised when the contractual rights to the cash flows from the financial assets expire or when the entity transfers the financial asset and the transfer qualifies for derecognition.

Financial liabilities are derecognised when they are extinguished. This occurs when the obligation specified in the contract is discharged, cancelled or expires.

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

Classification of financial assets

On initial recognition, a financial asset is classified as subsequently measured at amortised cost, FVOCI – debt instrument, FVOCI – equity investment; or FVTPL.

Debt instruments that meet the following conditions are subsequently measured at amortised cost:

-the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

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

3.2.1Financial assets

The business model

An assessment of business models for managing financial assets is fundamental to the classification of a financial asset. The Group determines the business models at a level that reflects how groups of financial assets are managed together to achieve a particular business objective.

Held to collect - Debt instruments measured at amortised cost

The following financial assets are classified within this category: Other financial asset at amortised cost, trade and other receivables, loans receivable, cash at bank.

Appropriate allowances for expected credit losses (‘ECLs’) are recognised in profit or loss in accordance with the Group’s accounting policy on ECLs.

The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance.

Changes in the carrying amount as a result of foreign exchange gains or losses, impairment gains or losses and interest income are recognised in profit or loss.

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

3Material accounting policies (continued)

3.2Financial instruments (continued)

Assessment whether contractual cash flows are SPPI

The assessment of whether contractual cash flows are solely payments of principal and interest (SPPI) involves evaluating the contractual terms of the financial asset to ensure that they give rise to cash flows that are consistent with a basic lending arrangement.

The principal amount represents the fair value of the financial asset at initial recognition, while interest is compensation for the time value of money, credit risk, and other basic lending risks and costs. Any contractual terms that introduce exposure to risks or volatility unrelated to a basic lending arrangement may result in the cash flows not being considered SPPI.

Interest income using the effective interest method

Interest income is recognised using the effective interest method and is included in the line item ‘Investment income’.

The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. For financial instruments other than purchased or originated credit-impaired financial assets, the effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding ECLs, through the expected life of the debt instrument, or where appropriate, a shorter period, to the gross carrying amount of the debt instrument on initial recognition.

For financial assets other than purchased or originated credit-impaired financial assets, interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for financial assets that have subsequently become credit-impaired.

3.2.1.1Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses.

3.2.1.2Trade receivables

Trade receivables which do not have a significant financing component are initially measured at their transaction price and are subsequently stated at their nominal value less any loss allowance for ECLs.

3.2.1.3Cash and cash equivalents

Cash and cash equivalents comprise cash in hand, demand deposits and time deposits with original maturities of three months or less from the date of instrument inception. Time deposits form an integral part of the Group’s cash management practices.

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

3Material accounting policies (continued)

3.2Financial instruments (continued)

3.2.2Financial liabilities

The Group initially recognises financial liabilities on the trade date at which the Group becomes a party to the contractual provisions of the instrument.

The Group has the following financial liabilities: debt securities issued, loans and borrowings and trade and other payables.

Such financial liabilities are recognised initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are measured at amortised cost using the effective interest method.

3.2.2.1Bank borrowings

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

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

3.2.2.2Other borrowings and debt securities issued

Subsequent to initial recognition, other borrowings and issued debt securities are measured at amortised cost using the effective interest method unless the effect of discounting is immaterial.

3.2.2.3Trade and other payables

Trade payables are classified with current liabilities and are stated at their nominal value unless the effect of discounting is material, in which case trade payables are measured at amortised cost using the effective interest method.

3.2.3Share capital

3.2.3.1Ordinary shares

Ordinary shares are classified as equity instruments. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

3Material accounting policies (continued)

3.3Investment Property

Properties treated as investments principally comprise buildings that are held for long term rental income or capital appreciation or both, and that are not occupied by the Group. Investment property is initially measured at cost including related transaction costs. Investment property is measured at fair value based on assessments conducted by professionally qualified independent architects or surveyors, in accordance with international valuation standards and established professional practices with recent experience of commercial property in Malta. In periods where an external valuation is not obtained, management reviews the significant inputs used in the previous valuation, evaluates any changes in property values compared to prior assessments, and consults with the independent valuer, where necessary. Fair value is based on active market prices, adjusted, if necessary, for any difference in the nature, location or condition of the specific asset.

Subsequent expenditure is charged to the asset’s carrying amount only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance costs are charged to the profit and loss account during the financial period in which they are incurred. Unrealised gains and losses arising from changes in fair value (net of deferred taxation) are initially recognised in profit or loss.

3.3.1Measurement of fair values

The Group owns investment property which is measured at fair value (refer to note 12).

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

For financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurements in its entirety, which are described as follows:

-Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

-Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and

-Level 3 inputs are unobservable inputs for the asset or liability.

For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis, the Group determines when transfers are deemed to have occurred between Levels in the hierarchy at the end of each reporting period.

3.4Impairment

The Group recognises a loss allowance for ECLs on the following financial instruments – debt instruments measured at amortised cost, finance lease receivables, loan commitments, cash and cash equivalents and trade and other receivables.

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

3Material accounting policies (continued)

3.4Impairment (continued)

The amount of ECLs is updated at each reporting date to reflect changes in credit risk since the initial recognition. For trade receivables that do not contain a significant financing component (or for which the IFRS 15 practical expedient for contracts that are one year or less is applied), the Group applies the simplified approach and recognises lifetime ECL. Balances with entities making part of the wider Burmarrad Group classified as trade receivables are separately assessed for ECL purposes under the general approach explained below.

Where the simplified approach is applied, the ECLs on these financial assets are estimated using a provision matrix based on the Group’s historical credit loss experience based on the past due status of the debtors, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date.

For all other financial instruments, the Group uses the general approach and recognises lifetime ECL when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on the financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECL (‘12m ECL’). The assessment of whether lifetime ECL should be recognised is based on significant increases in the likelihood or risk of a default occurring since initial recognition instead of on evidence of a financial asset being credit-impaired at the reporting date or an actual default occurring. Lifetime ECL represents the ECLs that will result from all possible default events over the expected life of a financial instrument. In contrast, 12m ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

Significant increase in credit risk

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group’s historical experience and informed credit assessment and including forward-looking information. Information considered includes financial data made available by the counterparty to the receivable as well as circumstances which could impact the counterparty’s liquidity and net asset position.

IFRS 9 includes a rebuttable presumption that credit risk has significantly increased when contractual payments are more than 30 days past due. The Group has rebutted this presumption and assumes that credit risk on a financial asset has increased significantly only when payments are more than 90 days past due. This rebuttal is based on the Group’s experience and knowledge of the market in view of the previous operations which took place within the wider Burmarrad Group, which indicate that amounts less than 90 days past due are not necessarily indicative of a significant increase in credit risk.

The Group’s knowledge in view of the previous operations within the wider Burmarrad Group considers a financial asset to be in default when:

-the customer is unlikely to pay its credit obligations to the Group in full; or

-the financial asset is more than 180 days past due and there is no agreement in place to offset the receivable against amounts due to the same customer

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

3Material accounting policies (continued)

3.4Impairment (continued)

Credit-impaired financial assets

A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred.

Evidence that a financial asset is credit-impaired includes observable data about the following events:

a)significant financial difficulty of the issuer or the borrower;

b)a breach of contract, such as a default or past due event;

c)the lender(s) of the borrower, for economic or contractual reasons relating to the borrower’s financial difficulty, having granted to the borrower a concession(s) that the lender(s) would not otherwise consider;

d)it is becoming probable that the borrower will enter bankruptcy or other financial reorganisation; or

e)the disappearance of an active market for that financial asset because of financial difficulties.

Write-off policy

The Group writes off a financial asset when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic prospect of recovery.

Measurement and recognition of ECLs

For financial assets, the credit loss is the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the Group expects to receive, discounted at the original effective interest rate. ECLs represent the weighted average of credit losses with the respective risks of a default occurring as the weights.

The assessment of the probability of default and loss given default is based on historical data adjusted by forward-looking information, including industry specific outlooks, where applicable. Where applicable, the financial position of the counterparties is also taken into consideration.

For a lease receivable, the cash flows used for determining the ECLs are consistent with the cash flows used in measuring the lease receivable in accordance with IFRS 16 Leases.

Presentation of allowance for ECL in the statement of financial position

Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.

3.4.1Non-financial assets

The carrying amounts of the Group’s non-financial assets (other than investment property and deferred tax assets), are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

The recoverable amount of an asset is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

3Material accounting policies (continued)

3.4Impairment (continued)

3.4.1Non-financial assets (continued)

An impairment loss is recognised if the carrying amount of an asset exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss unless impairment relates to assets which are measured at fair value, in which case it is treated as a revaluation decrease.

Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there

has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

3.5Leases

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

The lease term is determined as the non-cancellable period of a lease, together with both (a) periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option; and (b) periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option.

The Group as a lessor

Leases for which the Group is a lessor continue to be classified as finance or operating leases. Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards incidental to ownership to the lessee. All other leases are classified as operating leases. Lease classification is made at the inception of the lease, which is the earlier of the date of the lease agreement and the date of commitment by the parties to the principal provisions of the lease.

Leased assets are presented in the statement of financial position according to their nature and are tested for impairment in accordance with the Group’s accounting policy on impairment. Depreciable leased assets are depreciated in accordance with the Group’s accounting policy on depreciation. Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease unless another systematic basis is more representative of the pattern in which benefit from the use of the underlying asset is diminished. Initial direct costs incurred in obtaining an operating lease are added to the carrying amount of the leased asset.

Amounts due from lessees under a finance lease are presented in the statement of financial position as receivables at the amount of the Group’s net investment in the lease and include initial direct costs. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Group’s net investment in the finance lease.

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

3Material accounting policies (continued)

3.5Leases (continued)

In sale and leaseback transactions, when the transfer of an asset by the seller-lessee does not satisfy the requirements of IFRS 15 to be accounted for as a sale of such asset:

(a)The seller-lessee shall continue to recognise the transferred asset and shall recognise a financial liability equal to the transfer proceeds. It shall account for the financial liability applying IFRS 9.

(b)The buyer-lessor shall not recognise the transferred asset and shall recognise a financial asset equal to the transfer proceeds. It shall account for the financial asset applying IFRS 9.

3.6 Interest income

As further disclosed in the accounting policy on financial assets, interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable. Interest income is recognised to the extent that it is probable that future economic benefits will flow to the Group and these can be measured reliably.

3.7Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised from the time that expenditure for these assets and borrowing costs are being incurred and activities that are necessary to prepare these assets for their intended use or sale are in progress. Borrowing costs are capitalised until such time as the assets are substantially ready for their intended use or sale.

Borrowing costs are suspended during extended periods in which active development is interrupted. All other borrowing costs are recognised as an expense in profit or loss in the period in which they are incurred.

3.8Income tax

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in profit or loss except to the extent that it relates to items recognised directly in equity or in other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets.

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

3Material accounting policies (continued)

3.8Income tax (continued)

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

3.9Rental income

Rental income arising from operating leases on investment properties is recognized on a straight-line basis over the lease term.

4New standards and interpretations

4.1Relevant standards and amendments issued by the IASB effective during the current year

•Amendments to IAS 1 – Classification of Liabilities as Current or Non-Current (effective for financial years on or after 1 January 2024 by virtue of the October 2022 Amendments) and Non-Current Liabilities with Covenants. The amendments affect only the presentation of liabilities in the statements of financial position and not the amount or timing of recognition of any asset, liability income or expenses, or the information that entities disclose about those items. The amendments:

a)clarify that the classification of liabilities as current or non-current should be based on rights that are in existence at the end of the reporting period and align the wording in all affected paragraphs to refer to the "right" to defer settlement by at least twelve months and make explicit that only rights in place "at the end of the reporting period" should affect the classification of a liability, and covenants that need to be complied with after the reporting period should not affect that classification;

b)clarify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability;

c)make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services; and

d)introduce additional presentation and disclosure requirements for liabilities that are subject to covenants.

•Amendments to IAS 7 – Statements of Cash Flows and IFRS 7 – Financial Instruments Disclosures: Supplier Finance Arrangements (effective for financial periods beginning on or after 1 January 2024).

•Amendments to IFRS 16 Leases – Lease Liability in a Sale and Leaseback (effective for financial periods beginning on or after 1 January 2024).

The adoption of these amendments to IFRSs as adopted by the EU did not materially affect the Group or its accounting policies.

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

4New standards and interpretations (continued)

4.2Relevant standards and amendments issued by the IASB but not yet effective

As the date of approval of these consolidated financial statements, a number of new standards, amendments and interpretations to existing standards have been published but are not yet effective for the current reporting period and which have not been adopted early by the Group.

4.2.1 IFRS 18 ‘Presentation and Disclosure in Financial Statements’

IFRS 18 ‘Presentation and Disclosure in Financial Statements’, which becomes effective (subject to endorsement by the EU) for financial periods beginning on or after 1 January 2027, will replace IAS 1 Presentation of Financial Statements. It nevertheless carries forward many of the requirements in IAS 1. The main changes brought about by IFRS 18 are the introduction of new requirements to:

a)present specified categories and defined subtotals in the statement of profit or loss, with special rules applicable to entities whose main business activity is to invest in assets and/or provide financing to customers;

b)provide disclosures on management-defined performance measures in the notes to the financial statements, whereby information about any such alternative performance measures must be presented in a single note that must include, amongst others, reconciliations to the most directly comparable subtotal listed in IFRS 18; and

c)improve aggregation and disaggregation by including which characteristics to consider when assessing whether items have similar or dissimilar characteristics.

In addition, all entities are required to use the operating profit subtotal as the starting point for the statement of cash flows when presenting operating cash flows under the indirect method.

The Group is still in the process of assessing the impact of the new standard particularly with respect to the structure of the Group’s statement of profit or loss, the statement of cash flows and the additional disclosures required for MPMs. The Group is also assessing the impact of how information is grouped in the financial statements, including for items currently labelled as ‘other’.

4.2.2 Amendments to the Classification and Measurement of Financial Instruments

Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7), which become effective (subject to endorsement by the EU) for financial periods beginning on or after 1 January 2026:

a)permit an entity to deem a financial liability (or part of it) that will be settled in cash using an electronic payment system to be discharged before the settlement date if specified criteria are met, including that the entity neither has the practical ability to access the cash or to withdraw, stop or cancel the payment instruction, nor has any significant settlement risk;

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

4New standards and interpretations (continued)

4.2Relevant standards and amendments issued by the IASB but not yet effective (continued)

4.2.2 Amendments to the Classification and Measurement of Financial Instruments (continued)

b)provide clarification on the assessment of whether the contractual cash flows on a financial asset represent solely payments of principal and interest, with additional examples now provided in IFRS 9, and additional guidance on assessing:

owhether contractual terms are consistent with a basic lending arrangement;

oassets with non-recourse features; and

ocontractually-linked instruments;

c)introduce additional disclosures for investments in equity instruments designated at fair value through other comprehensive income; and

d)introduce new disclosures in relation to contractual terms that could change the timing or amount of contractual cash flows on the occurrence (or non-occurrence) of a contingent event that does not relate directly to changes in basic lending risks and costs.

The changes resulting from amendments to IFRS 9 and IFRS 7 (Classification and Measurement of Financial Instruments) are in the process of being assessed by the Group to determine the potential effect on the financial statements of the Group.

The amendments to IAS 21, IFRS 9 and IFRS 7 (Contracts Referencing Nature-dependent Electricity), the Annual Improvements Volume 11, and the introduction of IFRS 19 are not expected to have a significant impact on the Group’s consolidated financial statements.

4.2.3 Other accounting standards

The following new and amended accounting standards are not expected to have a significant impact on the Group’s consolidated financial statements.

•Amendments to IAS 21 – The Effects of Change in Foreign Exchange Rates – lack of exchangeability (effective for financial periods beginning on or after 1 January 2025);

•Amendments to IFRS 9 and IFRS 7 – Contracts Referencing Nature-dependent Electricity (effective for financial periods beginning on or after 1 January 2026);

•Annual Improvements Volume 11 (effective for financial periods beginning on or after 1 January 2026);

•IFRS 19 – Subsidiaries without Public Accountability: Disclosures (effective for financial periods beginning on or after 1 January 2027, subject to endorsement by the EU);

5Operating segments

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

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

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

5Operating segments (continued)

Products and services from which reportable segments derive their revenues

Information reported to the Group’s board of directors (the Chief Operating Decision Makers (CODM)) for the purposes of resource allocation and assessment of performance is focused on the nature of operating activities conducted across the Group’s business segments. In line with the requirements of IFRS 8, the Group has identified the following reportable segments:

-Property investment and development

-Asset leasing and financing

The Property investment and development segment includes immovable properties held for the generation of rental income as well as properties acquired for development purposes, reflecting the Group’s strategy of capital appreciation and recurring income generation through property management and development activities. The Asset leasing and financing segment comprises a fleet of vehicles and equipment which are leased or financed to related parties. Further information about such leases is included within Note 14 and 15. The Group’s operations are structured around these segments based on the distinct nature of their activities and strategic objectives. Financial information is reported separately for each segment to the CODM to facilitate decision-making and performance evaluation.

Segment revenues and profits

The following is an analysis of the Group’s revenue and results by reportable segment in 2024:

	Segment revenue 31/01/2025	Segmentrevenue 31/01/2024	Segment profit 31/01/2025	Segment profit 31/01/2024
	€	€	€	€
Property investment and development	40,848	8,500	136,091	156,511
Fleet leasing and financing	1,588,919	-	626,585	-
Total	1,629,767	8,500	762,676	156,511
The Segment profit could be reconciled to the profit shown on the Consolidated statement of comprehensive income as:
Investment income			145,947	-
Deferred tax			(189,200)	-
General finance costs			(63,680)	-
General administrative expenses			(11,029)	-
Profit for the year			644,714	156,511

Fleet leasing and financing segment revenues are made up of interest income on financial assets due by related parties while Property investment and development revenues are all derived from external customers. There were no intersegment sales in the current year (2024: €Nil).

An amount of €145,947 (2024: €Nil) recorded as Investment income during the current period has not been allocated to a reportable segment. Finance cost recorded for the Property investment and development segment was €Nil (2024: €Nil) and for the Fleet leasing and financing sector, it amounted to €747,801 (2024: €Nil).

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

5Operating segments (continued)

The accounting policies of the reportable segments are the same as the Group’s accounting policies described in note 3. Segment profit represents the profit earned by each segment without allocation of the share of profits of associates, central administration costs including directors’ salaries, finance income, non-operating gains and losses in respect of financial instruments and finance costs, and income tax expense. This is the measure reported to the Group’s Chief Executive for the purpose of resource allocation and assessment of segment performance.

Segment Assets

	31/01/2025	31/01/2024
	€	€
Property investment and development	4,508,410	3,745,202
Fleet leasing and financing	18,636,660	-
Total segment assets	23,145,070	3,745,202
Unallocated assets	20,684,346	15,823,516
Consolidated total assets	43,829,416	19,568,718

For the purposes of monitoring segment performance and allocating resources between segments the Group’s Chief Executive monitors the tangible, intangible and financial assets attributable to each segment. All assets are allocated to reportable segments with the exception of investments in associates, a loan receivable, deferred tax asset, trade and other receivables and cash and cash equivalents.

Other segment information

	Depreciation and amortisation		Additions to non-current assets
	31/01/2025	31/01/2024	31/01/2025	31/01/2024
	€	€	€	€
Property investment and development	-	-	428,208	1,645,202
Fleet leasing and financing	-	-	18,636,660	-

Additions to non-current assets exclude additions to financial instruments, deferred tax assets and net defined benefit assets.

Geographical information

The Group’s revenue from external customers and its assets (non-current assets excluding financial instruments, deferred tax assets, and other financial assets) are entirely attributable to operations located in Malta

Information about major customers

Revenues from fellow subsidiaries (within the wider Burmarrad Group) not part of the Group, classified under the Fleet leasing and financing segment represented approximately €1,588,919 (2023: € Nil) of the Group's total revenues. A separate amount of €145,947 (2023: €Nil) recorded as investment income during the current period has been recorded from a loan given to a fellow subsidiary within the Burmarrad group. This income has not been allocated to any reportable segment.

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

6Administrative expenses

Administrative expenses are made up of the following expenses:

	2025	2024
	€	€
Directors’ remuneration (Note 7)	57,217	-
Audit fees	30,000	9,000
Professional fees	72,063	14,094
Management fees	80,000	-
Registration fees	9,892	85
Bank charges	8,104	1,171
Other expenses	3,732	2,255
	261,008	26,605

There were no fees charged by the audit firm for non-audit services rendered during the financial years ended 31 January 2025 and 2024.

7Key management personnel compensation

	2025	2024
	€	€
Directors’ emoluments	57,217	-

During the year, the Group had three non-executive directors who were not engaged on a full-time basis. The aggregate hours contributed by these directors were equivalent to one full-time employee during the reporting period (2024: Nil).

8Investment income

	2025	2024
	€	€
Interest income on finance lease receivables (Note 14)	114,730	-
Interest income on related party loan (Note 15)	145,947	-
Interest income on other financial assets at amortised cost (Note 15)	1,474,189	-
	1,734,866	-

During 2024 the Group entered into lease agreements with other fellow subsidiaries within the Burmarrad Group as disclosed in note 14. Investment income for the period is calculated on the basis of the effective interest method.

Other financial assets at amortised cost comprise receivables arising from financing arrangements entered into by the Group with related entities forming part of the Burmarrad Group. These arrangements involve the sale and leaseback of commercial vehicles, rental vehicles, and other fixed assets as disclosed in note 15.

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

8Investment income (continued)

As explained in Note 2.4, the acquisition of these motor vehicles from fellow subsidiaries within the Burmarrad Group, followed by their leaseback to the original sellers, does not result in a transfer of control of the underlying assets to the Group and are therefore not accounted for as a sale by the fellow subsidiaries within the Burmarrad Group. Accordingly, the transactions fall within the scope of IFRS 9 Financial Instruments, and the resulting balances are accounted for as financial assets measured at amortised cost.

9Finance costs

	2025	2024
	€	€
Finance cost on debt securities in issue	747,801	-

10Other revenue

	2025	2024
	€	€
Rental income	40,848	8,500

11Income tax expense

The tax charge for the year and the result of the accounting profit/(loss) multiplied by the tax rate applicable for the Group in Malta, the Group’s country of incorporation, are reconciled as follows:

	2025	2024
	€	€
Profit/(loss) before income tax	1,193,953	(10,213)
Income tax using the Group’s domestic tax rate of 35%	(417,884)	3,575
Tax effect of expenses not allowed for tax purposes	(103,584)	(9,313)
Difference in tax rules applicable to immovable property	(125,550)	168,000
Difference in tax rates applied to rental income	8,170	1,700
Share of profit of equity-accounted investee reported, net of tax	70,613	2,762
Recognition of previously unrecognized tax losses	18,996	-
Tax (charge)/credit for the year	(549,239)	166,724

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

11Income tax expense (continued)

	2025	2024
	€	€
Current tax expense	(352,235)	(1,276)
Deferred tax (expense)/income	(197,004)	168,000
	(549,239)	166,724

12Investment property

	Investment property
	€
Cost
At 1 February 2023	2,100,000
Additions	1,645,202
At 1 February 2024	3,745,202
Additions	428,208
Change in fair value	335,000
At 31 January 2025	4,508,410
Carrying amount
At 31 January 2025	4,508,410
At 31 January 2024	3,745,202

12.1At 31 January 2024, investment property amounting to €3,745,202 was subject to a special hypothec to secure banking facilities availed by a fellow subsidiary within the Burmarrad Group. These hypothecs were cancelled during the year under review upon settlement of same banking facilities. Investment property with a value of €972,675 is subject to a special hypothec in favour of the bank for the funds borrowed (Note 22).

12.2Investment property consists of land situated in Burmarrad, properties held for development purposes, garages, commercial and residential buildings in Burmarrad and a restaurant in Nadur. An amount of €972,675 included within the carrying amount as at 31 January 2025 was investment property under construction throughout the year. The Group has not entered into any contractual obligations to purchase, construct, or develop investment property, nor has it entered into any contractual obligations for repairs, maintenance, or enhancements of investment property. Rental income of €40,848 (2024: €8,500) has been included within other revenue on the Consolidated Statement of Comprehensive Income as disclosed in note 10.

12.3 During the year ended 31 January 2024, the Group recognised an addition to investment property amounting to €1,560,000 through a non-cash transaction. The property was initially acquired by recognising an amount due to related parties under common control. This amount was subsequently reassigned as a payable due to the immediate parent of the Group and ultimately capitalised as part of the issued share capital of the Group. As this transaction did not involve the use of cash or cash equivalents, it is excluded from the statement of cash flows.

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

12Investment property (continued)

12.4Investment property is revalued by professionally qualified independent architects or surveyors on the basis of assessments of the fair value of the property in accordance with international valuations standards and professional practice with recent experience of commercial property in Malta. An updated valuation is carried out where management identifies potential discrepancies following discussions with the architect or other external experts. In the periods where a valuation is not obtained, management verifies all major inputs to the previously obtained independent valuation report, assesses any property valuation movements when compared to the prior period valuation reports and holds discussions with the independent valuer, as necessary. The fair value of the Group’s investment property as at 31 January 2025 amounts to €4,508,410 (31 January 2024: €3,745,202). The directors are of the opinion that the fair value of the property required adjustment as at 31 January 2025, resulting in a revaluation of €335,000 based on the independently obtained valuation report. There has been no change to the valuation technique during the year.

12.5In estimating the fair value of the properties, the highest and best use of the properties is their current use.

12.6The Group’s property has been determined to fall within level 3 of the fair valuation hierarchy as defined in note 3.3.1.

12.7Rental income derived from investment property is disclosed in note 10. There were no direct operating expenses incurred in the generation of this rental income.

12.8The table below includes further information about the Group’s level 3 fair value measurements.

As at 31 January 2025	Significant observable input	Narrative sensitivity
Commercial property, including restaurant	Estimated sales value of €2,000 per square metre (31.01.2024: €2,000 per square metre)	The higher the sales price per square metre, the higher the fair value
Garages and storage	Estimated sales value ranging from €1,500 to €2,800 per square metre (31.01.2024: €650 to €2,800 per square metre)	The higher the sales price per square metre, the higher the fair value
Residential property	Estimated sales value ranging from €2,000 to €2,300 per square metre (31.01.2024: €2,000 to €2,300 per square metre)	The higher the sales price per square metre, the higher the fair value
Development site	Estimated sales value of €2,600 per square metre (31.01.2024: €2,600 per square metre)	The higher the sales price per square metre, the higher the fair value
Agricultural land	Estimated sales value of €50 per square metre (31.1.2024: €50 per square metre)	The higher the sales price per square metre, the higher the fair value

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

12Investment property (continued)

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

13Equity accounted investee

13.1The carrying value of the investment in associates as at 31 January 2025 is:

	Total
	€
At 1 February 2023	-
Additions	15,600,000
Share of results	7,892
At 31 January 2024	15,607,892
Share of results (Note 13.3)	201,750
At 31 January 2025	15,809,642

13.2On 19 January 2024, the Group acquired 19.31% interest in BBT p.l.c., the registered address of which is The Watercourse Zone 2, Central Business District, Mdina Road, Birkirkara, Malta. BBT p.l.c. was established jointly with other third parties for the purposes of acquiring, developing, and managing commercial real estate assets. The Group has accounted for its interest in BBT p.l.c. at the fair value of the consideration transferred at inception.

The Group has the right to appoint one of the three directors of the board of BBT p.l.c and is therefore deemed to have significant influence over the investee. As a result, the investment was classified as an associate upon acquisition.

BBT p.l.c has a financial year end of 31 December, which differs from the Group’s financial year end of 31 January. In preparing the consolidated financial statements, the Group used the unaudited financial information of BBT p.l.c.for the year ended 31 December 2024. No adjustments were made for the different year end as management assessed that the effect of any transactions or events during this period was not significant to the Group’s financial position or performance. The following table illustrates financial information for BBT p.l.c.

Financial Information of BBT p.l.c.

The following table summarises the latest available financial information of BBT p.l.c. as at 30 September 2024 (Jan-2024: 31 December 2023).

	30.09.2024	31.12.2023
(Unaudited)	€	€
Current assets	8,879,694	3,842,977
Non-current assets	99,354,872	89,613,707
Current liabilities	(3,567,817)	(1,936,399)

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

13.

Equity accounted investee (continued)

	30.09.2024	31.12.2023
	€	€
Non-current liabilities	(30,609,012)	(21,484,697)
Equity	74,057,737	70,035,588
Group’s share in equity – 19.31%	14,300,549	13,523,872
Effect of pre-acquisition profits	-	649,295
Goodwill	1,434,725	1,434,725
Other movements	74,368	-
Group’s carrying amount of the investment	15,809,642	15,607,892
Revenue (Note 13.3)	3,770,551	1,745,063
Profit for the year (Note 13.3)	1,044,794	465,264
Group’s share of total comprehensive income for the year/period – 19.31% acquired on 19 January 2024	201,750	7,892

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

13.3 As BBT p.l.c. has not yet finalised its December 2024 financial statements, the Group extrapolated its share of the associate's profit for the period up till 31 December 2024, using financial information up to 30 September 2024. The extrapolation is summarised below:

Extrapolated Statement of Comprehensive Income	€
Revenue	3,770,551
Administrative expenses	(1,198,863)
Extrapolated operating profit	2,571,688
One-time costs	(39,422)
Finance income	249,070
Finance costs	(1,040,012)
Extrapolated profit before tax	1,741,324
Income tax expense	(696,530)
Extrapolated profit for the year	1,044,794
Group’s share of extrapolated profit (19.31%)	201,750

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

13.Equity accounted investee (continued)

Key considerations and assumptions

The Group’s share of profit has been calculated based on the September 2024 figures, extrapolated to the associate’s year-end. There were no significant changes in the associate's operations, and therefore management reasonably assumes that the revenue and expenses for the period can be extrapolated.

Management did not identify one-time material costs that occurred during the last quarter of 2024.The impact of any transactions or events during the unreported period was deemed insignificant.

14Finance lease receivables

During the year, the Group entered into finance leasing arrangements as a lessor for commercial vehicles, rental vehicles and other fixed assets to entities under common control. The vehicles and other fixed assets are necessary for the operation of the vehicle rental operations of such entities. The average term of finance leases entered into ranges from 5 to 12 years. Some of these lease contracts include extension or early termination options.

The Group is not exposed to foreign currency risk as a result of the lease arrangements, as all leases are denominated in Euro.

At the end of the reporting period, the respective lessees had outstanding undiscounted lease payments for finance leases, which fall due as follows:

	2025	2024
	€	€
Amounts receivable under finance leases:
Year 1	201,400	-
Year 2	206,269	-
Year 3	211,647	-
Year 4	218,014	-
Year 5	266,859	-
More than 5 years	2,062,538	-
Total undiscounted lease payments	3,166,727	-
Less: unearned finance income	(1,283,056)	-
Net investment in the lease	1,883,671	-

Finance income on the net investment in the lease amounted to EUR114,730 (2024 – €NIL).

No ECL has been recognised on the finance lease receivable as there is no indication of a significant increase in credit risk and the amount is considered fully recoverable (2024: €Nil).

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

15Financial assets

	2025	2024
	€	€
Non-current
Related party loan receivable (Note 15.1)	3,075,084	-
Other financial assets at amortised cost (Note 15.2)	11,009,309	-
	14,084,393	-
Current
Other financial assets at amortised cost (Note 15.2)	5,743,680	-

15.1The Group issued loans amounting to €4,200,000 to a fellow subsidiary, Burmarrad Commercials Limited. This loan is unsecured, bears interest at an annual rate of 6.35% and is repayable in 2034. A loss allowance of €85,006 (2024: € Nil) has been recognized on Related party loans receivable and recognised as impairment losses on financial assets within the consolidated statement of comprehensive income.

15.2During the period, the Group entered into financing arrangements with fellow subsidiaries within the Burmarrad Group through the sale and leaseback of commercial vehicles, rental vehicles and other fixed assets. The average term of the financing arrangements ranges from 1 to 5 years, bearing an interest of 10% per annum.

	2025	2024
	€	€
Amount expected to be received within 12 months included with current assets	5,743,680	-
Amount expected to be received after 12 months included with non-current assets	11,009,309	-
	16,752,989	-

The interest income recorded on the above financing arrangements is disclosed in Note 8. No ECL has been recognised on the other financial assets at amortised cost as there is no indication of a significant increase in credit risk and the amount is considered fully recoverable (2024: €Nil).

	Related party loan receivable	Other financial asset at amortised cost	Total
	€	€	€
Amortised cost
At 1.2.2024	-	-	-
Additions	3,075,084	16,752,989	19,828,073
At 31.1.2025	3,075,084	16,752,989	19,828,073

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

16Deferred tax

16.1 Deferred tax asset

	2025	2024
	€	€
Opening balance	-	-
Recognised in P&L	18,996	-
Closing balance	18,996	-

The deferred tax asset arose on unutilised tax losses carried forward. The recognition of prior year losses during the current year does not impact the recognition of the deferred tax asset in the current year.

16.2 Deferred tax liability

	2025	2024
	€	€
Opening balance	-	-
Recognised in P&L	216,000	-
Closing balance	216,000	-

Deferred tax is provided using the liability method for temporary differences arising on movements in the fair value of immovable investment property. Being owned investment properties, the calculation of the deferred tax provision for the year ended 31 January 2025 is calculated on the taxation rules on capital gains upon a transfer of immovable property implements through Act XIII of 2015. The rate of income tax applicable is a final withholding tax of 8% on the value of the property.

The deferred tax liability arose due to an increase in the fair value of investment property registered during the year ended 31 January 2025 and has been credited to the profit or loss.

17Trade and other receivables

	2025	2024
	€	€
Amount due from fellow subsidiaries within the Burmarrad Group	850,954	-
Prepayments	32,693	97,476
Other receivables	3,130	4,900
	886,777	102,376

The amounts due from the fellow subsidiaries within the Burmarrad Group are unsecured, interest free and repayable on demand. A loss allowance of €23,426 (2024: € Nil) has been recognised on amounts due from fellow subsidiaries within the Burmarrad Group and recognised as impairment losses on financial assets within the consolidated statement of comprehensive income.

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

18Cash and cash equivalents

18.1 Cash at bank

	2025	2024
	€	€
Cash at bank	987,165	113,248
Loss allowance at year end	(1,270)	-
Cash at bank	985,895	113,248

A loss allowance of €1,270 (2024: € Nil) has been recognised on cash and cash equivalents and recognised as impairment losses on financial assets within the consolidated statement of comprehensive income.

18.2Financing Activities

The following table provides a reconciliation of movements of liabilities to cash flows arising from financial activities as presented in the consolidated statement of cash flow:

		Liabilities
	Note	Bank borrowings	Short-term borrowings	Debt securities issued	Loans due to related parties
Balance at 1 February 2024		299,683	140,234	-	-
Changes from financing cash flows
Proceeds from issue of debt securities	20	-	-	16,000,000	-
Payment of transaction costs relating to debt securities issued	20	-	-	(305,441)	-
Proceeds from loans and borrowings	22	216,117	-	-	-
Total changes from financing cash flows		216,117	-	15,694,559	-
Other liability related changes
Amounts due to fellow subsidiaries within the Burmarrad Group for acquisition of assets subject to financing arrangement	15.2,21	-	-	-	2,161,001
Interest expense	20	-	-	747,801	-
Total liability-related other changes		-	-	747,801	2,161,001
Balance at 31 January 2025		515,800	140,234	16,442,360	2,161,001

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

19Equity

19.1Share capital

	Issued Class ‘A’ shares	Issued class ‘B’ shares	Total
	€	€	€
Issued share capital of €1 each (at par value) 100% paid up at 1.2.2023	1,200	-	1,200
Issue of shares of on 23.1.2024	10,519,999	1	10,520,000
Issued share capital of €1 each (at par value) 100% paid up at 31.1.2024	10,521,199	1	10,521,200
Issue of shares on 26.3.2024	3,605,800	-	3,605,800
On issue at 31.1.2025 of €1 each (at par value) 100% paid up	14,126,999	1	14,127,000

On 23 January 2024 the Group increased the authorised share capital from one thousand two hundred Euro (€1,200) divided into one thousand two hundred (1,200) ordinary shares of a nominal value of €1 each to fifteen million Euro (€15,000,000) divided into fourteen million, nine hundred and ninety-nine thousand, nine hundred and ninety-nine (14,999,999) Ordinary ‘A’ shares of one Euro (€1) each and one (1) Ordinary ‘B’ Share of one Euro (€1) each.

On 26 March 2024, the Group issued three million, six hundred and five thousand, eight hundred (3,605,800) Ordinary ‘A’ shares of €1 each at par, by way of a non-cash transaction. This relates to a capitalisation of an amount which was payable to the Parent Company on demand and which value was deemed to be an approximation of the fair value as at that date.

The holders of Class A Shares have the right to attend and vote in respect of any and all matters at general meetings of the Group. Class A shares entitle the holders to one vote in respect of each share. The holders of the ‘B’ Shares shall have the right to receive notice and to attend at general meetings of the Group but shall not have the right to vote on any matter at such general meetings.

The holders of the ‘A’ shares have the right to receive dividends and to participate in the profits of the Group and in the distribution of assets of the Group upon winding-up. The holders of the ‘B’ Shares shall not have the right to receive dividends or to participate in the profits of the Group or in the distribution of assets of the Group upon winding up, except for a return of capital upon such winding up.

19.2Other reserve

	2025	2024
	€	€
Other reserve	989,768	870,768

The Other reserve comprises non-distributable earnings arising from fair value adjustments. During the year, a fair value uplift of €335,000 (2024: €Nil) and a deferred tax charge of €216,000 (2024: €Nil) related to these fair value adjustments was transferred to the Other reserve.

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

20Debt securities issued

	2025	2024
	€	€
Non-current
Bonds in issue	15,715,927	-
Current
Bonds in issue – accrued interest	726,433	-

The Company has issued by means of a prospectus an aggregate of €16,000,000 5.85% bonds of a face value of €100 per bond payable in full upon subscription and to be redeemed and finally repaid at their face value on 14 May 2034. Such offer has been fully subscribed.

The carrying amount in the statement of financial position is gross of interest and net of transaction costs. Transaction costs incurred in connection with debt securities issued during the year amounted €305,441 (2024: €NIL). The amortisation of these transaction costs, recognised in the profit and loss statement amounted to €21,368 (2024: €NIL).

The bonds are secured by the collateral which consist of:

a)the BBT Pledge, namely the first ranking pledge over the 22,680 Ordinary A shares of a nominal value of €1.00 each, fully paid up, in the capital of BBT p.l.c. held by the Issuer (the BBT Pledged Shares); and

b)the BGFL Pledge, namely the first ranking pledge over the 1,200 ordinary shares of a nominal value of €1.00 each, fully paid up, in the capital of Burmarrad Group Fleets Limited, and constituting the totality of the issued share capital of the said Burmarrad Group Fleets Limited, held by the Issuer (the BGFL Pledged Shares).

The bonds are subject to the terms and conditions in the prospectus dated 28 March 2024. The quoted market price as at 31 January 2025 for the debt securities was €105.75.

21Loans due to related parties

	2025	2024
	€	€
Amounts due to fellow subsidiaries within the Burmarrad Group	2,161,001	-

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

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

22Borrowings

22.1

	2025	2024
	€	€
Falling due within one year:
Loan from key management personnel	140,234	140,234
Falling due in between two and five years:
Bank Loans	515,800	299,683

22.2The bank loan is secured by a first general hypothec over assets owned by one of the subsidiaries included in the consolidated financial statements and disclosed in Note 13, by a special hypothec over the property in respect of which the loan has been taken and by a pledge taken over a contractors’ insurance policy covering the property being hypothecated. The bank loan is repayable by 31 January 2027 and bears interest at 1.35% over the bank’s base rate.

22.3The loan from key management personnel is unsecured, interest free and repayable on demand.

23Trade and other payables

	2025	2024
	€	€
Non-current
Deferred income	72,596	97,780
Current
Trade payables	110,368	-
Other related parties	98,180	98,180
Amounts owed to fellow subsidiaries within the Burmarrad Group	910,962	659,330
Amounts due to equity holders of the parent	588	588
Accruals	149,806	100,906
Deferred income	30,021	26,160
Indirect taxation	324,601	360
Other payables	2,488	1,000
	1,627,014	886,524

The amounts due to the related companies and fellow subsidiaries within the Burmarrad Group are unsecured, interest free and repayable on demand. Amounts due to other related parties are due to related parties that share the same ultimate controlling party as the Group.

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

24Financial instruments

24.1Overview

The exposures to risk and the way risks arise, together with the Group’s objectives, policies and processes for managing and measuring these risks are disclosed in more detail below. The objectives, policies and processes for managing financial risks and the methods used to measure such risks are subject to continual improvement and development. These are overseen by the Board of Directors, which is responsible for developing the Group’s financial risk management policies and monitoring compliance with them.

Where applicable, any significant changes in the Group’s exposure to financial risks or the manner in which the Group manages and measures these risks are disclosed below. Where possible, the Group aims to reduce and control risk concentrations. Concentrations of financial risk arise when financial instruments with similar characteristics are influenced in the same way by changes in economic or other factors. The amount of the risk exposure associated with financial instruments sharing similar characteristics is disclosed in more detail in the notes to the financial statements.

24.2Credit risk

Credit risk refers to the risk that a counterparty will cause a financial loss for the Group by failing to discharge an obligation. Financial assets which potentially subject the Group to concentrations of credit risk consist principally of receivables, loans, investments and cash at bank.

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk by type of counterparty together with credit risk rating at 31 January 2025 was:

	Gross carrying amount	Loss allowance	Net carrying mount
	€	€	€
Finance lease receivables	1,883,671	-	1,883,671
Financial asset at amortised cost	16,752,989	-	16,752,989
Related party loan receivable	3,160,090	(85,006)	3,075,084
Trade receivables - Amounts due from fellow subsidiaries within the Burmarrad Group	874,380	(23,426)	850,954
Other receivables	3,130	-	3,130
Cash at bank	987,165	(1,270)	985,895
	23,661,425	(109,702)	23,551,723

The Group considers that its cash and cash equivalents have low credit risk based on the external credit ratings of the counterparties. In assessing whether there has been a significant increase in credit risk, the Group considered financial data made available by the counterparty as well as any known circumstances that could impact the counterparty’s liquidity and net asset position; based on this assessment, no significant increase in credit risk was identified.

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

24Financial instruments (continued)

24.2Credit risk (continued)

On the basis of the assessment carried out, the Group considers that the finance lease receivables and financial assets measured at amortised cost are subject to low credit risk. This assessment is supported by the underlying assets, which could be re-possessed by the Group in the event of a counterparty default. The related amounts are not past due, and no loss allowance has been recognised on these financial assets.

The creditworthiness of the counterparty to the related party loan receivable has been assessed on the basis of the latest financial data, which resulted in a probability of default of 2.69% through the general approach to ECL, leading to a loss allowance of €85,006 (2024: €Nil).

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk by type of counterparty together with credit risk rating at 31 January 2024 was:

	Gross carrying amount	Loss allowance	Net carrying mount
	€	€	€
Other receivables	4,900	-	4,900
Cash at bank	113,248	-	113,248
	118,148	-	118,148

The Group’s exposure to credit risk is influenced mainly by the individual characteristic of each customer. The Group’s customer base consists solely of related parties.

The aging period of trade receivables has been assessed and all amounts recorded as trade receivables were not past due as at the reporting date. The Group limits its exposure to credit risk from trade receivables by establishing a maximum payment period of one month. The Group’s impairment of Trade receivables for the year ended 31 January 2024 was € Nil.

24.3Liquidity risk

The Group’s exposure to liquidity risk arises from its obligations to meet its financial liabilities, which comprise of debt securities in issue, loans due to related parties, bank borrowings, trade and other payables and amounts due to other related parties (see notes 20, 21, 22 and 23). Prudent liquidity risk management includes maintaining sufficient cash to ensure the availability of an adequate amount of funding to meet the Group’s obligations when they become due. The Group does not have any committed credit facilities in place as at 31 January 2025.

The Group monitors its liquidity position on an ongoing basis through cash flow forecasting and regular reviews of actual versus projected cash flows to ensure that sufficient funds are available to meet its obligations as they fall due.

The following are the remaining contractual maturities of financial liabilities based on the earliest date on which the Group may be required to pay, including estimated interest payments:

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

24Financial instruments (continued)

24.3Liquidity risk (continued)

	Financial Liabilities
	Carrying amount	Contractual undiscounted cash flows	Less than one year	Between 1 and 2 years	Between 2 and 5 years	Over 5 Years
As at 31 January 2025
Debt securities	16,442,360	24,422,433	726,433	936,000	2,080,000	20,680,000
Loans due to related parties	2,161,001	2,161,001	-	-	-	2,161,001
Bank borrowings	515,800	606,065	18,053	18,053	569,959	-
Borrowings	140,234	140,234	140,234	-	-	-
Trade and other payables	1,627,014	1,627,014	1,627,014	-	-	-
Current tax liability	352,724	352,724	-	-	-	-
Total non-derivatives	21,239,133	29,309,471	2,511,734	954,053	2,649,959	22,841,001
As at 31 January 2024
Bank borrowings	299,683	331,150	10,489	10,489	310,172	-
Borrowings	140,234	140,234	140,234	-	-	-
Trade and other payables	860,364	860,364	860,364	-	-	-
Total non-derivatives	1,300,281	1,331,748	1,011,087	10,489	310,172	-

24.4Market risk

Market risk is the risk that changes in market prices, such as interest rates will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. This risk is managed and monitored through regular sensitivity analyses and by closely tracking interest rate movements to assess their potential impact on the Group’s financial position and performance. The Group is not exposed to currency risk as its transactions are carried out in Euro, the functional currency.

Interest rate risk

The Group has taken out bank facilities to finance its operations as disclosed in note 22. The interest rates thereon and the terms of such borrowings are disclosed accordingly. The Group has issued a bond, the terms of which are disclosed in note 20. The Group has variable and fixed interest-bearing financial liabilities and does not enter into financial instruments to hedge against this interest rate risk.

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

24Financial instruments (continued)

24.4Market risk (continued)

Profile

At the reporting date, the interest rate profile of the Group’s interest-bearing financial instruments were:

	2025	2024
	€	€
Fixed instruments
Finance lease receivable	1,883,671	-
Financial asset at amortised cost	16,752,989	-
Related party loan receivable	3,160,090	-
Debt securities	(16,442,360)	-
Variable rate instruments
Bank loans	(515,800)	(299,683)

Fair value sensitivity analysis for fixed rate instruments

The Group does not account for fixed rate financial assets and liabilities at fair value through profit and loss and does not enter into hedging instruments to hedge against this risk. Therefore, a change in interest rates at the end of the reporting period would not affect profit or loss.

Cash flow sensitivity analysis for variable rate instruments

The directors do not deem the effect of variable rate instruments and variances in interest rates to have a significant effect on the Group’s cash flow and profit or loss.

24.5Capital management

The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern and to maximise the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of the items presented within equity in the statement of financial position.

The Group’s directors manage the Group’s capital structure and make adjustments to it, in light of changes in economic conditions. The capital structure is reviewed on an ongoing basis. Based on recommendations of the directors, the Group balances its overall capital structure through the payments of dividends, new share issues as well as the issue of new debt or the redemption of existing debt.

There were no changes in the Group’s approach to capital management during the period. The Group is not subject to externally imposed capital requirements.

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

24Financial instruments (continued)

24.6Fair values

At the reporting date, the carrying amounts of financial assets and financial liabilities approximated their fair values.

25Related parties

25.1The parent company is Burmarrad Group Limited, a company registered in Malta, with its registered address at Marjo, Burmarrad Road, Burmarrad, St. Paul’s Bay, SPB 9060. Consolidated financial statements are prepared by Burmarrad Group Limited. The ultimate controlling party of the Group is Mr. Mario Gauci.

25.2Related party transactions

Transactions with related companies during the year were as follows:

	2025	2024
	€	€
Impact on Statement of Comprehensive Income
Interest due on finance lease receivables charged to fellow subsidiaries within the Burmarrad Group	114,730	-
Interest due on financial assets charged to fellow subsidiaries within the Burmarrad Group	142,440	-
Interest due on other financial assets charged to fellow subsidiaries within the Burmarrad Group	1,474,189	-
Management fees charged by fellow subsidiary within the Burmarrad Group	80,000	-
Impact on Statement of Financial Position
Funds advanced by fellow subsidiaries within the Burmarrad Group	866,667	-
Advances to fellow subsidiaries within the Burmarrad Group	24,689,100	45,000
Payments on behalf of fellow subsidiaries within the Burmarrad Group	10,540,541	-
Net payments by fellow subsidiaries within the Burmarrad Group on behalf of the Group	273,751	43,522
Funds advanced by fellow subsidiaries within the Burmarrad Group in respect of financial assets at amortised cost	2,536,739	-
Funds advanced by fellow subsidiaries within the Burmarrad Group in respect of finance lease receivables	984,070	-
Sale of immovable property to fellow subsidiary within the Burmarrad Group	-	6,640,000
Acquisition of associate from parent company	-	15,600,000

As at 31 January 2024, investment property with a carrying amount of €3,745,202 was subject to a special hypothec securing banking facilities for a related company. These hypothecs were cancelled upon settlement of the facilities during the year. The above table depicts the movements in the respective balances throughout the period, with the balances together with the related terms being disclosed within the relevant notes to these financial statements.

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

26Subsequent events

KPMG92, Marina Street

Pietà, PTA 9044

Malta

Telephone(+356) 2563 1000

Fax(+356) 2566 1000

Websitewww.kpmg.com.mt

KPMG, a Maltese civil partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.

The firm is registered as a partnership of Certified Public Accountants in terms of the Accountancy Profession Act.

A list of partners and directors of the firm is available at 92, Marina Street, Pietà, PTA9044, Malta.

Independent Auditors’ Report

To the Shareholders of Burmarrad Group Assets plc

1Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of Burmarrad Group Assets plc and its subsidiaries (the “Group”), which comprise the consolidated statement of financial position as at 31 January 2025, the consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended, and notes, comprising material accounting policies and other explanatory information.

In our opinion, the accompanying consolidated financial statements:

(a)give a true and fair view of the consolidated financial position of the Group as at 31 January 2025, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the EU; and

(b)have been properly prepared in accordance with the provisions of the Companies Act, 1995 (Chapter 386, Laws of Malta) (the “Act”).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (“ISAs”). Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards) (“IESBA Code”), together with the ethical requirements that are relevant to our audit of the financial statements in accordance with the Accountancy Profession (Code of Ethics for Warrant Holders) Directive issued in terms of the Accountancy Profession Act (Chapter 281, Laws of Malta) (“APA”), and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements (as communicated to the audit committee), and include a description of the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

KPMG92, Marina Street

Pietà, PTA 9044

Malta

Telephone(+356) 2563 1000

Fax(+356) 2566 1000

Websitewww.kpmg.com.mt

The firm is registered as a partnership of Certified Public Accountants in terms of the Accountancy Profession Act.

A list of partners and directors of the firm is available at 92, Marina Street, Pietà, PTA9044, Malta.

Independent Auditors’ Report (continued)

To the Shareholders of Burmarrad Group Assets plc

Key Audit Matters (continued)

Classification and measurement of financing arrangements involving vehicles and other fixed assets

Accounting policy noted 2.4.1 to the consolidated financial statements and notes 14 and 15 for further disclosures

The key audit matter

Our response

As at 31 January 2025, the Group’s assets include financial assets at amortised cost amounting to €16,752,989 and finance lease receivables amounting to €1,883,671.

These balances arose from agreements entered into with entities under common control, whereby the Group acquired vehicles and other fixed assets which were subsequently leased back to related entities, including in some cases the original vendors. Furthermore, during the course of the year, new vehicles were acquired and leased to the same entities as above.

Initial recognition and classification of the agreements entered into involves significant complexities around the understanding of the terms and conditions of these agreements in order to determine whether they fall within the scope of IFRS 9 Financial instruments or IFRS 16 Leases, in the applicable financial reporting framework. In that regard, our key area of audit risk in the Group’s recognition and classification of these financial assets were whether the transaction was a sale and leaseback per IFRS 16, and if not, whether the resulting measurement principles of IFRS 9 were appropriately applied.

As part of our procedures, we have focused on the applicability of the accounting standard in relation to the classification and measurement of these financial assets. In this respect, we evaluated and tested the application by:

-evaluating the executed agreements forming the basis of the Group’s conclusions and assessing the appropriateness of the accounting policies adopted by the directors considering the relevant contractual provisions,

-assessing the key judgments in relation to whether there is transfer of control of the assets in question, applied by the finance function in the implementation of the accounting standard requirements of the Group’s agreements related to these fixed assets, based on our understanding of the executed agreements and the requirements of the accounting standard,

-evaluating the integrity of the Group’s discounted cash flows model by agreeing key data inputs against underlying records, namely the executed agreements, including how modifications in contractual terms and other changes in cash flows are applied into the model, and

KPMG92, Marina Street

Pietà, PTA 9044

Malta

Telephone(+356) 2563 1000

Fax(+356) 2566 1000

Websitewww.kpmg.com.mt

The firm is registered as a partnership of Certified Public Accountants in terms of the Accountancy Profession Act.

A list of partners and directors of the firm is available at 92, Marina Street, Pietà, PTA9044, Malta.

Independent Auditors’ Report (continued)

To the Shareholders of Burmarrad Group Assets plc

Key Audit Matters (continued)

Classification and measurement of financing arrangements involving vehicles and other fixed assets

Accounting policy noted 2.4.1 to the consolidated financial statements and notes 14 and 15 for further disclosures

The key audit matter

Our response

Key judgments made by the directors underlying the preparation of Group’s accounting standard model include those in relation to the assessment of whether the agreements give the right to the Group to acquire control of the underlying assets prior to the assets being passed back to the counterparty.

The extent of judgements exercised in the initial application of the accounting standard model and the relative size of these assets, resulted in this matter being identified as a key audit matter.

assessing the adequacy of the related disclosures in the financial statements to evaluate the clarity of those disclosures in communicating to the financial statement user the application of the accounting standard requirements.

Key observations

We have no key observations to report, specific to this matter.

Other Matter

The consolidated financial statements for the year ended 31 January 2024 were audited by another auditor who expressed an unmodified opinion on those consolidated financial statements on 26 September 2024.

KPMG92, Marina Street

Pietà, PTA 9044

Malta

Telephone(+356) 2563 1000

Fax(+356) 2566 1000

Websitewww.kpmg.com.mt

The firm is registered as a partnership of Certified Public Accountants in terms of the Accountancy Profession Act.

A list of partners and directors of the firm is available at 92, Marina Street, Pietà, PTA9044, Malta.

Independent Auditors’ Report (continued)

To the Shareholders of Burmarrad Group Assets plc

Other information

The directors are responsible for the other information. The other information comprises (i) the Directors, Officer and Other Information report, (ii) the Directors’ report, and (iii) the statement of compliance with code of principles of good corporate governance, but does not include the consolidated financial statements and our auditors’ report thereon.

Our opinion on the consolidated financial statements does not cover the other information and, other than in the case of the consolidated directors’ report on which we report separately below in our ‘Opinion on the Consolidated Directors’ Report’, we do not express any form of assurance conclusion thereon.

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

Responsibilities of the directors for the consolidated financial statements

The directors are responsible for the preparation of consolidated financial statements that (a) give a true and fair view in accordance with IFRS as adopted by the EU, and (b) are properly prepared in accordance with the provisions of the Act, and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

The directors are also responsible for overseeing the Group’s financial reporting process.

KPMG92, Marina Street

Pietà, PTA 9044

Malta

Telephone(+356) 2563 1000

Fax(+356) 2566 1000

Websitewww.kpmg.com.mt

The firm is registered as a partnership of Certified Public Accountants in terms of the Accountancy Profession Act.

A list of partners and directors of the firm is available at 92, Marina Street, Pietà, PTA9044, Malta.

Independent Auditors’ Report (continued)

To the Shareholders of Burmarrad Group Assets plc

Auditors’ responsibilities for the audit of the consolidated financial statements

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

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

We also:

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

•Consider the extent of compliance with those laws and regulations that directly affect the financial statements, as part of our procedures on the related financial statement items. For the remaining laws and regulations, we make enquiries of directors and other management, and inspect correspondence with the regulatory authority, as well as legal correspondence. As with fraud, there remains a higher risk of non-detection of other irregularities (whether or not these relate to an area of law directly related to the financial statements), as these may likewise involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.

•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 Group’s internal control.

KPMG92, Marina Street

Pietà, PTA 9044

Malta

Telephone(+356) 2563 1000

Fax(+356) 2566 1000

Websitewww.kpmg.com.mt

The firm is registered as a partnership of Certified Public Accountants in terms of the Accountancy Profession Act.

A list of partners and directors of the firm is available at 92, Marina Street, Pietà, PTA9044, Malta.

Independent Auditors’ Report (continued)

To the Shareholders of Burmarrad Group Assets plc

Auditors’ responsibilities for the audit of the consolidated financial statements (continued)

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

•Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

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

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

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

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

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

KPMG92, Marina Street

Pietà, PTA 9044

Malta

Telephone(+356) 2563 1000

Fax(+356) 2566 1000

Websitewww.kpmg.com.mt

The firm is registered as a partnership of Certified Public Accountants in terms of the Accountancy Profession Act.

A list of partners and directors of the firm is available at 92, Marina Street, Pietà, PTA9044, Malta.

Independent Auditors’ Report (continued)

To the Shareholders of Burmarrad Group Assets plc

2 Opinion on the Consolidated Directors’ Report

The directors are responsible for preparing a directors’ report in accordance with the provisions of article 177 of the Act and is to include a statement that the Company is a going concern with supporting assumptions or qualifications as necessary, as required by Rule 5.62 of the Capital Markets Rules issued by the Malta Financial Services Authority (the “Capital Markets Rules”).

We are required to consider whether the information given in the directors’ report for the accounting period for which the consolidated financial statements are prepared is consistent with those consolidated financial statements; and, if we are of the opinion that it is not, we shall state that fact in our report. We have nothing to report in this regard.

Pursuant to article 179(3) of the Act, we are also required to:

•express an opinion on whether the consolidated directors’ report has been prepared in accordance with the applicable legal requirements; and

•state whether, in the light of the knowledge and understanding of the entity and its environment obtained in the course of our audit of the consolidated financial statements, we have identified material misstatements in the consolidated directors’ report, giving an indication of the nature of any such misstatements.

Pursuant to Rule 5.62 of the Capital Markets Rules, we are required to review the directors’ statement in relation to going concern.

In such regards:

•in our opinion, the Consolidated Directors’ Report has been prepared in accordance with the applicable legal requirements;

•we have not identified material misstatements in the Consolidated Directors’ Report; and

•we have nothing to report in relation to the statement on going concern.

KPMG92, Marina Street

Pietà, PTA 9044

Malta

Telephone(+356) 2563 1000

Fax(+356) 2566 1000

Websitewww.kpmg.com.mt

The firm is registered as a partnership of Certified Public Accountants in terms of the Accountancy Profession Act.

A list of partners and directors of the firm is available at 92, Marina Street, Pietà, PTA9044, Malta.

Independent Auditors’ Report (continued)

To the Shareholders of Burmarrad Group Assets plc

3 Report on Other Legal and Regulatory Requirements

Matters on which we are required to report by the Act, specific to public-interest entities

Pursuant to article 179B(1) of the Act, we report as under matters not already reported upon in our ‘Report on the Audit of the Financial Statements’:

•we were first appointed as auditors by the shareholders on 5 February 2025. The period of total uninterrupted engagement is one year;

•our opinion on our audit of the financial statements is consistent with the additional report to the audit committee required to be issued by the Audit Regulation (as referred to in the Act); and

•we have not provided any of the prohibited services as set out in the APA.

Matters on which we are required to report by exception by the Act

Pursuant to articles 179(10) and 179(11) of the Act, we have nothing to report to you with respect to the following matters:

•proper accounting records have not been kept; or

•the consolidated financial statements are not in agreement with the accounting records; or

•we have not obtained all the information and explanations which, to the best of our knowledge and belief, we require for the purpose of our audit.

KPMG92, Marina Street

Pietà, PTA 9044

Malta

Telephone(+356) 2563 1000

Fax(+356) 2566 1000

Websitewww.kpmg.com.mt

The firm is registered as a partnership of Certified Public Accountants in terms of the Accountancy Profession Act.

A list of partners and directors of the firm is available at 92, Marina Street, Pietà, PTA9044, Malta.

Independent Auditors’ Report (continued)

To the Shareholders of Burmarrad Group Assets plc

Report on compliance of the Annual Report with the requirements of the Commission Delegated Regulation (EU) 2018/815 supplementing Directive 2004/109/EC (the “European Single Electronic Format Regulatory Technical Standard” or “ESEF Regulation”), by reference to Capital Markets Rule 5.55.6 issued by the Malta Financial Services Authority

We have undertaken a reasonable assurance engagement in accordance with the requirements of Directive 6 issued by the Accountancy Board in terms of the Accountancy Profession Act, 1979 (Chapter 281, Laws of Malta), the Accountancy Profession (European Single Electronic Format) Assurance Directive, on the Annual Report for the year ended 31 January 2025, prepared in a single electronic reporting format.

Responsibilities of the directors for compliance with the requirements of the ESEF Regulation

As required by Capital Markets Rule 5.56A, the directors are responsible for the preparation of the Annual Report in XHTML format, including the relevant mark-ups, in accordance with the requirements of the ESEF Regulation.

In addition, the directors are responsible for such internal control as they determine is necessary to enable the preparation of the Annual Report that is in compliance with the requirements of the ESEF Regulation.

Auditors’ responsibilities to report on compliance with the requirements of the ESEF Regulation

Our responsibility is to obtain reasonable assurance about whether the Annual Report in XHTML format, including the relevant mark-ups, comply in all material respects with the ESEF Regulation based on the evidence we have obtained. As part of our work, we obtain an understanding of the Group’s controls relevant to the preparation of the Annual Report in compliance with the said requirements, but not for the purpose of expressing an opinion on the effectiveness of the controls in place.

In discharging that responsibility, we:

•obtain an understanding of the Group's financial reporting process, including the preparation of the Annual Report, in accordance with the requirements of the ESEF Regulation;

•perform validations to determine whether the Annual Report has been prepared in accordance with the requirements of the technical specifications of the ESEF Regulation; and

•examine the information in the Annual Report to determine whether all the required mark-ups therein have been applied and whether, in all material respects, they are in accordance with the requirements of the ESEF Regulation.

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

KPMG92, Marina Street

Pietà, PTA 9044

Malta

Telephone(+356) 2563 1000

Fax(+356) 2566 1000

Websitewww.kpmg.com.mt

The firm is registered as a partnership of Certified Public Accountants in terms of the Accountancy Profession Act.

A list of partners and directors of the firm is available at 92, Marina Street, Pietà, PTA9044, Malta.

Independent Auditors’ Report (continued)

To the Shareholders of Burmarrad Group Assets plc

Conclusion

In our opinion, the Annual Report for the year ended 31 January 2025 has been prepared, in all material respects, in accordance with the requirements of the ESEF Regulation, by reference to Capital Markets Rule 5.55.6.

The Principal authorised to sign on behalf of KPMG on the audit resulting in this independent auditors’ report is Thomas Galea.

KPMG27 May 2025

Registered Auditors

KPMG92, Marina Street

Pietà, PTA 9044

Malta

Telephone(+356) 2563 1000

Fax(+356) 2566 1000

Websitewww.kpmg.com.mt

The firm is registered as a partnership of Certified Public Accountants in terms of the Accountancy Profession Act.

A list of partners and directors of the firm is available at 92, Marina Street, Pietà, PTA9044, Malta.

Independent Assurance Report

To the Shareholders of Burmarrad Group Assets plc

Report required by Capital Markets Rule 5.98 issue by the Malta Financial Services Authority (the “MFSA”)

We were engaged by the Directors of Burmarrad Group Assets p.l.c. (the “Company”) to report on the disclosures of specific elements in the Corporate Governance Statement (the “Disclosures”) as at 31 January 2025, in the form of an independent reasonable assurance conclusion, as to whether they are, in all material respects, in compliance with the corporate governance regulations set out in the Capital Markets Rules issued by the MFSA (the “Capital Market Rules”). More specifically, we are required to report on the Disclosures in the form of an independent reasonable assurance conclusion about whether:

(a)in light of our knowledge and understanding of the Company and its environment obtained in the course of the statutory audit, we have identified material misstatements with respect to the information referred to in Capital Markets Rules 5.97.4 (dealing with the Company’s internal control and risk management systems in relation to the financial reporting process) and 5.97.5 (where a takeover bid applies). Where material misstatements are identified in relation to those requirements, we shall, in addition to our conclusion, provide an indication of the nature of such misstatements; and

(b)the Disclosures include the other information required by Capital Markets Rule 5.97, insofar as it is applicable to the Company.

Responsibilities of the Directors

The Directors are responsible for preparing and presenting the Disclosures that are free from material misstatement in accordance with the requirements of the Capital Market Rules and for the information contained therein.

This responsibility includes designing, implementing and maintaining internal control as they determine is necessary to enable the preparation and presentation of the Disclosures that are free from misstatement, whether due to fraud or error.

The Directors are also responsible for preventing and detecting fraud and for identifying and ensuring that the Company complies with laws and regulations applicable to its activities. The Directors are responsible for ensuring that personnel involved in the preparation and presentation of the Disclosures are properly trained, systems are properly updated and that any changes in reporting relevant to the Disclosures encompass all significant business units.

KPMG92, Marina Street

Pietà, PTA 9044

Malta

Telephone(+356) 2563 1000

Fax(+356) 2566 1000

Websitewww.kpmg.com.mt

The firm is registered as a partnership of Certified Public Accountants in terms of the Accountancy Profession Act.

A list of partners and directors of the firm is available at 92, Marina Street, Pietà, PTA9044, Malta.

Independent Assurance Report

To the Shareholders of Burmarrad Group Assets plc

Our Responsibilities

Our responsibility is to examine the Disclosures prepared by the Company and to report thereon in the form of an independent reasonable assurance conclusion based on the evidence obtained. We conducted our engagement in accordance with International Standard on Assurance Engagements 3000 (Revised), Assurance Engagements Other Than Audits or Reviews of Historical Financial Information (“ISAE 3000”) issued by the International Auditing and Assurance Standards Board. That standard requires that we plan and perform our procedures to obtain reasonable assurance about whether the Disclosures are properly prepared and presented, in all material respects, in accordance with the requirements set out in the relevant Capital Markets Rules.

The firm applies International Standard on Quality Management 1, which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

We have complied with the independence and other ethical requirements of the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), together with the ethical requirements that are relevant to our assurance engagement in accordance with the Accountancy Profession (Code of Ethics for Warrant Holders) Directive issued in terms of the Accountancy Profession Act (Chapter 281, Laws of Malta), and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. The IESBA Code is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour.

The procedures selected and our determination of the nature, timing and extent of those procedures, will depend on our judgment, including the assessment of the risks of material misstatement of the preparation and presentation of the Disclosures whether due to fraud or error.

In making those risk assessments, we have considered internal control relevant to the preparation and presentation of the Disclosures in order to design assurance procedures that are appropriate in the circumstances, but not for the purposes of expressing a conclusion as to the effectiveness of the Company’s internal control over the preparation and presentation of the Disclosures. Reasonable assurance is less than absolute assurance.

We are not required to, and we do not, consider whether the Directors’ statements on internal control and risk management systems cover all the risks and controls in relation to the financial reporting process or form an opinion on the effectiveness of the Company’s corporate governance procedures or its risks and control procedures, nor on the ability of the Company to continue in operational existence. Our opinion in relation to the disclosures pursuant to Capital Markets Rules 5.97.4 and 5.97.5 (as appropriate) is based solely on our knowledge and understanding of the Company and its environment obtained in forming our opinion on the audit of the financial statements.

KPMG92, Marina Street

Pietà, PTA 9044

Malta

Telephone(+356) 2563 1000

Fax(+356) 2566 1000

Websitewww.kpmg.com.mt

The firm is registered as a partnership of Certified Public Accountants in terms of the Accountancy Profession Act.

A list of partners and directors of the firm is available at 92, Marina Street, Pietà, PTA9044, Malta.

Independent Assurance Report (continued)

To the Shareholders of Burmarrad Group Assets plc

Our Responsibilities (continued)

As part of this engagement, we have not performed any procedures by way of audit, review or verification of the Disclosures nor of the underlying records or other sources from which the Disclosures were extracted.

Other Information

We also read the other information included in the Annual Report that contains the Disclosures, and our report thereon, in order to identify material inconsistencies, if any, with the Disclosures. We have nothing to report in this regard.

Conclusion

Our conclusion has been formed on the basis of, and is subject to, the matters outlined in this report.

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

In our opinion:

(a)in light of our knowledge and understanding of the Company and its environment obtained in the course of the statutory audit, we have not identified material misstatements with respect to the information requirements referred to in Capital Markets Rules 5.97.4 and 5.97.5; and

(b)the Disclosures include the other information required by Capital Markets Rule 5.97, insofar as it is applicable to the Company.

The Principal authorised to sign on behalf of KPMG on the work resulting in this assurance report is Thomas Galea.

KPMG27 May 2025

Registered Auditors