Burmarrad Group Assets p.l.c.

Directors’ Report and Directors’ Responsibilities

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

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

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

Bond Issue

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

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

Principal Activities

The Issuer is the holding company of the Group and acts as its finance arm by raising finance and advancing same to the companies within the Group and other companies within the Burmarrad Group. Following a restructuring exercise of the Burmarrad Group in 2023 and early 2024, Burmarrad Group Fleets Limited acquired legal ownership of the vehicles and vehicle-related fixed assets, which it leases to the commonly controlled operating companies of the Burmarrad Group.

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

Review of Business and Future Developments

The Group’s profit before tax for the year ended 31 January 2025 amounted to €1,181,905 (2024: Loss of €10,213). The principal source of revenue consisted of investment income amounted to €1,734,866. The Group continues to consolidate its operations through further investment in its fleets of vehicles and its properties, making sure that investment yields proper return.

Dividends

The Directors do not propose the payment of a dividend.

Risks and uncertainties

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

Burmarrad Group Assets p.l.c.

Directors’ Report and Directors’ Responsibilities (continued)

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

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

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

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

Events after the end of the reporting period

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

Disclosure of information to the auditor

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

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

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

Statement of directors’ responsibilities

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

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

- select suitable accounting policies and then apply them consistently;

- make judgements and estimates that are reasonable and prudent;

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

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

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

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

Burmarrad Group Assets p.l.c.

Directors’ Report and Directors’ Responsibilities (continued)

Information pursuant to Capital Markets Rule 5.70.1

There were no material contracts to which the company, or its subsidiaries were a party, and in which anyone of the group’s directors were directly or indirectly interested.

Auditors

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

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

Maria GauciMario Gauci Jnr

DirectorDirector

Burmarrad Group Assets p.l.c.

Consolidated Statement of Financial Position

As at 31 January 2025

		2025	2024
		€	€
	Note
Non-current assets
Investment property	12	4,508,410	3,745,202
Equity accounted investee	13	15,607,892	15,607,892
Finance lease receivables	14	1,682,271	-
Financial assets at amortised cost	15	11,009,309	-
Loan receivable	15	3,160,090	-
Deferred tax asset	16	18,996	-
		35,986,968	19,353,094
Current assets
Finance lease receivables	14	201,400	-
Financial assets at amortised cost	15	5,743,680	-
Trade and other receivables	17	910,203	102,376
Cash and cash equivalents	18	987,165	113,248
		7,842,448	215,624
Total assets		43,829,416	19,568,718
EQUITY
Capital and reserves
Called up issued share capital	19	14,127,000	10,521,200
Other reserve	19	870,768	870,768
Retained earnings		7,919,228	6,751,253
Total equity		22,916,996	18,143,221
Non-current liabilities
Debt securities issued	20	15,715,927	-
Bank borrowings	22	515,800	299,683
Trade and other payables	23	72,596	97,780
Deferred tax liability	16	26,800	-
		16,331,123	397,463
Current liabilities
Current tax liability		6,615	1,276
Short-term borrowings	22	140,234	140,234
Debt securities issued	20	726,433	-
Loans due to related parties	21	2,161,001	-
Trade and other payables	23	1,547,014	886,524
		4,581,297	1,028,034
Total equity and liabilities		43,829,416	19,568,718

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

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

Maria GauciMario Gauci Jnr

DirectorDirector

Burmarrad Group Assets p.l.c.

Consolidated Statement of Comprehensive Income

For the year ended 31 January 2025

		2025	2024
		€	€
	Note
Interest income	8	1,734,866	-
Other revenue	10	40,848	8,500
Administrative expenses	6,7	(181,008)	(26,605)
Operating profit		1,594,706	(18,105)
Finance costs	9	(747,801)	-
Share of profit of associate	13	-	7,892
Fair value gain on investment property	12	335,000	-
Profit/(loss) before tax		1,181,905	(10,213)
Income tax (expense)/credit	11	(13,930)	166,724
Profit for the year		1,167,975	156,511

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

Burmarrad Group Assets p.l.c.

Consolidated Statement of Changes in Equity

For the year ended 31 January 2025

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

At 1 February 2024	10,521,200	870,768	6,751,253	18,143,221
Increase in share capital	3,605,800	-	-	3,605,800
Profit for the year	-	-	1,167,975	1,167,975
At 31 January 2025	14,127,000	870,768	7,919,228	22,916,996

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

Burmarrad Group Assets p.l.c.

Consolidated Statement of Cash Flows

For the year ended 31 January 2025

		2025	2024
		€	€
	Note
Cash flows from operating activities
Profit for the year		1,167,975	156,511
Adjustments for:
Movement in fair value of investment property		(335,000)	-
Income taxes	11	13,930	(166,724)
Share of profit from associate	13	-	(7,892)
Investment income	8	(1,734,866)	-
Finance costs	9	747,801	-
Changes in:
Trade and other receivables		(807,827)	(102,376)
Trade and other payables		635,307	214,698
Cash (absorbed by)/generated from operating activities		(312,680)	94,217
Income taxes paid		(788)	-
Net cash (used in)/from operating activities		(313,468)	94,217
Cash flows from investing activities
Acquisition of investment property	12	(410,038)	(85,202)
Funds advanced to related companies		(15,928,597)	-
Funds repaid by related companies		1,633,514	-
Net cash used in investing activities		(14,705,121)	(85,202)
Cash flows from financing activities
Proceeds from loans and borrowings		216,117	106,683
Proceeds from debt securities issued	20	16,000,000	-
Debt securities issue costs paid		(305,441)	-
Interest paid		(18,170)	-
Net cash from financing activities		15,892,506	106,683
Net increase in cash and cash equivalents		873,917	115,698
Cash and cash equivalents at beginning of the year	18	113,248	(2,450)
Cash and cash equivalents at end of the year		987,165	113,248

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

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

1Reporting entity

Burmarrad Group Assets p.l.c. (the “Company”) is a public limited liability company domiciled and incorporated in Malta. The Company’s registered office is at Marjo, Burmarrad Road, Burmarrad, St. Paul’s Bay, Malta. These consolidated financial statements comprise the Company and its wholly owned subsidiaries (collectively the “Group” and individually as “Group Companies”) and the Group’s interest in an equity accounted investee.

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

2Basis of preparation

2.1Basis of accounting

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

The principal activity of the Company in the comparative year was to hold and develop investment property. During the current year, the directors changed its principal activity to that of a holding company, with the intention of holding the major assets of the Burmarrad Group (mainly the investment in BBT plc, now held by Burmarrad Group Assets plc, the vehicles used in the Burmarrad Group’s leasing and rentals business, now held by Burmarrad Group Fleets Limited and the Burmarrad Group’s investment properties, now held by Burmarrad Group Properties Limited) and issue bonds on the Malta Stock Exchange.

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

2.2Basis of measurement

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

2.3Functional and presentation currency

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

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

2Basis of preparation (continued)

2.4Use of estimates and judgements

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

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

2.4.1Fleet leasing and financing

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

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

Management therefore recognised financial assets measured at amortised cost for transactions in which control was not transferred as per IFRS 15 Revenue from Contracts with customers. Estimated future cash flows have been based on the contracted upon leases at the point of recognition for the respective receivables.

2.4.2Fair valuation of investment property

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

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

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

3Material accounting policies

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

3.1Basis of consolidation

3.1.1Investments in Subsidiaries

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

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

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

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

3.1.2Loss of control

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

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

3Material accounting policies (continued)

3.1Basis of consolidation (continued)

3.1.3Interest in equity-accounted investee

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

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

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

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

3.1.4Transactions eliminated on consolidation

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

3.2Financial instruments

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

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

3Material accounting policies (continued)

3.2Financial instruments (continued)

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

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

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

Classification of financial assets

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

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

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

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

3.2.1Financial assets

The business model

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

Held to collect - Debt instruments measured at amortised cost

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

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

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

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

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

3Material accounting policies (continued)

3.2Financial instruments (continued)

Assessment whether contractual cash flows are SPPI

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

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

Interest income using the effective interest method

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

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

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

3.2.1.1Loans and receivables

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

3.2.1.2Trade receivables

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

3.2.1.3Cash and cash equivalents

Cash and cash equivalents comprise cash in hand, demand deposits and time deposits maturing within three months from the end of the reporting period. Call deposits form an integral part of the Group’s cash management practices.

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

3Material accounting policies (continued)

3.2Financial instruments (continued)

3.2.2Financial liabilities

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

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

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

3.2.2.1Bank borrowings

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

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

3.2.2.2Other borrowings and debt securities issued

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

3.2.2.3Trade and other payables

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

3.2.3Share capital

3.2.3.1Ordinary shares

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

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

3Material accounting policies (continued)

3.3Investment Property

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

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

3.3.1Measurement of fair values

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

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

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

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

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

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

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

3.4Impairment

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

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

3Material accounting policies (continued)

3.4Impairment (continued)

The amount of ECLs is updated at each reporting date to reflect changes in credit risk since the initial recognition.

For trade receivables [and contract assets] that do not contain a significant financing component (or for which the IFRS 15 practical expedient for contracts that are one year or less is applied), the Group applies the simplified approach and recognises lifetime ECL.

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

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

Significant increase in credit risk

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group’s historical experience and informed credit assessment and including forward-looking information.

The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 90 days past due.

The Group considers a financial asset to be in default when:

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

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

Credit-impaired financial assets

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

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

3Material accounting policies (continued)

3.4Impairment (continued)

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

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

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

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

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

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

Write-off policy

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

Measurement and recognition of ECLs

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

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

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

Presentation of allowance for ECL in the statement of financial position

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

3.4.1Non-financial assets

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

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

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

3Material accounting policies (continued)

3.4Impairment (continued)

3.4.1Non-financial assets (continued)

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

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

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

3.5Leases

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

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

The Group as a lessor

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

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

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

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

3Material accounting policies (continued)

3.5Leases (continued)

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

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

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

3.6 Interest income

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

3.7Borrowing costs

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

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

3.8Income tax

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

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

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

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

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

3Material accounting policies (continued)

3.8Income tax (continued)

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

3.9Rental income

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

4New standards and interpretations

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

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

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

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

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

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

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

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

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

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

4New standards and interpretations (continued)

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

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

4.2.1 IFRS 18 ‘Presentation and Disclosure in Financial Statements’

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

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

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

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

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

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

4.2.2 Amendments to the Classification and Measurement of Financial Instruments

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

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

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

4New standards and interpretations (continued)

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

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

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

owhether contractual terms are consistent with a basic lending arrangement;

oassets with non-recourse features; and

ocontractually-linked instruments;

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

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

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

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

4.2.3 Other accounting standards

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

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

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

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

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

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

5Operating segments

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

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

Products and services from which reportable segments derive their revenues

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

-Property investment and development

-Asset leasing and financing

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

Segment revenues and profits

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

	Segment revenue 31/01/2025	Segmentrevenue 31/01/2024	Segment profit 31/01/2025	Segment profit 31/01/2024
	€	€	€	€
Property investment and development	40,848	8,500	325,291	(10,213)
Fleet leasing and financing	1,588,919	-	1,068,883	-
Total	1,629,767	8,500	1,394,174	(10,213)

Segment revenue reported above represents revenue generated from external customers, except for €1,588,919 (2024: €Nil) included within the Asset leasing and financing segment which has been generated from related parties. There were no intersegment sales in the current year (2024: €Nil).

An amount of €145,947 (2023: €Nil) recorded as Investment income during the current period has not been allocated to a reportable segment.

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

5Operating segments (continued)

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

Segment Assets

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

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

Other segment information

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

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

Geographical information

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

Information about major customers

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

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

6Administrative expenses

Administrative expenses are made up of the following expenses:

	2025	2024
	€	€
Directors’ remuneration	57,217	-
Audit fees	29,730	9,000
Professional fees	72,333	-
Management fees	80,000	-
Registration fees	9,892	-
Bank charges	8,104	-
Other expenses	3,732	-
	261,008	-

7Key management personnel compensation

	2025	2024
	€	€
Directors’ emoluments	57,217	-

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

8Investment income

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

During 2024 the Group entered into lease agreements with other fellow subsidiaries as disclosed in note 14.

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

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

8Investment income (continued)

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

9Finance costs

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

10Other revenue

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

11Income tax expense

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

	2025	2024
	€	€
Profit/(loss) before income tax		(10,213)
Income tax using the Group’s domestic tax rate of 35%		3,575
Tax effect of expenses not allowed for tax purposes		(9,313)
Difference in tax rates applied to fair value gains		168,000
Difference in tax rates applied to rental income		1,700
Share of profits from associate		#
Non-taxable income		2,762
Tax credit for the year		166,724

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

11Income tax expense (continued)

	2025	2024
	€	€
Current tax expense	-	-
Deferred tax expense	-	-

12Investment property

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

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

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

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

12Investment property (continued)

12.3Investment property is revalued by professionally qualified independent architects or surveyors on the basis of assessments of the fair value of the property in accordance with international valuations standards and professional practice with recent experience of commercial property in Malta. An updated valuation is carried out where management identifies potential discrepancies following discussions with the architect or other external experts. In the periods where a valuation is not obtained, management verifies all major inputs to the independent valuation report, assesses any property valuation movements when compared to the prior period valuation reports and holds discussions with the independent valuer, as necessary. The fair value of the Group’s investment property as at 31 January 2025 amounts to €4,508,410 (31 January 2024: €3,745,202). The directors are of the opinion that the fair value of the property required adjustment as at 31 January 2025, resulting in a revaluation of €335,000. There has been no change to the valuation technique during the year.

12.4In estimating the fair value of the properties, the highest and best use of the properties is their current use.

12.5The Group’s property has been determined to fall within level 3 of the fair valuation hierarchy as defined note 3.3.1.

12.6Rental income derived from investment property is disclosed in note 10. There were no direct operating expenses incurred in the generation of this rental income.

12.7The table below includes further information about the Group’s level 3 fair value measurements.

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

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

12Investment property (continued)

Judgement is exercised to estimate the sales price, which is a significant input used to determine the fair value of the investment property. Comparable sales of similar properties in the vicinity are considered as a basis for this estimate.

A change of €1 per square meter in the fair value of investment property is estimated to impact the Group’s profit before tax by approximately €3,762, based on the current level of investment property holdings.

13Equity accounted investee

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

	Total
	€
At 1 February 2023	-
Additions	15,600,000
Share of results	7,892
At 31 January 2024	15,607,892
Share of results	#
At 31 January 2025	#

On 19 January 2024, the Group acquired 19.31% interest in BBT p.l.c., whereby the Group took on a net liability of €10,520,000 arising from the assignment of receivables and payables between the Group, fellow subsidiaries and third parties in respect of the acquisition. This amount, representing the net consideration transferred, was capitalized as part of the share capital of the Group. The registered address of BBT p.l.c. is The Watercourse Zone 2, Central Business District, Mdina Road, Birkirkara, Malta. BBT p.l.c. was established jointly with other entities for the purposes of acquiring, developing, and managing commercial real estate assets. The Group has accounted for its interest in BBT p.l.c. at the fair value of the consideration transferred at inception.

The Group has the right to appoint one of the three directors of the board of BBT p.l.c and is therefore deemed to have significant influence over the investee. As a result, the investment was classified as an associate upon acquisition. BBT p.l.c has a financial year end of 31 December, which differs from the Group’s financial year end of 31 January. In preparing the consolidated financial statements, the Group used the unaudited financial information of BBT p.l.c.for the year ended 31 December 2024. No adjustments were made for the different year end as management assessed that the effect of any transactions or events during this period was not significant to the Group’s financial position or performance. The following table illustrates financial information for BBT p.l.c.

	31/01/2025	31/01/2024
	€	€
Current assets		3,842,977
Non-current assets		89,613,707
Current liabilities		(1,936,399)
Non-current liabilities		(21,484,697)
Equity		70,035,588

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

13Equity accounted investee (continued)

	31/01/2025	31/01/2024
	€	€
Group’s share in equity – 19.31%		13,523,872
Group’s carrying amount of the investment		15,607,892
Revenue
Profit for the year		1,745,063
Other comprehensive income		465,264
Total comprehensive income		-
		465,264
Group’s share of total comprehensive income for the year/period – 19.31% acquired on 19 January 2024		7,892

14Finance lease receivables

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

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

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

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

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

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

15Financial assets

	2025	2024
	€	€
Non-current
Related party loan receivable (Note 15.1)	3,160,090	-
Other financial assets at amortised cost (Note 15.2)	11,009,309	-
	14,169,399	-
Current
Other financial assets at amortised cost (Note 15.2)	5,743,680	-

15.1The Group issued loans amounting to €4,200,000 to a fellow subsidiary, Burmarrad Commercials Limited. This loan is unsecured, bears interest at an annual rate of 6.35% and is repayable in 2034.

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

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

	Related party loan receivable	Other financial asset at amortised cost	Total
	€	€	€
Amortised cost
At 1.2.2024	-	-	-
Additions	3,160,090	16,752,989	19,913,079
At 31.1.2025	3,160,090	16,752,989	19,913,079

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

16Deferred tax

16.1 Deferred tax asset

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

The deferred tax asset arose on unutilised tax losses carried forward.

16.2 Deferred tax liability

	2025	2024
	€	€
Opening balance	-	-
Recognised in P&L	26,800	-
Closing balance	26,800	-

The deferred tax liability arose due to an increase in the fair value of investment property registered during the year under review.

17Trade and other receivables

	2025	2024
	€	€
Amount due from fellow subsidiaries	874,380	-
Prepayments	32,693	97,476
Other receivables	3,130	4,900
	910,203	102,376

The amounts due from the fellow subsidiaries are unsecured, interest free and repayable on demand.

18Cash and cash equivalents

	2025	2024
	€	€
Cash at bank	987,165	113,248

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

18Cash and cash equivalents (continued)

Reconciliation of movements of liabilities to cash flows arising from financing activities

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

19Equity

19.1Share capital

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

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

19Equity (continued)

19.1Share capital (continued)

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

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

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

19.2Other reserve

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

Other reserve represents non-distributable earnings emanating from fair value uplifts recorded during prior periods recognised through the profit or loss.

20Debt securities issued

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

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

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

20Debt securities issued (continued)

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

The bonds are secured by the collateral which consist of:

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

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

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

21Loans due to related parties

	2025	2024
	€	€
Amounts due to fellow subsidiaries	2,161,001	-

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

22Borrowings

22.1

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

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

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

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

23Trade and other payables

	2025	2024
	€	€
Non-current
Deferred income	72,596	97,780
Current
Trade payables	110,368	-
Amounts due to commonly controlled entity not part of the Group	98,180	98,180
Amounts owed to fellow subsidiaries	588	588
Amounts due to equity holders of the parent	910,962	659,330
Accruals	69,806	100,906
Deferred income	30,021	26,160
Indirect taxation	324,601	360
Other payables	2,488	1,000
	1,547,014	886,524

The amounts due to the related companies and group are unsecured, interest free and repayable on demand.

24Financial instruments

24.1Overview

The exposures to risk and the way risks arise, together with the Group’s objectives, policies and processes for managing and measuring these risks are disclosed in more detail below. The objectives, policies and processes for managing financial risks and the methods used to measure such risks are subject to continual improvement and development.

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

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

24Financial instruments (continued)

24.2Credit risk

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

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

	Gross carrying amount	Loss allowance	Net carrying mount
	€	€	€
Finance lease receivables			1,883,671
Financial asset at amortised cost			-
Loans receivable from related company			3,160,090
Trade receivables: related companies			874,380
Amount due from related company			-
Other receivables			3,130
Cash at bank			987,165
			6,908,436

The Group considers that its cash and cash equivalents have low credit risk based on the external credit ratings of the counterparties.

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

	External Credit Rating	12-month or lifetime ECL	Gross Carrying amount	Loss allowance	Net carrying mount
			€	€	€
Other receivables					4,900
Cash at bank					113,248
					118,148

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

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

24Financial instruments (continued)

24.2Credit risk (continued)

The aging of trade receivables at the reporting date was as following:

	Gross	Impairment	Net
	€	€	€
31 January
Not past due	874,380	-	874,380
Past due 0 – 30 days	-	-	-
Past due 31 – 180 days	-	-	-
Past due more than 180 days	-	-	-
	874,380	-	874,380

The Group limits its exposure to credit risk from trade receivables by establishing a maximum

payment period of one months. Loss rates are based on actual credit loss experience over the past

# years which are then adjusted to reflect differences between economic conditions during the period over which the historical data has been collected, current conditions and the Group's view of economic conditions over the expected lives of the receivables.

24.3Liquidity risk

The Group’s exposure to liquidity risk arises from its obligations to meet its financial liabilities, which comprise of debt securities in issue, loans due to related parties, bank borrowings, trade and other payables and amounts due to other related parties (see notes 20, 21, 22 and 23). Prudent liquidity risk management includes maintaining sufficient cash and committed credit facilities to ensure the availability of an adequate amount of funding to meet the Group’s obligations when they become due.

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

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

24Financial instruments (continued)

24.3Liquidity risk (continued)

	Financial Liabilities
	Carrying amount	Contractual cash flows	Less than one year	Between 1 and 2 years	Between 2 and 5 years	Over 5 Years
As at 31 January 2025
Debt securities	16,442,360	24,422,433	726,433	936,000	2,080,000	20,680,000
Loans due to related parties	2,161,001	2,161,001	-	-	-	2,161,001
Bank borrowings	515,800	606,065	18,053	18,053	569,959	-
Long-term borrowings	140,234	140,234	-	-	140,234	-
Trade and other payables	1,516,993	1,516,993	1,516,993	-	-	-
Current tax liability
Total non-derivatives	20,776,388	28,846,726	2,261,479	954,053	2,790,193	22,841,001
As at 31 January 2024
Bank borrowings	299,683	331,150	10,489	10,489	310,172	-
Long-term borrowings	140,234	140,234	-	-	140,234	-
Trade and other payables	860,364	860,364	860,364	-	-	-
Total non-derivatives	1,300,281	1,331,748	870,853	10,489	450,406	-

24.4Market risk

Market risk is the risk that changes in market prices, such as interest rates will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. The Group is not exposed to currency risk as its transactions are carried out in Euro, the functional currency.

Interest rate risk

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

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

24Financial instruments (continued)

24.4Market risk (continued)

Profile

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

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

Fair value sensitivity analysis for fixed rate instruments

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

Cash flow sensitivity analysis for variable rate instruments

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

24.5Capital management

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

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

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

Burmarrad Group Assets p.l.c.

Notes to the Consolidated Financial Statements

For the year ended 31 January 2025

24Financial instruments (continued)

24.6Fair values

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

25Related parties

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

25.2Related party transactions

Transactions with related companies during the year were as follows:

	2025	2024
	€	€
Impact on Statement of Comprehensive Income
Interest due on finance lease receivables charged to fellow subsidiaries	114,730	-
Interest due on financial assets charged to fellow subsidiaries	142,440	-
Interest due on other financial assets charged to fellow subsidiaries	1,474,189	-
Impact on Statement of Financial Position
Net funds advanced to fellow subsidiaries	14,294,489	-
Payments by related company on behalf of the Group	155,957	-
Finance lease receivables granted to fellow subsidiaries	1,883,671	-
Loans granted to fellow subsidiaries classified as a financial asset at amortised cost	16,752,989	-
Funds advanced by related company	125,625	-
Net payments on behalf of related companies	-	74,584
Sale of immovable property to fellow subsidiary	-	6,640,000
Acquisition of associate from parent company	-	15,600,000

As at 31 January 2024, investment property with a carrying amount of €3,745,202 was subject to a special hypothec securing banking facilities for a related company. These hypothecs were cancelled upon settlement of the facilities during the year.

26Subsequent events