ANNUAL 
REPORT
& Financial 
Statements
2025
TABLE OF CONTENTS
Chairman’s Message ..................................................................................................................2
CEO’s Message ............................................................................................................................4
Corporate Governance Statement of Compliance ............................................................10
Directors’ Report ........................................................................................................................16
Statement of Profit or Loss and Other Comprehensive Income ....................................24
Statement of Financial Position .............................................................................................25
Statement of Changes in Equity .............................................................................................26
Statement of Cash Flows ........................................................................................................27
Notes to the Financial Statements ....................................................................................... 28
Independent Auditor’s Report ................................................................................................ 69
Appendix I – Five Year Summary.......................................................................................... 77
Appendix II – Supplementary Financial Information ........................................................ 82
1
Annual Report & Financial Statements 2025
Chairmans Message
The past year has marked a pivotal chapter in our Bank’s
journey, defined by growth and decisive actions that
have positioned us to navigate an evolving financial
landscape. As Chairman, it is my privilege to address our
stakeholders and investors, reaffirming our commitment
to progress, resilience, and long-term value creation.
Against a backdrop of geopolitical complexity, the Bank
has demonstrated agility and foresight. Global events
continue to reshape financial markets and regulatory
expectations, requiring us to adapt and innovate. 2025 saw
the Bank achieve expansion across its core operations,
driven by a strategic focus on sustainable growth and
prudent risk management. This momentum is reflected in
our continued progress across our service lines and the
successful issuance of our latest bond. The subordinated
bond strengthens our regulatory capital base and provides
additional flexibility to pursue opportunities with discipline.
CHAIRMANS
MESSAGE
Trond Dale – Chairman
2
Annual Report & Financial Statements 2025  
Our main service lines, Cash Management
and Financing (encompassing Corporate
Lending and Factoring Solutions),
have each contributed meaningfully to
our performance. Cash Management
has delivered enhanced solutions for
liquidity and transaction efficiency,
while Financing has supported diverse
corporate clients in their ambitions
through tailored lending and working
capital products. These offerings
reflect our commitment to supporting
real economic activity and providing
reliable, responsive financial services.
This growth has been pursued within
our risk appetite framework and with
continued focus on resilience. We
continued to strengthen governance,
compliance and operational resilience in
line with evolving regulatory expectations.
Further detail is provided in the CEO’s
message and the financial statements.
Investment in technology remains central
to our vision, with a particular emphasis
on new technologies. Rather than
adopting technology for its own sake,
our technology investments are targeted
at improving resilience, service quality
and scalable efficiency, while elevating
the client experience. This approach is
pragmatic and purposeful, focused on
solving real business challenges and
anticipating client needs in a digital era.
Looking ahead, our ambitions are clear.
Achieving further growth will require
continued diligence, innovation, and
collaboration across the Bank. We
recognise the effort required to realise
our goals and are committed to fostering
a culture that embraces challenge
and change. We remain focused on
disciplined execution, governance, and
sustainable returns over the long term.
We remain firmly committed to supporting
the digital advertising industry through
innovative financial solutions.
In closing, I extend my sincere appreciation
to our clients, shareholders, bondholders,
colleagues, and partners for their
trust and engagement throughout
2025. Together, we are building a
bank that is not only prepared for
the future, but actively shaping it.
Signed by Trond Dale,  
Chairman, on 29 April 2026
ACHIEVING FURTHER GROWTH
WILL REQUIRE CONTINUED
DILIGENCE, INNOVATION, AND
COLLABORATION ACROSS
THE BANK. WE RECOGNISE
THE EFFORT REQUIRED
TO REALISE OUR GOALS
AND ARE COMMITTED TO
FOSTERING A CULTURE THAT
EMBRACES CHALLENGE
AND CHANGE. WE REMAIN
FOCUSED ON DISCIPLINED
EXECUTION, GOVERNANCE,
AND SUSTAINABLE RETURNS
OVER THE LONG TERM.
3
Annual Report & Financial Statements 2025
Chairman’s Message
CEOs Message
CEO’S  
MESSAGE
As we reflect on 2025, I am proud of the progress
Lidion Bank has made in strengthening its client-centric
offering. Regulatory expectations intensified, and
the importance of technology, data integrity, and
cyber resilience became even more central to
sustaining trust in the banking system. We responded
with clarity and discipline—prioritising execution,
strengthening our operating and control frameworks,
and continuing to invest in capabilities that enable
us to serve clients effectively while growing within a
well-defined risk appetite and governance structure.
Jonathan Bellizzi – CEO
4
Annual Report & Financial Statements 2025  
Strong Performance
And Disciplined Growth
Across Core Activities
For the year ended 31 December 2025, profit
before tax increased to €3.7 million (2024:
€3.2 million), supported by higher business
volumes across our core offerings. Revenue
grew to €19 million (2024: €15 million),
while net operating income increased to
€11 million (2024: €10 million) reflecting
improved scale and operating leverage
while maintaining disciplined cost and
risk management. Excluding the one off
provision of €1.5 million recognised on the
legacy agricultural lending portfolio, profit
before tax for the year would have amounted
to €5.2 million, equating to a 20% ROE.
Our financing service line continued to
expand. The factoring book reached €105
million (2024: €68 million), and we financed
€466 million in new factored receivables
during the year (2024: €279 million). Loans
to customers grew to €58 million (2024: €34
million) as we supported more client needs
and broadened our financing offering while
keeping underwriting standards, portfolio
monitoring and concentration management
as central to our growth approach.
Our cash management business also
continued to scale, evidenced by client
deposits reaching €276 million at December
2025 (2024: €187 million) and total payment
volumes of €4 billion throughout 2025
(2024: €1.5 billion). These results reinforce
its role as a core and recurring service
offering, underpinned by sustained growth
in client balances and payment activity.
Overall, these results reflect the continued
execution of our strategy to build a
sustainable, diversified and scalable business
model anchored in financing and cash
management services. Growth was achieved
alongside disciplined risk management and
a strong focus on asset quality, operational
resilience, and capital efficiency, positioning
the Bank well to support sustainable and
prudent expansion going forward.
PROFIT BEFORE TAX
3.7m
€3.2m
20242023 2025
1.6m
"PROFIT BEFORE TAX INCREASED
TO €3.7 MILLION, SUPPORTED
BY HIGHER BUSINESS VOLUMES
ACROSS OUR CORE OFFERINGS.
REVENUE GREW TO €19 MILLION
WHILE NET OPERATING INCOME
INCREASED TO €11 MILLION."
TOTAL REVENUE
€19m
€15m
20242023 2025
€10m
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Annual Report & Financial Statements 2025
CEO’s Message
Funding, Liquidity And
Capital — Supporting
Sustainable Expansion
Growth was matched with prudent balance
sheet and liquidity management. Total
assets increased to €391 million (2024:
€282 million), supported by a larger funding
base. Non equity funding increased
to €364 million (2024: €259 million),
reflecting continued progress in building
scalable and diversified funding base while
preserving balance sheet resilience.
Liquidity ratios remained robust and well
above regulatory thresholds, with Liquidity
Coverage Ratio of 188% (2024: 340%)
and Net Stable Funding Ratio of 200%
(2024: 352%). We also strengthened our
capital base by way of retained earnings
and bond financing. During 2025, the
Bank also completed the issuance of a €5
million 6% unsecured subordinated bond,
maturing in July 2035, strengthening capital
flexibility and supporting long term growth
plans while maintaining a conservative
capital structure aligned with regulatory
and stakeholder expectations. At year
end, the Bank reported a Total Capital
Ratio of 21.6% (2024: 22.5%), and a Tier 1
Capital Ratio of 17.8% (2024: 22.5%), both
well in excess of regulatory thresholds.
Regulatory Alignment And
Operational Resilience — Turning
Compliance Into Capability
The regulatory landscape continued to
evolve during 2025, particularly across
instant payments, prudential frameworks,
and operational resilience. The Instant
Payments Regulation was embedded within
the Bank’s euro payments offering, while
DORA requirements were incorporated
into the Bank’s ICT risk management,
incident response, resilience testing, and
third-party governance arrangements.
Governance, capital planning, and
supervisory reporting continued to be
maintained in line with CRR3 and CRD6
requirements. Our approach is to treat
these developments not as ‘check-the-box’
compliance, but as an opportunity to
strengthen the Bank’s foundations and
deliver better outcomes for clients, while
meeting supervisory expectations in a
proportionate and sustainable manner.
TOTAL ASSETS
€391m
€282m
20242023 2025
€155m
FACTORING FINANCED
AMOUNT
466m
€279m
20242023 2025
€195m
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Annual Report & Financial Statements 2025
CEO’s Message
Risk Management And
Control Environment —
Scaling With Discipline
Responsible growth requires clarity of risk
appetite, strong governance, and continuous
enhancement of controls. During the
year, we continued to strengthen our risk
management framework, supported by
effective Board oversight and structured
escalation mechanisms. Credit risk
management remained a core focus as the
balance sheet expanded, with provisioning
grounded in the IFRS 9 expected credit loss
methodology and active oversight of portfolio
performance and concentrations, including
the early identification of emerging risks.
We continued to invest in the second line of
defence across Risk, Regulatory Compliance,
and Financial Crime Compliance. This
reflects our view that growth must
be matched with strong independent
oversight, robust monitoring, and a culture
of accountability to safeguard the Bank.
These arrangements are underpinned by
experienced teams, clear ownership, and
a strong tone from the top in respect of
risk management and internal controls.
Technology And AI — Pragmatic
Investment For Efficiency
And Client Experience
Technology remains a strategic enabler.
During 2025, we continued investing in
systems and capabilities that enhance
automation, improve operational throughput,
strengthen cyber and ICT controls, and deliver
a more intuitive and secure client experience.
These investments support operational
resilience, scalability, and sustainable growth.
Our focus is pragmatic: using data and
automation to reduce manual effort, improve
control reliability, shorten processing
times, and enhance the quality of service
and information available to clients while
maintaining strong governance and controls.
ESG — Embedded, Proportionate,
And Governance Led
While ESG is not positioned as a standalone
growth driver for the Bank, we recognise
its increasing relevance. The Bank has an
established ESG strategy and governance
framework, with oversight anchored through
Board and Risk Committee structures,
and integration into risk management
processes, policies, and staff training in
a manner proportionate to the Bank’s
size, complexity and risk profile.
"OUR FOCUS IS PRAGMATIC: USING DATA AND
AUTOMATION TO REDUCE MANUAL EFFORT,
IMPROVE CONTROL RELIABILITY, SHORTEN
PROCESSING TIMES, AND ENHANCE THE
QUALITY OF SERVICE AND INFORMATION
AVAILABLE TO CLIENTS WHILE MAINTAINING
STRONG GOVERNANCE AND CONTROLS."
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Annual Report & Financial Statements 2025
CEO’s Message
Looking Ahead
Our outlook for 2026 remains anchored
around Financing and Cash Management
as core growth pillars, with technology
continuing to play a central enabling
role in supporting efficiency, resilience
and client experience. We will remain
focused on expanding our Financing
solutions and further enhancing Cash
Management capabilities, while continuing
to invest in digital transformation and
operational automation. This approach
is designed to deliver faster, secure
and more intuitive banking services,
underpinned by a continued commitment
to exceptional client experience.
Looking ahead, we remain firmly committed
to supporting the digital advertising
industry, which continues to represent
a strategically important market for the
Bank. We will continue to invest in the
development and launch of innovative
financial solutions tailored to the evolving
needs of our clients, enabling them to scale
responsibly and operate with greater financial
certainty. This forward-looking focus is
supported by our disciplined approach to
capital allocation, risk management, and
operational resilience, ensuring that growth
is pursued sustainably and in alignment
with our long-term strategic objectives.
With a strong capital base, robust liquidity,
and a governance and risk framework
aligned to the Bank’s growth ambitions,
Lidion Bank is well positioned to continue
executing its strategy and delivering
sustainable value to all stakeholders including
clients, shareholders and the regulator.
In closing, I would like to join our Chairman
in thanking our clients, shareholders,
bondholders, colleagues, and partners
for their continued trust and collaboration
throughout the year. Together with the Board,
we are translating our strategy into tangible
outcomes and strengthening the Bank to
ensure it is equipped not only to meet the
future, but to deliver lasting value through it.
Signed by Jonathan Bellizzi,  
Chief Executive Officer, on 29 April 2026
RETURN ON EQUITYCOST : INCOME RATIO
57%
62%
20242023 2025
74%
12%
15%
17%
20242023 2025
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Annual Report & Financial Statements 2025
CEO’s Message
CORPORATE
GOVERNANCE
STATEMENT OF
COMPLIANCE
9
Annual Report & Financial Statements 2025
A. Introduction
Lidion Bank plc (the “Bank) is required to
comply with the corporate governance
requirements applicable to issuers with
securities admitted to trading on the
Official List of the Malta Stock Exchange.
This Corporate Governance Statement
has been prepared pursuant to Listing
Rules, Capital Market Rules, and the
Code of Principles of Good Corporate
Governance (the “Code”) issued by the Malta
Financial Services Authority (“MFSA).
The Board of Directors (the “Board) of
the Bank is committed to acting with
transparency, honesty, integrity, and
accountability in its oversight of the
Bank. The Board believes that strong
governance practices support the
Bank’s long-term sustainability, financial
soundness, reinforce trust with the market,
and ensure the Bank operates in the best
interests of its stakeholders, including
bondholders, customers and regulators.
Good corporate governance is ultimately
the responsibility of the Board. To this
end, the Board has adopted a decision
making and oversight framework that
reflects the Bank’s size, nature, and
operational needs. This structure ensures
that the Bank maintains effective controls,
clear roles, and an appropriate level of
supervision across its activities.
B. Compliance with the code
The Bank, as a Small and Non-Complex
Institution (“SNCI”), applies the principle of
proportionality in implementing the Code of
Principles of Good Corporate Governance
(the “Code”) issued by the Malta
Financial Services Authority. Accordingly,
the Bank has adopted governance
arrangements that are appropriate
to its size, nature and complexity.
The Bank has complied with the provisions
and principles of the Code throughout
the financial year under review, except
where departures were considered
appropriate in light of the Bank’s size,
nature and complexity. In such cases,
the Bank has adopted alternative
arrangements which the Board considers
to be adequate and effective in ensuring
sound governance and proper oversight.
Principle 1: The Board
The Board of Directors is responsible for
providing leadership, setting strategy,
approving its risk appetite and overseeing
the Bank’s operations in accordance
with its regulatory obligations, values
and strategic objectives. The Board of
Directors of the Bank is composed of six
members, including the Chairman, one
executive director (the CEO), and four
additional non-executive directors, the
majority of whom are independent. The
Board delegates specific responsibilities
to its Board Committees.
CORPORATE GOVERNANCE
STATEMENT OF COMPLIANCE
10
Annual Report & Financial Statements 2025
CORPORATE GOVERNANCE STATEMENT OF COMPLIANCE
Principle 2: Chairman and Chief
Executive Officer (CEO)
The Bank’s current organisational
structure incorporates the position of
a CEO. The position of the Chairman
and that of the CEO are occupied by
different individuals. Their respective
positions have been defined with
specific roles rendering these positions
completely separate from one another.
This separation of roles of the Chairman
and the CEO avoids concentration of
authority and power in one individual.
The Chairman is responsible to lead the
Board and to set its agenda. The Chairman
ensures that the Board’s discussions
on any issue put before it goes into
adequate depth, that the opinions of all the
Directors are taken into account and that
all the Board’s decisions are supported
by adequate and timely information. The
Chairman ensures that the CEO develops
a strategy which is agreed to by the Board.
The CEO is responsible for day-to-day
management, execution strategy and
implementation of Board decisions.
Principle 3: Composition of the Board
The Board considers its composition of six
members to be appropriate for the Bank’s
size, scale, and operational complexity.
The collective experience, professional
backgrounds, and diverse skills of the
Directors provide the balance of expertise
needed to support effective oversight and
ensure the Board functions efficiently.
Independence of Directors
During the period under review,
the Board consisted of a majority
of independent directors.
Independence is assessed in line with
the MFSA’s fit and proper requirements
and the criteria set out in the Code of
Principles of Good Corporate Governance.
The Board considers that this composition
provides strong independent oversight
appropriate for a regulated credit institution
with listed debt securities, thereby
supporting effective governance and
the protection of bondholder interests.
The appointment of all Directors is
subject to regulatory approval.
Principles 4 and 5: The Responsibilities
of the Board and Board Meetings
The Board meets regularly and
discusses and decides upon matters
relating to the business of the Bank.
The Board regularly reviews and
evaluates corporate strategy, major
operational and financial plans, risk
policies, performance objectives and
business alternatives. The Board also
monitors implementation and corporate
performance within the parameters of all
relevant laws, regulations and codes of
best business practice. The Board has a
formal schedule of matters reserved for
its decision and also delegates specific
responsibilities to its Board Committees.
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Annual Report & Financial Statements 2025
CORPORATE GOVERNANCE STATEMENT OF COMPLIANCE
The Board ensures that it has the
appropriate policies and procedures in
place, which guarantee that the Bank
maintains the highest standards of
corporate conduct, including compliance
with applicable laws, regulations,
business and ethical standards.
After each Board meeting, minutes that
faithfully record attendance, matters
discussed and decisions taken, are
prepared and circulated to all Directors as
soon as practicable after the meeting.
During the current financial year,
the Board met twelve times during
which all members attended.
Principle 6: Information and
Professional Development
The Bank ensures that Directors receive
continuous updates on regulatory,
risk and operational developments.
New Directors undergo an onboarding
process covering the Banks operations,
regulatory framework, risk profile
and governance structures.
Directors have access to ongoing
training relevant to their role. The Board
training plan is reviewed and refreshed
annually, taking into account regulatory
developments, individual directors’
needs, and the Board’s collective skills
and suitability assessment. Training
needs and gaps identified through
the collective suitability assessment
directly inform the focus and content of
Board training for the relevant year.
Principle 7: Evaluation of the
Board’s Performance
The Board conducts an annual
assessment exercise covering
board effectiveness, committee
performance, director contribution
and governance arrangements.
Principle 8: Board Committees
Audit Committee
The Audit Committee (the "AC") supports
the Board by overseeing the Bank’s
financial reporting, internal controls, and
audit functions. It monitors the integrity of
financial statements, reviews accounting
policies, and ensures appropriate reporting
processes and disclosure controls are in
place. The AC oversees the effectiveness
of internal controls, maintains oversight
of the internal audit function—including
its independence, annual audit plan,
reporting and performance. It also oversees
the external auditor by recommending
appointment, approving terms of
engagement, monitoring independence,
reviewing audit plans and findings, and
ensuring timely remediation of issues raised
by auditors or regulators. The AC reviews
and oversees related party transactions
in line with policy requirements and
may request any information it deems
necessary, with conflicted members
excluded from deliberations. The AC
has unrestricted access to Bank staff,
records, internal and external auditors, and
key outsourced functions to enable it to
carry out its responsibilities effectively.
The AC’s oversight of financial
reporting and market disclosures
supports transparency and protects
the interests of bondholders in the
Bank’s listed debt instruments.
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Annual Report & Financial Statements 2025
CORPORATE GOVERNANCE STATEMENT OF COMPLIANCE
The AC is composed of three
independent non-executive directors
which includes at least one member with
accounting and/or audit expertise.
During the current financial year,
the AC met five times during which
meetings all members attended.
Risk Committee
The Risk Committee (the "RC") supports
the Board by overseeing the Bank’s risk
management framework, risk governance
structure, and the controls in place to
identify, measure, monitor, and manage
the Bank’s key risks. The RC ensures that
the Bank operates within its approved Risk
Appetite Framework and that its risk taking
activities align with its strategic objectives.
The RC reviews the Bank’s risk strategies,
policies, and methodologies, and oversees
the independence and effectiveness of
the Risk Management Function, including
the Head of Risk. It examines reports on
credit, market, liquidity, operational, ICT,
cyber, conduct, and strategic risks, and
reviews the adequacy of stress testing,
Internal Capital Adequacy Assessment
Process (ICAAP), and Internal Liquidity
Adequacy Assessment Process (ILAAP)
processes, thereby safeguarding the
interests of bondholders and supporting
the Bank’s obligations as a listed
debt issuer. The RC may request any
information it considers necessary and
has unrestricted access to management,
and internal control functions.
During the current financial year, the RC
met six times, during which all members
attended. The RC is composed of three
independent non executive directors.
The Bank has not established a
Remuneration Committee. In view
of the Bank’s size and complexity as
an SNCI, remuneration matters are
overseen directly by the Board.
Principle 9: Relations with
Shareholders and with the Market
During the reporting period, the Bank
held its Annual General Meeting, during
which shareholders considered and voted
on the resolutions presented. The Bank
maintained transparent communication
with the market through the publication
of its audited annual financial statements
and its six month interim financial
statements for 2025. In line with its
obligations as a listed debt issuer on the
Malta Stock Exchange, the Bank issued
four Company Announcements during
the year to ensure the timely, accurate
and transparent disclosure of information,
including price sensitive developments
relating to its listed debt instruments,
in accordance with the Capital Markets
Rules, the Listing Rules and the Market
Abuse Regulation. All such disclosures,
together with the Bank’s financial reports
and regulatory communications, are
made available to the public through
the Malta Stock Exchange and on the
Bank’s website to ensure equal access to
information for all market participants.
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Annual Report & Financial Statements 2025
CORPORATE GOVERNANCE STATEMENT OF COMPLIANCE
C. Required disclosures
under capital markets rules
Internal Control and Risk
Management Systems in Relation
to Financial Reporting
In accordance with the Capital Markets
Rules, the Bank is required to describe
the key elements of its internal control
and risk management systems relating to
the financial reporting process. The Bank
maintains an internal control framework
designed to ensure the accuracy, reliability,
and integrity of financial reporting and
compliance with applicable accounting
standards and regulatory requirements.
This framework includes:
a structured financial reporting
environment supported by documented
accounting policies and procedures; 
established operational controls
and segregation of duties to
mitigate financial reporting risks;
periodic monitoring and assessment
of control effectiveness by the
Internal Audit Function;
oversight by the Audit Committee,
which reviews financial reporting
processes, internal control
effectiveness, and significant
accounting judgements; and
review and approval of financial
information by the Board of Directors.
These measures collectively ensure
that the Bank’s financial reporting
is complete, accurate, and prepared
in accordance with applicable
reporting frameworks and regulatory
expectations for credit institutions.
D. Diversity Policy
The Bank maintains a formal Board
Diversity Policy, approved by the Board of
Directors, which promotes a balanced and
diverse Board by considering attributes
such as gender, age, educational and
professional background, and geographical
provenance, recognising that diverse
perspectives enhance decision making
and reduce group thinking. The Policy
applies to all aspects of Board composition
including appointments, re-appointments,
and succession planning, and while the
Bank is not required to set quantitative
gender targets as it is not a Significant
Institution, it remains committed to
improving diversity in line with regulatory
guidance, with the Non Executive
Directors overseeing implementation
and periodic review of the Policy. The
Diversity Policy is applied in a manner
consistent with the Bank’s size, complexity,
and nature as a listed bond issuer.
14
Annual Report & Financial Statements 2025
CORPORATE GOVERNANCE STATEMENT OF COMPLIANCE
DIRECTORS
REPORT
15
Annual Report & Financial Statements 2025
Introduction
The Directors submit their 13th annual
report, together with the audited financial
statements of Lidion Bank plc (the Bank)
for the year ended 31 December 2025.
The report covers 12 months from 1
January 2025 to 31 December 2025.
Board of Directors
The following directors served on the Board
during the period 1 January 2025 to date:
Jonathan Bellizzi 
Chief Executive Officer and
Executive Director
Trond Dale 
Non-Executive Director
Stephen Muscat 
Non-Executive Director
Frank J. Sekula 
Non-Executive Director
Dr Desiree Cassar 
Non-Executive Director
Kjetil Ole Kjelvik (resigned 27th March 2025) 
Non-Executive Director
Mehmet Zafer Karatas (appointed 9th June 2025) 
Non-Executive Director
Company Secretary: 
Sharon Fenech (resigned 11th April 2025)
Francesca Briffa Polidano
(appointed 11th April 2025)
Directors’ responsibilities
The Directors are required by the
Companies Act (Cap.386) to prepare
financial statements at end of the financial
period according to generally accepted
accounting principles and practices to give
a true and fair view of the state of the Bank
which is free from material misstatements.
In preparing the financial statements,
the directors are required to:
  Select suitable accounting policies
and apply them consistently,
  Make judgments and estimates
that are reasonable,
  Make sure that the financial 
statements do not contain any
material misstatements, and
  Prepare on a going concern basis 
unless otherwise determined.
The Directors are responsible for ensuring
that proper accounting records are kept
which can be used to prepare financial
statements that depict an accurate
financial position of the Company in
compliance with the Banking Act (Cap.
371) and the Companies Act (Cap. 386).
This responsibility includes designing,
implementing, and maintaining internal
controls that enable the preparation of
financial statements that are free from
material misstatements, whether due to
fraud or error. They are also responsible
for safeguarding the assets of the
Bank, and hence for taking reasonable
steps for the prevention and detection
of fraud and other irregularities.
Additionally, the Directors are responsible for:
the preparation and publication of the
Annual Financial Report, including
the financial statements, as required
by Capital Markets Rules 5.55.6, in
accordance with the requirements of
the European Single Electronic Format
Regulatory Technical Standard as
specified in the Commission Delegated
Regulation (EU) 2019/815 (the ESEF RTS);
DIRECTORS REPORT
for the year ended 31 December 2025
16
Annual Report & Financial Statements 2025
Directors’ Report
designing, implementing, and
maintaining internal controls relevant
to the preparation of the Annual
Financial Report that is free from
material non-compliance with the
requirements of the ESEF RTS,
whether due to fraud or error; and
consequently, for ensuring the
accurate transfer of the information
in the Annual Financial Report into a
single electronic reporting format.
Principal activities
The Bank is registered in Malta as
a public limited liability company
under the Companies Act, 1995
(Chapter 386, Laws of Malta).
The Bank is licensed by the Malta
Financial Services Authority to carry
out the business of banking in terms
of the Banking Act (Cap. 371).
The main activities of the Bank involve
the provision of various banking services,
including bank account and payment
services, non-recourse factoring,
and various types of lending.
Dividends
The Board of Directors resolved to
recommend the payment of a final gross
cash dividend of €0.3938 per ordinary
share (€0.3741 net), amounting to a total net
dividend payout of €2,600,000 equivalent to
a total gross dividend payout of €2,736,842.
This final dividend is subject to approval
by shareholders at the Annual General
Meeting as well as regulatory non-objection
and has not been included as a liability in
these financial statements. The proposed
dividend is expected to be paid while
maintaining capital and liquidity ratios in
line with applicable regulatory requirements
and the Bank’s internal targets.
Performance Review
A review of the performance of the Bank
for the year ended 31 December 2025 and
an indication of future developments are
provided in the Chairman’s message and
CEO’s message, which can be found in
the front section of this Annual Report.
Basis of preparation of
financial statements
The financial statements are prepared on a
going concern basis after due consideration
of the Bank’s growth, profitability, liquidity,
capital adequacy and solvency.
Auditors
A resolution to reappoint Deloitte Audit
Limited as auditor was approved by the
Board of Directors on 29th April 2026.
Principal risk and uncertainties
The management of risk is a critical
underpinning for the execution of the
Bank’s strategy. The material risks
and uncertainties that the Bank faces
across its business and portfolios are
key areas of management focus.
The primary risks identified by the Bank
encompass credit risk stemming from
fluctuations in credit quality and the
recoverability of loans and amounts
owed by counterparties, concentration
17
Annual Report & Financial Statements 2025
Directors’ Report
risk due to an uneven distribution of
counterparties, solvency, liquidity and
funding and interest rate risks inherent in
banking operations (IRRBB). Additionally,
other risks under close scrutiny by
management include foreign exchange risk,
operational risks, financial crime, cyber-
security, and business continuity risks.
These risks can trigger reputational risk.
The Bank has established a robust Risk
Governance structure and implemented
comprehensive risk management policies
and frameworks, underpinned by a clearly
defined Risk Appetite Framework (RAF), to
identify, assess, and manage these risks.
The Risk Appetite Framework sets the
boundaries within which the Bank operates
by articulating the nature and extent of
risks it is willing to accept in pursuit of
its strategic objectives and defines clear
escalation and breach management
protocols to ensure that any deviations from
the approved risk appetite are promptly
identified, reported, and addressed. The
Risk Governance and Management
framework ensures clear accountability
and oversight across all levels of the
organization. Together, these frameworks
enable the Bank to establish appropriate
risk limits and controls, and to continuously
monitor risks and ensure compliance with
the approved risk appetite and set limits.
Credit risk
Credit Risk is the risk that a borrower
fails to meet its respective obligations
in accordance with, or perform
according to, the agreed terms.
Lending is one of the Bank’s principal
activities and, as such, credit risk
management is key. The appetite and
tolerance levels for credit risk deemed
acceptable by the Bank are defined and
evaluated in the Risk Appetite Framework
(RAF), which is approved by the Board
and reviewed at least annually.
Credit Risk is managed and controlled
in various ways, including:
  Operations of the Credit Risk Committee. 
  Implementation and management
of Credit and Factoring policies.
  Internal Capital Adequacy 
Assessment Process (ICAAP).
  Comprehensive Stress
testing framework. 
  Internal credit scoring systems. 
  Use of collateral
  Forward-looking expected credit
loss model for quantifying provisions
compliant with IFRS 9.
  Stress testing relating to credit risk.
  Expected credit loss (ECL) model.
  Recovery Plan
Concentration risk
Concentration risk refers to the potential
adverse impact resulting from a significant
exposure to specific counterparties,
sectors, or geographic regions within a
Bank’s portfolio. It encompasses the risk
of losses arising from dependencies on a
limited number of counterparties or a high
degree of correlation among exposures.
Effective management of concentration
risk involves identifying and monitoring
concentrations, assessing their potential
impact, and implementing strategies to
mitigate associated vulnerabilities.
Concentration is managed and controlled
by the Bank in various ways, including:
  Operations of the Credit Committee 
and Risk Committee.
  Internal Capital Adequacy
Assessment Process (ICAAP).
  Implementation and management
of Key risk indicators (KRIs).
  Comprehensive Stress
testing framework.
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Solvency risk
Solvency risk refers to the potential threat
that the Bank may not have sufficient
capital to meet its long-term obligations or
commitments. Solvency risk can lead to
financial distress, default, or insolvency if not
adequately managed. It is a critical concern
for stakeholders, including creditors,
investors, and regulators, as it impacts the
Bank’s ability to sustain operations and
meet its obligations over the long term.
The Bank effectively manages solvency risk
by maintaining adequate capital reserves,
undertaking prudent financial management
practices, and continuously monitoring its
financial health and performance metrics.
Capital management is reported and
discussed at the Asset-Liability Committee
(ALCO), Risk Committee and the Board.
The Board actively monitors capital levels
against both regulatory requirements
and internal capital targets to safeguard
depositors and support sustainable growth.
The Bank performs an ICAAP, which
includes an assessment of both Pillar I
and Pillar II risks, including credit default,
Concentration risk, operational risk, IRRBB
risk and other key risks. The ICAAP also
incorporates multi-year capital planning
to ensure sufficient capital is maintained
to support the Bank’s strategy under
both expected and stressed conditions.
The Bank’s stress testing framework
forms an integral part of the ICAAP.
Several severe but plausible scenarios
are developed to test the resilience of the
Bank’s business model and risk profile.
Liquidity and funding
risk management
Liquidity risk is the potential that the
Bank may be unable to meet its financial
commitments in the short term and
medium term, either partially or wholly, and
without incurring unacceptable losses.
Funding risk pertains to the possibility
that the Bank may not meet its
financial obligations in the medium
to long term, either partially or wholly,
or without experiencing a significant
increase in funding costs.
Furthermore, funding risk can also be
viewed as the risk that the Bank lacks stable
funding in the medium and long term.
To address these concerns, the Bank
actively monitors its liquidity ratios and
safeguards its liquidity requirements.
Additionally, the Bank conducts
regular reviews of its liquidity plans
to ensure preparedness. Ensuring
adequate liquidity buffers is essential
to always maintaining stakeholder
confidence and meeting obligations.
Additionally, the Bank conducts an Internal
Liquidity Adequacy Assessment Process
(ILAAP), alongside a Recovery Plan.
Moreover, the Bank has instituted an Asset
and Liability Committee and integrated
Key Risk Indicators (KRIs). These pivotal
decision-making tools are instrumental in
ensuring the Board of Directors remains
well-informed about the Bank’s continual
risk assessment, the implemented
mitigation strategies, and their effects on
liquidity requirements. The Bank’s stress
testing framework forms an integral
part of the ILAAP. As part of the testing
framework, severe but plausible scenarios
are developed that test the resilience of the
Bank. The Board also ensures that liquidity
KRIs remain within approved tolerances
and oversees the results of scenario
based liquidity stress testing which forms
part of the Bank’s stress testing included
in both ILAAP and Recovery Plan. In
addition, ALCO provides governance and
oversight of the Bank’s liquidity position
and forward looking funding needs.
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Market risk
Market risk refers to the risk of losses arising
from adverse movements in market prices.
The Bank’s exposure to market
risk is mainly related to:
  Interest rate risk.
  Foreign exchange risk.
Interest Rate Risk in the
Banking Book (IRRBB)
Interest rate risk in the banking book
refers to the potential adverse impact on
the Bank’s earnings and capital resulting
from fluctuations in interest rates. This
risk arises from the maturity mismatch
between a Bank’s assets and liabilities,
as changes in interest rates can affect
the value of these financial instruments
differently. Interest rate risk in the banking
book includes repricing risk, which relates
to the timing of interest rate changes.
The Bank also monitors the Economic
Value of Equity (EVE). This measures
the changes in the net present value of
interest rate sensitive instruments over their
remaining lives resulting from interest rate
movements. The Bank addresses Interest
Rate Risk as part of its Internal Capital
Adequacy Assessment Process (ICAAP)
and incorporates it into stress testing.
Interest rates are a focal point of discussion
during meetings of the ALCO. To further
monitor this risk, the Bank has established
KRIs that track exposure levels and trigger
appropriate risk management actions when
predefined thresholds are exceeded.
Foreign exchange risk
Foreign exchange risk refers to the risk
that the Bank’s financial performance and
position will be affected by fluctuations
which take place in the exchange rates
between different currencies. This risk can
take place when a financial transaction
is undertaken using a currency other
than the base currency of the Bank,
potentially resulting in a loss of before
the transaction is completed. The Bank
mitigates this risk by employing FX hedge
transactions and maintains KRIs to limit
potential adverse currency movements.
This risk falls under the oversight of
the ALCO and Risk Committee.
Operational risk
Operational risk encompasses a wide range
of potential losses arising from inadequate
or failed internal processes, systems,
human errors, or external events. This
includes errors, fraud, legal risks, regulatory
compliance failures, technology failures,
disruptions to business continuity, and any
other operational breakdowns that could
result in financial losses, damage to the
Bank’s reputation, or regulatory sanctions.
Operational risk is inherent in the Bank’s
products, services, and activities. The
Bank’s operational risk management
framework is fully integrated into the Bank’s
overall risk management framework.
The Bank continuously invests in human
resources, processes, and systems to
reduce the risk of operational failures and
ensure it meets its operational targets.
These investments include strengthening
control environments, enhancements in
technology and automation, and targeted
staff training to support ongoing regulatory
compliance and operational resilience.
The Board emphasises continuous control
enhancement and proactive mitigation
to ensure the operational risk profile
remains within approved tolerances and
aligned with the Bank’s risk appetite.
Financial Crime Compliance Risk
Financial Crime Compliance Risk is
defined as the risk of loss resulting from
the Bank being subject to financial crime.
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Annual Report & Financial Statements 2025
Directors’ Report
The Bank is committed to combatting
financial crime and complying with all
applicable laws and regulations relating
to financial crime to safeguard the Bank,
its customers, and its employees against
financial crime-related risks. The Bank has
instituted a Financial Crime Compliance
function and established a Financial
Crime Compliance Committee to address
financial crime. The Bank maintains
zero tolerance for financial crime and
is dedicated to identifying potentially
suspicious activity and vulnerabilities.
The Board provides oversight of the Bank’s
AML/CFT policies, customer assessments,
and sanctions compliance. Governance
is supported through the Financial Crime
Compliance Committee, which ensures that
emerging risks, regulatory expectations,
and operational controls are regularly
reviewed. The Board also monitors
suspicious transaction reporting volumes,
typology trends, and remediation actions,
ensuring the Bank responds proactively to
identified risks. To strengthen the control
environment, the Bank continues to invest in
transaction monitoring systems, screening
tools, and enhanced due-diligence
capabilities. Maintaining a robust
financial crime compliance framework is
considered critical to protecting the Bank’s
regulatory standing and reputation.
Cyber risk
Cyber risk encompasses the potential
harm or disruption to an organization’s
operations, assets, or data caused by cyber-
attacks, security breaches, or technological
vulnerabilities. This risk includes threats
such as malware, phishing attacks,
ransomware, and insider threats, and it
requires robust cybersecurity measures,
employee training, and incident response
plans to mitigate effectively. Managing
cyber risk involves ongoing monitoring,
threat intelligence analysis, and continuous
improvement of security controls and
protocols. The Bank manages cyber risk
as part of its overall risk management
framework. Cyber risks are discussed and
reported in detail at the Risk Committee.
Cybersecurity remains one of the most
rapidly evolving threat areas, and the Risk
Committee receives detailed reporting
on the ICT posture of the Bank including
incidents, and vulnerability assessments.
Staff awareness programmes and
simulated phishing exercises form part of
the Bank’s ongoing efforts to strengthen
user-level resilience and reduce the
likelihood of successful attacks. Given
the dynamic threat landscape, the
Board prioritises continued investment
in modern security architecture and
rapid incident response capabilities.
Business continuity risk
Business continuity risk refers to the
vulnerability of the Bank’s critical operations,
processes, or services to disruption or
failure due to unforeseen events, disasters,
or emergencies. This risk can arise from
natural disasters, pandemics, supply chain
disruptions, or infrastructure failures, and it
highlights the importance of having robust
business continuity plans, disaster recovery
strategies, and effective resilience measures
in place. Effective management of business
continuity risk involves identifying critical
dependencies, establishing recovery
priorities, and conducting regular testing
and simulation exercises to ensure
readiness for various scenarios.
The Board also ensures regular testing
exercises and simulations are conducted
in line with the Bank’s testing program
to validate the Bank’s preparedness
for disruption. In addition, the Board
monitors key operational dependencies,
including third-party resilience, to ensure
that critical outsourced services can
continue to operate under stress.
21
Annual Report & Financial Statements 2025
Directors’ Report
Reputational risk
Reputational risk refers to the threat of
damage to a Bank’s reputation or brand
image resulting from negative perceptions,
actions, or events. This risk can arise from
the various risks mentioned above and other
events, such as ineffective service, unethical
behaviour, environmental controversies,
or data breaches, and it may lead to a
loss of customer trust, decreased market
value, or regulatory scrutiny. To maintain
a strong reputation the Bank proactively
manages its products and services,
promotes transparent communication,
and ensures consistent adherence to
ethical standards and corporate values.
Environmental, Social and
Governance (ESG) Risk
ESG risks encompass the possibility of
detrimental financial consequences to
the institution arising from the current or
anticipated effects of ESG factors on the
Bank, its counterparties, or its invested
assets. The Bank recognizes the need for
a sustainable and responsible banking
strategy and is aware of its exposure to ESG
risks. While closely following regulatory
guidelines, developments and supervisory
expectations it is committed to addressing
ESG risks and factors, acknowledging its
responsibility as a licensed credit institution
to comply with regulations and adopt
good practices. It engages stakeholders to
effectively respond to these complexities,
integrating ESG considerations into
its strategy and operations. Through
diligent tracking of regulatory guidelines,
proactive risk management, and a
materiality assessment of ESG factors,
the Bank ensures comprehensive
risk mitigation. Internal governance
arrangements foster a risk-aware culture,
integrating ESG into business practices.
ESG considerations are becoming
increasingly central to regulatory
supervision. The Risk Committee
oversees the integration of ESG risks
into the Bank’s risk appetite, strategy,
and credit analysis, ensuring alignment
with supervisory expectations.
Internal governance structures further
reinforce ESG implementation and
ongoing reporting responsibilities.
The Directors’ report was signed on
behalf of the Board of Directors on 29
April 2026 by Trond Dale (Chairman) and
Jonathan Bellizzi (Director) as per the
Directors’ Declaration on the ESEF Annual
Financial Report submitted in conjunction
with the Annual Financial Report.
22
Annual Report & Financial Statements 2025
Directors’ Report
FINANCIAL
STATEMENTS
23
Annual Report & Financial Statements 2025
STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
for the year ended 31 December 2025
2025 2024
Note   EUR EUR
Revenue      
Interest income 2 16,300,103 11,932,150
Interest expense 3 (5,417,734) (3,353,489)
Net interest income   10,882,369 8,578,661
Fee and commission income   2,402,875 2,969,523 
Fee and commission expense   (985,623) (981,696)
Net fee and commission income 4 1,417,252 1,987,827
Net operating income before net impairment losses 12,299,621 10,566,488
Net impairment losses  8 (1,525,903) (855,336)
Net operating income   10,773,718 9,711,152
Factoring related expenses 6 746,050 444,566
Employee compensation and benefits 5 3,403,725 3,427,0 90
General administrative expenses 7 2,359,147  2,253,225
Depreciation of property, plant and equipment 18 94,534  5 0,8 62
Amortisation of intangible assets  17 353,165  187,879
Depreciation of right of use assets 16 111,000 151,200
Total expense   7,067,621 6,514,822
Profit before tax 9 3,706,097 3,196,330
Income tax charge 10 (188,126) (501,315)
Profit for the year   3,517,971 2,695,015
Total comprehensive income for the year 3,517,971 2,695,015
24
Annual Report & Financial Statements 2025
Financial Statements
STATEMENT OF FINANCIAL POSITION
as at 31 December 2025
2025 2024
Note   EUR   EUR
Assets
Balance with Central Bank of Malta, and cash and cash equivalents 11 217,888,381 169,448,887
Investments measured at amortised cost 12 2,459,687  2,457,728
Finance lease receivable 13 743,812  1,685,939
Loans to customers 14 57,976,957  34,260,691
Factored receivables 15 104,852,020 68,155,722
Intangible assets 17 1,817,60 2  1,178,188 
Property, plant and equipment 18 372,388  420,694
Deferred tax 19 109,697 61,491 
Right of use assets 16 122,434  240,024 
Other assets 20 2,699,781 2,824,325
Prepayments and accrued income 21 1,917,958  1,441,026 
Total assets
390,960,717 282,174,715
Liabilities
Amounts owed to customers 22 355,553,647 255,331,734
Other liabilities 23 1,026,475 1,039,463
Accruals 24 2,878,255 2,475,989
Lease Liabilities 16 125,657  254,586
Subordinated liabilities 25 4,785,769  
Total liabilities
364,369,803 259,101,772 
Equity
Share capital 26  8,616,433  8,616,433 
Shareholder advance
27
13,118,088  13,118,088 
Currency translation reserve  (433,348)   (433,348) 
Retained earnings 5,289,741 1,771,770 
Total equity 26,590,914 23,072,943
Total liabilities and equity 390,960,717 282,174,715 
Memorandum Items
Total commitments 28 3,714,255  4,083,987
Contingent liabilities 29 7,612,715  7,621,8 4 6 
The notes on pages 28 to 68 are an integral part of these financial statements.
The financial statements on pages 24 to 68 were approved by the Board of Directors and authorised for issue on 29 April 2026. The
financial statements were signed on behalf of the Board of Directors as per the Directors’ Declaration on the ESEF Audit Financial Report
submitted in conjunction with the Annual Financial Report and were signed by:
Mr Trond Dale  Mr Jonathan Bellizzi
Chairman  Director and CEO
25
Annual Report & Financial Statements 2025
Financial Statements
STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2025
Share capital and
shareholders'
advances
Retained earnings
/ (Accumulated
losses)
Currency
translation
reserve Total
EUR EUR EUR EUR
At 01 January 2024
15,074,469  (923,245)  (433,348) 13,717, 876
Increase in shareholders’ contribution
6,660,052     6,6 60, 052
21,734,521 (923,245)  (433,348) 20,377,928
Total comprehensive income for the year
 2,695,015  2,695,015
At 31 December 2024 21,734,521 1,771,770  (433,348) 23,072,943
Total comprehensive income for the year
 3 ,517,971   3,517,971
At 31 December 2025
21,734,521 5,289,741  (433,348) 26,590,914
26
Annual Report & Financial Statements 2025
Financial Statements
STATEMENT OF CASH FLOWS
for the year ended 31 December 2025
2025 2024
Note   EUR EUR
Cash flows from operating activities
Interest and commission received 18,607,144 15,939,786
Interest and commission paid (6,712,883) (4,570,404)
Cash payments to employees and suppliers (6,602,770) (5,851,922)
Cash flows from operating activities before changes
in operating assets and liabilities 5,291,491 5,517,460
Movement in finance lease, loans receivable and factored receivables (60,996,341) (34,359,400)
Movement in other assets (165,050) (2,000,387)
Movement in other liabilities 227,035 144,824
Movement in amounts owed to customers 100,221,915 119,559,780
Net cash generated from operating activities
44,579,050 88,862,277
Cash flows from investing activities
Purchase of property plant and equipment (39,107) (47, 287 )
Purchase of intangible assets (971,521) (908,706)
Net cash used in investing activities (1,010,628) (1,317,373)
Cash flows from financing activities
Proceeds from shareholders' advances  6,660,052
Repayment of lease liability (128,928) (108,896)
Issue of subordinated debt 5,000,000 
Payments of subordinated debt  (1,684,000)
Net cash generated from financing activities 4,871,072 4,867,156
Net movement in cash and cash equivalents 48,439,494 92,412,060
Cash and cash equivalents at the beginning of the year  169,448,887 77,036,827
Cash and cash equivalents at the end of the year 11 217,888,381 169,448,887
27
Annual Report & Financial Statements 2025
Financial Statements
1.  MATERIAL ACCOUNTING POLICY INFORMATION
a. Basis of preparation
The financial statements of the Bank have been
prepared in accordance with International Financial
Reporting Standards as adopted by the European
Union (EU IFRS). These financial statements have also
been prepared in accordance with the provisions of
the Banking Act (Cap. 371) and the Companies Act,
1995 (Cap. 386). The financial statements have been
prepared on the historical cost basis, except for certain
financial assets which are measured at their fair value.
Going Concern
The financial statements are prepared on a going
concern basis, as the Directors are satisfied that the
Bank has the resources to continue in business for
the foreseeable future. In making this assessment,
the Directors have considered a wide range of
information relating to present and future conditions,
including future projections of profitability, cash
flows, capital requirements and capital resources.
International financial reporting standards
effective in the current year
Standards, interpretations and amendments to published
standards, which are effective in the current year:
In the current year, the Bank has applied a number of
amendments to IFRS Accounting Standards issued by
the International Accounting Standards Board (IASB)
that are mandatorily effective for an accounting period
that begins on or after 1 January 2024. Their adoption
has not had any material impact on the disclosures or
on the amounts reported in these financial statements.
The following amendments are effective in the current year:
  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).
The Bank's assets and liabilities are presented in order
of liquidity. Therefore, the Bank is not affected by
Classification of Liabilities as Current or Non-current
(Amendments to IAS 1) and Non-current liabilities
with Covenants (Amendments to IAS 1), which
clarify certain requirements for determining whether
a liability is classified as current or non-current
Standards, interpretations and amendments to
published standards that are not yet effective
Up to the date of approval of these financial
statements, certain 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.
The following standards, interpretations and
amendments have been issued by the IASB:
  Amendments to IFRS 9 and IFRS 7 – Contracts 
Referencing Nature-dependent Electricity (effective
for financial periods beginning on or after 1 January
2026, subject to endorsement by the EU).
  Annual Improvements Volume 11 (effective for
financial periods beginning on or after 1 January
2026, subject to endorsement by the EU).
  IFRS 19 – Subsidiaries without Public
Accountability: Disclosures (effective for
financial periods beginning on or after 1 January
2027, subject to endorsement by the EU).
NOTES TO THE FINANCIAL
STATEMENTS
28
Annual Report & Financial Statements 2025
Notes to the 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 banks and similar 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.
  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;
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:
 whether contractual terms are consistent with a
basic lending arrangement;
 assets with non-recourse features; and
 contractually-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 a basic lending risks
and costs.
The changes resulting from the future adoption
of IFRS 18 and of the amendments to IFRS 9
and IFRS 7 (Classification and Measurement of
Financial Instruments) are in the process of being
assessed by the Bank to determine the potential
effect on the financial statements of the Bank.
The amendments to IAS 21 and to IFRS 9 and IFRS 7
(Contracts Referencing Nature-dependent Electricity), the
Annual Improvements Volume 11, and the introduction of
IFRS 19 have been determined not to have a material effect.  
b. Foreign currency translation
In preparing the financial statements, transactions
denominated in currencies other than the functional
currency are translated at the exchange rates ruling on
the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies are translated to EUR at
the rates of exchange ruling at the reporting date. Gains and
losses arising from such translation are dealt with in profit
or loss. Non-monetary assets and liabilities denominated
in foreign currencies that are stated at fair value are
translated to EUR at the exchange rate prevailing on the
date the fair value was determined. Non-monetary assets
and liabilities denominated in foreign currencies that are
measured in terms of historical cost are not retranslated.
29
Annual Report & Financial Statements 2025
Notes to the Financial Statements
1. MATERIAL ACCOUNTING POLICY INFORMATION (continued)
a. Basis of preparation (continued)
c. Loans and receivables
Financial assets at amortised cost
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.
Financial assets at amortised cost include balances with
Central Bank of Malta, cash and cash equivalents, loans to
customers and investments at amortised cost. Financial
assets at amortised cost are initially recognised at their
fair value plus directly attributable transaction costs
Appropriate allowances for expected credit losses
(’ECLs’) are recognised in profit or loss in accordance
with the Bank’s accounting policy on ECLs.
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.
Interest income is recognised using the effective
interest method and is included in the line item ’Interest
income’. 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. For financial assets that
have subsequently become credit-impaired, interest
income is recognised by applying the effective interest
rate to the amortised cost of the financial asset.
Fair value through other comprehensive income (FVOCI)
Fair value through other comprehensive income (FVOCI):
Financial assets that are held for collection of contractual
cash flows and for selling the assets, where the assets’
cash flows represent solely payments of principal and
interest, and that are not designated at fair value through
profit and loss (FVTPL), are measured at FVOCI. Financial
assets at FVOCI are initially recognised at their fair value
plus directly attributable transaction costs. Movements
in the carrying amount are taken through OCI, except for
the FVOCI recognition of impairment gains or losses on
specified dates, interest revenue and foreign exchange
gains and losses on the instrument amortised cost which
are recognised in profit or loss. When the financial asset
is derecognised, the cumulative gain or loss previously
recognised in other comprehensive income (OCI) is
reclassified from equity to profit or loss and recognised
in “Net gain on investment securities”. Interest income
from these financial assets is included in ’Interest
income’ using the effective interest rate method.
Business model assessment
The Bank assessed the objective of a business
model in which an asset is held at a portfolio level
because this best reflects the way the business is
managed and information is provided to management.
The information considered included:
  the stated policies and objectives for the portfolio
and the operation of those policies in practice. In
particular, whether management’s strategy focuses
on earning contractual interest revenue maintaining
a particular interest rate profile, matching the
duration of the financial assets to the duration
of the liabilities that are funding those assets or
realising cash flows through the sale of the assets;
  how the performance of the portfolio is evaluated
and reported to the Bank’s management;
  the risks that affect the performance of the business
model (and the financial assets held within that
business model) and how those risks are managed;
  the frequency, volume and timing of sales in prior
periods, the reasons for such sales and its expectations
about future sales activity. However, information
about sales activity is not considered in isolation, but
as part of an overall assessment of how the Bank’s
stated objective for managing the financial assets
is achieved and how cash flows are realised.
30
Annual Report & Financial Statements 2025
Notes to the Financial Statements
1. MATERIAL ACCOUNTING POLICY INFORMATION (continued)
Cash flows that represent solely
payments of principal and interest
For the purposes of this assessment, ’principal’ is defined
as the fair value of the financial asset on initial recognition.
’Interest’ is defined as consideration for the time value of
money and for the credit risk associated with the principal
amount outstanding during a particular period of time
and for other basic lending risks and costs (e.g. liquidity
risk and administrative costs), as well as profit margin.
In assessing whether the contractual cash flows are
solely payments of principal and interest, the Bank will
consider the contractual terms of the instrument. This
includes assessing whether the financial asset contains a
contractual term that could change the timing or amount
of contractual cash flows such that it would not meet this
condition. In making the assessment, the Bank considers:
contingent events that would change the
amount and timing of cash flows;
leverage features;
prepayment and extension terms;
terms that limit the Bank’s claim to cash
flows from specified assets (e.g. non-
recourse asset arrangements); and
features that modify consideration of the time value
of money – e.g. periodical reset of interest rates.
Expected credit losses
The impairment model applies to the following financial
instruments that are not measured at FVTPL:
financial assets that are measured at amortised cost;
debt instruments that are classified as at fair
value through other comprehensive income;
financial lease receivables;
factored receivables; and
irrevocable loan commitments.
Under IFRS 9, the Bank recognises a loss allowance at
an amount equal to lifetime ECL, except in the following
cases, where the amount recognised is 12-month ECL:
financial instruments which have low
credit risk at the reporting date; and
financial instruments on which credit risk has not
increased significantly since their initial recognition.
For finance lease receivables, the Bank applies the
following accounting policy to measure the loss
allowance –the ’three-stage’ model below.
IFRS 9 outlines a ’three-stage’ model for impairment
based on changes in credit quality since initial
recognition as summarised below:
A financial instrument that is not credit-impaired on
initial recognition is classified in ’Stage 1’ and has its
credit risk continuously monitored by the Bank.
If a significant increase in credit risk (’SICR)
since initial recognition is identified, the financial
instrument is moved to ’Stage 2’ but is not yet
deemed to be credit-impaired. The assessment of
whether credit risk on a financial asset has increased
significantly is one of the critical judgements in
implementing the impairment model of IFRS 9.
If the financial instrument is deemed to
be credit-impaired but not purchased or
originated credit impaired (POCI), the financial
instrument is then moved to ’Stage 3.
Financial instruments in Stage 1 have their ECL
measured at an amount equal to the portion of
lifetime expected credit losses that result from
default events possible within the next 12 months.
Instruments in Stages 2 and 3 have their ECL measured
based on expected losses on a lifetime basis.
A pervasive concept in measuring ECL in
accordance with IFRS 9 is that it should
consider forward-looking information.
31
Annual Report & Financial Statements 2025
Notes to the Financial Statements
1. MATERIAL ACCOUNTING POLICY INFORMATION (continued)
c. Loans and receivables (continued)
The following diagram summarises the ’three-stage’ model for impairment under IFRS 9:
Change in credit quality since initial recognition
Stage 1 Stage 2 Stage 3
(Initial recognition) 
12-month expected credit losses
(Significant increase in credit risk
since initial recognition) 
Lifetime expected credit losses
(Credit impaired assets) 
Lifetime expected credit losses
Significant increase in credit risk (SICR)
The assessment of whether credit risk on a financial
asset has increased significantly is one of the critical
judgements in implementing the impairment model of
IFRS 9. The Bank adopts the rebuttable presumption that
there was a significant increase in credit risk when the
contractual payments are more than 30 days past due.
In the case of the Bank’s loan portfolio, the objective of the
assessment is to identify whether a significant increase in
credit risk has occurred for an exposure by comparing:
  the remaining lifetime probability of default 
(PD) as at the reporting date; with
  the remaining lifetime PD for the point in time that
was estimated at the time of initial recognition
of the exposure (adjusted where relevant for
changes in prepayment expectations).
The Bank assesses SICR through direct client contact,
arrears and changes in sectoral levels of the borrower.
The Bank applies the low credit risk simplification for
all investments which are of an investment grade.
In assessing whether a borrower is in default,
the Bank considers indicators that are:
  qualitative – e.g. breaches of covenant;
  quantitative – e.g. overdue status and non-payment on
another obligation of the same issuer to the Bank; and
  based on data developed internally and
obtained from external sources.
Inputs into the assessment of whether a financial
instrument is in default and their significance may
vary over time to reflect changes in circumstances.
The Bank considers a financial asset to be in default when:
  the borrower is unlikely to pay its credit obligations
to the Bank in full, without recourse by the Bank to
actions such as realising security (if any is held); or
  the borrower is past due more than 90 days on any
material credit obligation to the Bank. Overdrafts are
considered as being past due once the customer
has breached an advised limit or been advised of a
limit smaller than the current amount outstanding.
The Bank assesses on a forward-looking basis the expected
credit loss (ECL) associated with its financial assets. The
Bank recognises a loss allowance for such losses at each
reporting date. The measurement of ECL will reflect:
  An unbiased and probability-weighted amount that is
determined by evaluating a range of possible outcomes;
  The time value of money; and 
  Reasonable and supportable information that
is available without undue cost or effort at the
reporting date about past events, current conditions
and forecasts of future economic conditions.
Measuring ECL
Under the ’three-stage’ model, the ECL is measured on
either a 12-month (12M) or Lifetime basis depending
on whether a significant increase in credit risk has
occurred since initial recognition or whether an asset
is considered to be credit impaired. Expected credit
losses are the discounted product of the Probability
of Default (PD), Exposure at Default (EAD), and
Loss Given Default (LGD), defined as follows:
  The PD represents the likelihood of a borrower
defaulting on its financial obligation (as per
"Definition of default and credit-impaired" above),
either over the next 12 months (12M PD), or over the
remaining lifetime (Lifetime PD) of the obligation.
32
Annual Report & Financial Statements 2025
Notes to the Financial Statements
1. MATERIAL ACCOUNTING POLICY INFORMATION (continued)
c. Loans and receivables (continued)
  EAD is based on the amounts the Bank expects to be
owed at the time of default, over the next 12 months
(12M EAD) or over the remaining lifetime (Lifetime EAD).
For example, for a revolving commitment, the Bank
includes the current drawn balance plus any further
amount that is expected to be drawn up to the current
contractual limit by the time of default, should it occur.
  LGD represents the Bank’s expectation of the 
extent of loss on a defaulted exposure. LGD varies
by type of counterparty, type and seniority of
claim and availability of collateral or other credit
support. LGD is expressed as a percentage loss
per unit of exposure at the time of default (EAD).
The ECL is determined by projecting the PD, LGD, and EAD
for each future month and for each individual exposure or
collective segment. These three components are multiplied
together and adjusted for the likelihood of survival (i.e. the
exposure has not prepaid or defaulted in an earlier month).
This effectively calculates an ECL for each future month,
which is then discounted back to the reporting date and
summed. The discount rate used in the ECL calculation is the
original effective interest rate or an approximation thereof.
Forward-looking information
The assessment of SICR and the calculation of ECL
both incorporate forward-looking information. The
Bank has performed historical analysis and identified
the key economic variables impacting credit risk
and expected credit losses for each portfolio.
These economic variables and their associated impact
on the PD, EAD and LGD vary by financial instrument.
Expert judgement will also be applied in this process.
Presentation of allowance for ECL in the
statement of financial position
Loss allowances for ECL will be presented in the
statement of financial position as follows:
  Financial assets measured at amortised 
cost: as a deduction from the gross
carrying amount of the assets;
  Loan commitments: generally, as a provision; and
  Where a financial instrument includes both a drawn
and undrawn component, and the Bank cannot
identify the ECL on the loan commitment component
separately from those on the drawn component:
The Bank will present a combined loss allowance
for both components. The combined amount will be
presented as a deduction from the gross carrying
amount of the drawn component. Any excess of
the loss allowance over the gross amount of the
drawn component will be presented as a provision.
Collective basis
If evidence of a significant increase in credit risk at the
individual instrument level is not yet available, the Bank
performs the assessment of significant increases in credit
risk on a collective basis by considering information on, for
example, a group or sub-group of financial instruments.
Where the Bank does not have reasonable and supportable
information that is available without undue cost or effort
to measure lifetime ECL on an individual instrument
basis, lifetime ECL is measured on a collective basis.
In such instances, the financial instruments are grouped
on the basis of shared credit risk characteristics, including
geographical, industry and collateral classification.
Measurement of ECL
ECL is a probability-weighted estimate of credit
losses. It will be measured as follows:
  financial assets that are not credit-impaired at the
reporting date: as the present value of all cash
shortfalls (i.e. the difference between the cash flows
due to the entity in accordance with the contract and
the cash flows that the Bank expects to receive);
  financial assets that are credit-impaired at
the reporting date: as the difference between
the gross carrying amount and the present
value of estimated future cash flows; and
  undrawn loan commitments: as the present value of
the difference between the contractual cash flows that
are due to the Bank if the commitment is drawn down
and the cash flows that the Bank expects to receive.
For lease receivables, the cash flows used for
determining the expected credit loss are consistent
with the cash flows used in measuring the lease
receivable in accordance with IFRS 16 Leases.
33
Annual Report & Financial Statements 2025
Notes to the Financial Statements
1. MATERIAL ACCOUNTING POLICY INFORMATION (continued)
c. Loans and receivables (continued)
d. Financial liabilities and
equity instruments
Financial liabilities and equity instruments are classified
according to the substance of the contractual
arrangements entered into, and the definitions of
a financial liability and an equity instrument.
Financial liabilities are initially measured at fair value plus,
in the case of financial liabilities not at fair value through
profit or loss, transaction costs that are directly attributable
to their issue. Financial liabilities are subsequently
measured at amortised cost using the effective interest
method, except for financial liabilities at fair value through
profit or loss, which are measured at fair value.
Financial liabilities at fair value through profit or loss
include financial liabilities classified as held for trading
and those designated at fair value through profit or
loss upon initial recognition. During the current period,
the Bank did not designate any financial liabilities at
fair value through profit or loss upon initial recognition.
Derivatives are categorised as held for trading unless
they are designated as effective hedging instruments.
Financial liabilities that are measured at amortised
cost using the effective interest method include
primarily amounts owed to banks and customers,
subordinated liabilities and debt securities in issue.
The gain or loss on financial liabilities classified as at fair
value through profit or loss is recognised in profit or loss. For
financial liabilities carried at amortised cost, the gain or loss
is recognised in profit or loss when the financial liability is
derecognised and through the amortisation process whereby
any difference between the proceeds, net of transaction
costs, and the settlement or redemption is recognised over
the term of the financial liability. Equity instruments are
recorded at the proceeds received, net of direct issue costs.
e. Recognition, de-recognition and offsetting
of financial assets and financial liabilities
Financial assets and financial liabilities are
recognised when the Bank becomes a party to
the contractual provisions of the instrument.
All loans and receivables are recognised
when cash is advanced to borrowers.
A financial asset is derecognised when the contractual
rights to the cash flows from the financial asset expire, or
when the Bank transfers the financial asset and the transfer
qualifies for derecognition. A financial liability is derecognised
when it is 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 statements of financial position
when the Bank 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.
f. Intangible assets
Intangible assets comprise trademarks, computer
software, computer systems and website costs. In
determining the classification of an asset that incorporates
both intangible and tangible elements, judgment is
used in assessing which element is more significant.
Computer software which is an integral part of the related
hardware is classified as property, plant and equipment
and accounted for in accordance with the Bank’s
accounting policy on property, plant and equipment.
Where the software is not an integral part of the related
hardware, this is classified as an intangible asset.
An intangible asset is recognised if it is probable
that the expected future economic benefits that are
attributable to the asset will flow to the Bank and
the cost of the asset can be measured reliably.
An intangible asset is derecognised on disposal or when
no future economic benefits are expected from its use
or disposal. Gains or losses arising from derecognition
represent the difference between the net disposal
proceeds, if any, and the carrying amount, and are
included in profit or loss in the period of derecognition.
Intangible assets are initially measured at cost. After initial
recognition, they are carried at cost less any accumulated
amortisation and any accumulated impairment losses.
g. Depreciation and amortisation
Amortisation of intangible assets commence when these
assets are available for use and are charged to profit or loss
so as to write off the cost of assets, other than land, less
any estimated residual value, over their estimated useful
life, using the straight-line method, on the following bases:
34
Annual Report & Financial Statements 2025
Notes to the Financial Statements
1. MATERIAL ACCOUNTING POLICY INFORMATION (continued)
Intangible assets
Trademark  10% per annum
Computer software  20% to 33% per annum
Computer systems  20% per annum
Website costs  33% per annum
The depreciation or amortisation method
applied, the residual value and the useful life
are reviewed at each reporting date.
h. Impairment of intangible assets
At each reporting date the Bank reviews the carrying
amount of its intangible assets to determine whether
there is any indication that those assets have suffered
an impairment loss. If such indication exists, the
recoverable amount is estimated in order to determine
the extent of the impairment loss and the carrying
amount of the asset is reduced to its recoverable
amount, as calculated. The recoverable amount is the
higher of fair value less costs to sell and value in use.
An impairment loss is recognised immediately in profit
or loss, unless the asset is carried at a revalued amount,
in which case the loss shall be treated as a revaluation
decrease to the extent that it does not exceed the amount
in the revaluation surplus for that asset. An impairment
loss recognised in a prior year is reversed if there has
been a change in the estimates used to determine the
asset’s recoverable amount since the last impairment loss
was recognised. When an impairment loss subsequently
reverses, the carrying amount of the asset is increased
to the revised estimate of its recoverable amount, to
the extent that it does not exceed the carrying amount
that would have been determined had no impairment
loss been recognised for the asset in prior years.
Impairment reversals are recognised immediately in profit
or loss, unless the asset is carried at a revalued amount,
in which case the impairment reversal is recognised
directly in equity, unless an impairment loss on the same
asset was previously recognised in profit or loss.
i. Provisions
Provisions are recognised when the Bank has a present, legal
or constructive obligation as a result of a past event, and it is
probable that an outflow of resources embodying economic
benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation.
Provisions are measured at the directors’ best estimate of
the expenditure required to settle the present obligation at
the reporting date. If the effect of the time value of money
is material, provisions are determined by discounting the
expected future cash flows at a pre-tax rate that reflects
current market assessments of the time value of money
and, where appropriate, the risks specific to the liability.
Provisions are not recognised for future operating losses.
j. Taxation
Current and deferred tax is charged or credited to profit or
loss, except when it relates to items charged or credited
directly to equity, in which case it is also dealt within equity.
Current tax is based on the taxable result for the period. The
taxable result for the period differs from the result as reported
in the statements of comprehensive income because it
excludes items which are non-assessable or disallowed and
it further excludes items that are taxable or deductible in
other periods. It is calculated using tax rates that have been
enacted or substantively enacted by the reporting date.
Deferred tax is determined under the balance sheet
liability method in respect of all temporary differences
between the carrying amount of an asset or liability in
the statements of financial position and its tax base.
Deferred tax liabilities are generally recognised for all taxable
temporary differences and deferred tax assets including
deferred tax assets for the carry forward of unused tax
losses and unused tax credits, are recognised to the extent
that it is probable that taxable profits will be available
against which deductible temporary differences (or the
unused tax losses and unused tax credits) can be utilised.
The carrying amount of deferred tax assets is reviewed
at the end of each reporting period and reduced to the
extent that it is no longer probable that sufficient taxable
profit will be available to allow all or part of the asset to be
utilised. Deferred tax is calculated at the tax rates that are
expected to apply to the period when the asset is realised,
or the liability is settled based on tax rates that have been
enacted or substantively enacted by the reporting date.
In terms of Article 3 (6) of the Consolidated Group (Income
Tax) Rules (Subsidiary Legislation 123.189) (’SL 123.189),
where the parent company makes an election in order
for itself and its 95% subsidiary to form a fiscal unit (the
35
Annual Report & Financial Statements 2025
Notes to the Financial Statements
1. MATERIAL ACCOUNTING POLICY INFORMATION (continued)
g. Depreciation and amortisation (continued)
’transparent subsidiary), the parent company (the ’principal
taxpayer’) assumes the rights, duties and obligations
under the Income Tax Acts relative to that fiscal unit.
In terms of Article 4 (1) of SL 123.189, where a 95% subsidiary
joins a fiscal unit (a) the balance of any item allowed to be
carried forward thereby under the Income Tax Act, under
any rules made thereunder or any other tax credits that
may be carried forward in terms of any other law, and (b)
the balance of any profits allocated to the tax accounts,
excluding the untaxed account, of the 95% subsidiary,
existing at the end of the basis year preceding that with
regard to which the election for the 95% subsidiary to join
the fiscal unit becomes effective, shall be considered to be
a balance of the principal taxpayer as from the basis year
with regard to which the election for the 95% subsidiary to
join the fiscal unit becomes effective. Provided that where
the subsidiary is not a 100% subsidiary, the aggregation
referred to in Article 4 (1) of SL 123.189 shall be subject to
the approval of the holders of the equity shares which are
not owned, directly or indirectly, by the parent company.
In any circumstance in which the provisions of Article 4 (1)
of SL 123.189 do not apply, where the balances referred
to in that sub-article are retained by the 95% subsidiary,
such balances shall be kept in abeyance and not taken into
account for the purposes of the Income Tax Act for as long
as the 95% subsidiary remains a transparent subsidiary,
after which time such balances shall once again become
available to the 95% subsidiary without reduction or limitation.
In terms of Article 6 (1) of SL 123.189, the chargeable income
of a fiscal unit for a year of assessment shall be computed
as if such income was derived by the principal taxpayer
and shall be chargeable to tax in the name of the principal
taxpayer at the rate/s applicable thereto. In terms of Article
12 (3) of SL 123.189, where a fiscal unit has been formed: (a)
the principal taxpayer and its 100% subsidiaries which are
transparent subsidiaries shall be jointly and severally liable
for the payment of tax, additional tax and interest due by the
fiscal unit; (b) without prejudice to paragraph (a): (i) the tax due
by the fiscal unit may be apportioned between the principal
taxpayer and its 100% subsidiaries which are transparent
subsidiaries as the principal taxpayer may determine; (ii)
the tax due by the fiscal unit, or part thereof, may also be
apportioned to a transparent subsidiary which is a 95%
subsidiary but not a 100% subsidiary in accordance with an
agreement agreed to by and between the principal taxpayer.
k. Revenue recognition
Interest income is accrued on a time basis, by reference
to the principal outstanding and at the effective interest
rate applicable. When calculating the effective interest
rate, the Bank estimates cash flows considering all
contractual terms of the instrument but not future credit
losses. The calculation includes payments and receipts
that are an integral part of the effective interest rate,
transaction costs and all other discounts or premiums.
Fees and commissions that are earned on the execution
of a significant transaction are recognised as revenue
when the significant transaction has been completed.
Fees and commissions that are earned as services are
provided to the client are recognised as revenue as the
services are provided. Where fees are charged to cover
the cost of a continuing service, these are recognised
on an appropriate basis over the relevant period.
When the Bank acts as an agent to arrange for the
provision of the specified service by another party revenue
is recognized in the amount of any fee or commission
to which the Bank expects to be entitled in exchange
for arranging for the specified services to be provided
by the other party. The fee or commission might be the
net amount of consideration that the Bank retains after
paying the other party the consideration received in
exchange for the services to be provided by that party.
l. Employee benefits
The Bank contributes towards the state pension
and the social security in accordance with local
legislation. The costs of retirement benefits are
charged to profit or loss as they accrue.
m. Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and
deposits repayable on demand or with a contractual
period to maturity of less than 90 days; advances to
banks repayable within 90 days from the date of the
advance and balances with the Central Bank of Malta.
Amounts owed to banks that are repayable on demand
or with a contractual period to maturity of less than 90
days and which form an integral part of the Bank’s cash
management are included as a component of cash and cash
equivalents for the purpose of the cash flow statements.
36
Annual Report & Financial Statements 2025
Notes to the Financial Statements
1. MATERIAL ACCOUNTING POLICY INFORMATION (continued)
j. Taxation (continued)
n. Finance leases
Assets leased to customers under agreements which
transfer substantially all the risks and rewards associated
with ownership, other than legal title, are classified as
finance leases. Finance charges receivable are recognised
in the statements of financial position and income is
recognised over the period of the lease so as to give a
constant rate of return on the net cash investment in the
lease, considering all receipts associated with the lease.
o. Non-current assets held for sale
Non-current assets are classified as assets held for sale and
are stated at the lower of carrying amount and fair value less
costs to sell when their carrying amount is to be recovered
principally through a sale transaction rather than through
continuing use and a sale is considered highly probable.
p. Loan commitments
Loan commitments are the Bank’s commitments to
provide credit under pre-specified terms and conditions
and are measured as the amount of the loss allowance.
For loan commitments, the loss allowance is recognised
as a provision. However, for contracts that include both a
loan and an undrawn commitment and the Bank cannot
separately identify the Expected Credit Losses on the
undrawn commitment component from those on the loan
component, the Expected Credit Losses on the undrawn
commitment are recognised together with the loss allowance
for the loan. To the extent that the combined Expected Credit
Losses exceed the gross carrying amount of the loan, the
Expected Credit Losses are recognised as a provision.
q. Judgments in applying accounting
policies and key sources of
estimation uncertainty
The preparation of financial statements in conformity
with IFRSs as adopted by the EU requires management
to make judgements, estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of
revenues and expenses during the reporting period. The
estimates and associated assumptions are based on
historical experience and other factors that are considered
to be relevant, as adjusted for conditions at the balance
sheet date. Actual results could differ from such estimates.
Impairment of financial assets at amortised cost
The Bank assesses on a forward-looking basis the expected
credit loss (ECL) associated with its loan and financial
leases portfolio, factored receivables, investments carried
at amortised costs and FVOCI and other financial assets.
The Bank recognises a loss allowance for such losses at
each reporting date. The measurement of ECL reflects:
An unbiased and probability weighted amount that is
determined by evaluating a range of possible outcomes;
The time value of money; and
Reasonable and supportable information that
is available without undue cost or effort at the
reporting date about past events, current conditions
and forecasts of future economic conditions.
For the year ended 31 December 2025 there was an
impairment allowance of EUR 2,356,682 (2024: EUR
1,434,154) on the Bank’s finance lease receivable,
loans to customers and factored receivables.
Taxation
Current tax is the result of taxable profit for the
period. The taxable result is different from the
amount reported in profit or loss since it excludes
disallowed and non-assessable items.
In the process of applying the Bank’s accounting
policies, management has made no other judgements
which can significantly affect the amounts recognised
in the financial statements. At the reporting date,
there were no other key assumptions concerning
the future, or any other key sources of estimation
uncertainty, that have a significant risk of causing
a material adjustment to the carrying amounts of
assets and liabilities within the next financial year.
37
Annual Report & Financial Statements 2025
Notes to the Financial Statements
1. MATERIAL ACCOUNTING POLICY INFORMATION (continued)
2.  INTEREST INCOME
2025 2024
  EUR EUR
Interest income from factoring arrangements 8,298,214 5,585,895
On cash at bank  4,240,932  3,899,759
Loan interest income 3,611,930  2,250,909 
Finance lease interest income  94,315  176,216 
On investments at amortised cost  54,712  19,371 
Interest Income  16,300,103  11,932,150
3.  INTEREST EXPENSE
2025 2024
  EUR EUR
On amounts owed to customers 4,720,836 2,612,845
On subordinated debt 144,426   82,095 
On FX forward contracts 552,472 658,549
Interest Expense 5,417,734 3,353,489
4.  NET FEE AND COMMISSION INCOME
2025 2024
  EUR EUR
Arrangement fees on finance leases and loans 355,580 578,419
Cash management fee income 1,940,752  1,735,299 
Agency fee 106,543 655,805
Fee and commission income  2,402,875 2,969,523
Origination fee on finance leases and loans (521,863) (514,242)
Cash management fee expense (82,924) (71,939)
Other fees (380,836) (395,515)
Fee and commission expense (985,623) (981,696)
Net fee and commission income  1,417,252 1,987,827
38
Annual Report & Financial Statements 2025
Notes to the Financial Statements
5.  EMPLOYEE COMPENSATION AND BENEFITS
5.1  Directors compensation
2025 2024
  EUR EUR
Directors’ fees 449,106 593,160
Directors’ salaries 262,826 212,539
Total remuneration for directors 711,932  805,699
All directors’ fees and emoluments consist of short-term benefits.
5.2  Personnel expenses including directors’ salaries incurred during the period are analysed as follows:
2025 2024
  EUR EUR
Wages and salaries 3,080,239 3,109,840
Social security costs  133,548  88,662
Other staff costs 189,938 228,588
3,403,725 3,427,090
Other staff costs consist of fringe benefits, staff training and recruitment costs.
5.3  The average number of employees employed during the period excluding non-executive directors was as follows:
2025 2024
Number Number
Chiefs 3  5
Heads 11  8
Managers  13   13 
Senior officers 9  12 
Officers 12  13 
Other 1  1
Total 49  52
39
Annual Report & Financial Statements 2025
Notes to the Financial Statements
6.  FACTORING RELATED EXPENSES
2025 2024
  EUR EUR
Outsourcing and system costs 144,804 162,784
Credit insurance 508,799 232,088
Due diligence fees 92,447 49,694
746,050 444,566
7.   GENERAL ADMINISTRATIVE EXPENSES
The main categories of general administrative expenses consist of the following:
2025 2024
  EUR EUR
Office, IT and financial 1,265,797  1,183,937
Professional, regulatory and insurance 782,631  682,138 
Marketing and travelling 154,899  283,895
Deposit funding costs 155,820 103,255
2,359,147 2,253,225
8.  NET IMPAIRMENT LOSSES
2025 2024
Write Downs:
  EUR EUR
On financial assets
charge for expected credit loss 1,012,113 892,045
decrease due to write off 513,978 
provision on assets held for realisation (188)  (37,0 69) 
Net impairment losses
1,525,903  855,336
40
Annual Report & Financial Statements 2025
Notes to the Financial Statements
The following table shows the movement in ECLs that has been recognised for the respective financial assets:
Loans: 12m ECL
Lifetime ECL 
(not credit-
impaired)
Lifetime ECL 
(credit-impaired 
but not POCI)
Loans to 
customers
EUR
Loans to 
customers
EUR
Loans to 
customers
EUR
Opening balance at 01 Jan 2025 106,325 239,558 508,397
Resulting from new originations during the year 138,516  
Resulting from closing of lending deals during the year (67,542) (1,650) (4,220)
177,299 237,908 504,177
Movement from:
12m ECL to lifetime (credit-impaired) ECL (15)   9,131
Lifetime (not credit-impaired) ECL to lifetime (credit-impaired) ECL   
12m ECL to lifetime (not credit-impaired) ECL (646) 6,348 
Changes in risk parameters (1,106) (116,986) 1, 4 37, 850
Closing balance 31 December 2025 175,532 127,270 1,951,158
Opening balance at 01 Jan 2024 68,520  51,285
Resulting from new originations during the year 97,557 237,908  
Resulting from closing of lending deals during the year (20,716)  (274)
145,361 237,908 51,011
Movement from:
12m ECL to lifetime (credit-impaired) ECL (11,836)   4 5 7,193
lifetime (not credit-impaired) to lifetime (credit-impaired) ECL   
lifetime (not credit-impaired) ECL to 12m ECL (765) 1,650 
Movement during the year
Changes in risk parameters (26,435)  193
Closing balance 31 December 2024 106,325 239,558 508,397
41
Annual Report & Financial Statements 2025
Notes to the Financial Statements
8. NET IMPAIRMENT LOSSES (continued)
Finance lease receivables: 12m ECL
Lifetime ECL 
(not credit-
impaired)
Lifetime ECL 
(credit-impaired 
but not POCI)
Finance lease
receivables
EUR
Finance lease
receivables
EUR
Finance lease
receivables
EUR
Opening balance at 1 Jan 2025 5,132  544,698
Resulting from new originations during the year   
Resulting from closing of lending deals during the year (1,112)  (543,478)
4,020  1,220
Movement from:
lifetime (not credit-impaired) to lifetime (credit-impaired) ECL   
Changes in risk parameters (2,440)  235
Closing balance 31 December 2025
1,580  1,445
Opening balance at 1 Jan 2024 13,914 4,397 238,431
Resulting from new originations during the year   
Resulting from closing of lending deals during the year (636)  (4,765)
13,278 4,397  233,666
Changes in risk parameters  (4,397) 11,289
(8,146)  299,743
Closing balance 31 December 2024 5,132  544,698
Factored receivables: 12m ECL
Lifetime ECL 
(not credit-
impaired)
Lifetime ECL 
(credit-impaired 
but not POCI)
Factored
receivables
EUR
Factored
receivables
EUR
Factored
receivables
EUR
Opening balance at 1 Jan 2025 18,086 11,958 
Resulting from new originations during the year 46,304 41,600 11,793
Resulting from closing of lending deals during the year (18,086) (11,958) 
Closing balance 31 December 2025 46,304 41,600 11,793
Opening balance at 1 Jan 2024
77,74 3 95,968                              
Resulting from new originations during the year
18,086 11,958 
Resulting from closing of lending deals during the period
(77,74 3) (95,968) 
Closing balance 31 December 2024
18,086 11,958 
42
Annual Report & Financial Statements 2025
Notes to the Financial Statements
8. NET IMPAIRMENT LOSSES (continued)
The following table explains how significant changes in the gross carrying amount of certain financial assets (and
contract assets) contributed to changes in the loss allowance:
Current year Exposure 12m ECL
Lifetime ECL 
(not credit-
impaired)
Lifetime ECL 
(credit-impaired 
but not POCI)
EUR EUR EUR EUR
Financial leases
Settlement in full of finance leases with
a gross carrying amount of 947,78 5 (1,112)  (543,478)
Net change in the grading of loans amounting to    
Loans
New loans during the year 37, 25 5,3 4 8 138,516  
Net change in the grading of loans amounting to 1,678,054 (661) 6,348 9,131
Settlement in full of Loans with a gross carrying amount of
8,608,483 (67,542) (1,650) (4,220)
Factored receivables
New factored receivables during the year
465,875,425 46,304 41,600 11,793
Settlement in full of factored receivables
with a gross carrying amount of
429,209,185 (18,086) (11,958) 
Comparative year Exposure 12m ECL
Lifetime ECL 
(not credit-
impaired)
Lifetime ECL 
(credit-impaired 
but not POCI)
EUR EUR EUR EUR
Financial leases
Settlement in full of finance leases with
a gross carrying amount of 1,249,216 (636)   (4,765)
Net change in the grading of loans amounting to   (4,397) 11,289
Loans
New loans during the year
17,204,002 97, 557 237,908 
Net change in the grading of loans amounting to
2,529,680 (12,601) 1,650 4 5 7,193
Settlement in full of Loans with a gross carrying amount of
6,935,880 (20,716)  (274)
Factored receivables
New factored receivables during the year
278,576,450 18,086 11,958 
Settlement in full of factored receivables
with a gross carrying amount of
25 3,207,5 8 3 (7 7,74 3) (95,968) 
43
Annual Report & Financial Statements 2025
Notes to the Financial Statements
8. NET IMPAIRMENT LOSSES (continued)
9.  PROFIT BEFORE TAX
2025 2024
  EUR EUR
Profit before tax is stated after charging:
Total remuneration payable to the Bank’s auditors for:
the audit of financial statements 60,000 46,300
tax related services 9,500 2,650
non-audit services 8,000 10,000 
77,50 0 58,950
10.  INCOME TAX EXPENSE
2025 2024
  EUR EUR
Current tax charge (236,332) (156,373) 
Deferred tax charge/(credit) 48,206 (344,942)
(188,126) (501,315)   
The tax recognised in profit or loss on the Bank’s profit before tax differs from the theoretical amount that would arise
using the applicable tax rate as follows:
2025 2024
  EUR EUR
Profit before tax 3,706,098 3,196,330 
Tax at the applicable rate of 5% (185,305)  (159,817)  
Permanent difference on intangible assets (1,337) (7,567 )
Permanent difference on right of use assets  (479) 5,164
Adjustment for unrecognized deferred tax asset of prior year (915) 9,451
Non-allowable expenses  (9,271) (151)
Impact of notional interest deduction (NID”)  9,704 8,075
Impact ECL (523) (356,470)
Tax expense for the year  (188,126) (501,315) 
11.  BALANCES WITH CENTRAL BANK OF MALTA,  
CASH AND CASH EQUIVALENTS
2025 2024
  EUR EUR
Balances with Central Bank of Malta  210,525,103 163,816,140 
Cash in bank and financial institutions 7,363,180 5,632,112 
Cash in hand 98  635
217,888,381  169,448,887
The balance with the Central Bank of Malta includes an amount of EUR 337,129 (2024: EUR 239,474) pledged in
favour of the Depositor Compensation Scheme.
44
Annual Report & Financial Statements 2025
Notes to the Financial Statements
12.  INVESTMENTS MEASURED AT AMORTISED COST
2025 2024
  EUR EUR
Malta Government Stock (’MGS)         2,461,410 2,459,450
2,461,410  2,459,450
Less expected loss (1,723)  (1,722)
2,459,687  2,457,728
Investments measured at amortised cost are subject to net impairment losses as per note 8.
Interest rates for the above MGSs vary from 2.1% to 3% and maturities vary between 2036 and 2041.
13.  FINANCE LEASE RECEIVABLES
Finance lease receivables comprise receivables in respect of asset financing provided to farmers in the United
Kingdom, to finance the acquisition of various agriculture-related equipment, vehicles and machinery. The financing
arrangements are in the form of finance leases and hire purchase agreements. The main difference between the two
types of financing is that under a finance lease, the lessee does not acquire the asset, nor does he have an option to
acquire the asset. At the end of the lease, the asset is either sold to a third party (where there is a secondary market)
or the lessee can continue the lease for a secondary period at a rent that is substantially lower than market rent.
Under hire purchase financing, the lessee has the option to acquire the underlying asset for a nominal fee, at a price
that is expected to be sufficiently lower than the fair value at the date the option becomes exercisable.
Under both types of financing arrangements, the net investment in the lease is based on the interest rate implicit in
the lease which causes the present value of the minimum lease payments and the unguaranteed residual value to be
equivalent to the fair value including initial direct costs. In the case of early settlements, the finance income is still
due from the lessee, normally net of a rebate of 2% of the outstanding capital and finance income value.
2025 2024
  EUR EUR
Gross investment in finance lease receivable 788,411 2,393,704
Unearned future income on:
Hire Purchase arrangements  (41,564) (157,935)
Less expected credit loss (3,035)  (549,830)
Net investment in finance leases 743,812  1,685,939
Gross investment in finance leases excluding unearned future income is as follows::
2025 2024
  EUR EUR
Opening gross balance  2,235,769 3,484,985
New finance leases and hire purchase arrangements  
Less principal repayments  (1,488,922)  (1,249,216)
Net investment in the leases gross of ECL excluding unearned future income 746,847  2,235,769
45
Annual Report & Financial Statements 2025
Notes to the Financial Statements
Less 
than
3 months
Between
3 and 12
months
Between 
1 and 2
years
Between 
2 and 3
years
Between 
3 and 4
years
Between 
4 and 5
years
Over 
5 years Total
EUR
EUR
EUR EUR EUR EUR EUR EUR
Financial Lease              
Hire Purchase  70,857 505,518 170,475       746,847
70,857 505,518 170,475      746,847
Gross investment in finance leases comprises excluding unearned future income in 2024:
Less 
than
3 months
Between
3 and 12
months
Between 
1 and 2
years
Between 
2 and 3
years
Between 
3 and 4
years
Between 
4 and 5
years
Over 
5 years Total
EUR
EUR
EUR EUR EUR EUR EUR EUR
Financial Lease  121,991           121,991
Hire Purchase  835,277 412,932 652,754 212,815      2,113,778
957,268 412,932 652,754 212,815     2,235,769
The underlying assets have no unguaranteed residual values accruing to the benefit of the Bank, nor has any
contingent rent been included as part of income in the current period. Finance lease receivables are subject to net
impairment losses as per note 8.
14.  LOANS TO CUSTOMERS
2025 2024
  EUR EUR
Term loans and advances  60,231,092  35,114,971 
Less expected credit losses (2,254,135) (854,280)
Net loans and advances at amortised cost 57,976,957  34,260,691 
2025 2024
  EUR EUR
Opening gross loan balance 35,114,971 24,846,849 
New loans 37, 25 5,3 4 8 17,204,002
Less principal repayments (12,139,227) (6,935,880)
Net investment in the loans gross of ECL 60,231,092 35,114,971
Loans receivables are subject to net impairment losses as per note 8.
46
Annual Report & Financial Statements 2025
Notes to the Financial Statements
13. FINANCE LEASE RECEIVABLES (continued)
15.  FACTORED RECEIVABLES
2025 2024
  EUR EUR
Fee based factored receivables  104,951,717 68,185,766 
Less expected credit losses  (99,697)  (30,044)
Net factored receivables and advances at amortised cost 104,852,020  68,155,722 
Opening gross factored receivables balance 68,185,766 42,816,899
New factored receivables 465,875,425 278,576,450
Less principal repayments (429,109,488) (253,207,5 8 3)
Net investment in the factored receivables gross of ECL 104,951,703 68,185,766
Factored receivables are subject to net impairment losses as per note 8.
16.  RIGHT OF USE ASSETS
The statement of financial position shows the following amounts relating to leases:
2025 2024
  EUR EUR
Right of use asset
Opening balance 717,9 8 8 347,933 
Additions  370,055
Disposals (378,939) 
Closing balance
339,049 717,98 8
Accumulated depreciation
Opening balance (477,9 6 4) (326,764)
Charge for the year (111,000) (151,200)
Disposals 372,349 
Closing balance
(216,615) (47 7,9 6 4)
Carrying amount 122,434  240,024
Lease liabilities
Current 125,657  125,213 
Non-current  129,373 
125,657  254,586
Cash outflows in relation to leases during the year amounted to EUR 128,928 (2024: EUR 108,896).
2025 2024
  EUR EUR
Depreciation charge on right of use assets
Depreciation for the year 111,000  151,200 
111,000  151,200 
Interest expense (included in interest payable) 5,695  9,580
5,695  9,580 
47
Annual Report & Financial Statements 2025
Notes to the Financial Statements
17.  INTANGIBLE ASSETS
Trademark
Computer
Software
Computer
Systems Total
Cost   EUR EUR   EUR EUR
At 01 January 2024 2,057 169,849 576,532 748,438
Additions 1,050  907,656 908,706
At 01 January 2025 3,107 169,849 1,484,188 1,657,14 4
Additions   971,521 971,521
At 31 December 2025 3,107 169,849  2,455,709 2,628,665
Accumulated amortisation
At 01 January 2024 1,228 157,754 132,095 291,077
Charge for the year 138 8,597 179,144 187,879
At 01 January 2025 1,366 166,351 311,239 478,956
Reclassifications/adjustments    (21,058)   (21,058) 
Charge for the year  190  3,388 349,587 353,165
At 31 December 2025
1,556 169,739 639,768 811,063
Carrying Amount
At 01 January 2025  1,741  3,498 1,172,949 1,178,188
At 31 December 2025 1,551 110 1,815,941 1,817,602
18.  PROPERTY, PLANT AND EQUIPMENT
Fixtures  
& Fittings Furniture
IT infrastructure  
& equipment
Office 
Equipment Total
Cost   EUR   EUR EUR   EUR EUR
At 01 January 2024 163,728  63,343  267,217  118,393  612,681 
Additions 312,260 25,987 8,545 61,875 408,667
At 01 January 2025 475,988 89,330 275,762 180,268 1,021,348
Additions/reclassifications (206,906) 218,976  27,0 37 39,107
At 31 December 2025 269,082 308,306 275,762 207,305 1,060,455
Accumulated depreciation
At 01 January 2024  161,603   53,470   252,774   81,945   549,792
Charge for the year 24,329 4,733 4,834 16,966 50,862
At 01 January 2025 185,932 58,203 25 7,608 98,911 600,654
Reclassifications/adjustments   ( 7,121)    (7,121)
Charge for the year 7,123 61,203 5,688 20,520 94,534
At 31 December 2025 193,055 112,283 263,296 119,431 688,067
Carrying amount
At 01 January 2025 290,056 31,127 18,154 81,357 420,694
At 31 December 2025 90,530 181,518 12,466 87,874 372,388
48
Annual Report & Financial Statements 2025
Notes to the Financial Statements
19.  DEFERRED TAX
Recognised deferred tax asset
Deferred tax asset is attributable to the following temporary differences:
2025 2024
  EUR EUR
Deductible temporary difference 109,697 61,491
Deferred tax assets are recognised for all unused tax losses to the extent that it is probable that taxable profit will be
available against which the losses can be utilised. At 31 December 2025 the Bank had unutilised tax losses and other
temporary differences which resulted in a total deferred tax asset of EUR 109,697 (2024: EUR 61,491) of which  
EUR 109,697 (2024: EUR 61,491) was recognised on balance sheet. The Directors will continue to monitor the  
position on an ongoing basis and will review their position accordingly for the upcoming financial year. 
YA 2025
31 Dec 2025 31 Dec 2024
  EUR EUR
Difference on accelerated depreciation (15,148) (14,543)
Unabsorbed tax losses  
Provision for bad & doubtful debts 122,829 72,746
Provision for foreign exchange differences 1,655 1,645
Closing balance of ROU asset (IFRS 16) (6,122) (12,001)
Closing balance of lease liability 6,283 12,729
Assets held for realisation (sale)  915
Deductible temporary differences
109,697 61,491
20. OTHER ASSETS
2025 2024
  EUR EUR
Receivable from related parties 255,824 111,514
Receivable from parent company 549,504  710,175 
Other receivables 1,951,089 2,021,676 
2,720,417 2,843,365
Expected loss  (20,636)  (19,040)
2,699,781 2,824,325
49
Annual Report & Financial Statements 2025
Notes to the Financial Statements
21.  PREPAYMENTS AND ACCRUED INCOME
2025 2024
  EUR EUR
Accrued income from factoring 801,440 682,245
Accrued income on finance leases and loans 783,915  747, 411 
Prepayments 697,967  316,869 
Interest in suspense  (365,364)  (305,499)
1,917,958  1,441,026 
Interest in suspense refers to earned interest receivable deferred on loans, factored receivables and financial leases
which have become non-performing and impaired.
22. AMOUNTS OWED TO CUSTOMERS
2025 2024
  EUR EUR
Current accounts 244,934,708 160,312,052
Notice accounts 23,490,451  16,789,691 
Fixed term deposits 79,246,190  65,092,157
Cash in transit 269,583  5,515,988
Deposits placed for guarantees 7,612,715 7,621,84 6
355,553,647 255,331,734
The fixed term deposits are repayable on maturity, current accounts are repayable on demand and notice accounts
are repayable once notice is given and the stipulated notice period has passed.
23. OTHER LIABILITIES
2025 2024
  EUR EUR
Other creditors 633,770 883,088
Payable to parent 392,705 156,375
1,026,475 1,039,463
The 2025 balance of the payable to parent represents the Bank’s share of the tax liability incurred by the Group under
the Consolidated Group (Income Tax) Rules, with the parent, as principal taxpayer, responsible for settling the Group’s
tax obligations.
24. ACCRUALS
2025 2024
  EUR EUR
Accrued interest on term deposits, debt securities in issue and guarantees 1,446,952 1, 6 5 7,16 8   
Other accruals 1,431,303 818,821 
2,878,255 2,475,989 
50
Annual Report & Financial Statements 2025
Notes to the Financial Statements
25. SUBORDINATED LIABILITIES
In July 2025, the Bank issued EUR 5 million 6% callable unsecured subordinated bonds pursuant to a Base
Prospectus and accompanying Final Terms dated 18 June 2025. The Bond will mature on 23 July 2035. These debt
securities, which are listed on the Malta Stock Exchange, are denominated in Euro, pay interest at a fixed rate of 6%
and are redeemable at par. The EUR 5 million 6% unsecured subordinated bonds will, in the event of winding up of the
Bank, be subordinated to the claims of depositors and all other creditors. In relation to this subordinated bond, the Bank
has incurred a cost of EUR 214,230. As at 31 December 2025, the contractual amount due at maturity is EUR 5 million.
At the close of the last trading day for the year 2025, the quoted price of the bonds was €100.
26. SHARE CAPITAL
2025 2024
  EUR EUR
Authorised:
43,049,650 ordinary shares at EUR 1.1654 each  50,170,062   50,170,062
6,950,349 A shares at EUR 1.2397 each  8,616,348   8,616,348 
1 ordinary B share at EUR 1.2397 each  1   1
58,786,411   58,786,411
Issued and paid up:
6,950,349 ordinary A shares at EUR 1.2397 each
(2024: 6,590,349)  8,616,432   8,616,432 
1 ordinary B share at EUR 1.2397  1   1
8,616,433   8,616,433 
Holders of ‘B’ shares do not have voting rights nor are they entitled to dividends, and they are not entitled to any bonus
shares upon capitalisation of any share premium or other reserve by the Company.
2 7.   SHAREHOLDERS’ ADVANCES
Shareholders’ advances consist of amounts paid by the shareholders in the form of capital. Shareholder advances
are only repayable at the discretion of the Bank subject to MFSA approval.
28. TOTAL COMMITMENTS
Commitments consist of further loan pay-outs amounting to EUR 3,714,255 (2024: EUR 4,083,987) under normal
trading conditions.
29. CONTINGENT LIABILITIES
Contingent liabilities consist of guarantees given by the Bank to corporate clients in favour of third parties which
guarantees are fully cash collateralised.
51
Annual Report & Financial Statements 2025
Notes to the Financial Statements
30. RELATED PARTY TRANSACTIONS
The directors consider the ultimate beneficial owners to be Atilla Aytekin and Umut Akpinar who own 36.37% each
indirect and beneficial interest in the Bank as at the reporting date.
The parent company is Lidion Holdings plc, a company incorporated and registered in Malta, the registered address of
which is Block 3 Level 0, Trident Park Mdina Road, Zone 2 Central Business District, Birkirkara CBD 2010. The parent
company prepares consolidated financial statements in accordance with International Financial Reporting Standards
as adopted by the EU. A copy of the Annual report and Accounts of the ultimate parent company will be delivered to the
Malta Business Registry.
During the course of banking operations, the Bank conducted business transactions with its parent company and other
related parties. All loans to related parties are at normal trading conditions.
Dec 2025 Dec 2024
  EUR EUR
Statement of Financial Position
Loan to parent company (note 14) 132,775 194,566
Balance receivable from parent company in relation to finance expenses (note 14) 549,504 710,175
Corporate loans to related parties (note 14) 5,974,531 3,480,713
Accrued income on corporate loans to related parties (note 14) 360,178 368,304
Other balances receivable from related party (note 14) 255,824 111,514
Amounts owed to related parties (deposit account balances) (note 22) 55,698 34,077
Tax liability payable to parent (note 23) 392,705 156,375
Statement of Comprehensive Income
Interest income on loan to parent company (note 2) 17,400 17, 4 00
Interest income on corporate loans to related parties (note 2) 342,778 350,904
Other fee income from related parties (note 4) 38,371 13,433
Lease expense to parent company consisting of a right of a rental
service agreement, related to IT costs (note 7) 173,565 173,565
Origination fee expense to related party (note 4) 209,667 212,893
Interest expense in relation to subordinated debt to parent company (note 3)  82,095
With respect to the amounts due from related parties, the Bank has recognised a provision of EUR 1,942,027  
(2024: EUR 440,825) on a loan to a related party in the United Kingdom, which was then on-lent to a third party of the
Bank under a back-to-back agreement The Bank used this pass-through structure because the transaction required the
lender to be an entity established in the United Kingdom.
52
Annual Report & Financial Statements 2025
Notes to the Financial Statements
31.  FAIR VALUES OF FINANCIAL ASSETS 
AND FINANCIAL LIABILITIES
The following is a description of the fair value measurement of financial assets and financial liabilities measured on a
basis other than fair value. 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
measurement 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.
Finance lease receivables and loans to customers
As at 31 December 2025 and 2024, the Bank’s carrying amount of finance lease receivables and loans to customers
amounted to EUR 58,720,769 (2024: 35,946,630). The finance lease receivables and loans to customers are
granted on the basis of a negotiated interest amount depending on the category of underlying agricultural assets
being financed. Interest rates in agricultural asset financing are relatively inelastic to market rates. Finance lease
receivables and loans to customers which have been granted at certain interest rates would still be granted at the
same interest rates as at end of the financial year. The carrying amounts therefore approximate fair value and are on
the basis of the discounted cash flow method and deemed to be a level 2 measurement.
Factored receivables
As at 31 December 2025 and 2024, the Bank’s carrying amount of factored receivables amounted to EUR 104,852,020
(2024: EUR 68,155,722). Factoring consists of invoice funding to the European market mainly in the online advertising and
publicity industry. Invoices purchased at a discount have a tenor of 90 days or 120 days. The carrying amounts therefore
approximate fair value and are on the basis of the discounted cash flow method and deemed to be a level 2 measurement.
Investments measured at amortised cost
As at 31 December 2025 and 2024, the Bank’s carrying amount of investments held at amortised cost amounted to
EUR 2,459,687 (2024: EUR 2,457,728). The intention is to have these investments used as high liquid assets and to
be held up till maturity. These are investment in MGSs (Malta Government Stocks) and are thus rated as investment
grade with fixed rate coupons as fixed by the issuer, with fixed redemption date with yield to maturity which can be
arrived at with the discounted cash flow method. The fair value approximates the carrying amount and is based on
public quoted prices and deemed to be a level 1 measurement.
Details
Notional 
amount
Fair value of forward contract
as at 31 December 2025
  EUR EUR
Forex Fwd EUR/DKK 159,000 (102)
Forex Fwd EUR/NOK 354,000 (2,608)
Forex Fwd EUR/SEK 1,751,000 (7,797 )
Forex Fwd EUR/USD 10,840,000 (32,033)
53
Annual Report & Financial Statements 2025
Notes to the Financial Statements
Details
Notional 
amount
Fair value of forward contract
as at 31 December 2024
  EUR EUR
Forex Fwd EUR/DKK 270,000 (95)
Forex Fwd EUR/GBP 4,600,000 9,544
Forex Fwd EUR/SEK 3,300,000 (11,553)
Forex Fwd EUR/USD 3,500,000 (19,359)
Forex Fwd NOK/SEK 127,988 471
Forex Fwd USD/SEK 20,702,406 (212,940)
Other financial assets and liabilities
Other financial assets and financial liabilities comprise cash and balances with Banks, accrued income, other
receivables, accrued expenses, and other liabilities. As at 31 December 2025 and 2024, the carrying amounts of
these financial instruments approximated their fair values due to their short-term maturities or the fact that they carry
an arm’s length interest rate.
Amounts owed to customers
This category of liabilities is measured at amortised cost and amounts to EUR 355,553,647 (2024: EUR 255,331,733).
Amounts owed to customers are at fixed rates. The rate of interest of deposits was dictated by the market interest
rate for similar deposits protected by the Depositors Compensation Scheme. The carrying amounts therefore are at
fair value and are based on the discounted cash flow method and deemed to be a level 2 measurement.
Corporate current account balances repayable on demand amounted to EUR 244,934,708 (2024: EUR 160,312,052)
whereas fixed term deposits in issue consisted of:
Amounts owed to customers (average rate)
2025 Average rate
  EUR
Fixed Rate Savings Account 5 Year  1,818,950 2.58%
Fixed Rate Savings Account 4 Year 246,000 2.60%
Fixed Rate Savings Account 3 Year  12,071,542 3.16%
Fixed Rate Savings Account 2 Year 3,740,655 2.65%
Fixed Rate Savings Account 18 Months 855,090 2.39%
Fixed Rate Savings Account 1 Year  40,218,997 2.41%
Fixed Rate Savings Account 9 Months  3,445,000 2.25%
Fixed Rate Savings Account 6 Months  14,466,216 2.36%
Fixed Rate Savings Account 3 Months  1,863,740 2.34%
Fixed Rate Savings Account 1 Month 520,000 1.28%
Notice accounts 23,490,451 1.96%
  102,736,641  
54
Annual Report & Financial Statements 2025
Notes to the Financial Statements
31. FAIR VALUES OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES (continued)
Investments measured at amortised cost (continued)
2024 Average rate
  EUR
Fixed Rate Savings Account 5 Year  6,048,550 2.63%
Fixed Rate Savings Account 3 Year  7,7227,510 1.72%
Fixed Rate Savings Account 2 Year 12,228,938 3.56%
Fixed Rate Savings Account 1 Year  15,021,994 3.64%
Fixed Rate Savings Account 9 Months  7,6 42 ,079 3.47%
Fixed Rate Savings Account 6 Months  13,923,086 3.37%
Fixed Rate Savings Account 3 Months  2,500,000 2.88%
Notice accounts 16,789,691 2.62%
  81,881,848  
32. RISK MANAGEMENT
The Bank has exposure to the following risks from financial instruments:
credit risk
liquidity risk
market risk
interest rate risk in the banking book (IRRBB)
The Bank is also exposed to non-financial risks, namely operational risk.
This note presents information about the Bank’s exposure to each of the above risks, and the Bank’s objectives,
policies and processes for measuring and managing these risks.
Risk Management Framework
The Risk Committee has overall responsibility for the development, implementation and oversight of the risk
management framework. The Risk Committee consists of three non-executive members of the Bank’s Board of
Directors. The Committee assists the Board of Directors in identifying, measuring, monitoring and controlling the
Bank’s key risks. It also reviews and assesses the effectiveness of current risk management practices and policies
employed within the Bank.
The Risk Committee’s responsibilities also extend to supervising the Bank’s regulatory capital management and
risk-based performance measurement. Furthermore, the Committee is also responsible for ensuring the Bank’s
exposures are in line with the risk appetite set and approved by the Board of Directors, and which is updated at least
once per year.
The Bank manages a broad range of financial and non-financial risks through a comprehensive Risk Governance
and Management Framework supported by a clearly defined Risk Appetite Framework (RAF). The RAF articulates
the nature and level of risks that the Bank is willing to accept in pursuing its strategic objectives and establishes
structured escalation procedures in the event of risk appetite breaches.
The Bank’s Risk Governance ensures clear accountability, with the Board of Directors retaining ultimate responsibility
for risk oversight. The Risk Committee, supported by the Risk Management Function, oversees the implementation,
monitoring and effectiveness of all risk management frameworks, policies and controls.
55
Annual Report & Financial Statements 2025
Notes to the Financial Statements
31. FAIR VALUES OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES (continued)
Amounts owed to customers (continued)
Credit Risk
Credit risk is the risk of financial loss to the Bank if a customer or counterparty to a financial instrument fails to
meet its contractual obligations, and arises principally from the Bank’s finance lease receivable, finance of factoring
receivables, loans to customers, investments and cash and cash equivalents.
Credit risk constitutes the Bank’s most significant risk and arises mainly from lending activities. To identify, measure
and manage its credit risk arising from all these activities, the Bank has sufficient methodologies, policies, procedures
and expertise to mitigate risks effectively. The Bank has adopted a policy of engaging only with creditworthy
counterparties, and obtaining sufficient collateral wherever appropriate, as a means of mitigating the risk of financial
loss from defaults.
When it comes to factoring, credit risk management is influenced by the short-term nature of these receivables,
where exposure is limited to a relatively brief period before collection. To further mitigate risk, the Bank utilises credit
insurance with the aim to insure debtor limits when necessary. The vast majority of these limits are insured by
insurance providers, which are rated A1 and Aa2 by Moody’s. The Credit Committee monitors client exposures and
any conditions for the impairment of assets and the related provisions for potential losses.
Credit Risk appetite and tolerance levels are established within the Bank’s Risk Appetite Framework and reviewed by
the Board at least annually. Credit risk is managed through credit policies, internal scoring models, use of collateral,
credit insurance (for factoring), the ICAAP, and a comprehensive stress testing framework that tests the resilience of
credit portfolios under severe but plausible scenarios.
Exposure to credit risk
Except as stated below, the carrying amount of financial assets represents the maximum credit exposure and is shown
gross, without considering any collateral or other credit enhancements, unless these qualify for offset in accordance
with IAS 32. However, the carrying amount is presented net of expected credit losses, as required by IFRS 9.
The maximum exposure at the reporting date was primarily in relation to the following:
2025 2024
  EUR EUR
Cash & cash equivalents 217,888,381 169,448,887
Finance lease receivables 743,812  1,685,939
Loans to customers 57,976,957  34,260,691 
Factored receivables 104,852,020  68,155,722
Investments measured at amortised cost 2,459,687  2,457,728
383,920,857 276,008,967
Loan commitments – the maximum exposure to credit risk arising on loan commitments and other credit related
commitments that are irrevocable over the life of the respective facilities is the full amount of the committed facilities.
The amount of cash and cash equivalents include EUR 337,129 (2024: EUR 239,474) pledged to the statutory
Depositors’ Compensation Scheme. The credit risk exposure of financial assets presented in the table above is equal
to their carrying amount as recognised on the balance sheet.
The exposures recognised on the statement of financial position are measured at carrying value. From a credit risk
perspective, cash and cash equivalents and investments are graded as ‘regular’ whereas finance lease receivable,
loans to customers and factored receivables have different gradings as explained further in the current note.
56
Annual Report & Financial Statements 2025
Notes to the Financial Statements
32. RISK MANAGEMENT (continued)
A financial asset is past due when a counterparty has failed to make a payment by when contractually due. Non-
performing facilities are those credit facilities where payments on interest and/or capital are overdue by 90 days or
where the Bank has reasons to doubt the eventual recoverability of funds. As at 31 December 2025, the Bank had an
amount of EUR 3,087,513 (2024: EUR 3,454,308) classified as non-performing facilities.
Allowances for impairment
The main components of this allowance are a specific loss component that relates to individually significant
exposures, and a collective loan loss allowance established for groups of homogeneous assets in respect of losses, if
any, that have been incurred but not yet identified. The total allowances for the expected credit loss amounted to EUR
2,356,682 (2024: EUR 1,434,154).
Write-off policy
The Bank writes off a loan/security balance and related allowances for impairment losses when it determines that the
loan or security is uncollectible.
This determination is reached after considering information such as the occurrence of significant changes in the
borrower’s/issuer’s financial position, indicating that the borrower/issuer can no longer pay the obligation, or that
proceeds from collateral will not be sufficient to fully pay back the entire exposure.
Collateral and other credit enhancements obtained
In its asset financing lending, including for hire purchase and finance leases, the Bank owns the underlying assets
until the end of the financing contracts’ duration. For loans, the Bank actively uses collaterals in its credit risk
mitigation. The Bank’s policy is to obtain collateral as needed prior to the disbursement of approved loans mainly
through liens on property and land.
Estimates of fair value are based on the value of the collateral assessed at the time of borrowing, and generally are
not updated except when a loan is individually assessed as impaired. No collateral is held over loans and advances to
the parent company.
There was no collateral or other security enhancements held against finance lease receivables where the Bank owns
the underlying assets.
Collaterals consist of the following.
2025 2024
  EUR EUR
Collateral
Land and renewables 53,003,187 18,200,391
Securities 5,372,722 100,800
Moveable property 3,385,532 21,486,641 
61,761,441 39,787,832
The above overall collaterals give a widespread coverage of the gross lending portfolio of the Bank which amounts
to EUR 38,688,873 (2024: EUR 24,147,350). This excludes factored receivables which are not secured but mostly
insured. Collateral for Stage 3 financial assets (all consisting of loans and finance leases) amounted to EUR 3,087,513
(2024: EUR 2,862,988).
57
Annual Report & Financial Statements 2025
Notes to the Financial Statements
32. RISK MANAGEMENT (continued)
Credit Risk (continued)
Concentration of risks
The Bank monitors concentrations of credit risk by sector, geographic location, and industry. An analysis of
concentrations of credit risk at the reporting date is shown below:
2025
Cash and cash
equivalents
Finance lease
receivable
Loans to
customers
Factored
receivables
Investments at
amortised cost
EUR EUR EUR EUR EUR
Carrying amount 217,888,381 743,812 57,976,957 104,852,020 2,459,687
Concentration by sector
Government     2,459,687
Corporates  187,562 48,795,166 104,852,020 
Central banks, other banks  
& financial institutions 217,888,381  4,055,521  
Households  556,250 5,126,270  
217,888,381 743,812 57,976,957 104,852,020 2,459,687
Households     
Arts, entertainment and recreation    3,727,729 329,944 
Agriculture, energy supply and renewables  533,384 296,043 4 47, 306 
Central banks 210,525,201    
Financial services 7,363,180  13,685,064 516,801 
Government    342,799 2,459,687
Information and communication   1,694,079 18,709,619 
Manufacturing  187, 562 374,447 2,037,082 
Professional services   5,258,131 70,596,795 
Real Estate and construction  22,866 3,580,718 224,468 
Wholesale and retail trade   9,252,207 7,558,789 
Administrative and support service activities   4,456,581 1,570,635
Education    173,516 
Electricity, gas, system and
air conditioning supply   283,709 474,551 
Construction   8,174,230 96,250 
Human health and social work activities    162,583 
Transportation and storage    939,799 
Accommodation and food services    63,190 
Other   7,194,019 607,89 3
217,888,381 743,812 57,976,957 104,852,020 2,459,687
EU 217,613,732  47, 4 5 3,578 82,217,4 4 5 2,459,687
Other European countries    615,538
UK 301,649 74 3,812 497,476 5,093,212 
US    14 ,597,15 4 
Other countries   10,025,903 2,328,671 
217,888,381 743,812 57,976,957 104,852,020 2,459,687
58
Annual Report & Financial Statements 2025
Notes to the Financial Statements
32. RISK MANAGEMENT (continued)
2024
Cash and cash
equivalents
Finance lease
receivable
Loans to
customers
Factored
receivables
Investments at
amortised cost
EUR EUR EUR EUR EUR
Carrying amount 169,448,887 1,685,939 34,260,691 68,155,722 2 ,457,728
Concentration by sector
Government     2, 4 5 7,728
Corporates  1,055,336 29,354,179  68,155,722 
Central banks, other banks  
& financial institutions 169,448,887   2,702,018   
Households  630,603 2,204,494   
169,448,887 1,685,939  34,260,691  68,155,722 2,457,728
Households     
Arts, entertainment and recreation    4,018,551  344,042 
Agriculture, energy supply and renewables  1,220,273  2,081,445 596,393 
Financial services 169,448,887     
Financial services   9,920,672 1,349,299 
Government     2, 4 5 7,728
Information and communication    8,191,046  
Manufacturing  239,334  3,334,900  1,025,725  
Professional services    52,140,466  
Real Estate and construction  56,114 4,586,212  91,702 
Wholesale and retail trade   3,889,874 2,309,221  
Administrative and support service activities  170,218 906,832  311,765 
Education    359 
Electricity, gas, system and
air conditioning supply   872,800 532,143  
Construction   2,014,097 106,781  
Human health and social work activities    48,744  
Transportation and storage   16,586 205,032  
Accommodation and food services    383,400  
Other  2,618,722  519,604 
169,448,887 1,685,939 34,260,691 68,155,722 2 ,457,728
EU 167,083,040   25,370,419  47,27 7,062 2 ,457,728
Other European countries    154,151
UK 2,365,847 1,685,939 4,151,918  7,5 8 3,294 
US    11,746,195 
Other countries   4,738,354  1,395,020 
169,448,887 1,685,939 34,260,691 68,155,722 2 ,457,728
Credit quality
Current year
The details below list, by credit risk rating grades, the gross carrying amount of financial assets (and the exposure to
credit risk on loan commitments):
59
Annual Report & Financial Statements 2025
Notes to the Financial Statements
32. RISK MANAGEMENT (continued)
Concentration of risks (continued)
12m ECL
Lifetime ECL 
(not credit–
impaired)
Lifetime ECL 
(credit–impaired 
but not POCI) Total
EUR EUR EUR EUR
Cash and cash equivalents
External rating grades  
AAA – A 210,525,201   210,525,201
A – BBB– 46,644   46,644
No rating 7, 316,5 3 6   7, 316,5 36
Gross carrying amount at 31 Dec 2025
217,888,381   217,888,381
Net carrying amount at 31 Dec 2025
217,888,381   217,888,381
Loans to customers
Internal rating grades
Regular
53,826,117     53,826,117
Watch list
 3,462,772  3,462,772
In Default
  2,942,027 2,942,027
Gross carrying amount at 31 Dec 2025
53,826,293 3,462,772 2,942,027 60,230,916
Loss allowance at 31 Dec 2025
(175,532) (127,270) (1,951,158) (2,253,959)
Net carrying amount at 31 Dec 2025
53,650,585 3,335,502 990,869 57,976,957
Finance lease receivable
Internal rating grades
Regular
601,361   601,361
Watch list
   
In Default
   145,486 145,485
Gross carrying amount at 31 Dec 2025
601,361  145,486 746,847
Loss allowance at 31 Dec 2025
(1,580)  (1,455) (3,035)
Net carrying amount at 31 Dec 2025
599,781  144,031 743,812
Factoring
Internal rating grades
Regular
73,096,971       73,096,971
Watch list
   31,842,935    31,842,935
In Default
    11,797 11,797
Gross carrying amount at 31 Dec 2025
73,096,971 31,842,935 11,797 104,951,703
Loss allowance at 31 Dec 2025
(46,304) (41,600) (11,797) (99,700)
Net carrying amount at 31 Dec 2025
73,050,667 31,801,335  104,852,003
Investments at amortised cost
Internal rating grades
Regular
2,461,410   2,461,410
Gross carrying amount at 31 Dec 2025
2,461,410   2,461,410
Loss allowance at 31 Dec 2025
(1,723)   (1,723)
Net carrying amount at 31 Dec 2025
2,459,687   2,459,687
Loan Commitments
Internal rating grades
Regular
3,714,255   3,714,255
Gross carrying amount at 31 Dec 2025
3,714,255   3,714,255
Net carrying amount at 31 Dec 2025
3,714,255   3,714,255
32. RISK MANAGEMENT (continued)
Credit quality (continued)
60
Annual Report & Financial Statements 2025
Notes to the Financial Statements
Comparative year
The details below list, by credit risk rating grades, the gross carrying amount of financial assets (and the exposure to
credit risk on loan commitments):
12m ECL
Lifetime ECL 
(not credit–
impaired)
Lifetime ECL 
(credit–impaired 
but not POCI) Total
EUR EUR EUR EUR
Cash and cash equivalents
External rating grades
AAA – A 163,816,775   163,816,775
A – BBB- 1,086,764   1,086,764
No rating
4,545,348   4,545,348
Gross carrying amount at 31 Dec 2024
169,448,887   169,448,887
Net carrying amount at 31 Dec 2022
169,448,887   169,448,887
Loans to customers
Internal rating grades
Regular
28,708,031   28,708,031
Watch list
 3,878,417  3,878,417
In Default
  2,528,523 2,528,523
Gross carrying amount at 31 Dec 2024
28,708,031 3,878,417 2,528,523 35,114,971
Loss allowance at 31 Dec 2024
(104,085) (241,798) (508,397) (854,280)
Net carrying amount at 31 Dec 2024
28,603,946 3,636,619 2,020,126 34,260,691
Finance lease receivable
Internal rating grades
Regular
1,309,984   1,309,984
Watch list
   
In Default
  925,786 925,786
Gross carrying amount at 31 Dec 2024
1,309,984  925,786 2,235,770
Loss allowance at 31 Dec 2024
(5,130)  (544,701) (549,831)
Net carrying amount at 31 Dec 2024
1,304,854  381,085 1,685,939
Factoring
Internal rating grades
Regular
50,637,007   50,637,007
Watch list
 17,548,759  17,548,759
Gross carrying amount at 31 Dec 2024
50,637,007 17,548,759  68,185,766
Loss allowance at 31 Dec 2024
(18,086) (11,958)  (30,044)
Net carrying amount at 31 Dec 2024
50,618,921 17,536, 801  68,155,722
Investments at amortised cost
Internal rating grades
Regular
2,459,450   2,459,450
Gross carrying amount at 31 Dec 2024
2,459,450   2,459,450
Loss allowance at 31 Dec 2024
(1,722)   (1,722)
Net carrying amount at 31 Dec 2024
2,45 7,728   2 ,457,728
32. RISK MANAGEMENT (continued)
Credit quality (continued)
61
Annual Report & Financial Statements 2025
Notes to the Financial Statements
Loan Commitments
Internal rating grades
Regular
4,083,987   4,083,987
Gross carrying amount at 31 Dec 2024
4,083,987   4,083,987
Net carrying amount at 31 Dec 2024
4,083,987   4,083,987
Liquidity risk
The Bank defines liquidity risk as the current or prospective risk to earnings and capital arising from an institution’s
inability to meet its liabilities when they fall due.
Reconciliation of liabilities arising from financing activities
The table below details changes in the Bank’s liabilities arising from financing activities, including both cash and non-
cash changes. Liabilities arising from financing activities are those for which cash flows were, or future cash flows
will be, classified in the statement of cash flows as cash flows from financing activities.
Opening
Balance 2025 Cash Non-cash changes
Closing
Balance 2025
Inflows Outflows
New
leases
Foreign 
exchange
movements
Other 
changes
EUR
EUR EUR EUR EUR EUR EUR
Subordinated liabilities  5,000,000     5,000,000
Lease liabilities 254,586  (128,928)    125,657
254,586 5,000,000 (128,928)    5,125,657
Opening
Balance 2024 Cash Non-cash changes
Closing
Balance 2024
Outflows
Other 
changes
Foreign 
exchange
movements
Other 
changes
EUR
EUR EUR EUR EUR EUR
Subordinated liabilities 1,684,000 (1,684,000)    
Lease liabilities 22,182 (108,896) 370,055  (28,756) 254,586
1,706,182 (1,792,896) 370,055  (28,756) 254,586
32. RISK MANAGEMENT (continued)
Credit quality (continued)
62
Annual Report & Financial Statements 2025
Notes to the Financial Statements
Management of liquidity risk
The Bank’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity
to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or
risking damage to the Bank’s reputation.
The Bank monitors its liquidity position daily. Liquidity is managed by the Treasury function under the supervision of
the Chief Financial Officer, monitored by the Risk Management Function while the Bank’s ALCO (Asset and Liability
Committee) maintains oversight and is responsible for strategic decision-making related to liquidity risk. The Bank
maintains a portfolio of short-term liquid assets, largely made up of cash and cash equivalents, to ensure that
sufficient liquidity is maintained within the Bank as a whole.
All liquidity policies are subject to review and approval by Risk Committee and the Board of Directors. The Chief
Financial Officer and the Head of Risk are responsible for the liquidity ratios.
Liquidity gaps showing size and maturity mismatches of assets and liabilities together with liquidity stress testing are
also being established.
Liquidity and funding risk governance includes oversight by the ALCO, ongoing monitoring of KRIs, and regular stress
testing as part of the ILAAP. The Bank maintains adequate liquidity buffers, with liquidity plans reviewed regularly to
ensure readiness under both normal and stressed market conditions.
The following table analyses the Bank’s main financial liabilities into relevant maturity groupings, based on the
remaining period at the reporting date to the contractual maturity date. The analysis includes both interest and
principal cash flows.
2025
Carrying
amount
Gross outflow
including
interest
Less than 
1 month
Between 
1 and 3
months
Between 
3 months 
and 1 year
Between 
1 and 7 
years  Total
EUR
EUR EUR EUR EUR EUR EUR
Amounts owed to
customers 355,553,647 333,209,400 273,923,247 17, 4 01,742 44,031,903 20,196,755 355,553,647
Leased liabilities 125,657 131,352    125,657 125,657
Subordinated liabilities 4,785,769 4,785,769    4,785,769 4,785,769
360,465,073 388,126,521 273,923,247 17,401,742 44,031,903 25,108,181 360,465,073
2024
Carrying
amount
Gross outflow
including
interest
Less than 
1 month
Between 
1 and 3
months
Between 
3 months 
and 1 year
Between 
1 and 7 
years  Total
EUR
EUR EUR EUR EUR EUR EUR
Amounts owed to
customers 255,331,733 24 0,011,115 199,392,722 15,939,308 32,154,266 7, 8 45,4 37 255,331,733
Leased liabilities 254,586 264,166 7,04 8 60,375 60,375 126,788 254,586
255,586,319 240,275,281 199,399,770 15,999,683 32,214,641 7,972,225 255,586,319
Assets available to meet these liabilities include cash and cash equivalents, loan receivable, factored receivables and
finance lease receivables.
32. RISK MANAGEMENT (continued)
63
Annual Report & Financial Statements 2025
Notes to the Financial Statements
Residual contractual maturities of financial assets and financial liabilities
The following table analyses the principal assets and liabilities with contractual maturities that are recognised in the
statements of financial position into relevant maturity groupings, based on the remaining period at balance sheet
date to their contractual maturity date.
2025
less than 
3 months
Between 
3 months 
and 1 year
Between 
1 and 10 years  Total
EUR EUR EUR EUR
Assets
Investments at amortised cost   2,459,687 2,459,687
Finance lease receivable 7,858 354,459 381,495 74 3,812
Loans to customers 1,703,217 3,126,020 53,015,875 57,845,112
Loan to parent   131,845 131,845
Factored receivables 104,852,020   104,852,020
Cash and cash equivalents
217,888,381   217,888,381
324,451,476 3,480,479 55,988,902 383,920,857
Liabilities
Amounts owed to customers
291,324,989 44,031,903 20,196,755 3,55,553,647
Leased liabilities
  125,657 125,657
Subordinated liabilities
  4,785,769 4,785,769
291,324,989 44,031,903 20,322,412 360,465,073
2024
less than 
3 months
Between 
3 months 
and 1 year
Between 
1 and 10 years  Total
EUR EUR EUR EUR
Assets
Investments at amortised cost   2 ,457,728 2, 4 5 7,728
Finance lease receivable 407,4 37 412,932 865,570 1,685,939
Loans to customers 20,982 917,74 3 3 3 ,127, 4 0 0 34,066,125
Loan to parent 30,439 62,254 101,873   194,566
Factored receivables 68,155,722   68,155,722
Cash and cash equivalents
169,448,887   169,448,887
238,063,467 1,392,929 36,552,571 276,008,967
Liabilities
Amounts owed to customers
215,332,030 32,154,266 7,845,438 255,331,734
Leased liabilities
67,423 60,376 126,787 254,586
215,399,453 32,214,642 7,972 ,225 255,586,320
Banking Rule 07 transposing the provision of the EBA Guidelines on Disclosures of Encumbered, and Unencumbered
Assets (EBA/GL/2014/03) requires disclosure on asset encumbrance. The Bank is in compliance with the contents
thereof.
This disclosure provides details of available and unrestricted assets that could be used to support potential future
funding and collateral needs. An asset is considered as encumbered when it has been pledged as collateral against
an existing liability, and as a result is no longer available to the Bank to secure funding, satisfy collateral needs or be
sold to reduce the funding requirement.
32. RISK MANAGEMENT (continued)
64
Annual Report & Financial Statements 2025
Notes to the Financial Statements
Asset Encumbrance
Carrying
amount of
encumbered
assets
Fair value of
encumbered
assets
Carrying
amount of
unencumbered
assets
Fair value of
unencumbered
assets
EUR EUR EUR EUR
As at 31 December 2025
Investments at amortised cost   2,459,687 2,459,687
Finance lease receivable   743,812 743,812
Loans to customers   57,976,957 57,976,957
Factoring   104,852,020 104,852,020
Deferred tax asset   109,697 109,697
Other assets   6,930,163 6,930,163
Cash and cash equivalents
337,129 337,129 217,551,252 217,551, 252
337,129 337,129 390,623,587 390,623,587
As at 31 December 2024
Investments at amortised cost   2 ,457,728 2, 4 5 7,728
Finance lease receivable   1,685,939 1,685,939
Loans to customers   34,260,691 34,260,691
Factoring   68,155,722 68,155,722
Deferred tax asset   61,491 61,491
Other assets   6,104,257 6,104,257
Cash and cash equivalents
239,473 239,473 169,209,414   169,209,414
239,473 239,473 281,935,242 281,935,242
Market risk
Market risk is the risk that changes in market prices, such as interest rate, equity prices, foreign exchange rates and
credit spreads (not related to changes in the obligor’s/issuer’s credit standing) will affect the Bank’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 on risk.
Currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of
changes in foreign exchange rates.
Price risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes
in market prices (other than those arising from interest rate risk or currency risk), whether those changes are
caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial
instruments traded in the market.
At balance sheet date, the Bank’s assets and labilities were all denominated in EUR, USD, GBP, SEK, NOK, PLN, CZK,
CHF, AUD, ZAR and DKK. The Bank’s currency open positions amount to EUR 127,850 (2024: EUR 97,325).
32. RISK MANAGEMENT (continued)
Residual contractual maturities of financial assets and financial liabilities (continued)
65
Annual Report & Financial Statements 2025
Notes to the Financial Statements
Exposure to interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. The Bank calculates both Net Interest Income (NII) and Economic Value of Equity
(EVE) to assess exposure to this risk. NII focuses on the changes in interest income and expenses over a specified
time horizon, while EVE measures the change in the net present value of interest rate-sensitive instruments over their
remaining life as a result of interest rate movements. The European Banking Authority (EBA) introduced technical
standards for supervisory outlier tests on EVE and NII. These tests fall under the purview of the Risk Management
Function. Results are presented to the Risk Committee. Bank does not maintain a trading book, and as such, its
exposure to interest rate risk is confined to its non-trading activities.
Interest rate risk is managed by the treasury function, monitored by the Risk Management Function while the Bank’s
ALCO maintains oversight and is responsible for strategic decision-making.
Furthermore, the Bank manages Interest Rate Risk in the Banking Book (IRRBB), given that it holds no trading book,
with limits and tolerances set within the Risk Appetite Framework and monitored through established Key Risk
Indicators. IRRBB is assessed using both Net Interest Income (NII) and Economic Value of Equity (EVE) sensitivity
measures, with exposure regularly evaluated through ICAAP stress testing that includes severe but plausible
interest-rate shocks. The Risk Management Function monitors compliance, ALCO provides strategic oversight
including review of repricing gaps, duration mismatches and structural balance-sheet positioning and any breaches
are escalated in line with the Bank’s governance framework.
The Bank is exposed to cash flow interest rate risk on borrowings and debt instruments carrying a floating interest
rate and to fair value interest rate risk on borrowings and debt instruments carrying a fixed interest rate to the extent
that these are carried at fair value. None of the borrowings and debt instruments are carried at fair value.
Operational risk
Operational risk is the risk of direct or indirect loss arising from a wide variety of causes associated with the Bank's
processes, personnel, technology and infrastructure, as well as external factors, other than credit, market and liquidity
risk such as those arising from legal and regulatory requirements and generally accepted standards of corporate
behaviour. Operational risks can arise from all the Bank's operations.
The Bank's objective is to manage operational risk by balancing the avoidance of financial losses and reputational
damage with cost-effectiveness, ensuring that control procedures do not unnecessarily restrict initiative and
creativity. Operational risk management is integrated into the Bank’s overall risk framework and supported by
continuous investment in systems, automation, staff training and upgrading of the Bank’s control environment.
The Board emphasises continuous control strengthening, proactive risk mitigation and adherence to regulatory
expectations to ensure that operational risk remains within the Bank’s approved appetite.
The primary responsibility for the development and implementation of controls to mitigate operational risk
is assigned to senior management. The Risk Management Function is responsible for the monitoring. This
responsibility is supported by the establishment of overall standards for the management of operational risk in the
following areas:
requirements for appropriate segregation of duties, including the independent authorisation of transactions;
compliance with regulatory and other legal requirements;
documentation of controls and procedures;
periodic assessment of operational risks, and evaluation of the adequacy of controls and procedures;
development of contingency plans;
32. RISK MANAGEMENT (continued)
66
Annual Report & Financial Statements 2025
Notes to the Financial Statements
training and professional development programs;
ethical and business standards; and
risk mitigation, including the use of insurance where appropriate.
Under the CRR III framework, the Bank’s capital allocation for operational risk is determined using the Business
Indicator Component, which reflects the scale and nature of its business activities, together with an internal loss
component where relevant. Based on this methodology, the Bank’s operational risk capital requirement amounted to
EUR 1,121,629 (2024: EUR 1,022,045).
Capital risk management
The Bank's capital management approach ensures adequate capitalisation to manage the risk exposures at hand
while enabling business growth and providing adequate returns to the shareholders. Risk capital management does
not in any way substitute risk mitigation measures. It is vital that the structure of limits and thresholds prevents
risk concentrations from building up to a level that could compromise a significant portion of the Bank's capital
resources.
The Bank hedges the majority of its foreign exchange exposures. As a result, the Bank’s overall net foreign exchange
position remained below 2% of its total own funds. Consequently, per the de minimis rule in Article 351 of the CRR,
the foreign exchange risk exposure for calculating its own funds requirements was deemed to be nil.
Capital management falls directly under the oversight of the BoD.
The following table shows the components and basis of calculation of the Bank’s Capital Adequacy ratios.
2025 2024
  EUR EUR
Own funds
Tier 1
Ordinary shares 8,616,433 8,616,433
Shareholders’ advances 13,118,088 13,118,088
Retained earnings/(accumulated losses) 5,289,742 1,771,770
Proposed dividend (2,600,000) 
Other reserves  (433,348) (433,348)
Intangible assets (1,817,60 2) (1,178,188)
Deferred tax asset (109,697) (61,491)
Total Tier 1 22,063,615 21,833,264
Tier 2
Subordinated liabilities 4,785,769 
Total Tier 2 Capital 4,785,769 
Total own funds 26,849,384 21,833,264
32. RISK MANAGEMENT (continued)
Operational risk (continued)
67
Annual Report & Financial Statements 2025
Notes to the Financial Statements
Face value
2025
Risk weighted
assets
2025
Face value
2024
Risk weighted
assets
2024
EUR EUR EUR EUR
Cash and cash equivalents 217,888,381 3,5 37, 233 169,448,887 4,098,548
Investments 2,459,687  2,457,728 
Finance lease receivable 743,812 469,959 1,685,939 1,305,922
Loans to customers 57,976,957 38,208,999 34,260,691 21,906,151
Factored receivables 104,852,020 63,435,752 68,155,722 49,539,428
Deferred tax asset 109,697   61,491 
Other assets 6,930,164 4,540,307 6,104,257 4,713,201
Off balance sheet 11,326,970 60,004 11,705,832 2,041,993
Credit risk 402,239,482 110,252,254 293,880,547 83,605,243
Foreign exchange risk  
Operational risk 14,020,363 13,346,249
Total Risk Weighted Assets 124,272,617 96,951,492
Capital Adequacy Ratio
Tier 1 Total Capital Ratio 17.75% 22.52%
Total Capital Ratio 21.61% 22.52%
33. REGISTRATION DETAILS
The registered and principal office of Lidion Bank (C57067) is Block 3 Level 0, Trident Park Mdina Rd, Zone 2 Central
Business District Birkirkara, CBD 2010 Malta. The company is a public limited company incorporated in Malta.
34. SUBSEQUENT EVENTS 
There are no events subsequent to the financial reporting date to report.
32. RISK MANAGEMENT (continued)
Capital risk management (continued)
68
Annual Report & Financial Statements 2025
Notes to the Financial Statements
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Independent auditor’s report
to the members of
Lidion Bank
plc  
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Lidion Bank plc (the Bank), set out on pages 24 to 68, which
comprise the statement of financial position as at 31 December 2025, and the statement of profit or loss
and other comprehensive income, statement of changes in equity and statement of cash flow for the year
then ended, and notes to the financial statements, including material accounting policy information. 
In our opinion, the accompanying financial statements give a true and fair view of the financial position of
the Bank as at 31 December 2025, and of the Bank’s financial performance and cash flows for the year
then ended in accordance with IFRS Accounting Standards as issued by the International Accounting
Standards Board (IASB) as adopted by the European Union and have been properly prepared in
accordance with the requirements of the Companies Act (Cap. 386) and the Banking Act (Cap.371).
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit
of the Financial Statements section of our report. We are independent of the Bank in accordance with the
International Ethics Standards Board for Accountants’ International Code of Ethics for Professional
Accountants including International Independence Standards (IESBA Code), as applicable to audits of
financial statements of public interest entities, together with the Accountancy Profession (Code of Ethics
for Warrant Holders) Directive (Maltese Code) that is relevant to our audit of the financial statements of
public interest entities in Malta. We have also fulfilled our other ethical responsibilities in accordance
with the IESBA Code and the Maltese Code. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion. In conducting our audit, we have remained
independent of the Bank and have not provided any of the non-audit services prohibited by article 18A(1)
of the Accountancy Profession Act (Cap. 281).
Key Audit Matters 
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current period and include the most significant assessed risks of
material misstatement (whether or not due to fraud) that we identified. This matter was addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on this matter.
   
69
Independent auditor’s report (continued) 
to the members of  
Lidion Bank plc 
70 
 
 
 
Impairment of loans and advances to customers
As at 31 December 2025, the Bank reported total gross loans, including finance lease receivables, of
EUR60,977,939 and expected credit loss (ECL) provisions of EUR2,257,170. The determination of the
Bank’s ECL on its loans and advances to customers is subject to a high degree of estimation uncertainty
and management judgement. Assumptions in respect of the timing, measurement and disclosure of ECL
include: 
  Staging - Allocation of assets to stage 1, 2, or 3 on a timely basis using criteria in accordance
with IFRS 9 considering the impact of macroeconomic uncertainties on customer behaviours
and further support measures that were granted following the identification of underlying
significant deterioration in credit risk;
  Model estimations - Accounting interpretations, modelling assumptions and data used to build
and run the models that calculate the ECL;
  Economic scenarios Inputs, assumptions and weightings used to estimate the impact of
multiple economic scenarios;
  Individual provisions - Measurement of individual provisions including the assessment of
multiple scenarios on exit strategies, collateral valuations and time to collect; and
  Disclosure - The completeness and preparation of disclosures considering the key judgments,
sources of data and the design of the disclosures.
Our audit response to address the risk of material misstatement arising from the ECL provisioning
comprised the following:
Evaluation of controls:
We evaluated the design and implementation of the key controls across the processes relevant to the
ECL calculation. These processes included model governance, the allocation of assets into stages, data
accuracy and completeness, preparation of multiple economic scenarios, individual provisions and
disclosures.
Staging:
We performed an overall assessment of the ECL provision levels by stage to determine if they were
reasonable considering the Bank’s portfolio, risk profile, credit risk management practices and the
macroeconomic environment. We considered trends in the economy and industries to which the Bank is
exposed. We challenged the criteria used to allocate an asset to stage 1, 2 or 3 in accordance with IFRS 9
and tested assets in stage 1, 2 and 3 to verify that they were allocated to the appropriate stage.
Model estimations:
We tested the data used in the ECL calculation by reconciling to source systems in order to gain
reasonable assurance over the data quality. Assumptions and inputs used in ECL models were tested
substantively, including assessing the appropriateness of model design. Formulas used were
recalculated for mathematical accuracy.
Economic Scenarios:
We reviewed and challenged the inputs, assumptions and adjustments to the ECL calculation, with
particular reference to the macroeconomic data used in the model.
Individual Provision:
For a sample of individually impaired loans, we evaluated the specific circumstances of the customer,
including latest available information, the basis for measuring the impairment provision, and whether key
judgements were appropriate. We re-performed management’s impairment calculations, which were
largely based on the expected recovery from collateral held. We tested the valuation of collateral
challenging subjective estimates.
   
70
Independent auditor’s report (continued) 
to the members of  
Lidion Bank plc 
70 
 
 
 
Impairment of loans and advances to customers
As at 31 December 2025, the Bank reported total gross loans, including finance lease receivables, of
EUR60,977,939 and expected credit loss (ECL) provisions of EUR2,257,170. The determination of the
Bank’s ECL on its loans and advances to customers is subject to a high degree of estimation uncertainty
and management judgement. Assumptions in respect of the timing, measurement and disclosure of ECL
include: 
  Staging - Allocation of assets to stage 1, 2, or 3 on a timely basis using criteria in accordance
with IFRS 9 considering the impact of macroeconomic uncertainties on customer behaviours
and further support measures that were granted following the identification of underlying
significant deterioration in credit risk;
  Model estimations - Accounting interpretations, modelling assumptions and data used to build
and run the models that calculate the ECL;
  Economic scenarios Inputs, assumptions and weightings used to estimate the impact of
multiple economic scenarios;
  Individual provisions - Measurement of individual provisions including the assessment of
multiple scenarios on exit strategies, collateral valuations and time to collect; and
  Disclosure - The completeness and preparation of disclosures considering the key judgments,
sources of data and the design of the disclosures.
Our audit response to address the risk of material misstatement arising from the ECL provisioning
comprised the following:
Evaluation of controls:
We evaluated the design and implementation of the key controls across the processes relevant to the
ECL calculation. These processes included model governance, the allocation of assets into stages, data
accuracy and completeness, preparation of multiple economic scenarios, individual provisions and
disclosures.
Staging:
We performed an overall assessment of the ECL provision levels by stage to determine if they were
reasonable considering the Bank’s portfolio, risk profile, credit risk management practices and the
macroeconomic environment. We considered trends in the economy and industries to which the Bank is
exposed. We challenged the criteria used to allocate an asset to stage 1, 2 or 3 in accordance with IFRS 9
and tested assets in stage 1, 2 and 3 to verify that they were allocated to the appropriate stage.
Model estimations:
We tested the data used in the ECL calculation by reconciling to source systems in order to gain
reasonable assurance over the data quality. Assumptions and inputs used in ECL models were tested
substantively, including assessing the appropriateness of model design. Formulas used were
recalculated for mathematical accuracy.
Economic Scenarios:
We reviewed and challenged the inputs, assumptions and adjustments to the ECL calculation, with
particular reference to the macroeconomic data used in the model.
Individual Provision:
For a sample of individually impaired loans, we evaluated the specific circumstances of the customer,
including latest available information, the basis for measuring the impairment provision, and whether key
judgements were appropriate. We re-performed management’s impairment calculations, which were
largely based on the expected recovery from collateral held. We tested the valuation of collateral
challenging subjective estimates.   
Independent auditor’s report (continued) 
to the members of  
Lidion Bank plc 
71 
 
 
 
Impairment of loans and advances to customers (continued)
Disclosure:
We assessed the adequacy and appropriateness of disclosures for compliance with the accounting
standards and regulatory considerations. 
The Bank’s disclosures about impairment of loans and advances to customers are included in Notes 1,
13 and 14 which include the directors’ assessment of the adequacy of the impairment provisions. 
Other Information 
The directors are responsible for the other information. The other information comprises the Chairman’s
message, CEO’s message,
 corporate governance report which includes the compliance with the code,
directors’ report, five year summary, cautionary statement regarding forward looking statements and 
share register information page which we obtained prior to the date of this auditor’s report. 
However, the other information does not include the financial statements, our auditor’s report and the
annual financial report in XHTML format in accordance with the requirements of the European Single
Electronic Format, as defined in our Report on Other Legal and Regulatory Requirements.
Except for our opinion on the Directors’ report in accordance with the Companies Act (Cap. 386), and on
the Corporate Governance Statement of Compliance in accordance with the Capital Markets Rules
issued by the Malta Financial Services Authority, our opinion on the financial statements does not cover
the other information and we do not express any form of assurance conclusion thereon.  
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated. If, based on the work we have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact. We have nothing to report in this regard.
With respect to the Directors’ report, we also considered whether the Directors’ report includes the
disclosure requirements of Article 177 of the Companies Act (Cap. 386)
In accordance with the requirements of sub-article 179(3) of the Companies Act (Cap. 386) in relation to
the Directors’ Report, in our opinion, based on the work undertaken in the course of the audit: 
  The information given in the Directors’ Report for the financial year for which the financial statements
are prepared is consistent with the financial statements; and
  The Directors’ Report has been prepared in accordance with applicable legal requirements.  
In the light of the knowledge and understanding of the Bank and its environment obtained in the course of
the audit, we have not identified any material misstatements in the Directors’ Report. 
Responsibility of the Directors and the Audit Committee for the Financial Statements
As explained more fully in the Statement of Directors’ responsibilities on page 16, the directors are
responsible for the preparation of financial statements that give a true and fair view in accordance with in
accordance with IFRSs as adopted by the EU, the requirements of the Companies Act (Cap.386) and the
Banking Act (Cap.371), and for such internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material misstatement, whether due to fraud or
error. 
71
Independent auditor’s report (continued) 
to the members of  
Lidion Bank plc 
72 
 
 
 
Responsibility of the Directors and the Audit Committee for the Financial Statements (continued)
In preparing the financial statements, the directors are responsible for assessing the Bank’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 Bank or to cease
operations, or have no realistic alternative but to do so. The directors have delegated the responsibility
for overseeing the Bank’s financial reporting process to the Audit Committee. 
Auditor’s Responsibilities for the Audit of the Financial Statements 
This report, including the opinions set out herein, has been prepared for the Bank’s members as a body in
accordance with articles 179, 179A and 179B of the Companies Act (Cap. 386).
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinions in accordance with articles 179,179A and 179B of the Companies Act (Cap. 386).
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of these financial
statements.
In terms of article 179A(4) of the Companies Act (Cap.386), the scope of our audit does not include
assurance on the future viability of the audited entity or on the efficiency or effectiveness with which the
directors have conducted or will conduct the affairs of the Bank. The financial position of the Bank may
improve, deteriorate, or otherwise be subject to change as a consequence of decisions taken, or to be
taken, by the management thereof, or may be impacted by events occurring after the date of this opinion,
including, but not limited to, events of force majeure. 
As such, our audit report on the Bank’s historical financial statements is not intended to facilitate or
enable, nor is it suitable for, reliance by any person, in the creation of any projections or predictions, with
respect to the future financial health and viability of the Bank, and cannot therefore be utilised or relied
upon for the purpose of decisions regarding investment in, or otherwise dealing with (including but not
limited to the extension of credit), the Bank. Any decision-making in this respect should be formulated on
the basis of a separate analysis, specifically intended to evaluate the prospects of the Bank and to
identify any facts or circumstances that may be materially relevant thereto.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:
  Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting
a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.  
  Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Bank’s internal control.  
  Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
   
72
Independent auditor’s report (continued) 
to the members of  
Lidion Bank plc 
72 
 
 
 
Responsibility of the Directors and the Audit Committee for the Financial Statements (continued)
In preparing the financial statements, the directors are responsible for assessing the Bank’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 Bank or to cease
operations, or have no realistic alternative but to do so. The directors have delegated the responsibility
for overseeing the Bank’s financial reporting process to the Audit Committee. 
Auditor’s Responsibilities for the Audit of the Financial Statements 
This report, including the opinions set out herein, has been prepared for the Bank’s members as a body in
accordance with articles 179, 179A and 179B of the Companies Act (Cap. 386).
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinions in accordance with articles 179,179A and 179B of the Companies Act (Cap. 386).
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of these financial
statements.
In terms of article 179A(4) of the Companies Act (Cap.386), the scope of our audit does not include
assurance on the future viability of the audited entity or on the efficiency or effectiveness with which the
directors have conducted or will conduct the affairs of the Bank. The financial position of the Bank may
improve, deteriorate, or otherwise be subject to change as a consequence of decisions taken, or to be
taken, by the management thereof, or may be impacted by events occurring after the date of this opinion,
including, but not limited to, events of force majeure. 
As such, our audit report on the Bank’s historical financial statements is not intended to facilitate or
enable, nor is it suitable for, reliance by any person, in the creation of any projections or predictions, with
respect to the future financial health and viability of the Bank, and cannot therefore be utilised or relied
upon for the purpose of decisions regarding investment in, or otherwise dealing with (including but not
limited to the extension of credit), the Bank. Any decision-making in this respect should be formulated on
the basis of a separate analysis, specifically intended to evaluate the prospects of the Bank and to
identify any facts or circumstances that may be materially relevant thereto.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:
  Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting
a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.  
  Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Bank’s internal control.  
  Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
   
Independent auditor’s report (continued) 
to the members of  
Lidion Bank plc 
73 
 
 
 
Auditor’s Responsibilities for the Audit of the Financial Statements (continued)
  Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Bank’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report
to the related disclosures in the financial statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Bank to cease to continue as a
going concern. Accordingly, in terms of generally accepted auditing standards, the absence of any
reference to a material uncertainty about the Bank’s ability to continue as a going concern in our
auditor’s report should not be viewed as a guarantee as to the Bank’s ability to continue as a going
concern. 
  Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events
in a manner that achieves fair presentation.
For the avoidance of doubt, any conclusions concerning the adequacy of the capital structure of the
Bank, including the formulation of a view as to the manner in which financial risk is distributed between
shareholders and/or creditors cannot be reached on the basis of these financial statements alone and
must necessarily be based on a broader analysis supported by additional information.
We communicate with the Audit Committee 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 the Audit Committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with the Audit Committee, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor’s report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
Report on compliance of the Annual Financial Report with the requirements of the European Single
Electronic Format Regulatory Technical Standard as specified in the Commission Delegated
Regulation (EU) 2019/815 (the "ESEF RTS”)  
Pursuant 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 the
Accountancy Profession (European Single Electronic Format) Assurance Directive issued by the
Accountancy Board in terms of the Accountancy Profession Act (Cap. 281), hereinafter referred to as the
“ESEF Directive 6”, on the annual financial report of the Bank for the year ended 31 December 2025,
prepared in a single electronic reporting format.
73
Independent auditor’s report (continued) 
to the members of  
Lidion Bank plc 
 
74 
 
 
 
Report on Other Legal and Regulatory Requirements (continued) 
 
Report on compliance of the Annual Financial Report with the requirements of the European Single
Electronic Format Regulatory Technical Standard as specified in the Commission Delegated
Regulation (EU) 2019/815 (the "ESEF RTS”) (continued) 
 
Solely for the purposes of our reasonable assurance report on the compliance of the annual financial 
report with the requirements of the ESEF RTS, theAnnual Financial Report” comprises the Directors 
Report, the Statement of Directorsresponsibilities, the Corporate Governance Statement of
Compliance, the annual financial statements, the prescribed disclosures of material contracts, General 
Company Information, and the Independent auditors report, as set out in Capital Markets Rules 5.55.  
 
Where the Annual Financial Report does not include consolidated financial statements, compliance with 
the ESEF RTS solely requires the preparation of an Annual Financial Report in XHTML format. 
 
Responsibilities of the Directors for the Annual Financial Report 
The directors are responsible for:  
 
  the preparation and publication of the Annual Financial Report, including the financial statements, in 
XHTML format as required by Capital Markets Rule 5.56A,  
  designing, implementing, and maintaining internal controls relevant to the preparation of the Annual 
Financial Report in XHTML format, that is free from material misstatement, whether due to fraud or 
error,  
 
and consequently, for ensuring the accurate transfer of the information in the Annual Financial Report
into a single electronic reporting format. 
 
Auditors responsibilities for the Reasonable Assurance Engagement 
Our responsibility is to obtain reasonable assurance about whether the Annual Financial Report, 
including the financial statements is prepared, in all material respects, in XHTML format, based on the 
evidence we have obtained. We conducted our reasonable assurance engagement in accordance with 
the requirements of ESEF Directive 6.  
 
The procedures we performed, including the assessment of the risks that the Annual Financial Report is
not prepared, in all material respects, in XHTML format, whether due to fraud or error, were based on our
professional judgement and included:  
 
  Obtaining an understanding of the Banks internal controls relevant to the financial reporting
process, including the preparation of the Annual Financial Report in XHTML format, but not for the 
purpose of expressing an assurance opinion on the effectiveness of these controls.  
 
  Examining whether the Annual Financial Report has been prepared, in all material respects, in 
XHTML format.  
 
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our 
reasonable assurance opinion. 
  
 
 
 
 
74
Independent auditor’s report (continued) 
to the members of  
Lidion Bank plc 
 
74 
 
 
 
Report on Other Legal and Regulatory Requirements (continued) 
 
Report on compliance of the Annual Financial Report with the requirements of the European Single
Electronic Format Regulatory Technical Standard as specified in the Commission Delegated
Regulation (EU) 2019/815 (the "ESEF RTS”) (continued) 
 
Solely for the purposes of our reasonable assurance report on the compliance of the annual financial 
report with the requirements of the ESEF RTS, theAnnual Financial Report” comprises the Directors 
Report, the Statement of Directorsresponsibilities, the Corporate Governance Statement of
Compliance, the annual financial statements, the prescribed disclosures of material contracts, General 
Company Information, and the Independent auditors report, as set out in Capital Markets Rules 5.55.  
 
Where the Annual Financial Report does not include consolidated financial statements, compliance with 
the ESEF RTS solely requires the preparation of an Annual Financial Report in XHTML format. 
 
Responsibilities of the Directors for the Annual Financial Report 
The directors are responsible for:  
 
  the preparation and publication of the Annual Financial Report, including the financial statements, in 
XHTML format as required by Capital Markets Rule 5.56A,  
  designing, implementing, and maintaining internal controls relevant to the preparation of the Annual 
Financial Report in XHTML format, that is free from material misstatement, whether due to fraud or 
error,  
 
and consequently, for ensuring the accurate transfer of the information in the Annual Financial Report
into a single electronic reporting format. 
 
Auditors responsibilities for the Reasonable Assurance Engagement 
Our responsibility is to obtain reasonable assurance about whether the Annual Financial Report, 
including the financial statements is prepared, in all material respects, in XHTML format, based on the 
evidence we have obtained. We conducted our reasonable assurance engagement in accordance with 
the requirements of ESEF Directive 6.  
 
The procedures we performed, including the assessment of the risks that the Annual Financial Report is
not prepared, in all material respects, in XHTML format, whether due to fraud or error, were based on our
professional judgement and included:  
 
  Obtaining an understanding of the Banks internal controls relevant to the financial reporting
process, including the preparation of the Annual Financial Report in XHTML format, but not for the 
purpose of expressing an assurance opinion on the effectiveness of these controls.  
 
  Examining whether the Annual Financial Report has been prepared, in all material respects, in 
XHTML format.  
 
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our 
reasonable assurance opinion. 
  
 
 
 
 
Independent auditor’s report (continued) 
to the members of  
Lidion Bank plc 
75 
 
 
 
Report on Other Legal and Regulatory Requirements (continued)
Report on compliance of the Annual Financial Report with the requirements of the European Single
Electronic Format Regulatory Technical Standard as specified in the Commission Delegated
Regulation (EU) 2019/815 (the "ESEF RTS”) (continued) 
Reasonable Assurance Opinion
In our opinion, the Annual Financial Report for the year ended 31 December 2025 has been prepared, in all
material respects, in XHTML format.
This reasonable assurance opinion only covers the transfer of the information in the Annual Financial
Report into XHTML format as required by the ESEF RTS, and therefore does not cover the information
contained in the Annual Financial Report.
Report on Corporate Governance Statement of Compliance
Pursuant to Rule 5.94 of the Capital Market Rules issued by the Malta Financial Services Authority, the
directors are required to include in the Bank’s Annual Financial Report a Corporate Governance
Statement of Compliance explaining the extent to which they have adopted the Code of Principles of
Good Corporate Governance set out in Appendix 5.1 to Chapter 5 of the Capital Markets Rules, and the
effective measures that they have taken to ensure compliance with those principles. The Corporate
Governance Statement of Compliance is to contain at least the information set out in Rule 5.97 of the
Capital Markets Rules.
Our responsibility is laid down by Rule 5.98 of the Capital Markets Rules, which requires us to include a
report to shareholders on the Corporate Governance Statement of Compliance in the Company’s Annual
Financial Report.
We read the Corporate Governance Statement of Compliance and consider the implications for our
report if we become aware of any information therein that is materially inconsistent with the financial
statements or our knowledge obtained in the audit, or that otherwise appears to be materially misstated.
We also review whether the Corporate Governance Statement of Compliance contains at least the
information set out in Rule 5.97 of the Capital Markets Rules.
We are not required to, and we do not, consider whether the directors’ statements on internal control
cover all risks and controls, or form an opinion on the effectiveness of the Bank’s corporate governance
procedures or its risk and control procedures.
In our opinion, the Corporate Governance Statement of Compliance set out on pages 10 to 14 has been
properly prepared in accordance with the requirements of Rules 5.94 and 5.97 of the Capital Markets
Rules. 
Additional matters on which we are required to report pursuant to the Banking Act (Cap. 371)
In our opinion: 
  Proper accounting records have been kept so far as it appears from our examination thereof; 
  The financial statements are in agreement with the accounting records; and  
  We have obtained all the information and explanations, which, to the best of our knowledge and
belief, are necessary for the purpose of our audit.
   
75
Independent auditor’s report (continued) 
to the members of  
Lidion Bank plc 
 
76 
 
 
 
Matters on which we are required to report by exception under the Companies Act (Cap. 386) in 
addition to those reported above  
Under the Companies Act (Cap. 386), we have responsibilities to report to you if in our opinion: 
  Proper accounting records have not been kept; 
  Proper returns adequate for our audit have not been received from branches not visited by us; 
  The financial statements are not in agreement with the accounting records and returns; or 
  We have been unable to obtain all the information and explanations which, to the best of our
knowledge and belief, are necessary for the purpose of our audit.  
 
We have nothing to report to you in respect of these responsibilities.  
 
Auditor tenure  
We were first appointed to act as statutory auditor by the members of the Bank on 10 September 2012 for 
the financial year ended 30 June 2013 and were subsequently reappointed as statutory auditors by the 
members of the Bank on an annual basis. The period of total uninterrupted engagement as statutory 
auditor including previous reappointments of the firm is 13 financial periods. 
 
Consistency of the audit report with the additional report to the Audit Committee 
Our audit opinion is consistent with the additional report to the Audit Committee in accordance with the 
provisions of Article 11 of the EU Audit Regulation No. 537/2014. 
 
The audit report was drawn up on 29 April 2026 and signed by: 
 
 
 
 
 
Michael Bianchi as Director 
in the name and on behalf of 
Deloitte Audit Limited 
Registered auditor 
Central Business District, Birkirkara, Malta 
 
76
APPENDIX I FIVE YEAR SUMMARY
A.  STATEMENTS OF PROFIT OR LOSS ACCOUNT
AND OTHER COMPREHENSIVE INCOME
FOR THE PERIOD 2021/2025
Year from 
1 Jan 2025 to
31 Dec 2025
Year from 
1 Jan 2024 to
31 Dec 2024
Year from 
1 Jan 2023 to
31 Dec 2023
Period from 1
Jul 2021 to 31
Dec 2022
Year from 
1 Jul 2020 to
31 Jun 2021
EUR EUR EUR EUR EUR
Revenue
Interest income 16,300,103 11,932,150 8,088,844 3,185,722 1,416,136 
Interest expense (5,417,734) (3,353,489) (2,083,728) (526,542) (4 07,670)
Net Interest Income 10,882,369 8,578,661 6,005,116 2,659,180 1,008,466
Fee and commission income 2,402,875 2,969,523 1,859,014 3,505,541 1,106,459
Fee and commission expense (985,623) (981,696) (651,048) (415,238) (330,618)
Net fee and commission income 1,417,252 1,987,827 1,207,966 3,090,303 775,841
Net operating income before
net impairment losses 12,299,621  10,566,488  7,213,082  5,749,483  1,784,307
Net impairment losses (1,523,903) (855,336)  (279,254)  (15 7,685 ) (120,238)
Net operating income 10,773,718  9,711,152  6,933,828  5,591,798  1,664,069
Factoring related expenses 746,050 444,567 726,201 572,065 
Employee compensation and benefits 3,403,725  3, 427,090 2,624,850  2,256,576  1,066,113
General administrative expenses 2,359,147 2,253,224 1,794,954  1,980,522  764,354
Depreciation, property, plant and equipment 94,534  50,862  24,544   80,213  57,914
Amortisation of intangible assets 353,165  187,879  74,373  38,574  28,154
Depreciation of right of use assets 111,000  151,200  73,476  110,120 73,486
Total Expense 7,067,621  6,514,822  5,318,398  5,038,070 1,990,021
Profit / (loss) before tax 3,706,098 3,196,330  1,615,430  553,728  (325,952)
Income tax (expense)/credit (188,126) (501,315)  (565,401) 971,834  
Reversal of fair value gain for
reclassified investments    (70,266) (97,783)
Profit / (loss) for the year / period 3,517,972 2,695,015 1,050,029  1,455,296 (423,735)
Independent auditor’s report (continued) 
to the members of  
Lidion Bank plc 
 
76 
 
 
 
Matters on which we are required to report by exception under the Companies Act (Cap. 386) in 
addition to those reported above  
Under the Companies Act (Cap. 386), we have responsibilities to report to you if in our opinion: 
  Proper accounting records have not been kept; 
  Proper returns adequate for our audit have not been received from branches not visited by us; 
  The financial statements are not in agreement with the accounting records and returns; or 
  We have been unable to obtain all the information and explanations which, to the best of our
knowledge and belief, are necessary for the purpose of our audit.  
 
We have nothing to report to you in respect of these responsibilities.  
 
Auditor tenure  
We were first appointed to act as statutory auditor by the members of the Bank on 10 September 2012 for 
the financial year ended 30 June 2013 and were subsequently reappointed as statutory auditors by the 
members of the Bank on an annual basis. The period of total uninterrupted engagement as statutory 
auditor including previous reappointments of the firm is 13 financial periods. 
 
Consistency of the audit report with the additional report to the Audit Committee 
Our audit opinion is consistent with the additional report to the Audit Committee in accordance with the 
provisions of Article 11 of the EU Audit Regulation No. 537/2014. 
 
The audit report was drawn up on 29 April 2026 and signed by: 
 
 
 
 
 
Michael Bianchi as Director 
in the name and on behalf of 
Deloitte Audit Limited 
Registered auditor 
Central Business District, Birkirkara, Malta 
 
77
Annual Report & Financial Statements 2025
Appendix I – Five Year Summary
B.  STATEMENTS OF FINANCIAL POSITION
AS AT 31 DEC 2021/2025
2025 2024 2023 2022 2021
EUR EUR EUR EUR EUR
Assets
Balance with Central Bank of Malta,
and cash and cash equivalents 217,888,381 169,448,887  77,036,827  33,223,200  22, 0 07,774 
Investments measured at amortised costs 2,459,687  2,457,728  2,491,090 2,524,462  200,800
Fair value through other comprehensive
income investments     2,444,694
Finance lease receivable 743,812 1,685,939 3,228,243 4,602,092  8,582,756
Loans to customers 57,976,957  34,260,691  24,727, 0 4 4 17, 4 85 ,912  10,713,237
Factored receivables 104,852,020  68,155,722  42,642,999  31,864,904  2,613,484
Intangible assets 1,817, 602  1,178,188  457,361  141,125  40,835
Property, plant and equipment 372,388  420,694  62,889  40,146  93,229
Deferred tax 109,697 61,491  406,433  971,834  
Assets held for realisation  23,123  297,099  456,519  253,060
Right of use of lease 122,434  240,024  21,169  61,331  107,308 
Other assets 2,699,783 2,824,325 767, 45 4 2,005,340  1,750,003 
Prepayments and accrued income 1,917,958 1,441,026 2,553,850 915,014  176,277 
Total assets 390,960,717 282,174,715  154,672,458 94,291,879 48,983,457
Liabilities
Amounts owed to customers 355,553,647  255,331,734  135,771,953  77,773,222  37,852,5 31
Debt securities in issue    58,175 
Other liabilities 1,026,475 883,088  1,012,241  1,118,392  1,316,215
Tax payable  156,375   
Accruals 2,878,254  2,475,989  2,464,206  995,736  770,453
Finance lease creditor 125,657  254,586  22,182  52,682  89,533
Subordinated liabilities 4,785,769   1,684,000  1,684,000  1,684,000
Total liabilities 364,369,802 259,101,772  140,954,582  81,624,032  41,770,907
Equity
Share capital  8,616,433  8,616,433  8,616,433  8,616,433  8,616,433 
Shareholders’ advances 13,118,088  13,118,088  6,458,036  6,458,036  2,458,036
General banking risk reserve    87,181  94,550
Excessive NPL reserve     63,412 
Fair value reserve    70,266
Currency translation reserve (433,348)  (433,348)  (433,348)  (433,348)  (433,348)
Accumulated profits / (losses) 5,289,742 1,771,770  (923,245)  (2,060,455) (3,656,799)
Total equity 26,590,915 23,072,943  13,717, 876  12 ,667,847 7,212 ,550
Total liabilities and equity 390,960,717 282,174,715  154,672,458  94,291,879 48,983,457
Memorandum Items
Total commitments 3,714,255  4,083,987  213,559  1,622,291  2,0669,663
Total contingent liabilities 7,612 ,715  7,621,845  6,506,848   50,000
78
Annual Report & Financial Statements 2025
Appendix I – Five Year Summary
C.  STATEMENTS OF CASH FLOWS
FOR THE PERIOD 2021/2025
Year from 
1 Jan 2025 to
31 Dec 2025
Year from 
1 Jan 2024 to
31 Dec 2024
Year from 
1 Jan 2023 to
31 Dec 2023
Period from 1
Jul 2021 to 31
Dec 2022
Year from 
1 Jul 2020 to
31 Jun 2021
EUR EUR EUR EUR EUR
Cash flows used from operating activities
Interest and commission received 18,607,144 15,939,786
8,440,750 6,073,302  2,618,680
Interest and commission paid (6,712,883) (4,570,404)
(2,263,112)  (1,251,580) (1,075,124)
Cash payments to employees and suppliers (6,602,770) (5,851,922)
(4,220,768) (4,348,876) (1,703,748)
Cash flows generated from/(used in)
operating activities before changes
in operating assets and liabilities
5,291,491 5,517,460 1,956,870 472,846 (160,192)
(Increase)/decrease in finance lease receivable (60,996,340) (34,359,400) (16,924,631) (3,555,057) (1,592,505)
Movement in other assets
(165,050) (2,000,387) 1,271,258 (255,337) (1,106,873)
Movement in other liabilities
27 7, 035 144,824 5,378,495 925,202 657,589
Increase in amounts owed to
banks and to customers
100,221,914 119,559,780 52,644,205 38,768,366 5,151,612
Net cash generated from operating activities
44,579,051 88,862,277 44,326,197 7,709,960 987,078
Cash flows from investing activities
Purchase of property plant and equipment (39,107) (408,667)
(47,287) (27,131) (17,303)
(Purchase) / write offs of intangible assets (971,521) (908,706)
(390,609) (138,864) (6,251)
Movement in investment assets
and assets for sale
   (152,692) 254,342
Net cash (used in)/ generated
from investing activities
(1,010,628) (1,317,373) (437,896) (318,687) 230,789
Cash flows from financing activities
Proceeds from shareholders’ advances
 6,660,052  4,000,000 2,246,939
Amount paid to subsidiary company
    (851,841)
Lease payments for the principal
portion of lease liability
(128,928) (108,896) (74,674) (117,672) (152,874)
Proceeds from issue of subordinated liabilities
5,000,000    
Payments on debt securities in issue
 (1,684,000)  (58,175) (240,398)
Amount pledged to depositors’
compensation scheme
   1,000,000 (851,841)
Net cash generated from/(used in)  
financing activities
4,871,072 4,867,156 (74,674) 4,824,153 981,155
Net increase in cash and cash equivalents
48,439,495 92,412,060 43,813,627 12,215,693 2,199,022
Cash and cash equivalents at the
beginning of the period/year
169,448,887 77,036,827 33,223,200 20,832,912 18,324,746
Currency translation
309,14 3
Cash and cash equivalents
at the end of the year
217,888,381 169,448,887 77,036,827 33,048,605 20,832,912
79
Annual Report & Financial Statements 2025
Appendix I – Five Year Summary
D.  PERFORMANCE METRICS
2025 2024 2023 2022 2021
EUR EUR EUR EUR EUR
Net interest income and other
operating income to total assets. 2.8% 3.5% 4.5% 5.9% 3.4%
Operating expenses to total assets 1.8% 2.4% 3.4% 5.3% 4.1%
Profit/(loss) before tax to equity 15.1% 13.9% 11.8% 4.4% (4.5%)
Profit/(loss) after tax to total assets 0.9% 1.0% 0.7% 1.5% (0.9%)
Profit/(loss) after tax to average assets 1.1% 1.2% 0.8% 2.0% (0.0%)
Profit/(loss) after tax to average equity 13.3% 17.1% 7.95 % 13.0% (4.5%)
80
Annual Report & Financial Statements 2025
Appendix I – Five Year Summary
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
This report contains statements that constitute “forward-looking statements”, including but not limited to
statements relating to the anticipated effect of transactions described herein, risks arising from the current
market crisis and other risks specific to the Bank’s business, strategic initiatives, future business development
and economic performance. While these forward-looking statements represent the Bank’s judgments and
expectations concerning the development of its business, a number of risks, uncertainties and other important
factors could cause actual developments and results to differ materially from the Bank’s expectations.
These factors include, but are not limited to:
(1)  the extent and nature of future developments in
the market segments that have been or may be
affected by the current market crisis and their
effect on the Bank’s assets and exposures;
(2)  developments affecting the availability of
capital and funding to the Bank and other
credit institutions, including any changes in
the Bank’s credit spreads and ratings;
(3)  other market and macroeconomic developments,
including movements in local and international
securities markets, credit spreads, currency
exchange rates and interest rates;
(4)  changes in internal risk control and limitations in
the effectiveness of the Bank’s internal processes
for risk management, risk control, measurement
and modelling, and of financial models generally;
(5)  the degree to which the Bank is successful
in implementing its business and
development plans, and whether those
plans will have the effects anticipated;
(6)  changes in the financial position or creditworthiness
of the Bank’s clients, obligors and counterparties, and
developments in the markets in which they operate,
including possible failures resulting from the current
market crisis and adverse economic environment;
(7)  management changes and changes to the
internal or overall structure of the Bank;
(8)  the occurrence of operational failures, such as
fraud, unauthorised trading and systems failures;
(9)  legislative, governmental and regulatory
developments, including the effect of more
stringent capital requirements and of regulatory
constraints on the Bank’s activities;
(10)  changes in accounting standards or policies,
and accounting determinations affecting the
recognition of gain or loss, the valuation of
goodwill and other assets or other matters;
(11)  changes in and the effect of competitive pressures,
including the possible loss of key employees as a
result of compensation issues or for other reasons;
(12)  jurisdictional changes;
(13)  technological developments; and
(14)  the impact of all such future developments on 
positions held by the Bank, on its short-term and
longer-term earnings, on the cost and availability of
funding and on the Bank’s capital ratios. In addition,
these results could depend on other factors that
we have previously indicated could adversely affect
our business and financial performance which
are contained in our past and future filings and
reports. the Bank is not under any obligation to (and
expressly disclaims any obligation to) update or alter
its forward-looking statements, whether as a result
of new information, future events, or otherwise.
Rounding EUR amounts presented throughout this report may not add up precisely to the totals provided in the tables.
Percentages and percent changes are calculated based on rounded figures displayed in the tables and text and may not
precisely reflect the percentages and percent changes that would be derived based on figures that are not rounded
81
Annual Report & Financial Statements 2025
Appendix I – Five Year Summary
APPENDIX II  SUPPLEMENTARY 
FINANCIAL INFORMATION
SHARE REGISTER INFORMATION
Directors’ direct interest in the share capital of the company as at 31 December 2025 and 31 December 2024:
None
As at 31 December 2025 and 2024, the Bank’s issued share capital was made up of eight million, six hundred and sixteen
thousand, four hundred and thirty-three Euro (EUR 8,616,433) divided into six million, nine hundred and fifty thousand, three
hundred and forty nine Ordinary ‘A’ shares and one (1) Ordinary ‘B’ share, all of a nominal value of one Euro and twenty-three
point nine seven cents (EUR 1.2397) each, which shares were fully paid up and subscribed as outlined in the table below.
Shareholders holding 5% or more of the equity capital as at 31 December 2025 and 2024
Shareholder
Number of
shares held
31 December
2025
Number of
shares held
31 December
2024
% of shares
31 December
2025
% of shares
31 December
2024
Lidion Holdings plc C-57008 6,950,349 6,950,349 99.99% 99.99%
Maltese public limited liability company bearing
company registration number: C-57008
Ordinary A
Shares
Ordinary A
Shares
Armoza Beheer B.V, a Dutch company bearing
company registration number: 77648692 1 1 0.000014% 0.000014%
Ordinary B  
Share
Ordinary B  
Share
There were no changes in shareholders’ holding of 5% or more of the equity share capital until 29 April 2026, the date these
financial statements were approved.
Save for what is stated herein and as may be expressly provided in the Bank’s Memorandum and Articles of Association
or by the respective terms of issue, all ordinary shares in the Company (whatever their class and nominal value) rank pari
passu for all intents and purposes of law. The holder of the Ordinary B share is not entitled to vote in respect of its share nor
to receive any dividends distributed. On the return of asset on a liquidation or otherwise, the holder of the Ordinary B share is
only entitled to a repayment of the nominal amount paid up on such Ordinary B share to the extent that there are sufficient
assets of the Company available for distribution and remaining after payment of the Company’s debts and liabilities and
after payment of the nominal amount paid up on Ordinary A shares of the Company. The holder of the Ordinary B share
shall not be entitled to any bonus shares upon the capitalisation of any share premium or other reserve by the Company.
Company Secretary
Francesca Briffa Polidano
Registered Address
2, Triq San Frangisk,
Qormi,
Malta
82
Annual Report & Financial Statements 2025
Appendix II – Supplementary Financial Information
Trident Park, Block 3, Level 0,
Mdina Road, Zone 2,
Central Business District,
Birkirkara CBD 2010, Malta
lidionbank.com
Trident Park, Block 3, Level 0,
Mdina Road, Zone 2,
Central Business District,
Birkirkara CBD 2010, Malta
lidionbank.com