31 December 2025
Annual Financial Report
and
Financial Statements
Company Registration No.: C 65702
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report
and
Financial Statements
Company Registration No.: C 65702
CENTRAL BUSINESS CENTRES p.l.c.
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2025
CONTENTS
Pages
General information 2
Directors' report 3 - 8
Corporate governance - Statement of compliance 9 - 12
Statement of comprehensive income 13
Statement of financial position 14
Statement of changes in equity 15
Statement of cash flows 16
Notes to the financial statements 17 - 37
Independent auditor's report 38 - 44
1
Annual Financial Report and Financial Statements - 31 December 2025
CONTENTS
Pages
General information 2
Directors' report 3 - 8
Corporate governance - Statement of compliance 9 - 12
Statement of comprehensive income 13
Statement of financial position 14
Statement of changes in equity 15
Statement of cash flows 16
Notes to the financial statements 17 - 37
Independent auditor's report 38 - 44
1
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2025
GENERAL INFORMATION
Registration
Central Business Centres p.l.c. is registered in Malta as a public limited liability company under the Maltese
Companies Act (Cap. 386) with company registration number C 65702.
Directors
Joseph Cortis
Petra May Attard Cortis
Adriana Cutajar
Joseph M Formosa
Crystielle Farrugia Cortis
Helga Ellul (appointed 20 January 2025)
Company secretary
Dr Katia Cachia
Registered office
Cortis Group, Cortis Buildings
Mdina Road
Zebbug ZBG 4211
Malta
Bankers
APS Bank p.l.c.
APS Centre
Tower Street
Birkirkara BKR 4012
Malta
Bank of Valletta p.l.c.
10 Misrah San Filippu
Zebbug ZBG 1011
Malta
Auditors
RSM Malta
Mdina Road
Zebbug ZBG 9015
Malta
2
Annual Financial Report and Financial Statements - 31 December 2025
GENERAL INFORMATION
Registration
Central Business Centres p.l.c. is registered in Malta as a public limited liability company under the Maltese
Companies Act (Cap. 386) with company registration number C 65702.
Directors
Joseph Cortis
Petra May Attard Cortis
Adriana Cutajar
Joseph M Formosa
Crystielle Farrugia Cortis
Helga Ellul (appointed 20 January 2025)
Company secretary
Dr Katia Cachia
Registered office
Cortis Group, Cortis Buildings
Mdina Road
Zebbug ZBG 4211
Malta
Bankers
APS Bank p.l.c.
APS Centre
Tower Street
Birkirkara BKR 4012
Malta
Bank of Valletta p.l.c.
10 Misrah San Filippu
Zebbug ZBG 1011
Malta
Auditors
RSM Malta
Mdina Road
Zebbug ZBG 9015
Malta
2
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2025
DIRECTORS' REPORT
The directors present the annual financial report and the audited financial statements of Central Business
Centres p.l.c. ("the Company") for the year ended 31 December 2025.
Principal activity
The principal activity of the Company is to act as a finance, investment and property-holding company.
Properties owned by the Company are leased to third parties.
Review of business
During the year under review, the Company registered a profit before tax of €1,798,564 (2024: €6,643,030).
After allowing for taxation, the profit for the year amounted to €966,312 (2024: €3,480,652). The Company’s
financial position remains satisfactory, and the directors expect the general level of operating activity to be
sustained and enhanced in the foreseeable future.
During the year, the Company issued a new bond, Series 1 Tranche 1 consisting of €13,250,000 5.7%
unsecured bonds due 2030-2035, which was subscribed in full.
The Company continued to invest in new properties, while continually enhancing its property portfolio by
renovating and upgrading vacant areas in preparation for new tenants.
On 19 December 2025, the Company acquired a commercial property located in Guze Duca Street, corner with
Mdina Road, Qormi which hereinafter will be referred to as Central Business Centre Qormi, to further
consolidate its asset base and service offering.
These investments led to an increase in the value of the investment property by €1,342,031 over the previous
year, reaching €82,667,857. Moreover, these investments are expected to result in higher rental income in the
short to medium term.
The renovation of the Mriehel property led to increased income generated from this property, while the rental
income from the Zebbug, Gudja and St. Julians sites remained stable. The Valletta property is undergoing
intensive refurbishment that will be in the finishing stages in 2026, with an expected substantial increase in rental
income.
Redemption of Bonds
The Company redeemed the 2014 €3,000,000 bond that was due in December 2025.
The Callable Notes due on 28 February 2026 were repaid on 19 December 2025. The initial due date of 31
August 2025 was extended after Noteholder approval, as the Company entered into a promise of sale in July
2025 to acquire an additional commercial property and the refinancing plan was therefore revised to include
funding for this acquisition.
Results and dividends
The results for the year are set out in the statement of comprehensive income on page 13.
On 2 May 2025, the directors declared and paid a net dividend of €2,756 (2024: €2,625).
The directors propose that the balance of retained earnings amounting to €11,916,565 (2024: €10,953,009) be
carried forward to the next financial year.
Subsequent events
In February 2026, an amicable agreement was reached with LIDL which officially closed the dispute in relation to
the completion and the delivery of part of the Zebbug Site to the Company in terms of the deed as had been
reported in company announcements in December 2025 and January 2026.
3
Annual Financial Report and Financial Statements - 31 December 2025
DIRECTORS' REPORT
The directors present the annual financial report and the audited financial statements of Central Business
Centres p.l.c. ("the Company") for the year ended 31 December 2025.
Principal activity
The principal activity of the Company is to act as a finance, investment and property-holding company.
Properties owned by the Company are leased to third parties.
Review of business
During the year under review, the Company registered a profit before tax of €1,798,564 (2024: €6,643,030).
After allowing for taxation, the profit for the year amounted to €966,312 (2024: €3,480,652). The Company’s
financial position remains satisfactory, and the directors expect the general level of operating activity to be
sustained and enhanced in the foreseeable future.
During the year, the Company issued a new bond, Series 1 Tranche 1 consisting of €13,250,000 5.7%
unsecured bonds due 2030-2035, which was subscribed in full.
The Company continued to invest in new properties, while continually enhancing its property portfolio by
renovating and upgrading vacant areas in preparation for new tenants.
On 19 December 2025, the Company acquired a commercial property located in Guze Duca Street, corner with
Mdina Road, Qormi which hereinafter will be referred to as Central Business Centre Qormi, to further
consolidate its asset base and service offering.
These investments led to an increase in the value of the investment property by €1,342,031 over the previous
year, reaching €82,667,857. Moreover, these investments are expected to result in higher rental income in the
short to medium term.
The renovation of the Mriehel property led to increased income generated from this property, while the rental
income from the Zebbug, Gudja and St. Julians sites remained stable. The Valletta property is undergoing
intensive refurbishment that will be in the finishing stages in 2026, with an expected substantial increase in rental
income.
Redemption of Bonds
The Company redeemed the 2014 €3,000,000 bond that was due in December 2025.
The Callable Notes due on 28 February 2026 were repaid on 19 December 2025. The initial due date of 31
August 2025 was extended after Noteholder approval, as the Company entered into a promise of sale in July
2025 to acquire an additional commercial property and the refinancing plan was therefore revised to include
funding for this acquisition.
Results and dividends
The results for the year are set out in the statement of comprehensive income on page 13.
On 2 May 2025, the directors declared and paid a net dividend of €2,756 (2024: €2,625).
The directors propose that the balance of retained earnings amounting to €11,916,565 (2024: €10,953,009) be
carried forward to the next financial year.
Subsequent events
In February 2026, an amicable agreement was reached with LIDL which officially closed the dispute in relation to
the completion and the delivery of part of the Zebbug Site to the Company in terms of the deed as had been
reported in company announcements in December 2025 and January 2026.
3
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2025
DIRECTORS' REPORT - continued
Future developments
The Company is not envisaging any changes in operating activities for the forthcoming year.
With the extensive refurbishment of the Valletta property, the Qormi property renovation, and the continued
upgrade of Mriehel, higher occupancy levels are expected, resulting in increased revenues.
With the Company taking over the completion of the CBC Zebbug Commercial Centre from LIDL, the Company
is now poised to enter into agreement with the Cortis Group for the leasing of the remaining area of the said
property.
With the solid foundations laid down since its inception, and a stable revenue coupled with a varied and strong
tenant base, the Company is well poised to continue the implementation of its short-, medium- and long-term
strategies.
The Board remains committed to sound governance, foresight in value creation, and transparent
communications with its stakeholders.
Financial risk management
The Company is exposed to a variety of financial risks, including market risk, credit risk and liquidity risk. The
Company’s risk management is disclosed in Note 3 to the financial statements.
Directors
The directors of the Company who held office during the year are listed on page 2.
In accordance with the Company’s Memorandum and Articles of Association, the directors are required to seek
re-election on a yearly basis.
Statement of directors' responsibilities for the financial statements
The Companies Act (Cap. 386), enacted in Malta, requires the directors to prepare financial statements which
give a true and fair view of the financial position of the Company as at the end of the financial year and of the
profit or loss for that year.
In preparing the financial statements, the directors are responsible for:
adopting the going concern basis unless it is inappropriate to presume that the Company will continue in
business as a going concern;
selecting suitable accounting policies and applying them consistently;
making judgements and accounting estimates that are reasonable and prudent;
accounting for income and charges relating to the accounting period on the accrual basis;
valuing separately the components of asset and liability items;
reporting comparative figures corresponding to those of the preceding accounting period; and
preparing the financial statements in accordance with International Financial Reporting Standards as
adopted by the EU.
4
Annual Financial Report and Financial Statements - 31 December 2025
DIRECTORS' REPORT - continued
Future developments
The Company is not envisaging any changes in operating activities for the forthcoming year.
With the extensive refurbishment of the Valletta property, the Qormi property renovation, and the continued
upgrade of Mriehel, higher occupancy levels are expected, resulting in increased revenues.
With the Company taking over the completion of the CBC Zebbug Commercial Centre from LIDL, the Company
is now poised to enter into agreement with the Cortis Group for the leasing of the remaining area of the said
property.
With the solid foundations laid down since its inception, and a stable revenue coupled with a varied and strong
tenant base, the Company is well poised to continue the implementation of its short-, medium- and long-term
strategies.
The Board remains committed to sound governance, foresight in value creation, and transparent
communications with its stakeholders.
Financial risk management
The Company is exposed to a variety of financial risks, including market risk, credit risk and liquidity risk. The
Company’s risk management is disclosed in Note 3 to the financial statements.
Directors
The directors of the Company who held office during the year are listed on page 2.
In accordance with the Company’s Memorandum and Articles of Association, the directors are required to seek
re-election on a yearly basis.
Statement of directors' responsibilities for the financial statements
The Companies Act (Cap. 386), enacted in Malta, requires the directors to prepare financial statements which
give a true and fair view of the financial position of the Company as at the end of the financial year and of the
profit or loss for that year.
In preparing the financial statements, the directors are responsible for:
adopting the going concern basis unless it is inappropriate to presume that the Company will continue in
business as a going concern;
selecting suitable accounting policies and applying them consistently;
making judgements and accounting estimates that are reasonable and prudent;
accounting for income and charges relating to the accounting period on the accrual basis;
valuing separately the components of asset and liability items;
reporting comparative figures corresponding to those of the preceding accounting period; and
preparing the financial statements in accordance with International Financial Reporting Standards as
adopted by the EU.
4
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2025
DIRECTORS' REPORT - continued
Statement of directors' responsibilities for the financial statements - continued
The directors are also responsible for keeping proper accounting records which disclose with reasonable
accuracy at any time the financial position of the Company and to enable the directors to ensure that the
financial statements comply with the Maltese Companies Act (Cap. 386). This responsibility includes designing,
implementing and maintaining 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. The
directors are also responsible for safeguarding the assets of the Company and hence for taking reasonable
steps for the prevention and detection of fraud and other irregularities.
The financial statements of the Company for the year ended 31 December 2025 are included in the Annual
Financial Report 2025, which will be made available on the Company's website. The directors are responsible for
the maintenance and integrity of the Annual Financial Report on the website in view of their responsibility for the
controls over, and the security of, the website. Access to information published on the Company's website is
available in other countries and jurisdictions, where legislation governing the preparation and dissemination of
financial statements may differ from requirement or practice in Malta.
Additionally, the directors are responsible for the preparation of the annual financial report, as required by Capital
Markets Rule 5.56A, 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”).
Going concern statement pursuant to Capital Markets Rule 5.62
The Company’s strategy remains focused on its principal aim of long-term success – completion of a marathon,
not a sprint - while providing due attention to its ongoing commitments.
The Company registered a revenue of €2,583,200 (2024: €2,373,147), representing an increase of 9% over last
year and has reported an EBITDA of €3,781,175 (2024: €8,317,271) which reconciles to the company’s profits
after adjusting for fair value movement relating to investment properties, and depreciation on the income
statement.
As of 31st of December 2025, the Company’s current liabilities exceeded its current assets by €1,969,753 (2024:
€8,684,574). Given the Company’s strategy to enhance the acquired properties and give a new direction where
needed, the Company has the financial support of the Cortis Group, and financial institutions.
The Company is planning to issue the second tranche of the bonds of €16,750,000 in 2026 with which it will
acquire properties, settle the capital creditor and eventually settle the bonds which will mature in 2027.
The Company's assets are tangible, landmark locations with very high visibility. Potential impact of inflationary
pressures on the Company’s costs is being controlled, and planned capital expenditure associated with the
completion of CBC Valletta The Savoy, the CBC Mriehel San Gwakkin Building, and the CBC Zebbug
commercial site alongside the financing arrangements, are considered critical to the Company’s long-term
strategy.
Cash flow forecasts have been prepared covering the 24 months from reporting date, considering significant
events and transactions that have occurred or are expected to occur subsequent to year end. The best case
scenario contemplated that Company FY2026 budget was prepared projecting further increase in the rentable
income by secured contracts. The directors are confident that the Company will continue to have sufficient
liquidity to operate in the foreseeable future.
5
Annual Financial Report and Financial Statements - 31 December 2025
DIRECTORS' REPORT - continued
Statement of directors' responsibilities for the financial statements - continued
The directors are also responsible for keeping proper accounting records which disclose with reasonable
accuracy at any time the financial position of the Company and to enable the directors to ensure that the
financial statements comply with the Maltese Companies Act (Cap. 386). This responsibility includes designing,
implementing and maintaining 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. The
directors are also responsible for safeguarding the assets of the Company and hence for taking reasonable
steps for the prevention and detection of fraud and other irregularities.
The financial statements of the Company for the year ended 31 December 2025 are included in the Annual
Financial Report 2025, which will be made available on the Company's website. The directors are responsible for
the maintenance and integrity of the Annual Financial Report on the website in view of their responsibility for the
controls over, and the security of, the website. Access to information published on the Company's website is
available in other countries and jurisdictions, where legislation governing the preparation and dissemination of
financial statements may differ from requirement or practice in Malta.
Additionally, the directors are responsible for the preparation of the annual financial report, as required by Capital
Markets Rule 5.56A, 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”).
Going concern statement pursuant to Capital Markets Rule 5.62
The Company’s strategy remains focused on its principal aim of long-term success – completion of a marathon,
not a sprint - while providing due attention to its ongoing commitments.
The Company registered a revenue of €2,583,200 (2024: €2,373,147), representing an increase of 9% over last
year and has reported an EBITDA of €3,781,175 (2024: €8,317,271) which reconciles to the company’s profits
after adjusting for fair value movement relating to investment properties, and depreciation on the income
statement.
As of 31st of December 2025, the Company’s current liabilities exceeded its current assets by €1,969,753 (2024:
€8,684,574). Given the Company’s strategy to enhance the acquired properties and give a new direction where
needed, the Company has the financial support of the Cortis Group, and financial institutions.
The Company is planning to issue the second tranche of the bonds of €16,750,000 in 2026 with which it will
acquire properties, settle the capital creditor and eventually settle the bonds which will mature in 2027.
The Company's assets are tangible, landmark locations with very high visibility. Potential impact of inflationary
pressures on the Company’s costs is being controlled, and planned capital expenditure associated with the
completion of CBC Valletta The Savoy, the CBC Mriehel San Gwakkin Building, and the CBC Zebbug
commercial site alongside the financing arrangements, are considered critical to the Company’s long-term
strategy.
Cash flow forecasts have been prepared covering the 24 months from reporting date, considering significant
events and transactions that have occurred or are expected to occur subsequent to year end. The best case
scenario contemplated that Company FY2026 budget was prepared projecting further increase in the rentable
income by secured contracts. The directors are confident that the Company will continue to have sufficient
liquidity to operate in the foreseeable future.
5
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2025
DIRECTORS' REPORT - continued
Going concern statement pursuant to Capital Markets Rule 5.62 - continued
Therefore, based on information available at the time of approving these financial statements, the directors have
reasonable expectation, and declare that, the Company will be able to meet all of its obligations as and when
they arise. Therefore, the going concern basis adopted for the preparation of these financial statements is
appropriate.
Principal risks and uncertainties faced by the Company
The Company is subject to market and economic conditions in general
The Company is subject to general market and economic risks which include factors such as condition of the
local property market, inflation prices for the rental of commercial properties and other economic and social
factors affecting demand for real estate generally. In the event that general economic conditions and property
market conditions experience a downturn, this may have an adverse impact on the financial conditions of the
Company and its ability to meet its obligations set out within the Bond Prospectus.
Based on the outcome of cash flow projections prepared by the Company which factor possible strain on rental
streams and occupancy driven by the cost of living increases, the directors and senior management consider the
going concern assumption in the preparation of the Company’s financial statements as appropriate as at the
date of the authorisation for issue of the 2025 financial statements. They also believe that no material uncertainty
that may cast significant doubt about the Company’s ability to continue honouring liabilities as and when they fall
due and to continue operating as a going concern for the next twelve months exist as at that date.
Risks associated with the property market
Risks associated with the property development and real estate industry generally include, but are not limited to,
risks of cost over-runs and risks of delay in completion of the new Central Business Centre Zebbug commercial
premises, Central Business Centre Valletta and Central Business Centre Mriehel. In the event that these risks
were to materialise, they could have a significant impact on the financial position of the Company.
The property market is a very competitive market that can influence the lease of space
The real estate market in Malta is very competitive in nature. An increase in supply and/or decrease in demand
in the commercial property segment in which the Company operates and targets to lease, may cause the lease
of such spaces to be leased at lower lease contributions or at a slower pace than that originally anticipated by
the Company. If these risks were to materialise, they could have an adverse material impact on the ability of the
Company to repay the bond and interest thereon.
The Company upholds a general risk management policy which provides the foundation for achieving a balance
between good corporate governance and sound practices, and profitability, by practising strict internal controls
which address the inherent risks in the Company’s business model in order to minimize any adverse effects of
such risks.
Share capital structure
The Company's authorised share capital amounts to €500,000 divided into 500,000 ordinary shares of €1 each.
The issued share capital amounts to €250,000 divided into 250,000 ordinary shares of €1 each. The share
capital consists of one class of ordinary shares with equal voting rights attached. Transfers of shares are
restricted within family members.
6
Annual Financial Report and Financial Statements - 31 December 2025
DIRECTORS' REPORT - continued
Going concern statement pursuant to Capital Markets Rule 5.62 - continued
Therefore, based on information available at the time of approving these financial statements, the directors have
reasonable expectation, and declare that, the Company will be able to meet all of its obligations as and when
they arise. Therefore, the going concern basis adopted for the preparation of these financial statements is
appropriate.
Principal risks and uncertainties faced by the Company
The Company is subject to market and economic conditions in general
The Company is subject to general market and economic risks which include factors such as condition of the
local property market, inflation prices for the rental of commercial properties and other economic and social
factors affecting demand for real estate generally. In the event that general economic conditions and property
market conditions experience a downturn, this may have an adverse impact on the financial conditions of the
Company and its ability to meet its obligations set out within the Bond Prospectus.
Based on the outcome of cash flow projections prepared by the Company which factor possible strain on rental
streams and occupancy driven by the cost of living increases, the directors and senior management consider the
going concern assumption in the preparation of the Company’s financial statements as appropriate as at the
date of the authorisation for issue of the 2025 financial statements. They also believe that no material uncertainty
that may cast significant doubt about the Company’s ability to continue honouring liabilities as and when they fall
due and to continue operating as a going concern for the next twelve months exist as at that date.
Risks associated with the property market
Risks associated with the property development and real estate industry generally include, but are not limited to,
risks of cost over-runs and risks of delay in completion of the new Central Business Centre Zebbug commercial
premises, Central Business Centre Valletta and Central Business Centre Mriehel. In the event that these risks
were to materialise, they could have a significant impact on the financial position of the Company.
The property market is a very competitive market that can influence the lease of space
The real estate market in Malta is very competitive in nature. An increase in supply and/or decrease in demand
in the commercial property segment in which the Company operates and targets to lease, may cause the lease
of such spaces to be leased at lower lease contributions or at a slower pace than that originally anticipated by
the Company. If these risks were to materialise, they could have an adverse material impact on the ability of the
Company to repay the bond and interest thereon.
The Company upholds a general risk management policy which provides the foundation for achieving a balance
between good corporate governance and sound practices, and profitability, by practising strict internal controls
which address the inherent risks in the Company’s business model in order to minimize any adverse effects of
such risks.
Share capital structure
The Company's authorised share capital amounts to €500,000 divided into 500,000 ordinary shares of €1 each.
The issued share capital amounts to €250,000 divided into 250,000 ordinary shares of €1 each. The share
capital consists of one class of ordinary shares with equal voting rights attached. Transfers of shares are
restricted within family members.
6
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2025
DIRECTORS' REPORT - continued
Holding in Excess of 5% of the Share Capital
On the basis of the information available to the Company as at 31 December 2025, Petra May Attard Cortis,
Eman Cortis and Joelle Cortis each hold 13,890 shares, whereas Jeanelle Bonello Cortis, Claudia Borg, Alexia
Camilleri Cortis, Tiziana Cortis, Adriana Cutajar and Crystielle Farrugia Cortis each hold 20,833 shares. The
cumulative shares of these aforementioned shareholders are equivalent to 67% of the Company's issued share
capital. The remaining 33% is also held by members of the Cortis family in individual portions of less than 5%.
Shareholders holding in aggregate more than 50% of the issued share capital, shall be entitled to appoint the
directors. Other limitations of the voting rights of holders are contained in the Company's Articles of Association.
Appointment and Replacement of Directors
Board members are appointed for one year and are eligible for re-appointment at the Annual General Meeting.
Board Member Powers
The powers of the Board members are contained in the Company's Articles of Association. The Articles of
Association grant the Company the power to buy back its own shares in terms of the Maltese Companies Act
(Cap. 386).
Contracts with Board Members and Employees
The Company has no contract with any of its Board members that include a severance payment clause. The
Company had no employees during the year ended 31 December 2025.
No disclosures are being made pursuant to Capital Markets Rules 5.64.5, 5.64.6, 5.64.7 and 5.64.10 as these
are not applicable to the Company.
Pursuant to Capital Markets Rule 5.70.1
At the year-end, the Company had various agreements for the lease of office, retail stores, warehousing and car
spaces as applicable in the Central Business Centre Zebbug, Central Business Centre Gudja, Central Business
Centre St. Julian's, Central Business Centre Valletta, Central Business Centre Mriehel and Central Business
Centre Qormi. As at 31 December 2025, Central Business Centre Zebbug, Central Business Centre Gudja and
Central Business Centre Qormi were operating at 100% capacity, Central Business Centre St. Julian's was
operating at 82% capacity, Central Business Centre Valletta was operating at 46% capacity and Central
Business Centre Mriehel at 33% capacity.
Pursuant to Capital Markets Rule 5.68
Statement by the Directors on the Financial Statements and Other Information included in the Annual
Financial Report
The directors declare that to the best of their knowledge, the financial statements included in the Annual
Financial Report are prepared in accordance with the requirements of International Financial Reporting
Standards as adopted by the EU and give a true and fair view of the assets, liabilities, financial position and
results of the Company and that this report includes a fair review of the development and performance of the
business and position of the Company, together with a description of the principal risks and uncertainties that it
faces.
7
Annual Financial Report and Financial Statements - 31 December 2025
DIRECTORS' REPORT - continued
Holding in Excess of 5% of the Share Capital
On the basis of the information available to the Company as at 31 December 2025, Petra May Attard Cortis,
Eman Cortis and Joelle Cortis each hold 13,890 shares, whereas Jeanelle Bonello Cortis, Claudia Borg, Alexia
Camilleri Cortis, Tiziana Cortis, Adriana Cutajar and Crystielle Farrugia Cortis each hold 20,833 shares. The
cumulative shares of these aforementioned shareholders are equivalent to 67% of the Company's issued share
capital. The remaining 33% is also held by members of the Cortis family in individual portions of less than 5%.
Shareholders holding in aggregate more than 50% of the issued share capital, shall be entitled to appoint the
directors. Other limitations of the voting rights of holders are contained in the Company's Articles of Association.
Appointment and Replacement of Directors
Board members are appointed for one year and are eligible for re-appointment at the Annual General Meeting.
Board Member Powers
The powers of the Board members are contained in the Company's Articles of Association. The Articles of
Association grant the Company the power to buy back its own shares in terms of the Maltese Companies Act
(Cap. 386).
Contracts with Board Members and Employees
The Company has no contract with any of its Board members that include a severance payment clause. The
Company had no employees during the year ended 31 December 2025.
No disclosures are being made pursuant to Capital Markets Rules 5.64.5, 5.64.6, 5.64.7 and 5.64.10 as these
are not applicable to the Company.
Pursuant to Capital Markets Rule 5.70.1
At the year-end, the Company had various agreements for the lease of office, retail stores, warehousing and car
spaces as applicable in the Central Business Centre Zebbug, Central Business Centre Gudja, Central Business
Centre St. Julian's, Central Business Centre Valletta, Central Business Centre Mriehel and Central Business
Centre Qormi. As at 31 December 2025, Central Business Centre Zebbug, Central Business Centre Gudja and
Central Business Centre Qormi were operating at 100% capacity, Central Business Centre St. Julian's was
operating at 82% capacity, Central Business Centre Valletta was operating at 46% capacity and Central
Business Centre Mriehel at 33% capacity.
Pursuant to Capital Markets Rule 5.68
Statement by the Directors on the Financial Statements and Other Information included in the Annual
Financial Report
The directors declare that to the best of their knowledge, the financial statements included in the Annual
Financial Report are prepared in accordance with the requirements of International Financial Reporting
Standards as adopted by the EU and give a true and fair view of the assets, liabilities, financial position and
results of the Company and that this report includes a fair review of the development and performance of the
business and position of the Company, together with a description of the principal risks and uncertainties that it
faces.
7
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2025
DIRECTORS' REPORT - continued
Auditors
RSM Malta have expressed their willingness to continue in office and a resolution for their re-appointment will be
proposed at the Annual General Meeting.
Signed on behalf of the Company’s Board of Directors on 17 April 2026 by Mr Joseph Cortis (Director, Chairman
of the Board) and Mr Joseph Formosa (Director) as per the Directors’ Declaration on ESEF Annual Financial
Report submitted in conjunction with the Annual Financial Report 2025.
8
Annual Financial Report and Financial Statements - 31 December 2025
DIRECTORS' REPORT - continued
Auditors
RSM Malta have expressed their willingness to continue in office and a resolution for their re-appointment will be
proposed at the Annual General Meeting.
Signed on behalf of the Company’s Board of Directors on 17 April 2026 by Mr Joseph Cortis (Director, Chairman
of the Board) and Mr Joseph Formosa (Director) as per the Directors’ Declaration on ESEF Annual Financial
Report submitted in conjunction with the Annual Financial Report 2025.
8
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2025
CORPORATE GOVERNANCE - STATEMENT OF COMPLIANCE
The Capital Market Rules issued by the Malta Financial Services Authority, require listed companies to observe
The Code of Principles of Good Corporate Governance (the “Code”). Although the adoption of the Code is not
obligatory, listed companies are required to include, in their Annual Financial Report, a Directors’ Statement of
Compliance which deals with the extent to which the Company has adopted the Code of Principles of Good
Corporate Governance and the effective measures that the Company has taken to ensure compliance with the
Code, accompanied by a report of the auditors thereon.
Compliance
The Board of Directors (the “Board”) of Central Business Centres p.l.c. (the “Company”) believes in the adoption
of the Code and has endorsed it except where the size and/or particular circumstances of the Company are
deemed by the Board not to warrant the implementation of specific recommendations. In this context it is
relevant to note that the Company has issued bonds to the public and has no employees. Accordingly, some of
the provisions of the Code are not applicable whilst others are applicable to a limited extent.
The Board
The Board of Directors is responsible for the Company’s affairs, in particular in giving direction to the Company
and being actively involved in overseeing the systems of control and financial reporting. The Board has
discussed the Code and all directors are aware of their responsibilities as such, including those arising from
such Code.
More specifically, in the ordinary course of its business and affairs, the Board of Directors of the Company is
responsible for:
defining the Company’s strategy, policies, and business policies.
establishing internal and external reporting systems so that it can continuously access accurate, relevant,
and timely information to discharge its duties, exercise objective judgement and make decisions.
continuously assessing and monitoring the Company’s present and future operations, opportunities, threats,
and risks.
evaluating the management’s implementation of corporate strategy and financial objectives.
reviewing the strategy, processes, and policies adopted for implementation.
ensuring that the Company has appropriate policies and procedures in place to assure that the Company
maintains the highest standards of corporate conduct, including compliance with applicable laws,
regulations, business, and ethical standards.
providing the market with regular, timely, and accurate announcements where appropriate and in terms of
the applicable rules and laws governing the affairs of the Company.
The Board of the Company meets at least quarterly and more frequently if necessitated by the business and/or
the general circumstances of the Company.
Chairman and Chief Executive Officer
The functions of the Chairman and Chief Executive Officer are vested by the same individual. The Chairman’s
main function is to lead the Board, set the agenda, and ensure that all board members partake in discussions of
complex and contentious issues.
The Chief Executive Officer has specific authorities from the Board to manage the Company’s operational
activities within the strategy and parameters set by it.
9
Annual Financial Report and Financial Statements - 31 December 2025
CORPORATE GOVERNANCE - STATEMENT OF COMPLIANCE
The Capital Market Rules issued by the Malta Financial Services Authority, require listed companies to observe
The Code of Principles of Good Corporate Governance (the “Code”). Although the adoption of the Code is not
obligatory, listed companies are required to include, in their Annual Financial Report, a Directors’ Statement of
Compliance which deals with the extent to which the Company has adopted the Code of Principles of Good
Corporate Governance and the effective measures that the Company has taken to ensure compliance with the
Code, accompanied by a report of the auditors thereon.
Compliance
The Board of Directors (the “Board”) of Central Business Centres p.l.c. (the “Company”) believes in the adoption
of the Code and has endorsed it except where the size and/or particular circumstances of the Company are
deemed by the Board not to warrant the implementation of specific recommendations. In this context it is
relevant to note that the Company has issued bonds to the public and has no employees. Accordingly, some of
the provisions of the Code are not applicable whilst others are applicable to a limited extent.
The Board
The Board of Directors is responsible for the Company’s affairs, in particular in giving direction to the Company
and being actively involved in overseeing the systems of control and financial reporting. The Board has
discussed the Code and all directors are aware of their responsibilities as such, including those arising from
such Code.
More specifically, in the ordinary course of its business and affairs, the Board of Directors of the Company is
responsible for:
defining the Company’s strategy, policies, and business policies.
establishing internal and external reporting systems so that it can continuously access accurate, relevant,
and timely information to discharge its duties, exercise objective judgement and make decisions.
continuously assessing and monitoring the Company’s present and future operations, opportunities, threats,
and risks.
evaluating the management’s implementation of corporate strategy and financial objectives.
reviewing the strategy, processes, and policies adopted for implementation.
ensuring that the Company has appropriate policies and procedures in place to assure that the Company
maintains the highest standards of corporate conduct, including compliance with applicable laws,
regulations, business, and ethical standards.
providing the market with regular, timely, and accurate announcements where appropriate and in terms of
the applicable rules and laws governing the affairs of the Company.
The Board of the Company meets at least quarterly and more frequently if necessitated by the business and/or
the general circumstances of the Company.
Chairman and Chief Executive Officer
The functions of the Chairman and Chief Executive Officer are vested by the same individual. The Chairman’s
main function is to lead the Board, set the agenda, and ensure that all board members partake in discussions of
complex and contentious issues.
The Chief Executive Officer has specific authorities from the Board to manage the Company’s operational
activities within the strategy and parameters set by it.
9
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2025
CORPORATE GOVERNANCE - STATEMENT OF COMPLIANCE - continued
Complement of the Board
The Board is composed of one executive and five non-executive directors, as listed below:
Executive Director
Mr. Joseph Cortis (Chairman and Chief Executive Officer)
Non-Executive Directors
Dr. Petra May Attard Cortis
Ms. Helga Ellul (appointed on 20 January 2025)
Mr. Joseph M Formosa
Ms. Adriana Cutajar
Ms. Crystielle Farrugia Cortis
Directors are appointed during the Company’s Annual General Meeting for periods of one year, at the end of
which term they may stand again for re-election. The Articles of Association of the Company clearly set out the
procedures to be followed in the appointment of directors.
Mr. Joseph M Formosa and Ms. Helga Ellul are considered independent non-executive Directors.
Internal Control
The Board is responsible for the Company’s system of internal controls and for reviewing its effectiveness. Such
a system is designed to achieve business objectives and to manage rather than to eliminate the risk of failure to
achieve business objectives and can only provide reasonable assurance against material error, losses, or fraud.
Authority to manage the Company is delegated to the Chief Executive Officer within the limits set by the Board of
Directors. Systems and procedures are in place for the Company to control, report, monitor and assess risks
and their financial implications, and to take timely corrective actions where necessary. Regular financial budgets
and strategic plans are prepared, and performance against these plans is actively monitored and reported to the
directors on a regular basis.
The approval of credit to customers is made by the Chief Executive Officer, in strict adherence to a Board-
approved limit. Proposals falling outside the limit are referred, together with the supporting documentation and
the Chief Executive Officer’s recommendations, to the Board. The Board also approves, after review and
recommendation by the Audit Committee, the transfer of funds and other amounts payable to related companies
and ensures that these are subject to terms and conditions which are on an arm’s length basis.
Directors’ Attendance at Board Meetings
The Board believes that it has systems in place to fully comply with the principles of the Code. Directors meet
regularly, mainly to review the financial performance of the Company and to review internal control processes.
Board members are notified of forthcoming meetings by the Company Secretary with the issue of an agenda and
supporting Board papers, which are circulated well in advance of the meeting. All the directors have access to
independent professional advice at the Company’s expense should they so require.
10
Annual Financial Report and Financial Statements - 31 December 2025
CORPORATE GOVERNANCE - STATEMENT OF COMPLIANCE - continued
Complement of the Board
The Board is composed of one executive and five non-executive directors, as listed below:
Executive Director
Mr. Joseph Cortis (Chairman and Chief Executive Officer)
Non-Executive Directors
Dr. Petra May Attard Cortis
Ms. Helga Ellul (appointed on 20 January 2025)
Mr. Joseph M Formosa
Ms. Adriana Cutajar
Ms. Crystielle Farrugia Cortis
Directors are appointed during the Company’s Annual General Meeting for periods of one year, at the end of
which term they may stand again for re-election. The Articles of Association of the Company clearly set out the
procedures to be followed in the appointment of directors.
Mr. Joseph M Formosa and Ms. Helga Ellul are considered independent non-executive Directors.
Internal Control
The Board is responsible for the Company’s system of internal controls and for reviewing its effectiveness. Such
a system is designed to achieve business objectives and to manage rather than to eliminate the risk of failure to
achieve business objectives and can only provide reasonable assurance against material error, losses, or fraud.
Authority to manage the Company is delegated to the Chief Executive Officer within the limits set by the Board of
Directors. Systems and procedures are in place for the Company to control, report, monitor and assess risks
and their financial implications, and to take timely corrective actions where necessary. Regular financial budgets
and strategic plans are prepared, and performance against these plans is actively monitored and reported to the
directors on a regular basis.
The approval of credit to customers is made by the Chief Executive Officer, in strict adherence to a Board-
approved limit. Proposals falling outside the limit are referred, together with the supporting documentation and
the Chief Executive Officer’s recommendations, to the Board. The Board also approves, after review and
recommendation by the Audit Committee, the transfer of funds and other amounts payable to related companies
and ensures that these are subject to terms and conditions which are on an arm’s length basis.
Directors’ Attendance at Board Meetings
The Board believes that it has systems in place to fully comply with the principles of the Code. Directors meet
regularly, mainly to review the financial performance of the Company and to review internal control processes.
Board members are notified of forthcoming meetings by the Company Secretary with the issue of an agenda and
supporting Board papers, which are circulated well in advance of the meeting. All the directors have access to
independent professional advice at the Company’s expense should they so require.
10
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2025
CORPORATE GOVERNANCE - STATEMENT OF COMPLIANCE - continued
Directors’ Attendance at Board Meetings - continued
The Board met formally nine (9) times during the period under review. The number of Board meetings attended
by directors for the year ended 31 December 2025 is as follows:
Members Attended
Mr. Joseph Cortis 9
Dr. Petra May Attard Cortis 9
Ms. Adriana Cutajar 8
Ms. Helga Ellul 8
Mr. Joseph M Formosa 9
Ms. Crystielle Farrugia Cortis 9
Committees
The Directors believe that, due to the Company’s size and operations, the remuneration, evaluation, and
nominations committees that are suggested in the Code are not required, and that the function of these can
efficiently be undertaken by the Board itself. However, the Board on an annual basis undertakes a review of the
remuneration paid to the Directors and carries out an evaluation of their performance and of the audit
committee. The shareholders approve the remuneration paid to the directors at the annual general meeting.
Audit Committee
The Board has established an Audit Committee (the “Committee”) and has formally set out Terms of Reference
as outlined in the Principles laid out in the Capital Markets Rules. The purpose of the Committee is to protect
the interest of the Company’s share and bond holders and assist the directors in conducting their role effectively.
In the absence of an internal audit department, the Audit Committee also monitors the financial reporting
process, the effectiveness of internal control and the audit of the annual financial statements. Additionally, it is
responsible for monitoring the performance of the entities borrowing funds from the Company, to ensure that
budgets are achieved and if not, corrective action is taken as necessary. It also scrutinises and supervises
related party transactions for materiality and ensures that these are carried out at arm’s length basis. The Malta
Financial Services Authority considered the Terms of Reference as having sufficient safeguards to ensure the
independence of the Audit Committee.
The Members of the Audit Committee are:
Dr. Petra May Attard Cortis
Mr. Joseph M Formosa (Chairman since January 2025)
Ms. Helga Ellul (appointed on 20 January 2025)
All the directors forming the Audit Committee are non-executive directors. Mr. Joseph Formosa is considered by
the Board to be competent in accounting and auditing in terms of the Capital Market rules. The Company
Secretary acts as secretary to the Committee.
Remuneration Statement
In terms of the Company’s Memorandum and Articles of Association, it is the shareholders of the Company in
the General Meeting who determine the maximum annual aggregate remuneration of the directors. The
aggregate amount approved for this purpose during the last Annual General Meeting was €20,000.
None of the directors are employed or have a service contract with the Company.
11
Annual Financial Report and Financial Statements - 31 December 2025
CORPORATE GOVERNANCE - STATEMENT OF COMPLIANCE - continued
Directors’ Attendance at Board Meetings - continued
The Board met formally nine (9) times during the period under review. The number of Board meetings attended
by directors for the year ended 31 December 2025 is as follows:
Members Attended
Mr. Joseph Cortis 9
Dr. Petra May Attard Cortis 9
Ms. Adriana Cutajar 8
Ms. Helga Ellul 8
Mr. Joseph M Formosa 9
Ms. Crystielle Farrugia Cortis 9
Committees
The Directors believe that, due to the Company’s size and operations, the remuneration, evaluation, and
nominations committees that are suggested in the Code are not required, and that the function of these can
efficiently be undertaken by the Board itself. However, the Board on an annual basis undertakes a review of the
remuneration paid to the Directors and carries out an evaluation of their performance and of the audit
committee. The shareholders approve the remuneration paid to the directors at the annual general meeting.
Audit Committee
The Board has established an Audit Committee (the “Committee”) and has formally set out Terms of Reference
as outlined in the Principles laid out in the Capital Markets Rules. The purpose of the Committee is to protect
the interest of the Company’s share and bond holders and assist the directors in conducting their role effectively.
In the absence of an internal audit department, the Audit Committee also monitors the financial reporting
process, the effectiveness of internal control and the audit of the annual financial statements. Additionally, it is
responsible for monitoring the performance of the entities borrowing funds from the Company, to ensure that
budgets are achieved and if not, corrective action is taken as necessary. It also scrutinises and supervises
related party transactions for materiality and ensures that these are carried out at arm’s length basis. The Malta
Financial Services Authority considered the Terms of Reference as having sufficient safeguards to ensure the
independence of the Audit Committee.
The Members of the Audit Committee are:
Dr. Petra May Attard Cortis
Mr. Joseph M Formosa (Chairman since January 2025)
Ms. Helga Ellul (appointed on 20 January 2025)
All the directors forming the Audit Committee are non-executive directors. Mr. Joseph Formosa is considered by
the Board to be competent in accounting and auditing in terms of the Capital Market rules. The Company
Secretary acts as secretary to the Committee.
Remuneration Statement
In terms of the Company’s Memorandum and Articles of Association, it is the shareholders of the Company in
the General Meeting who determine the maximum annual aggregate remuneration of the directors. The
aggregate amount approved for this purpose during the last Annual General Meeting was €20,000.
None of the directors are employed or have a service contract with the Company.
11
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2025
CORPORATE GOVERNANCE - STATEMENT OF COMPLIANCE - continued
Remuneration Statement - continued
No part of the remuneration paid per annum to the directors is performance based, and the Chief Executive
Officer receives remuneration of €30,000. None of the directors, in their capacity as a director of the Company,
is entitled to profit sharing, share options or pension benefits. The directors do not receive any other form of
perks or benefits.
During 2025, the directors received €15,500 for services rendered.
Remuneration Committees
Since the remuneration of the directors of the Company is not performance-related, the functions of the
Remuneration Committee are carried out by the Board of Directors. No new proposals on the remuneration
policy for directors and senior executives, or on the individual remuneration attributed to any of the directors or of
the senior executives, were put forward to the Board of Directors in 2025. Monitoring will continue in 2026 and
proposals will be put forward to the Board of Directors in 2026 should it be necessary.
Relations with bondholders and the market
The Company publishes interim and annual financial statements and when required company announcements.
The Board feels these provide the market with adequate information about its activities.
Conflicts of Interest
On joining the Board and regularly thereafter, directors and officers of the Company are informed and reminded
of their obligations on dealing in securities of the Company within the parameters of law and Capital Markets
Rules. The Company has also set reporting procedures in line with the Capital Markets Rules, Code of
Principles, and internal code of dealing.
Signed on behalf of the Company’s Board of Directors on 17 April 2026 by Mr Joseph Cortis (Director, Chairman
of the Board) and Mr Joseph Formosa (Director) as per the Directors’ Declaration on ESEF Annual Financial
Report submitted in conjunction with the Annual Financial Report 2025.
12
Annual Financial Report and Financial Statements - 31 December 2025
CORPORATE GOVERNANCE - STATEMENT OF COMPLIANCE - continued
Remuneration Statement - continued
No part of the remuneration paid per annum to the directors is performance based, and the Chief Executive
Officer receives remuneration of €30,000. None of the directors, in their capacity as a director of the Company,
is entitled to profit sharing, share options or pension benefits. The directors do not receive any other form of
perks or benefits.
During 2025, the directors received €15,500 for services rendered.
Remuneration Committees
Since the remuneration of the directors of the Company is not performance-related, the functions of the
Remuneration Committee are carried out by the Board of Directors. No new proposals on the remuneration
policy for directors and senior executives, or on the individual remuneration attributed to any of the directors or of
the senior executives, were put forward to the Board of Directors in 2025. Monitoring will continue in 2026 and
proposals will be put forward to the Board of Directors in 2026 should it be necessary.
Relations with bondholders and the market
The Company publishes interim and annual financial statements and when required company announcements.
The Board feels these provide the market with adequate information about its activities.
Conflicts of Interest
On joining the Board and regularly thereafter, directors and officers of the Company are informed and reminded
of their obligations on dealing in securities of the Company within the parameters of law and Capital Markets
Rules. The Company has also set reporting procedures in line with the Capital Markets Rules, Code of
Principles, and internal code of dealing.
Signed on behalf of the Company’s Board of Directors on 17 April 2026 by Mr Joseph Cortis (Director, Chairman
of the Board) and Mr Joseph Formosa (Director) as per the Directors’ Declaration on ESEF Annual Financial
Report submitted in conjunction with the Annual Financial Report 2025.
12
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2025
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December
Notes
2025
€
2024
€
Revenues 5 2,583,200 2,373,147
Administrative expenses (469,754) (394,185)
Operating profit 6 2,113,446 1,978,962
Finance income 7 12,731 15,184
Finance costs 8 (1,832,474) (1,603,404)
Fair value movement relating to investment property 11 1,342,031 6,252,288
Other income 162,830 -
Profit before tax 1,798,564 6,643,030
Taxation 9 (832,252) (3,162,378)
Profit for the financial year 966,312 3,480,652
Total comprehensive income for the year 966,312 3,480,652
Earnings per share 18 3.87 13.92
The notes on pages 17 to 37 are an integral part of these financial statements.
13
Annual Financial Report and Financial Statements - 31 December 2025
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December
Notes
2025
€
2024
€
Revenues 5 2,583,200 2,373,147
Administrative expenses (469,754) (394,185)
Operating profit 6 2,113,446 1,978,962
Finance income 7 12,731 15,184
Finance costs 8 (1,832,474) (1,603,404)
Fair value movement relating to investment property 11 1,342,031 6,252,288
Other income 162,830 -
Profit before tax 1,798,564 6,643,030
Taxation 9 (832,252) (3,162,378)
Profit for the financial year 966,312 3,480,652
Total comprehensive income for the year 966,312 3,480,652
Earnings per share 18 3.87 13.92
The notes on pages 17 to 37 are an integral part of these financial statements.
13
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2025
STATEMENT OF FINANCIAL POSITION
As at 31 December
Notes
2025
€
2024
€
ASSETS
Non-current assets
Investment property 11 82,667,857 74,810,026
Deferred tax asset 12 1,844,669 1,866,572
84,512,526 76,676,598
Current assets
Financial assets at fair value through profit or loss 13 17,600 26,600
Trade and other receivables 14 624,828 52,550
Cash and cash equivalents 15 1,098,098 819,142
1,740,526 898,292
TOTAL ASSETS 86,253,052 77,574,890
EQUITY AND LIABILITIES
Capital reserve
Share capital 16 250,000 250,000
Capital reserve 17 16,100,000 16,100,000
Retained earnings 11,916,565 10,953,009
TOTAL EQUITY 28,266,565 27,303,009
Non-current liabilities
Borrowings 19 39,683,085 26,718,310
Lease liabilities 20 5,039,657 5,066,402
Deferred tax liability 21 9,462,216 8,768,586
Trade and other payables 22 91,250 135,717
54,276,208 40,689,015
Current liabilities
Lease liabilities 20 230,826 237,770
Borrowings 19 - 6,019,890
Trade and other payables 22 3,359,097 3,240,690
Current tax payable 120,356 84,516
3,710,279 9,582,866
TOTAL LIABILITIES 57,986,487 50,271,881
TOTAL EQUITY AND LIABILITIES 86,253,052 77,574,890
The notes on pages 17 to 37 are an integral part of these financial statements.
The financial statements on pages 13 to 37 were approved and authorised for issue by the Board of Directors on
17 April 2026. The financial statements were signed on behalf of the Company’s Board of Directors by Mr
Joseph Cortis (Director, Chairman of the Board) and Mr Joseph Formosa (Director) as per the Directors’
Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report 2025.
14
Annual Financial Report and Financial Statements - 31 December 2025
STATEMENT OF FINANCIAL POSITION
As at 31 December
Notes
2025
€
2024
€
ASSETS
Non-current assets
Investment property 11 82,667,857 74,810,026
Deferred tax asset 12 1,844,669 1,866,572
84,512,526 76,676,598
Current assets
Financial assets at fair value through profit or loss 13 17,600 26,600
Trade and other receivables 14 624,828 52,550
Cash and cash equivalents 15 1,098,098 819,142
1,740,526 898,292
TOTAL ASSETS 86,253,052 77,574,890
EQUITY AND LIABILITIES
Capital reserve
Share capital 16 250,000 250,000
Capital reserve 17 16,100,000 16,100,000
Retained earnings 11,916,565 10,953,009
TOTAL EQUITY 28,266,565 27,303,009
Non-current liabilities
Borrowings 19 39,683,085 26,718,310
Lease liabilities 20 5,039,657 5,066,402
Deferred tax liability 21 9,462,216 8,768,586
Trade and other payables 22 91,250 135,717
54,276,208 40,689,015
Current liabilities
Lease liabilities 20 230,826 237,770
Borrowings 19 - 6,019,890
Trade and other payables 22 3,359,097 3,240,690
Current tax payable 120,356 84,516
3,710,279 9,582,866
TOTAL LIABILITIES 57,986,487 50,271,881
TOTAL EQUITY AND LIABILITIES 86,253,052 77,574,890
The notes on pages 17 to 37 are an integral part of these financial statements.
The financial statements on pages 13 to 37 were approved and authorised for issue by the Board of Directors on
17 April 2026. The financial statements were signed on behalf of the Company’s Board of Directors by Mr
Joseph Cortis (Director, Chairman of the Board) and Mr Joseph Formosa (Director) as per the Directors’
Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report 2025.
14
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2025
STATEMENT OF CHANGES IN EQUITY
Notes
Share
capital
€
Capital
reserve
€
Retained
earnings
€
Total
equity
€
Financial year ended 31 December 2025
Balance at 01 January 2024 250,000 16,100,000 7,474,982 23,824,982
Total comprehensive income for the year:
Profit for the financial year - - 3,480,652 3,480,652
Dividends declared during year 10 - - (2,625) (2,625)
Balance at 31 December 2024 250,000 16,100,000 10,953,009 27,303,009
Financial year ended 31 December 2025
Balance at 01 January 2025 250,000 16,100,000 10,953,009 27,303,009
Total comprehensive income for the year:
Profit for the financial year - - 966,312 966,312
Dividends declared during year 10 - - (2,756) (2,756)
Balance at 31 December 2025 250,000 16,100,000 11,916,565 28,266,565
The notes on pages 17 to 37 are an integral part of these financial statements.
15
Annual Financial Report and Financial Statements - 31 December 2025
STATEMENT OF CHANGES IN EQUITY
Notes
Share
capital
€
Capital
reserve
€
Retained
earnings
€
Total
equity
€
Financial year ended 31 December 2025
Balance at 01 January 2024 250,000 16,100,000 7,474,982 23,824,982
Total comprehensive income for the year:
Profit for the financial year - - 3,480,652 3,480,652
Dividends declared during year 10 - - (2,625) (2,625)
Balance at 31 December 2024 250,000 16,100,000 10,953,009 27,303,009
Financial year ended 31 December 2025
Balance at 01 January 2025 250,000 16,100,000 10,953,009 27,303,009
Total comprehensive income for the year:
Profit for the financial year - - 966,312 966,312
Dividends declared during year 10 - - (2,756) (2,756)
Balance at 31 December 2025 250,000 16,100,000 11,916,565 28,266,565
The notes on pages 17 to 37 are an integral part of these financial statements.
15
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2025
STATEMENT OF CASH FLOWS
For the year ended 31 December
Note
2025
€
2024
€
Cash flows from operating activities:
Profit before tax 1,798,564 6,643,030
Adjustment for:
Finance costs 8 1,832,474 1,603,404
Finance income 7 (12,731) (15,184)
Fair value movement relating to investment property (1,342,031) (6,252,288)
Gain on sale of financial assets at fair value through profit or loss - (4,995)
Depreciation charge 150,137 70,837
Non-cash rent discount (162,830) -
Profit from operations 2,263,583 2,044,804
(Increase)/decrease in trade and other receivables (559,547) 365,416
Decrease in financial instruments 9,000 59,395
(Decrease)/increase in trade and other payables 71,634 2,353,278
Cash from operating activities 1,784,670 4,822,893
Income taxes paid (78,573) (103,691)
Net cash flows generated from operating activities 1,706,097 4,719,202
Cash flows from investing activities:
Payments to acquire property, plant and equipment (763,234) (173,013)
Payments to acquire investment property 11 (5,902,703) (5,711,131)
Payments on finance lease (89,803) (89,798)
Net cash flows used in investing activities (6,755,740) (5,973,942)
Cash flows from financing activities:
Proceeds from issuance of bonds 19 12,926,735 2,971,665
Repayment of borrowings (6,224,000) (6,000)
Finance costs paid 8 (1,371,380) (1,261,129)
Dividends paid (2,756) (2,625)
Net cash flows generated from financing activities 5,328,599 1,701,911
Net increase in cash and cash equivalents 278,956 447,171
Cash and cash equivalents at beginning of year 819,142 371,971
Cash and cash equivalents at end of year 15 1,098,098 819,142
The notes on pages 17 to 37 are an integral part of these financial statements.
16
Annual Financial Report and Financial Statements - 31 December 2025
STATEMENT OF CASH FLOWS
For the year ended 31 December
Note
2025
€
2024
€
Cash flows from operating activities:
Profit before tax 1,798,564 6,643,030
Adjustment for:
Finance costs 8 1,832,474 1,603,404
Finance income 7 (12,731) (15,184)
Fair value movement relating to investment property (1,342,031) (6,252,288)
Gain on sale of financial assets at fair value through profit or loss - (4,995)
Depreciation charge 150,137 70,837
Non-cash rent discount (162,830) -
Profit from operations 2,263,583 2,044,804
(Increase)/decrease in trade and other receivables (559,547) 365,416
Decrease in financial instruments 9,000 59,395
(Decrease)/increase in trade and other payables 71,634 2,353,278
Cash from operating activities 1,784,670 4,822,893
Income taxes paid (78,573) (103,691)
Net cash flows generated from operating activities 1,706,097 4,719,202
Cash flows from investing activities:
Payments to acquire property, plant and equipment (763,234) (173,013)
Payments to acquire investment property 11 (5,902,703) (5,711,131)
Payments on finance lease (89,803) (89,798)
Net cash flows used in investing activities (6,755,740) (5,973,942)
Cash flows from financing activities:
Proceeds from issuance of bonds 19 12,926,735 2,971,665
Repayment of borrowings (6,224,000) (6,000)
Finance costs paid 8 (1,371,380) (1,261,129)
Dividends paid (2,756) (2,625)
Net cash flows generated from financing activities 5,328,599 1,701,911
Net increase in cash and cash equivalents 278,956 447,171
Cash and cash equivalents at beginning of year 819,142 371,971
Cash and cash equivalents at end of year 15 1,098,098 819,142
The notes on pages 17 to 37 are an integral part of these financial statements.
16
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS
1. GENERAL INFORMATION
Central Business Centres p.l.c. (“the Company”) is a public limited liability company, incorporated in Malta
with its registered address at Cortis Group, Cortis Buildings, Mdina Road, Zebbug ZBG 4211, Malta.
The ownership of the Company's share capital and voting rights related to such holdings, are such that no
particular individual or identifiable group of individuals could exercise ultimate control over the Company.
The principal activity of the Company is to act as a finance, investment and property-holding company.
Properties owned by the Company are leased to third parties.
2. MATERIAL ACCOUNTING POLICY INFORMATION
The accounting policies that are material to the financial statements are set out below. The accounting
policies adopted are consistent with those of the previous financial year, unless otherwise stated.
Basis of preparation
These financial statements have been prepared in accordance with International Financial Reporting
Standards (IFRS Accounting Standards) as adopted by the European Union (EU) and the requirements of
the Companies Act (Cap. 386) enacted in Malta. The financial statements have been prepared under the
historical cost convention, except as modified by the fair valuation of investment property.
Going Concern
As at 31 December 2025, the Company's current liabilities exceeded its current assets by €1,969,753
(2024: €8,684,574).
In assessing the going concern assumption, the directors of the Company have referred to the cash flow
forecast of the Company which was prepared projecting further increase in the rental income from secured
contracts. Moreover, the Company is planning to issue the second tranche of the bonds of €16,750,000 in
2026 with which it will acquire properties, settle the capital creditor and eventually settle the bonds which will
mature in 2027. The directors are confident that the Company will continue to have sufficient liquidity to
operate in the foreseeable future.
Therefore, based on information available at the time of approving these financial statements, the directors
have reasonable expectation that the Company will be able to meet all of its obligations as and when they
arise, and that therefore the going concern basis adopted for the preparation of these financial statements is
appropriate.
17
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS
1. GENERAL INFORMATION
Central Business Centres p.l.c. (“the Company”) is a public limited liability company, incorporated in Malta
with its registered address at Cortis Group, Cortis Buildings, Mdina Road, Zebbug ZBG 4211, Malta.
The ownership of the Company's share capital and voting rights related to such holdings, are such that no
particular individual or identifiable group of individuals could exercise ultimate control over the Company.
The principal activity of the Company is to act as a finance, investment and property-holding company.
Properties owned by the Company are leased to third parties.
2. MATERIAL ACCOUNTING POLICY INFORMATION
The accounting policies that are material to the financial statements are set out below. The accounting
policies adopted are consistent with those of the previous financial year, unless otherwise stated.
Basis of preparation
These financial statements have been prepared in accordance with International Financial Reporting
Standards (IFRS Accounting Standards) as adopted by the European Union (EU) and the requirements of
the Companies Act (Cap. 386) enacted in Malta. The financial statements have been prepared under the
historical cost convention, except as modified by the fair valuation of investment property.
Going Concern
As at 31 December 2025, the Company's current liabilities exceeded its current assets by €1,969,753
(2024: €8,684,574).
In assessing the going concern assumption, the directors of the Company have referred to the cash flow
forecast of the Company which was prepared projecting further increase in the rental income from secured
contracts. Moreover, the Company is planning to issue the second tranche of the bonds of €16,750,000 in
2026 with which it will acquire properties, settle the capital creditor and eventually settle the bonds which will
mature in 2027. The directors are confident that the Company will continue to have sufficient liquidity to
operate in the foreseeable future.
Therefore, based on information available at the time of approving these financial statements, the directors
have reasonable expectation that the Company will be able to meet all of its obligations as and when they
arise, and that therefore the going concern basis adopted for the preparation of these financial statements is
appropriate.
17
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATION - continued
Functional and presentation currency
The financial statements are presented in Euro (€) which is also the Company's functional currency.
New or amended accounting standards and interpretations adopted
The Company adopted all of the new or amended Accounting Standards and Interpretations issued by the
International Accounting Standards Board (‘IASB’) and the IFRS Interpretations Committee and endorsed
by the EU that are mandatory for the current reporting period. The adoption of these amendments to the
requirements of IFRS Accounting Standards as adopted by the EU did not result in substantial changes to
the Company’s accounting policies impacting the Company’s financial performance and position.
New or revised standards, interpretations and amendments issued but not yet effective
At the end of the reporting period, certain new standards, interpretations or amendments thereto, were in
issue and endorsed by the EU, but not yet effective for the current financial period. There have been no
instances of early adoption of standards, interpretations or amendments ahead of their effective date. The
Board anticipates that the adoption of the new standards, interpretations or amendments thereto, will not
have a material impact on the financial statements upon initial application, except for the effects of IFRS 18
on the presentation and disclosure of certain items.
IFRS 18 Presentation and Disclosure in Financial Statements (IFRS 18), will become effective for annual
reporting periods beginning on or after 1 January 2027. Even though IFRS 18 will not have any effect on the
recognition and measurement of items in the financial statements, it is expected to have an effect on the
presentation and disclosure of certain items. These changes include categorisation and sub-totals in the
statement of profit or loss, aggregation/disaggregation and labelling of information, and disclosure of
management-defined performance measures. The directors are assessing the effect of IFRS 18.
Revenue from contracts with customers
Revenue from contracts with customer is recognised at an amount that reflects the consideration to which
the Company is expected to be entitled when performance obligation is satisfied in a manner that depicts
the transfer of control over the goods or services promised to the customer. A performance obligation may
be satisfied either at a point in time or over time.
The consideration relates to the transaction price allocated to each performance obligation as defined in the
contract with the customer. The transaction price reflects discounts, rebates, refunds, granted to customers
and excludes sales taxes, if any.
Rental income
Rental income from investment property is recognised in the statement of comprehensive income on a
straight-line basis over the term of the lease.
Tax
The tax charge/credit in the profit or loss for the year normally comprises current and deferred tax.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the
end of the reporting period, and any adjustments to tax payable in respect of previous years.
18
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATION - continued
Functional and presentation currency
The financial statements are presented in Euro (€) which is also the Company's functional currency.
New or amended accounting standards and interpretations adopted
The Company adopted all of the new or amended Accounting Standards and Interpretations issued by the
International Accounting Standards Board (‘IASB’) and the IFRS Interpretations Committee and endorsed
by the EU that are mandatory for the current reporting period. The adoption of these amendments to the
requirements of IFRS Accounting Standards as adopted by the EU did not result in substantial changes to
the Company’s accounting policies impacting the Company’s financial performance and position.
New or revised standards, interpretations and amendments issued but not yet effective
At the end of the reporting period, certain new standards, interpretations or amendments thereto, were in
issue and endorsed by the EU, but not yet effective for the current financial period. There have been no
instances of early adoption of standards, interpretations or amendments ahead of their effective date. The
Board anticipates that the adoption of the new standards, interpretations or amendments thereto, will not
have a material impact on the financial statements upon initial application, except for the effects of IFRS 18
on the presentation and disclosure of certain items.
IFRS 18 Presentation and Disclosure in Financial Statements (IFRS 18), will become effective for annual
reporting periods beginning on or after 1 January 2027. Even though IFRS 18 will not have any effect on the
recognition and measurement of items in the financial statements, it is expected to have an effect on the
presentation and disclosure of certain items. These changes include categorisation and sub-totals in the
statement of profit or loss, aggregation/disaggregation and labelling of information, and disclosure of
management-defined performance measures. The directors are assessing the effect of IFRS 18.
Revenue from contracts with customers
Revenue from contracts with customer is recognised at an amount that reflects the consideration to which
the Company is expected to be entitled when performance obligation is satisfied in a manner that depicts
the transfer of control over the goods or services promised to the customer. A performance obligation may
be satisfied either at a point in time or over time.
The consideration relates to the transaction price allocated to each performance obligation as defined in the
contract with the customer. The transaction price reflects discounts, rebates, refunds, granted to customers
and excludes sales taxes, if any.
Rental income
Rental income from investment property is recognised in the statement of comprehensive income on a
straight-line basis over the term of the lease.
Tax
The tax charge/credit in the profit or loss for the year normally comprises current and deferred tax.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the
end of the reporting period, and any adjustments to tax payable in respect of previous years.
18
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATION - continued
Tax - continued
Deferred tax is provided using the liability method, for all temporary differences arising between the tax
bases of assets and liabilities and their carrying values for financial reporting purposes. The amount of
deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount
of assets and liabilities, based on tax rates that have been enacted or substantively enacted at the end of
the reporting period.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be
available against which the assets can be utilised and/or sufficient taxable temporary differences are
available. Deferred tax assets are reduced to the extent that is no longer probable that the related tax
benefit will be realised.
Investment property
Investment property also includes right-of-use assets in terms of IFRS 16. Accounting policy for right-of-use
assets is included in the section entitled 'Leases'.
Investment property, comprising commercial premises including offices, shops, showrooms, warehouses
and car spaces, is held for long-term rental yields or for capital appreciation or both, and is not occupied by
the Company. Investment property, which comprises land and buildings, is initially recognised at cost,
including transaction costs and borrowing costs. Historical cost includes expenditure that is directly
attributable to the acquisition of the items. Borrowing costs which are incurred for the purpose of acquiring
or constructing a qualifying investment property are capitalised as part of its cost. Borrowing costs are
capitalised while acquisition or construction is actively underway. Capitalisation of borrowing costs is ceased
once the asset is substantially complete and is suspended if the development of the asset is suspended.
After initial recognition, investment property is carried at fair value. Fair value is based on active market
prices, adjusted, if necessary, for any difference in the nature, location or condition of the specific asset. The
fair value of investment property reflects, among other things, rental income from current leases and
assumptions about rental income from future leases in the light of current market conditions. The fair value
also reflects, on a similar basis, any cash outflows that could be expected in respect of the property. If this
information is not available, the Company uses alternative valuation methods such as recent prices on less
active markets or discounted cash flow projections.
Valuations are reviewed annually by the directors, and every three years by a professional valuer.
Investment property that is being redeveloped for continuing use as investment property or for which the
market has become less active continues to be measured at fair value. Fair value measurement on property
under construction is only applied if the fair value is considered to be reliably measurable.
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 Company and the cost of the item can be
measured reliably. All other repairs and maintenance costs are charged to the profit or loss during the
financial period in which they are incurred. When part of an investment property is replaced, the carrying
amount of the replaced part is derecognised.
The fair value of investment property does not reflect future capital expenditure that will improve or enhance
the property and does not reflect the related future benefits from this future expenditure other than those a
rational market participant would take into account when determining the value of the property. Changes in
fair values are recorded in the profit or loss for the year.
19
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATION - continued
Tax - continued
Deferred tax is provided using the liability method, for all temporary differences arising between the tax
bases of assets and liabilities and their carrying values for financial reporting purposes. The amount of
deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount
of assets and liabilities, based on tax rates that have been enacted or substantively enacted at the end of
the reporting period.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be
available against which the assets can be utilised and/or sufficient taxable temporary differences are
available. Deferred tax assets are reduced to the extent that is no longer probable that the related tax
benefit will be realised.
Investment property
Investment property also includes right-of-use assets in terms of IFRS 16. Accounting policy for right-of-use
assets is included in the section entitled 'Leases'.
Investment property, comprising commercial premises including offices, shops, showrooms, warehouses
and car spaces, is held for long-term rental yields or for capital appreciation or both, and is not occupied by
the Company. Investment property, which comprises land and buildings, is initially recognised at cost,
including transaction costs and borrowing costs. Historical cost includes expenditure that is directly
attributable to the acquisition of the items. Borrowing costs which are incurred for the purpose of acquiring
or constructing a qualifying investment property are capitalised as part of its cost. Borrowing costs are
capitalised while acquisition or construction is actively underway. Capitalisation of borrowing costs is ceased
once the asset is substantially complete and is suspended if the development of the asset is suspended.
After initial recognition, investment property is carried at fair value. Fair value is based on active market
prices, adjusted, if necessary, for any difference in the nature, location or condition of the specific asset. The
fair value of investment property reflects, among other things, rental income from current leases and
assumptions about rental income from future leases in the light of current market conditions. The fair value
also reflects, on a similar basis, any cash outflows that could be expected in respect of the property. If this
information is not available, the Company uses alternative valuation methods such as recent prices on less
active markets or discounted cash flow projections.
Valuations are reviewed annually by the directors, and every three years by a professional valuer.
Investment property that is being redeveloped for continuing use as investment property or for which the
market has become less active continues to be measured at fair value. Fair value measurement on property
under construction is only applied if the fair value is considered to be reliably measurable.
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 Company and the cost of the item can be
measured reliably. All other repairs and maintenance costs are charged to the profit or loss during the
financial period in which they are incurred. When part of an investment property is replaced, the carrying
amount of the replaced part is derecognised.
The fair value of investment property does not reflect future capital expenditure that will improve or enhance
the property and does not reflect the related future benefits from this future expenditure other than those a
rational market participant would take into account when determining the value of the property. Changes in
fair values are recorded in the profit or loss for the year.
19
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATION - continued
Investment property - continued
Investment properties are derecognised when disposed of or when the investment property is permanently
withdrawn and there is no future economic benefit expected from its disposal. The cost and related
accumulated depreciation and impairment losses, if any are derecognised and the difference between the
disposal proceeds and the carrying amount is recognised in profit or loss within “other income/(loss)”.
If an investment property becomes owner-occupied, it is reclassified as property, plant and equipment. Its
fair value at the date of the reclassification becomes its cost for subsequent accounting purposes. When the
Company decides to dispose of an investment property without development, the Company continues to
treat the property as an investment property. Similarly, if the Company begins to redevelop an existing
investment property for continued future use as investment property, it remains an investment property
during the redevelopment.
If an item of property, plant and equipment becomes an investment property because its use has changed,
any difference resulting between the carrying amount and the fair value of this item at the date of transfer is
treated in the same way as a revaluation under IAS 16. Any resulting increase in the carrying amount of the
property is recognised in profit or loss to the extent that it reverses a previous impairment loss; with any
remaining increase recognised in other comprehensive income, directly to revaluation surplus within equity.
Any resulting decrease in the carrying amount of the property is initially charged to other comprehensive
income against any previously recognised revaluation surplus, with any remaining decrease charged to
profit or loss. Upon the disposal of such investment property, any surplus previously recorded in equity is
transferred to retained earnings; the transfer is not made through profit or loss.
Depreciation commences when the depreciable assets are available for use and is charged to profit or loss
so as to write off the fair valued amount, less any estimated residual value, over their estimated useful lives,
on the following bases:
Improvements 10% straight line
Furniture and fixtures 10% straight line
Impairment of non-financial assets
The carrying amount of the Company's assets are reviewed at the end of each reporting period to determine
whether there is any indication of impairment. If such indication exists then the asset's recoverable amount
is estimated.
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its
recoverable amount. Impairment losses are recognised in profit or loss.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair
value less cost 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.
20
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATION - continued
Investment property - continued
Investment properties are derecognised when disposed of or when the investment property is permanently
withdrawn and there is no future economic benefit expected from its disposal. The cost and related
accumulated depreciation and impairment losses, if any are derecognised and the difference between the
disposal proceeds and the carrying amount is recognised in profit or loss within “other income/(loss)”.
If an investment property becomes owner-occupied, it is reclassified as property, plant and equipment. Its
fair value at the date of the reclassification becomes its cost for subsequent accounting purposes. When the
Company decides to dispose of an investment property without development, the Company continues to
treat the property as an investment property. Similarly, if the Company begins to redevelop an existing
investment property for continued future use as investment property, it remains an investment property
during the redevelopment.
If an item of property, plant and equipment becomes an investment property because its use has changed,
any difference resulting between the carrying amount and the fair value of this item at the date of transfer is
treated in the same way as a revaluation under IAS 16. Any resulting increase in the carrying amount of the
property is recognised in profit or loss to the extent that it reverses a previous impairment loss; with any
remaining increase recognised in other comprehensive income, directly to revaluation surplus within equity.
Any resulting decrease in the carrying amount of the property is initially charged to other comprehensive
income against any previously recognised revaluation surplus, with any remaining decrease charged to
profit or loss. Upon the disposal of such investment property, any surplus previously recorded in equity is
transferred to retained earnings; the transfer is not made through profit or loss.
Depreciation commences when the depreciable assets are available for use and is charged to profit or loss
so as to write off the fair valued amount, less any estimated residual value, over their estimated useful lives,
on the following bases:
Improvements 10% straight line
Furniture and fixtures 10% straight line
Impairment of non-financial assets
The carrying amount of the Company's assets are reviewed at the end of each reporting period to determine
whether there is any indication of impairment. If such indication exists then the asset's recoverable amount
is estimated.
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its
recoverable amount. Impairment losses are recognised in profit or loss.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair
value less cost 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.
20
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATION - continued
Impairment of non-financial assets - continued
Impairment losses recognised in prior periods are assessed at the end of each reporting period 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.
Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability
or equity instrument of another entity. Financial assets and financial liabilities are recognised when the
Company becomes a party to the contractual provisions of the financial instrument.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset
expire, or when the financial asset and all substantial risks and rewards are transferred. Financial liabilities
are derecognised when they are extinguished, discharged, cancelled or expire.
Financial assets
Financial assets are classified at initial recognition in accordance with how they are subsequently measured,
as follows:
financial assets at amortised cost;
financial assets at fair value through other comprehensive income; and
financial assets at fair value through profit or loss.
The Company's financial assets are mainly financial assets at amortised cost.
Financial assets at amortised cost
Financial assets at amortised costs are financial assets that are held within the business model whose
objective is to collect contractual cash flows (“hold to collect”) and the contractual terms give rise to cash
flows that are solely payments of principal and interest.
On initial recognition, financial assets at amortised cost are recognised at fair value plus transaction costs
that are directly attributable to the acquisition of the financial asset. Discounting is omitted where the effect
of discounting is immaterial.
Financial assets at amortised cost are subsequently carried at amortised cost using the effective interest
method less impairment losses, if any. Gains or losses are recognised in profit or loss when the asset is
derecognised, modified, or impaired.
The Company’s financial assets under this classification include cash and cash equivalents and trade and
other receivables.
Impairment of financial assets
The Company recognises an allowance for expected credit losses (ECLs) on financial assets that are
measured at amortised cost. Equity instruments are not subject to impairment assessment.
21
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATION - continued
Impairment of non-financial assets - continued
Impairment losses recognised in prior periods are assessed at the end of each reporting period 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.
Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability
or equity instrument of another entity. Financial assets and financial liabilities are recognised when the
Company becomes a party to the contractual provisions of the financial instrument.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset
expire, or when the financial asset and all substantial risks and rewards are transferred. Financial liabilities
are derecognised when they are extinguished, discharged, cancelled or expire.
Financial assets
Financial assets are classified at initial recognition in accordance with how they are subsequently measured,
as follows:
financial assets at amortised cost;
financial assets at fair value through other comprehensive income; and
financial assets at fair value through profit or loss.
The Company's financial assets are mainly financial assets at amortised cost.
Financial assets at amortised cost
Financial assets at amortised costs are financial assets that are held within the business model whose
objective is to collect contractual cash flows (“hold to collect”) and the contractual terms give rise to cash
flows that are solely payments of principal and interest.
On initial recognition, financial assets at amortised cost are recognised at fair value plus transaction costs
that are directly attributable to the acquisition of the financial asset. Discounting is omitted where the effect
of discounting is immaterial.
Financial assets at amortised cost are subsequently carried at amortised cost using the effective interest
method less impairment losses, if any. Gains or losses are recognised in profit or loss when the asset is
derecognised, modified, or impaired.
The Company’s financial assets under this classification include cash and cash equivalents and trade and
other receivables.
Impairment of financial assets
The Company recognises an allowance for expected credit losses (ECLs) on financial assets that are
measured at amortised cost. Equity instruments are not subject to impairment assessment.
21
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATION - continued
Financial instruments - continued
ECLs are based on the difference between the contractual cash flows due in accordance with the contract
and all the cash flows that the Company expects to receive, discounted at an approximation of the original
effective interest rate.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase
in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that
are possible within the next 12-months (12-month ECL). For those credit exposures for which there has
been a significant increase in credit risk since initial recognition, a loss allowance is required for credit
losses expected over the remaining life of the exposure, irrespective of the timing of the default (lifetime
ECL).
The Company considers a financial asset in default when contractual payments are 90 days past due.
However, in certain cases, the Company may also consider a financial asset to be in default when internal
or external information indicates that the Company is unlikely to receive the outstanding contractual
amounts in full. A financial asset is written off when there is no reasonable expectation of recovering the
contractual cash flows and usually occurs when past due for more than one year and not subject to
enforcement activity.
For trade receivables, the Company applies a simplified approach to measuring ECLs which recognises
lifetime ECLs. The ECLs on these financial assets are estimated using a provision matrix based on the
Company’s historical credit loss experience, adjusted for forward-looking factors specific to the debtors and
the economic environment.
Financial liabilities
Financial liabilities are classified at initial recognition in accordance with how they are subsequently
measured, as follows:
financial liabilities at amortised cost; and
financial liabilities at fair value through profit or loss.
The Company’s financial liabilities are mainly financial liabilities at amortised cost.
Financial liabilities at amortised cost
Financial liabilities at amortised cost are initially recognised at fair value, net of transaction cost and are
subsequently measured at amortised cost using the effective interest method. All interest-related charges
under the interest amortisation process are recognised in profit or loss.
On derecognition, the difference between the carrying amount of the financial liability (or part of a financial
liability) extinguished or transferred to another party and the consideration paid, including any non-cash
assets transferred or liabilities assumed, are recognised in profit or loss.
Financial liabilities under this category include borrowings, and trade and other payables.
22
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATION - continued
Financial instruments - continued
ECLs are based on the difference between the contractual cash flows due in accordance with the contract
and all the cash flows that the Company expects to receive, discounted at an approximation of the original
effective interest rate.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase
in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that
are possible within the next 12-months (12-month ECL). For those credit exposures for which there has
been a significant increase in credit risk since initial recognition, a loss allowance is required for credit
losses expected over the remaining life of the exposure, irrespective of the timing of the default (lifetime
ECL).
The Company considers a financial asset in default when contractual payments are 90 days past due.
However, in certain cases, the Company may also consider a financial asset to be in default when internal
or external information indicates that the Company is unlikely to receive the outstanding contractual
amounts in full. A financial asset is written off when there is no reasonable expectation of recovering the
contractual cash flows and usually occurs when past due for more than one year and not subject to
enforcement activity.
For trade receivables, the Company applies a simplified approach to measuring ECLs which recognises
lifetime ECLs. The ECLs on these financial assets are estimated using a provision matrix based on the
Company’s historical credit loss experience, adjusted for forward-looking factors specific to the debtors and
the economic environment.
Financial liabilities
Financial liabilities are classified at initial recognition in accordance with how they are subsequently
measured, as follows:
financial liabilities at amortised cost; and
financial liabilities at fair value through profit or loss.
The Company’s financial liabilities are mainly financial liabilities at amortised cost.
Financial liabilities at amortised cost
Financial liabilities at amortised cost are initially recognised at fair value, net of transaction cost and are
subsequently measured at amortised cost using the effective interest method. All interest-related charges
under the interest amortisation process are recognised in profit or loss.
On derecognition, the difference between the carrying amount of the financial liability (or part of a financial
liability) extinguished or transferred to another party and the consideration paid, including any non-cash
assets transferred or liabilities assumed, are recognised in profit or loss.
Financial liabilities under this category include borrowings, and trade and other payables.
22
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATION - continued
Leases
Right-of-use
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is
measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any
lease payments made at or before the commencement date net of any lease incentives received, any initial
direct costs incurred.
Right-of-use assets are subsequently measured at fair value and depreciated on a straight-line basis over
the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where
the Company expects to obtain ownership of the leased asset at the end of the lease term, the depreciation
is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for any
remeasurement of lease liabilities.
The Company has elected not to recognise a right-of-use asset and corresponding lease liability for short-
term leases with terms of 12 months or less and leases of low-value assets. Lease payments on these
assets are expensed to profit or loss as incurred.
Lease liability
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised
at the present value of the lease payments to be made over the term of the lease, discounted using the
interest rate implicit in the lease or, if that rate cannot be readily determined, the consolidated entity's
incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives
receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under
residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably
certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend
on an index or a rate are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts
are remeasured if there is a change in the following: future lease payments arising from change in an index
or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties.
When a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to
profit or loss if the carrying amount of the right-of-use asset is fully written down.
3. FINANCIAL RISK MANAGEMENT
The Company's activities potentially expose it to a variety of financial risks: market risk (including foreign
exchange risk and cash flow interest rate risk), credit risk and liquidity risk. The Company's overall risk
management focuses on the unpredictability of financial markets and seeks to minimise potential adverse
effects on the Company's financial performance. The Board provides principles for overall risk
management, as well as policies covering risks referred to above, and specific areas such as investment of
excess liquidity. The Company did not make use of derivative financial instruments to hedge risk exposures
during the current and preceding financial years.
23
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
2. MATERIAL ACCOUNTING POLICY INFORMATION - continued
Leases
Right-of-use
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is
measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any
lease payments made at or before the commencement date net of any lease incentives received, any initial
direct costs incurred.
Right-of-use assets are subsequently measured at fair value and depreciated on a straight-line basis over
the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where
the Company expects to obtain ownership of the leased asset at the end of the lease term, the depreciation
is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for any
remeasurement of lease liabilities.
The Company has elected not to recognise a right-of-use asset and corresponding lease liability for short-
term leases with terms of 12 months or less and leases of low-value assets. Lease payments on these
assets are expensed to profit or loss as incurred.
Lease liability
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised
at the present value of the lease payments to be made over the term of the lease, discounted using the
interest rate implicit in the lease or, if that rate cannot be readily determined, the consolidated entity's
incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives
receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under
residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably
certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend
on an index or a rate are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts
are remeasured if there is a change in the following: future lease payments arising from change in an index
or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties.
When a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to
profit or loss if the carrying amount of the right-of-use asset is fully written down.
3. FINANCIAL RISK MANAGEMENT
The Company's activities potentially expose it to a variety of financial risks: market risk (including foreign
exchange risk and cash flow interest rate risk), credit risk and liquidity risk. The Company's overall risk
management focuses on the unpredictability of financial markets and seeks to minimise potential adverse
effects on the Company's financial performance. The Board provides principles for overall risk
management, as well as policies covering risks referred to above, and specific areas such as investment of
excess liquidity. The Company did not make use of derivative financial instruments to hedge risk exposures
during the current and preceding financial years.
23
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
3. FINANCIAL RISK MANAGEMENT - continued
Market risk
(i) Foreign currency risk
Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities
which are denominated in a currency that is not the entity's functional currency. The Company has no
significant currency risk since substantially all assets and liabilities are denominated in Euro.
(ii) Cash flow and fair value interest rate risk
The Company is exposed to risks associated with the effects of fluctuations in the prevailing levels of the
market interest rates on its financing position and cash flows.
As at reporting date, the Company has fixed rate interest-bearing bonds. Accordingly, operating cash flows
are substantially independent of changes in market interest rates.
As at the statement of financial position date, the Company's exposure to changes in interest rates on bank
accounts held with financial institutions was limited as the Company is subject to fixed interest rates.
Based on the above, the Board considers the potential impact in profit or loss of a defined interest rate shift
that is reasonably possible at the reporting date to be immaterial.
Credit risk
Credit risk arises from credit exposures to customers and amounts held with financial institutions.
The maximum credit exposure to credit risk at the reporting date in respect of the financial assets was as
follows:
2025
€
2024
€
Trade and other receivables 624,828 52,550
Cash and cash equivalents 1,097,704 819,033
1,722,532 871,583
Credit risk on funds advanced to related entity and amounts deposited with local financial institutions is
considered as limited, since cash at bank and fixed term deposits are placed with local financial institutions
having a high-quality standing.
With regards to amounts receivable arising from rental income, the Company assesses the credit quality of
the third-party tenants on an ongoing basis, taking into account financial position, past experience and
others factors. The Company manages credit limits and exposures actively in a practicable manner such
that there is no material past due amounts receivable from third-party tenants as at the reporting date. The
Company has no significant concentration of credit risk arising from third-parties.
The credit risk on the advance to a related party is considered negligible in view of the fact that the
Company has ongoing transactions with the same related party and hence, amounts can be set-off.
24
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
3. FINANCIAL RISK MANAGEMENT - continued
Market risk
(i) Foreign currency risk
Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities
which are denominated in a currency that is not the entity's functional currency. The Company has no
significant currency risk since substantially all assets and liabilities are denominated in Euro.
(ii) Cash flow and fair value interest rate risk
The Company is exposed to risks associated with the effects of fluctuations in the prevailing levels of the
market interest rates on its financing position and cash flows.
As at reporting date, the Company has fixed rate interest-bearing bonds. Accordingly, operating cash flows
are substantially independent of changes in market interest rates.
As at the statement of financial position date, the Company's exposure to changes in interest rates on bank
accounts held with financial institutions was limited as the Company is subject to fixed interest rates.
Based on the above, the Board considers the potential impact in profit or loss of a defined interest rate shift
that is reasonably possible at the reporting date to be immaterial.
Credit risk
Credit risk arises from credit exposures to customers and amounts held with financial institutions.
The maximum credit exposure to credit risk at the reporting date in respect of the financial assets was as
follows:
2025
€
2024
€
Trade and other receivables 624,828 52,550
Cash and cash equivalents 1,097,704 819,033
1,722,532 871,583
Credit risk on funds advanced to related entity and amounts deposited with local financial institutions is
considered as limited, since cash at bank and fixed term deposits are placed with local financial institutions
having a high-quality standing.
With regards to amounts receivable arising from rental income, the Company assesses the credit quality of
the third-party tenants on an ongoing basis, taking into account financial position, past experience and
others factors. The Company manages credit limits and exposures actively in a practicable manner such
that there is no material past due amounts receivable from third-party tenants as at the reporting date. The
Company has no significant concentration of credit risk arising from third-parties.
The credit risk on the advance to a related party is considered negligible in view of the fact that the
Company has ongoing transactions with the same related party and hence, amounts can be set-off.
24
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
3. FINANCIAL RISK MANAGEMENT - continued
(b) Credit risk - continued
As at 31 December 2025, there were no impaired trade receivables (2024: €28,892). The impaired
receivables related to a previous tenant which is in unexpectedly difficult economic situations.
The movement in provisions for expected credit losses of trade receivables is disclosed in Note 14 to the
financial statements.
Liquidity risk
The Company is exposed to liquidity risk in relation to meeting future obligations associated with its
financial liabilities, which comprise principally interest-bearing borrowings and trade and other payables
(Notes 19 and 22). Prudent liquidity risk management includes maintaining sufficient cash to ensure the
availability of an adequate amount of funding to meet the Company's obligations and ensuring that
alternative funding is available when the bonds are due for repayment.
The following table analyses the Company's financial liabilities into relevant maturity groupings based on
the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the
tables below are the contractual undiscounted cash flows. Balances due within 12 months equal their
carrying balances, as the impact of discounting is not significant.
Carrying
amount
€
Contractual
cash flow
€
Due within
one year
€
Between 1
and 2
years
€
Between 2
and 5
years
€
After 5 years
€
31 December 2025
Lease liabilities 5,270,483 10,803,332 255,675 255,675 798,399 9,493,583
Borrowings 39,683,085 54,718,667 1,855,112 7,727,090 4,777,705 40,358,760
Trade and other payables 2,728,436 2,728,436 2,637,186 91,250 - -
47,682,004 68,250,435 4,747,973 8,074,015 5,576,104 49,852,343
31 December 2024
Lease liabilities 5,304,172 11,016,163 252,630 255,675 785,755 9,722,103
Borrowings 32,738,200 41,732,135 7,484,135 1,104,000 8,784,000 24,360,000
Trade and other payables 2,675,666 2,675,666 2,539,949 135,717 - -
40,718,038 55,423,964 10,276,714 1,495,392 9,569,755 34,082,103
The Company continues to assess its funding requirements to ensure that adequate funds are in place to
meet its financial liabilities when they fall due.
25
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
3. FINANCIAL RISK MANAGEMENT - continued
(b) Credit risk - continued
As at 31 December 2025, there were no impaired trade receivables (2024: €28,892). The impaired
receivables related to a previous tenant which is in unexpectedly difficult economic situations.
The movement in provisions for expected credit losses of trade receivables is disclosed in Note 14 to the
financial statements.
Liquidity risk
The Company is exposed to liquidity risk in relation to meeting future obligations associated with its
financial liabilities, which comprise principally interest-bearing borrowings and trade and other payables
(Notes 19 and 22). Prudent liquidity risk management includes maintaining sufficient cash to ensure the
availability of an adequate amount of funding to meet the Company's obligations and ensuring that
alternative funding is available when the bonds are due for repayment.
The following table analyses the Company's financial liabilities into relevant maturity groupings based on
the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the
tables below are the contractual undiscounted cash flows. Balances due within 12 months equal their
carrying balances, as the impact of discounting is not significant.
Carrying
amount
€
Contractual
cash flow
€
Due within
one year
€
Between 1
and 2
years
€
Between 2
and 5
years
€
After 5 years
€
31 December 2025
Lease liabilities 5,270,483 10,803,332 255,675 255,675 798,399 9,493,583
Borrowings 39,683,085 54,718,667 1,855,112 7,727,090 4,777,705 40,358,760
Trade and other payables 2,728,436 2,728,436 2,637,186 91,250 - -
47,682,004 68,250,435 4,747,973 8,074,015 5,576,104 49,852,343
31 December 2024
Lease liabilities 5,304,172 11,016,163 252,630 255,675 785,755 9,722,103
Borrowings 32,738,200 41,732,135 7,484,135 1,104,000 8,784,000 24,360,000
Trade and other payables 2,675,666 2,675,666 2,539,949 135,717 - -
40,718,038 55,423,964 10,276,714 1,495,392 9,569,755 34,082,103
The Company continues to assess its funding requirements to ensure that adequate funds are in place to
meet its financial liabilities when they fall due.
25
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
3. FINANCIAL RISK MANAGEMENT - continued
Fair value of financial instruments
The fair values of non-current borrowings is based on amortised cost representing proceeds received net of
transaction costs incurred. The amortisation of transaction costs is calculated using the effective yield
method.
As at 31 December 2025 and 2024, the carrying amounts of other financial instruments, comprising cash at
bank, trade and other receivables, trade and other payables and accrued expenses approximated their fair
values due to their short-term maturities.
Capital risk management
The Company's objectives when managing capital are:
to safeguard the Company's ability to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders;
to maintain an optimal capital structure to reduce the cost of capital; and
to comply with requirements of the Prospectus issued in relation to the 4.40%, 4.00% and 5.70% bonds.
The Board's policy is to maintain a strong capital base so as to maintain investor, creditor and market
confidence to sustain future development of business. The Board of Directors monitors the return on capital,
which the Company defines as the profit for the year divided by total equity. The Board of Directors also
monitors the level of dividends to ordinary shareholders.
4. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
Estimates and judgements are continually evaluated and are based on historical and other factors, including
expectations of future events that are believed to be reasonable under the circumstances.
In the opinion of the directors, with the exception of the fair valuation of investment properties in Note 11,
the accounting estimates and judgements made in the course of preparing these financial statements are
not difficult, subjective or complex to a degree which would warrant their description as critical in terms of
the requirements of IAS 1.
5. REVENUE
Revenue relates to the lease of offices, retail stores, warehousing and car spaces in Central Business
Centres Zebbug, the Central Business Centre Gudja, the Central Business Centre St. Julian's, the Central
Business Centre Valletta, the Central Business Centre Mriehel and the Central Business Centre Qormi.
2025
€
2024
€
Rental income 2,298,657 2,196,478
Maintenance income 284,543 176,669
2,583,200 2,373,147
26
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
3. FINANCIAL RISK MANAGEMENT - continued
Fair value of financial instruments
The fair values of non-current borrowings is based on amortised cost representing proceeds received net of
transaction costs incurred. The amortisation of transaction costs is calculated using the effective yield
method.
As at 31 December 2025 and 2024, the carrying amounts of other financial instruments, comprising cash at
bank, trade and other receivables, trade and other payables and accrued expenses approximated their fair
values due to their short-term maturities.
Capital risk management
The Company's objectives when managing capital are:
to safeguard the Company's ability to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders;
to maintain an optimal capital structure to reduce the cost of capital; and
to comply with requirements of the Prospectus issued in relation to the 4.40%, 4.00% and 5.70% bonds.
The Board's policy is to maintain a strong capital base so as to maintain investor, creditor and market
confidence to sustain future development of business. The Board of Directors monitors the return on capital,
which the Company defines as the profit for the year divided by total equity. The Board of Directors also
monitors the level of dividends to ordinary shareholders.
4. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
Estimates and judgements are continually evaluated and are based on historical and other factors, including
expectations of future events that are believed to be reasonable under the circumstances.
In the opinion of the directors, with the exception of the fair valuation of investment properties in Note 11,
the accounting estimates and judgements made in the course of preparing these financial statements are
not difficult, subjective or complex to a degree which would warrant their description as critical in terms of
the requirements of IAS 1.
5. REVENUE
Revenue relates to the lease of offices, retail stores, warehousing and car spaces in Central Business
Centres Zebbug, the Central Business Centre Gudja, the Central Business Centre St. Julian's, the Central
Business Centre Valletta, the Central Business Centre Mriehel and the Central Business Centre Qormi.
2025
€
2024
€
Rental income 2,298,657 2,196,478
Maintenance income 284,543 176,669
2,583,200 2,373,147
26
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
6. OPERATING PROFIT
The operating profit is stated after charging:
2025
€
2024
€
Depreciation charge (Note 11) 150,137 70,837
Directors' fees (i) 15,500 14,500
Chief Executive Officer's fees (i) 30,000 30,000
i. The directors' remuneration was paid to the non-executive directors, whereas the Chief Executive Officer
received payments amounting to €30,000 (2024: €30,000). The directors do not receive any form of
monetary or non-monetary perks or benefits.
Auditor's remuneration
Fees charged by the auditor for services rendered during the financial years ended 31 December relate to
the following:
2025
€
2024
€
Annual statutory audit 9,500 8,400
Tax compliance 650 650
Interim review 950 1,000
Other services 500 1,550
11,600 11,600
7. FINANCE INCOME
2025
€
2024
€
Interest income from banks and quoted securities 71 5,803
Investment income from treasury bills 12,660 9,381
12,731 15,184
8. FINANCE COSTS
2025
€
2024
€
Interest payable on bonds 1,371,380 1,261,130
Amortisation of bond issue costs (Note 19) 242,150 63,461
Interest expense on lease liabilities (Note 20) 218,944 217,988
Amortisation of discount on zero coupon callable notes (Note 19) - 60,825
1,832,474 1,603,404
27
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
6. OPERATING PROFIT
The operating profit is stated after charging:
2025
€
2024
€
Depreciation charge (Note 11) 150,137 70,837
Directors' fees (i) 15,500 14,500
Chief Executive Officer's fees (i) 30,000 30,000
i. The directors' remuneration was paid to the non-executive directors, whereas the Chief Executive Officer
received payments amounting to €30,000 (2024: €30,000). The directors do not receive any form of
monetary or non-monetary perks or benefits.
Auditor's remuneration
Fees charged by the auditor for services rendered during the financial years ended 31 December relate to
the following:
2025
€
2024
€
Annual statutory audit 9,500 8,400
Tax compliance 650 650
Interim review 950 1,000
Other services 500 1,550
11,600 11,600
7. FINANCE INCOME
2025
€
2024
€
Interest income from banks and quoted securities 71 5,803
Investment income from treasury bills 12,660 9,381
12,731 15,184
8. FINANCE COSTS
2025
€
2024
€
Interest payable on bonds 1,371,380 1,261,130
Amortisation of bond issue costs (Note 19) 242,150 63,461
Interest expense on lease liabilities (Note 20) 218,944 217,988
Amortisation of discount on zero coupon callable notes (Note 19) - 60,825
1,832,474 1,603,404
27
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
9. TAX
The tax charged to profit or loss comprised of the following:
2025
€
2024
€
Current tax charge 116,719 190,097
Deferred tax charge 715,533 2,972,281
832,252 3,162,378
The tax on the Company's profit before tax differs from the theoretical tax expense that would arise using
the applicable tax rate in Malta of 35% as follows:
2025
€
2024
€
Profit before tax 1,798,564 6,643,030
Theoretical expense at 35% 629,497 2,325,061
Tax effect of:
Non-deductible expenses 129,179 90,948
Absorbed capital allowances (87,434) (34,574)
Income subject to different tax rate (2,546) (3,037)
Increase in fair value of investment property taxed at different rate 245,823 850,318
Deferred tax effects from IFRS 9 and 16 (82,267) (66,338)
832,252 3,162,378
10. DIVIDENDS
On 2 May 2025, the directors declared a net dividend of €2,756 (2024: €2,625), equivalent to a net dividend
of €0.0110 per ordinary share. The dividend was paid on 30 June 2025.
11. INVESTMENT PROPERTY
Fair value
Improvements,
furniture and
fixtures
€
Investment
properties
€
Total
€
At 1 January 489,378 74,320,648 74,810,026
Additions 763,234 5,902,703 6,665,937
Increase in fair value - 1,342,031 1,342,031
Depreciation charge (150,137) - (150,137)
At 31 December 1,102,475 81,565,382 82,667,857
The investment property includes the right-of-use assets acquired during prior years in relation to the
temporary emphyteusis of the leasehold land classified as investment property.
28
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
9. TAX
The tax charged to profit or loss comprised of the following:
2025
€
2024
€
Current tax charge 116,719 190,097
Deferred tax charge 715,533 2,972,281
832,252 3,162,378
The tax on the Company's profit before tax differs from the theoretical tax expense that would arise using
the applicable tax rate in Malta of 35% as follows:
2025
€
2024
€
Profit before tax 1,798,564 6,643,030
Theoretical expense at 35% 629,497 2,325,061
Tax effect of:
Non-deductible expenses 129,179 90,948
Absorbed capital allowances (87,434) (34,574)
Income subject to different tax rate (2,546) (3,037)
Increase in fair value of investment property taxed at different rate 245,823 850,318
Deferred tax effects from IFRS 9 and 16 (82,267) (66,338)
832,252 3,162,378
10. DIVIDENDS
On 2 May 2025, the directors declared a net dividend of €2,756 (2024: €2,625), equivalent to a net dividend
of €0.0110 per ordinary share. The dividend was paid on 30 June 2025.
11. INVESTMENT PROPERTY
Fair value
Improvements,
furniture and
fixtures
€
Investment
properties
€
Total
€
At 1 January 489,378 74,320,648 74,810,026
Additions 763,234 5,902,703 6,665,937
Increase in fair value - 1,342,031 1,342,031
Depreciation charge (150,137) - (150,137)
At 31 December 1,102,475 81,565,382 82,667,857
The investment property includes the right-of-use assets acquired during prior years in relation to the
temporary emphyteusis of the leasehold land classified as investment property.
28
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
11. INVESTMENT PROPERTY - continued
On 19 December 2025, the Company acquired a property located at Triq Guze Duca corner with Triq l-
Imdina, Qormi (known as the FXB Building) for a total purchase price of €5,500,000. The acquisition was
financed through the issuance of 5.7% Unsecured Bonds (Note 19).
Depreciation relates to the depreciation of improvements and furniture on the investment properties. The
depreciable amount is allocated on a systematic basis to each accounting period over its useful life.
Rental income earned by the Company for the year from investment property amounted to €2,583,200
(2024: €2,373,147) and direct costs amounted to €100,414 (2024: €88,648).
Fair valuation of the investment property
On 28 July 2025, the Company's investment property, which spans four localities in Zebbug, Gudja, St.
Julian's, and Valletta, were revalued by an independent professionally qualified valuer. Subsequently, on 17
September 2025, the Company's investment properties comprising two facilities situated in Mriehel and
Qormi were also revalued. The book value was adjusted to the revalued amount and the resultant surplus,
net of applicable deferred income taxes, was credited to the statement of comprehensive income.
Valuations were made on the basis of open market value taking cognisance of the specific location of the
property, the size of the site together with its development potential, the availability of similar properties in
the area, and whenever possible, having regard to recent market transactions for similar properties in the
same location.
The Company is required to analyse non-financial assets carried at fair value by level of the fair value
hierarchy within which the recurring fair value measurements are categorised in their entirety (Level 1, 2 or
3). The different levels of the fair value hierarchy have been defined as fair value measurements using:
Quoted prices (unadjusted) in active markets for identical assets (Level 1);
Inputs other than quoted prices included within Level 1 that are observable for the asset, either directly
(that is, as prices) or indirectly (that is, derived from prices) (Level 2);
Inputs for the asset that are not based on observable market data (that is, unobservable inputs) (Level
3).
The Company's investment property comprises the properties described above. The Central Business
Centres Zebbug, the Central Business Centre Gudja, the Central Business Centre St. Julian's including Villa
Fieres, the Central Business Centre Mriehel and the Central Business Centre Qormi are complete and
being leased. Property fair value measurements at 31 December 2025 use significant unobservable inputs
and are accordingly categorised within Level 3 of the fair valuation hierarchy.
The Company's policy is to recognise transfers into and out of fair value hierarchy levels as of the beginning
of the reporting period. There were no transfers between different levels of the fair value hierarchy during
the year ended 31 December 2025.
A reconciliation from the opening balance to the closing balance of land and building for recurring fair value
measurements categorised within Level 3 of the value hierarchy, is reflected in the table above.
29
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
11. INVESTMENT PROPERTY - continued
On 19 December 2025, the Company acquired a property located at Triq Guze Duca corner with Triq l-
Imdina, Qormi (known as the FXB Building) for a total purchase price of €5,500,000. The acquisition was
financed through the issuance of 5.7% Unsecured Bonds (Note 19).
Depreciation relates to the depreciation of improvements and furniture on the investment properties. The
depreciable amount is allocated on a systematic basis to each accounting period over its useful life.
Rental income earned by the Company for the year from investment property amounted to €2,583,200
(2024: €2,373,147) and direct costs amounted to €100,414 (2024: €88,648).
Fair valuation of the investment property
On 28 July 2025, the Company's investment property, which spans four localities in Zebbug, Gudja, St.
Julian's, and Valletta, were revalued by an independent professionally qualified valuer. Subsequently, on 17
September 2025, the Company's investment properties comprising two facilities situated in Mriehel and
Qormi were also revalued. The book value was adjusted to the revalued amount and the resultant surplus,
net of applicable deferred income taxes, was credited to the statement of comprehensive income.
Valuations were made on the basis of open market value taking cognisance of the specific location of the
property, the size of the site together with its development potential, the availability of similar properties in
the area, and whenever possible, having regard to recent market transactions for similar properties in the
same location.
The Company is required to analyse non-financial assets carried at fair value by level of the fair value
hierarchy within which the recurring fair value measurements are categorised in their entirety (Level 1, 2 or
3). The different levels of the fair value hierarchy have been defined as fair value measurements using:
Quoted prices (unadjusted) in active markets for identical assets (Level 1);
Inputs other than quoted prices included within Level 1 that are observable for the asset, either directly
(that is, as prices) or indirectly (that is, derived from prices) (Level 2);
Inputs for the asset that are not based on observable market data (that is, unobservable inputs) (Level
3).
The Company's investment property comprises the properties described above. The Central Business
Centres Zebbug, the Central Business Centre Gudja, the Central Business Centre St. Julian's including Villa
Fieres, the Central Business Centre Mriehel and the Central Business Centre Qormi are complete and
being leased. Property fair value measurements at 31 December 2025 use significant unobservable inputs
and are accordingly categorised within Level 3 of the fair valuation hierarchy.
The Company's policy is to recognise transfers into and out of fair value hierarchy levels as of the beginning
of the reporting period. There were no transfers between different levels of the fair value hierarchy during
the year ended 31 December 2025.
A reconciliation from the opening balance to the closing balance of land and building for recurring fair value
measurements categorised within Level 3 of the value hierarchy, is reflected in the table above.
29
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
11. INVESTMENT PROPERTY - continued
Fair valuation of the investment property - continued
Valuation processes
The valuation of these properties is performed on the basis of the valuation reports prepared by an
independent third party qualified valuer. These reports are based on both:
information provided by the Company; and
assumptions and valuation models used by the valuers with assumptions being typically market
related and based on professional judgement and market observation.
The information provided to the valuers, together with the underlying assumptions and valuation models
used by the valuers, are reviewed by the Board of Directors. The Board then considers the valuation report
as part of its overall responsibilities.
Valuation techniques
The valuation was performed using the guidelines of the "Valuation Standards for accredited Valuers"
published by the Kamra tal-Periti.
Given the specific nature of these assets, the valuations of the Level 3 property have been performed by
reference to valuation models. These valuation models include:
in the case of all the properties except Mriehel, valuations were made on the basis of open market
value; and
in the case of the property located in Mriehel, a market valuation approach based on the recent transfer
price of the property, adjusted to reflect changes in market conditions since the date of transfer. The
valuation incorporates an assumed increase of 5%, derived by reference to the property price index
published by the National Statistics Office, in the absence of a specific index for commercial properties.
12. DEFERRED TAX ASSETS
The asset for deferred tax is analysed as follows:
2025
€
2024
€
Lease liabilities 1,844,669 1,856,460
Allowance on expected credit losses - 10,112
1,844,669 1,866,572
30
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
11. INVESTMENT PROPERTY - continued
Fair valuation of the investment property - continued
Valuation processes
The valuation of these properties is performed on the basis of the valuation reports prepared by an
independent third party qualified valuer. These reports are based on both:
information provided by the Company; and
assumptions and valuation models used by the valuers with assumptions being typically market
related and based on professional judgement and market observation.
The information provided to the valuers, together with the underlying assumptions and valuation models
used by the valuers, are reviewed by the Board of Directors. The Board then considers the valuation report
as part of its overall responsibilities.
Valuation techniques
The valuation was performed using the guidelines of the "Valuation Standards for accredited Valuers"
published by the Kamra tal-Periti.
Given the specific nature of these assets, the valuations of the Level 3 property have been performed by
reference to valuation models. These valuation models include:
in the case of all the properties except Mriehel, valuations were made on the basis of open market
value; and
in the case of the property located in Mriehel, a market valuation approach based on the recent transfer
price of the property, adjusted to reflect changes in market conditions since the date of transfer. The
valuation incorporates an assumed increase of 5%, derived by reference to the property price index
published by the National Statistics Office, in the absence of a specific index for commercial properties.
12. DEFERRED TAX ASSETS
The asset for deferred tax is analysed as follows:
2025
€
2024
€
Lease liabilities 1,844,669 1,856,460
Allowance on expected credit losses - 10,112
1,844,669 1,866,572
30
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
12. DEFERRED TAX ASSETS - continued
The deferred tax asset movement is made up of:
2025
€
2024
€
Balance at beginning of the year 1,866,572 1,873,843
Recognition of deferred tax asset on lease liabilities (11,791) (17,383)
(Reversal)/recognition of deferred tax asset on expected credit losses (10,112) 10,112
1,844,669 1,866,572
13. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
2025
€
2024
€
Quoted securities 17,600 26,600
During 2025, the Company has purchased various bond investments with a repayment year of 2026.
14. TRADE AND OTHER RECEIVABLES
2025
€
2024
€
Trade receivables (i) 234,128 52,550
Advances to a related party (ii) 390,700 -
624,828 52,550
(i) Trade receivables are stated net of an allowance for expected credit losses amounting to €nil (2024:
€28,892).
(ii) Advances to a related party are unsecured, interest-free and repayable on demand.
The Company's exposure to credit risk and the expected credit losses on trade receivables are disclosed in
Note 3.
31
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
12. DEFERRED TAX ASSETS - continued
The deferred tax asset movement is made up of:
2025
€
2024
€
Balance at beginning of the year 1,866,572 1,873,843
Recognition of deferred tax asset on lease liabilities (11,791) (17,383)
(Reversal)/recognition of deferred tax asset on expected credit losses (10,112) 10,112
1,844,669 1,866,572
13. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
2025
€
2024
€
Quoted securities 17,600 26,600
During 2025, the Company has purchased various bond investments with a repayment year of 2026.
14. TRADE AND OTHER RECEIVABLES
2025
€
2024
€
Trade receivables (i) 234,128 52,550
Advances to a related party (ii) 390,700 -
624,828 52,550
(i) Trade receivables are stated net of an allowance for expected credit losses amounting to €nil (2024:
€28,892).
(ii) Advances to a related party are unsecured, interest-free and repayable on demand.
The Company's exposure to credit risk and the expected credit losses on trade receivables are disclosed in
Note 3.
31
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
15. CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash in hand, balances with banks and short term treasury bills with a
maturity date of 3 months and which will mature between a few days and three months. Cash and cash
equivalents included in the statement of cash flows reconcile to the amounts shown in the statement of
financial position as follows:
2025
€
2024
€
Cash in hand 394 109
Cash at banks 847,704 269,033
Treasury bills 250,000 550,000
1,098,098 819,142
Included with the bank balances is a restricted amount of €35,688 (2024: €35,688) which is pledged as
security against guarantees issued in favour of a third party (Note 25).
16. SHARE CAPITAL
2025
€
2024
€
Authorised
500,000 (2024: 250,000) ordinary shares of €1 each 500,000 250,000
Issued and fully paid
250,000 ordinary shares of €1 each 250,000 250,000
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are
entitled to one vote per share at meetings of the Company. All shares rank equally with regard to the
Company's residual assets.
On 4 July 2025, the shareholders of the Company approved an increase in the authorised share capital from
€250,000, divided into 250,000 ordinary shares of nominal value €1.00 each, to €500,000, divided into
500,000 ordinary shares of nominal value €1.00 each.
17. CAPITAL RESERVE
2025
€
2024
€
Other capital reserves 15,850,000 15,850,000
Subordinated loan 250,000 250,000
16,100,000 16,100,000
In 2014, 2017 and 2018, the Company entered into various subordinated loans with related parties to partly
finance the acquisition of Central Business Centre Zebbug, the Central Business Centre Gudja and the
Central Business Centre St. Julian's for total of €16,100,000.
These subordinated loans, apart from the €250,000, were waived in 2021.
32
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
15. CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash in hand, balances with banks and short term treasury bills with a
maturity date of 3 months and which will mature between a few days and three months. Cash and cash
equivalents included in the statement of cash flows reconcile to the amounts shown in the statement of
financial position as follows:
2025
€
2024
€
Cash in hand 394 109
Cash at banks 847,704 269,033
Treasury bills 250,000 550,000
1,098,098 819,142
Included with the bank balances is a restricted amount of €35,688 (2024: €35,688) which is pledged as
security against guarantees issued in favour of a third party (Note 25).
16. SHARE CAPITAL
2025
€
2024
€
Authorised
500,000 (2024: 250,000) ordinary shares of €1 each 500,000 250,000
Issued and fully paid
250,000 ordinary shares of €1 each 250,000 250,000
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are
entitled to one vote per share at meetings of the Company. All shares rank equally with regard to the
Company's residual assets.
On 4 July 2025, the shareholders of the Company approved an increase in the authorised share capital from
€250,000, divided into 250,000 ordinary shares of nominal value €1.00 each, to €500,000, divided into
500,000 ordinary shares of nominal value €1.00 each.
17. CAPITAL RESERVE
2025
€
2024
€
Other capital reserves 15,850,000 15,850,000
Subordinated loan 250,000 250,000
16,100,000 16,100,000
In 2014, 2017 and 2018, the Company entered into various subordinated loans with related parties to partly
finance the acquisition of Central Business Centre Zebbug, the Central Business Centre Gudja and the
Central Business Centre St. Julian's for total of €16,100,000.
These subordinated loans, apart from the €250,000, were waived in 2021.
32
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
18. EARNINGS PER SHARE
Earnings per share is calculated by dividing the profit attributable to owners of the Company by the weighted
average number of ordinary shares in issue during the period.
2025 2024
Profit for the year € 966,312 € 3,480,652
Weighted average number of ordinary shares in issue 250,000 250,000
Earnings per share € 3.87 € 13.92
There is no difference between the basic and diluted earnings per share as the Company has no potential
dilutive ordinary shares.
19. BORROWINGS
Current
2025
€
2024
€
Bonds 2025 - 2,967,204
Zero coupon callable notes - 3,052,686
- 6,019,890
Non-current
Bonds 2027 5,977,044 5,962,750
Bonds 2033 20,777,494 20,755,560
Bonds 2035 12,928,547 -
39,683,085 26,718,310
The interest rate exposure of the Company's borrowings are as follows:
2025 2024
€3,000,000 Unsecured bonds maturing 2025 - 5.25%
€6,000,000 Unsecured bonds maturing 2027 4.40% 4.40%
€21,000,000 Unsecured bonds maturing 2027-2033 4.00% 4.00%
€13,250,000 Unsecured bonds maturing 2030-2035 5.70% -
The bonds are measured at the amount of net proceeds adjusted for the amortisation of the difference
between the net proceeds and the redemption value of the bonds using the effective interest method as
follows:
2025
€
2024
€
Bonds outstanding
Original face value of bonds issued 40,250,000 33,224,000
Gross amount of bond issue costs (761,872) (557,606)
Net proceeds from issuance 39,488,128 32,666,394
33
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
18. EARNINGS PER SHARE
Earnings per share is calculated by dividing the profit attributable to owners of the Company by the weighted
average number of ordinary shares in issue during the period.
2025 2024
Profit for the year € 966,312 € 3,480,652
Weighted average number of ordinary shares in issue 250,000 250,000
Earnings per share € 3.87 € 13.92
There is no difference between the basic and diluted earnings per share as the Company has no potential
dilutive ordinary shares.
19. BORROWINGS
Current
2025
€
2024
€
Bonds 2025 - 2,967,204
Zero coupon callable notes - 3,052,686
- 6,019,890
Non-current
Bonds 2027 5,977,044 5,962,750
Bonds 2033 20,777,494 20,755,560
Bonds 2035 12,928,547 -
39,683,085 26,718,310
The interest rate exposure of the Company's borrowings are as follows:
2025 2024
€3,000,000 Unsecured bonds maturing 2025 - 5.25%
€6,000,000 Unsecured bonds maturing 2027 4.40% 4.40%
€21,000,000 Unsecured bonds maturing 2027-2033 4.00% 4.00%
€13,250,000 Unsecured bonds maturing 2030-2035 5.70% -
The bonds are measured at the amount of net proceeds adjusted for the amortisation of the difference
between the net proceeds and the redemption value of the bonds using the effective interest method as
follows:
2025
€
2024
€
Bonds outstanding
Original face value of bonds issued 40,250,000 33,224,000
Gross amount of bond issue costs (761,872) (557,606)
Net proceeds from issuance 39,488,128 32,666,394
33
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
19. BORROWINGS - continued
2025
€
2024
€
Amortisation of gross amount of bond issue costs:
Accumulated amortisation at beginning of year 228,731 165,297
Amortisation charge for the year 242,150 63,461
Release of bond issue costs on repaid bond (275,924) (27)
Accumulated amortisation at end of year 194,957 228,731
Unamortised bond issue costs 566,915 (328,875)
Gross amount of discount on zero coupon callable notes - (217,750)
Amortisation of discount - 60,825
Unamortised discount on zero coupon callable notes - (156,925)
Amortised cost and closing carrying amount 39,683,085 32,738,200
The bonds are all listed on the Malta Stock Exchange. They were issued at par value, with interest payable
annually in arrears.
During the comparative period, the Company issued an Offering Document for €3,250,000 Zero Coupon
Unsecured Callable Notes issued at a discount and maturing in 2025, which were fully subscribed.
During the year the Malta Financial Services Authority approved another Bond Issuance Programme of up
to €30,000,000 and a first tranche of €13,250,000 under the Programme was issued which was fully
subscribed.
The proceeds from the bond were utilised for the acquisition of the Central Business Centre Qormi and for
the repayment of the bonds and callable notes which matured during the year.
2025
€
2024
€
Borrowings as at 1 January 32,738,200 29,648,248
Zero coupon callable notes - 3,250,000
Additional bond issue costs (323,265) (60,584)
Issuance of bonds 2035 13,250,000 -
Amortisation of bond issue costs 242,150 63,461
Repayment of bonds (6,224,000) (6,000)
Gross amount of discount on zero coupon callable notes - (217,750)
Amortisation of discount - 60,825
Borrowings as at 31 December 39,683,085 32,738,200
34
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
19. BORROWINGS - continued
2025
€
2024
€
Amortisation of gross amount of bond issue costs:
Accumulated amortisation at beginning of year 228,731 165,297
Amortisation charge for the year 242,150 63,461
Release of bond issue costs on repaid bond (275,924) (27)
Accumulated amortisation at end of year 194,957 228,731
Unamortised bond issue costs 566,915 (328,875)
Gross amount of discount on zero coupon callable notes - (217,750)
Amortisation of discount - 60,825
Unamortised discount on zero coupon callable notes - (156,925)
Amortised cost and closing carrying amount 39,683,085 32,738,200
The bonds are all listed on the Malta Stock Exchange. They were issued at par value, with interest payable
annually in arrears.
During the comparative period, the Company issued an Offering Document for €3,250,000 Zero Coupon
Unsecured Callable Notes issued at a discount and maturing in 2025, which were fully subscribed.
During the year the Malta Financial Services Authority approved another Bond Issuance Programme of up
to €30,000,000 and a first tranche of €13,250,000 under the Programme was issued which was fully
subscribed.
The proceeds from the bond were utilised for the acquisition of the Central Business Centre Qormi and for
the repayment of the bonds and callable notes which matured during the year.
2025
€
2024
€
Borrowings as at 1 January 32,738,200 29,648,248
Zero coupon callable notes - 3,250,000
Additional bond issue costs (323,265) (60,584)
Issuance of bonds 2035 13,250,000 -
Amortisation of bond issue costs 242,150 63,461
Repayment of bonds (6,224,000) (6,000)
Gross amount of discount on zero coupon callable notes - (217,750)
Amortisation of discount - 60,825
Borrowings as at 31 December 39,683,085 32,738,200
34
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
20. LEASE LIABILITIES
2025
€
2024
€
Gross lease payments:
Due after more than five years 3,423,353 9,722,103
Due after one year but within five years 7,104,736 1,041,431
Due within one year 275,244 252,630
10,803,333 11,016,164
Discounting (5,532,850) (5,711,992)
Lease liabilities 5,270,483 5,304,172
Movements in lease liabilities during the year are as follows:
2025
€
2024
€
At 1 January 5,304,172 5,353,837
Interest expense 218,944 217,988
Lease payments (252,633) (89,798)
Lease modification - (177,855)
At December 31 5,270,483 5,304,172
Under the terms of lease agreements, no contingent rents are payable.
21. DEFERRED TAX LIABILITIES
2025
€
2024
€
Effect of fair value movement on investment property 7,643,630 6,950,000
Right-of-use assets 1,818,586 1,818,586
9,462,216 8,768,586
Deferred income taxes are calculated on all temporary differences under the liability method using a
principal rate of 35%. The balance as at 31 December represents:
2025
€
2024
€
Tax effect of temporary differences arising from:
- Recognition of deferred tax liability on right-of-use assets 1,818,586 1,818,586
- Movement of investment property fair value 7,643,630 6,950,000
9,462,216 8,768,586
The recognised deferred tax assets and liabilities are expected to be recovered or settled principally after
more than twelve months.
35
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
20. LEASE LIABILITIES
2025
€
2024
€
Gross lease payments:
Due after more than five years 3,423,353 9,722,103
Due after one year but within five years 7,104,736 1,041,431
Due within one year 275,244 252,630
10,803,333 11,016,164
Discounting (5,532,850) (5,711,992)
Lease liabilities 5,270,483 5,304,172
Movements in lease liabilities during the year are as follows:
2025
€
2024
€
At 1 January 5,304,172 5,353,837
Interest expense 218,944 217,988
Lease payments (252,633) (89,798)
Lease modification - (177,855)
At December 31 5,270,483 5,304,172
Under the terms of lease agreements, no contingent rents are payable.
21. DEFERRED TAX LIABILITIES
2025
€
2024
€
Effect of fair value movement on investment property 7,643,630 6,950,000
Right-of-use assets 1,818,586 1,818,586
9,462,216 8,768,586
Deferred income taxes are calculated on all temporary differences under the liability method using a
principal rate of 35%. The balance as at 31 December represents:
2025
€
2024
€
Tax effect of temporary differences arising from:
- Recognition of deferred tax liability on right-of-use assets 1,818,586 1,818,586
- Movement of investment property fair value 7,643,630 6,950,000
9,462,216 8,768,586
The recognised deferred tax assets and liabilities are expected to be recovered or settled principally after
more than twelve months.
35
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
22. TRADE AND OTHER PAYABLES
Non-current
2025
€
2024
€
Lease deposits 91,250 135,717
Current
2025
€
2024
€
Trade payables 83,369 114,737
Capital creditor 2,250,000 2,250,000
Deposits 303,817 175,212
VAT payable 23,335 32,536
Deferred income 380,618 408,033
Accruals 10,650 10,801
Bond interest payable (Note 19) 307,308 249,371
3,359,097 3,240,690
The capital creditor is secured by a special hypothec and a special privilege on the property acquired, and is
subject to 6% interest per annum.
23. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES
The table below details the changes in the Company’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 Company’s statement of cash flows as cash flows from
financing activities.
Balance at
01.01.2025
€
Cash flows
used in
financing
activities
€
Non-cash
changes
€
Balance at
31.12.2025
€
Borrowings (Note 19) 32,738,200 6,702,735 242,150 39,683,085
Balance at
01.01.2024
€
Cash flows
used in
financing
activities
€
Non-cash
changes
€
Balance at
31.12.2024
€
Borrowings (Note 19) 29,648,248 2,965,665 124,287 32,738,200
36
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
22. TRADE AND OTHER PAYABLES
Non-current
2025
€
2024
€
Lease deposits 91,250 135,717
Current
2025
€
2024
€
Trade payables 83,369 114,737
Capital creditor 2,250,000 2,250,000
Deposits 303,817 175,212
VAT payable 23,335 32,536
Deferred income 380,618 408,033
Accruals 10,650 10,801
Bond interest payable (Note 19) 307,308 249,371
3,359,097 3,240,690
The capital creditor is secured by a special hypothec and a special privilege on the property acquired, and is
subject to 6% interest per annum.
23. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES
The table below details the changes in the Company’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 Company’s statement of cash flows as cash flows from
financing activities.
Balance at
01.01.2025
€
Cash flows
used in
financing
activities
€
Non-cash
changes
€
Balance at
31.12.2025
€
Borrowings (Note 19) 32,738,200 6,702,735 242,150 39,683,085
Balance at
01.01.2024
€
Cash flows
used in
financing
activities
€
Non-cash
changes
€
Balance at
31.12.2024
€
Borrowings (Note 19) 29,648,248 2,965,665 124,287 32,738,200
36
CENTRAL BUSINESS CENTRES p.l.c.
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
24. RELATED PARTY TRANSACTIONS
The companies forming part of the S.M.W. Cortis Limited Group are considered by the directors to be
related parties as these companies are under a common directorship of Mr. Joseph Cortis. All members of
the Cortis family are deemed to be related parties.
The following transactions were carried out with related parties:
2025
€
2024
€
Lease payments 50,000 50,000
Maintenance fees 100,414 88,648
Administration and management fees 64,955 47,145
Directors' remuneration 15,500 14,500
Chief Executive Officer's fees 30,000 30,000
On 02 May 2025, the directors declared a net dividend of €2,756 (2024: €2,625).
In 2023, the Company entered into two contracts of lease with S.M.W. Cortis Limited, a related party within
the Cortis Group, for two portions of land with a lease term of 30 years.
25. CONTINGENT LIABILITIES
As at 31 December 2025, the Company has provided guarantees amounting to €35,688 (2024: €35,688) in
favour of a third party.
37
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
24. RELATED PARTY TRANSACTIONS
The companies forming part of the S.M.W. Cortis Limited Group are considered by the directors to be
related parties as these companies are under a common directorship of Mr. Joseph Cortis. All members of
the Cortis family are deemed to be related parties.
The following transactions were carried out with related parties:
2025
€
2024
€
Lease payments 50,000 50,000
Maintenance fees 100,414 88,648
Administration and management fees 64,955 47,145
Directors' remuneration 15,500 14,500
Chief Executive Officer's fees 30,000 30,000
On 02 May 2025, the directors declared a net dividend of €2,756 (2024: €2,625).
In 2023, the Company entered into two contracts of lease with S.M.W. Cortis Limited, a related party within
the Cortis Group, for two portions of land with a lease term of 30 years.
25. CONTINGENT LIABILITIES
As at 31 December 2025, the Company has provided guarantees amounting to €35,688 (2024: €35,688) in
favour of a third party.
37
RSM
RSM Malta
Mdina Road,
Haz-Zebbug, Malta
ZBG 9015
T:+356 2278 7000
www.rsm.com.mt
INDEPENDENT AUDITORS' REPORT
To the Shareholders of Central Business Centres p.l.c.
Report on the Audit of the Financial Statements
Opinion
We have audited the accompanying financial statements of Central Business Centres p.l.c. ("the
Company") , set out on pages 13 - 37, which comprise the statement of financial position as at 31
December 2025, the statement of comprehensive income, statement of changes in equity and
statement of cash flows for the year then ended, and notes to the financial statements, including a
summary of material accounting policy information.
In our opinion, the financial statements give a true and fair view of the financial position of the
Company as at 31 December 2025, and of its financial performance and its cash flows for the year
then ended in accordance with International Financial Reporting Standards (IFRS Accounting
Standards) as adopted by the European Union (EU) , and have been properly prepared in accordance
with the requirements of the Maltese Companies Act (Cap. 386) .
Our opinion is consistent with our additional report to the Audit Committee in accordance with the
provision of Article 11 of the EU Regulation No. 537/2014 on specific requirements regarding statutory
audits of public-interest entities.
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 Auditors9 Responsibilities for the
Audit of the Financial Statements section of our report. We are independent of the Company in
accordance with the ethical requirements of both the International Ethics Standards Board for
Accountants9 International Code of Ethics for Professional Accountants (including International
Independence Standards) (IESBA Code) and the Accountancy Profession (Code of Ethics for Warrant
Holders) Directive issued in terms of the Accountancy Profession Act (Cap. 281) in Malta that are
relevant to our audit of the financial statements, and we have fulfilled our other ethical responsibilities
in accordance with the IESBA Code and the Code of Ethics for Warrant Holders in Malta. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
To the best of our knowledge and belief, we declare that the non-audit services that we have provided
to the Company are in accordance with the applicable laws and regulations in Malta and that we have
not provided non-audit services that are prohibited under Article 18A of the Accountancy Profession
Act (Cap. 281) . The non-audit services that we have provided to the Company for the year ended 31
December 2025 are disclosed in Note 6 to the financial statements.
THE POWER OF BEING UNDERSTOOD
ASSURANCE | TAX | CONSULTING
RSM Malta is a member of the RSM network and trades as RSM. RSMIs the trading name used by the members of 88am network.
Each member of the RSM network is an independent accounting and consulting firm which practices in its own right.
The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Malta
Mdina Road,
Haz-Zebbug, Malta
ZBG 9015
T:+356 2278 7000
www.rsm.com.mt
INDEPENDENT AUDITORS' REPORT
To the Shareholders of Central Business Centres p.l.c.
Report on the Audit of the Financial Statements
Opinion
We have audited the accompanying financial statements of Central Business Centres p.l.c. ("the
Company") , set out on pages 13 - 37, which comprise the statement of financial position as at 31
December 2025, the statement of comprehensive income, statement of changes in equity and
statement of cash flows for the year then ended, and notes to the financial statements, including a
summary of material accounting policy information.
In our opinion, the financial statements give a true and fair view of the financial position of the
Company as at 31 December 2025, and of its financial performance and its cash flows for the year
then ended in accordance with International Financial Reporting Standards (IFRS Accounting
Standards) as adopted by the European Union (EU) , and have been properly prepared in accordance
with the requirements of the Maltese Companies Act (Cap. 386) .
Our opinion is consistent with our additional report to the Audit Committee in accordance with the
provision of Article 11 of the EU Regulation No. 537/2014 on specific requirements regarding statutory
audits of public-interest entities.
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 Auditors9 Responsibilities for the
Audit of the Financial Statements section of our report. We are independent of the Company in
accordance with the ethical requirements of both the International Ethics Standards Board for
Accountants9 International Code of Ethics for Professional Accountants (including International
Independence Standards) (IESBA Code) and the Accountancy Profession (Code of Ethics for Warrant
Holders) Directive issued in terms of the Accountancy Profession Act (Cap. 281) in Malta that are
relevant to our audit of the financial statements, and we have fulfilled our other ethical responsibilities
in accordance with the IESBA Code and the Code of Ethics for Warrant Holders in Malta. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
To the best of our knowledge and belief, we declare that the non-audit services that we have provided
to the Company are in accordance with the applicable laws and regulations in Malta and that we have
not provided non-audit services that are prohibited under Article 18A of the Accountancy Profession
Act (Cap. 281) . The non-audit services that we have provided to the Company for the year ended 31
December 2025 are disclosed in Note 6 to the financial statements.
THE POWER OF BEING UNDERSTOOD
ASSURANCE | TAX | CONSULTING
RSM Malta is a member of the RSM network and trades as RSM. RSMIs the trading name used by the members of 88am network.
Each member of the RSM network is an independent accounting and consulting firm which practices in its own right.
The RSM network is not itself a separate legal entity in any jurisdiction.
RSM
INDEPENDENT AUDITORS' REPORT - continued
To the Shareholders of Central Business Centres p.l.c.
Report on the Audit of the Financial Statements - continued
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current period. These matters were 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 these matters.
Valuation of investment properties
The carrying amount of investment property in the statement of financial position represents the value
of the land, development and borrowing costs attributable to commercial blocks located in Zebbug,
Gudja, St. Julian's, Valletta, Mriehel and Qormi, which are either held for lease or property under
development as at 31 December 2025. It also includes the right-of-use asset in relation to the
temporary emphyteusis of the leasehold land classified as investment property.
The properties were revalued by a professionally qualified valuer. Valuations were made on the basis
of open market value taking cognisance of the specific location of the property, the size of the site
together with its development potential, the availability of similar properties in the area, and whenever
possible, having regard to recent market transactions for similar properties in the same location.
Valuation of the Company's property portfolio is inherently subjective principally due to the judgemental
nature of the factors mentioned above. The significance of the estimates and judgements involved,
coupled with the fact that a small percentage difference in individual property valuations, when
aggregated, could result in a material misstatement, warrants specific audit focus in this area.
Further disclosure is included in the Note 11 to these financial statements.
Audit response
We understood and evaluated the assessment performed by management to ascertain the fair value of
investment property.
Our audit procedures included assessing the objectivity, independence, competence and capabilities of
the external valuer and reviewing the property information in the valuation reports prepared by the third
party qualified valuer.
We involved our valuation specialists to recompute the valuation of the properties taking into account
the rental income on secured contracts and where necessary, market rental rates compared to similar
properties.
We have traced the final deed of sale in relation to the newly acquired property.
We concluded, based on our audit work, that the outcome of the assessment is reasonable.
In addition, we reviewed the adequacy of disclosures made in Note 11 to these financialpstat
and concluded that these are adequate.
39
INDEPENDENT AUDITORS' REPORT - continued
To the Shareholders of Central Business Centres p.l.c.
Report on the Audit of the Financial Statements - continued
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current period. These matters were 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 these matters.
Valuation of investment properties
The carrying amount of investment property in the statement of financial position represents the value
of the land, development and borrowing costs attributable to commercial blocks located in Zebbug,
Gudja, St. Julian's, Valletta, Mriehel and Qormi, which are either held for lease or property under
development as at 31 December 2025. It also includes the right-of-use asset in relation to the
temporary emphyteusis of the leasehold land classified as investment property.
The properties were revalued by a professionally qualified valuer. Valuations were made on the basis
of open market value taking cognisance of the specific location of the property, the size of the site
together with its development potential, the availability of similar properties in the area, and whenever
possible, having regard to recent market transactions for similar properties in the same location.
Valuation of the Company's property portfolio is inherently subjective principally due to the judgemental
nature of the factors mentioned above. The significance of the estimates and judgements involved,
coupled with the fact that a small percentage difference in individual property valuations, when
aggregated, could result in a material misstatement, warrants specific audit focus in this area.
Further disclosure is included in the Note 11 to these financial statements.
Audit response
We understood and evaluated the assessment performed by management to ascertain the fair value of
investment property.
Our audit procedures included assessing the objectivity, independence, competence and capabilities of
the external valuer and reviewing the property information in the valuation reports prepared by the third
party qualified valuer.
We involved our valuation specialists to recompute the valuation of the properties taking into account
the rental income on secured contracts and where necessary, market rental rates compared to similar
properties.
We have traced the final deed of sale in relation to the newly acquired property.
We concluded, based on our audit work, that the outcome of the assessment is reasonable.
In addition, we reviewed the adequacy of disclosures made in Note 11 to these financialpstat
and concluded that these are adequate.
39
RSM
INDEPENDENT AUDITORS' REPORT - continued
To the Shareholders of Central Business Centres p.l.c.
Report on the Audit of the Financial Statements - continued
Other Information
The directors are responsible for the other information. The other information comprises the general
information, the directors9 report and the corporate governance - statement of compliance, but does
not include the financial statements and our auditor's report thereon. Our opinion on the financial
statements does not cover the other information and we do not express any form of assurance
conclusion thereon except as explicitly stated within the Report on Other Legal and Regulatory
Requirements.
In connection with our audit of the financial statements, our responsibility is to read the other
information identified above 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 on the other information that we
have obtained prior to the date of this auditor's report, 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.
Under Article 179(3) of the Maltese Companies Act (Cap. 386) , we are required to consider whether
the information given in the directors9 report is compliant with the disclosure requirements of Article 177
of the same Act.
Based on the work we have performed, in our opinion:
e the directors9 report has been prepared in accordance with the Maltese Companies Act (Cap.
386) ;
° the information given in the directors9 report for the financial year for which the financial
statements are prepared is consistent with the financial statements; and
° in light of our knowledge and understanding of the Company and its environment obtained in
the course of the audit, we have not identified material misstatements in the directors9 report.
Responsibilities of the Directors and those charged with governance for the Financial
Statements
The directors are responsible for the preparation of financial statements that give a true and fair view in
accordance with IFRS Accounting Standards as adopted by the EU and the requirements of the
Maltese Companies Act (Cap. 386) , and for such internal control as the directors determine is
necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company's ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to liquidate the Company or to
cease operations, or have no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting
process.
40
INDEPENDENT AUDITORS' REPORT - continued
To the Shareholders of Central Business Centres p.l.c.
Report on the Audit of the Financial Statements - continued
Other Information
The directors are responsible for the other information. The other information comprises the general
information, the directors9 report and the corporate governance - statement of compliance, but does
not include the financial statements and our auditor's report thereon. Our opinion on the financial
statements does not cover the other information and we do not express any form of assurance
conclusion thereon except as explicitly stated within the Report on Other Legal and Regulatory
Requirements.
In connection with our audit of the financial statements, our responsibility is to read the other
information identified above 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 on the other information that we
have obtained prior to the date of this auditor's report, 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.
Under Article 179(3) of the Maltese Companies Act (Cap. 386) , we are required to consider whether
the information given in the directors9 report is compliant with the disclosure requirements of Article 177
of the same Act.
Based on the work we have performed, in our opinion:
e the directors9 report has been prepared in accordance with the Maltese Companies Act (Cap.
386) ;
° the information given in the directors9 report for the financial year for which the financial
statements are prepared is consistent with the financial statements; and
° in light of our knowledge and understanding of the Company and its environment obtained in
the course of the audit, we have not identified material misstatements in the directors9 report.
Responsibilities of the Directors and those charged with governance for the Financial
Statements
The directors are responsible for the preparation of financial statements that give a true and fair view in
accordance with IFRS Accounting Standards as adopted by the EU and the requirements of the
Maltese Companies Act (Cap. 386) , and for such internal control as the directors determine is
necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company's ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to liquidate the Company or to
cease operations, or have no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting
process.
40
RSM
INDEPENDENT AUDITORS9 REPORT - continued
To the Shareholders of Central Business Centres p.l.c.
Report on the Audit of the Financial Statements - continued
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain
professional scepticism throughout the audit. We also:
e Identify and assess the risks of material misstatement of the financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
° Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control.
° Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the directors.
° Conclude on the appropriateness of the directors9 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 Company9s 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 Company to cease to continue as a going concern.
° Evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions
and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where
related safeguards.
41
INDEPENDENT AUDITORS9 REPORT - continued
To the Shareholders of Central Business Centres p.l.c.
Report on the Audit of the Financial Statements - continued
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain
professional scepticism throughout the audit. We also:
e Identify and assess the risks of material misstatement of the financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
° Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control.
° Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the directors.
° Conclude on the appropriateness of the directors9 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 Company9s 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 Company to cease to continue as a going concern.
° Evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions
and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where
related safeguards.
41
RSM
INDEPENDENT AUDITORS' REPORT - continued
To the Shareholders of Central Business Centres p.l.c.
Report on the Audit of the Financial Statements - continued
Auditor's Responsibilities for the Audit of the Financial Statements - continued
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the financial statements of the current period and are therefore
the key audit matters. We describe these matters in our 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 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 the Statement of Compliance with the Code of Principles of Good Corporate
Governance
The Capital Markets Rules issued by the Malta Financial Services Authority require the directors to
prepare and include in their Annual Financial Report a Statement of Compliance providing an
explanation of the extent to which they have adopted the Code of Principles of Good Corporate
Governance and the effective measures that they have taken to ensure compliance throughout the
accounting period with those principles. The Capital Markets Rules also require the auditor to include a
report on the Statement of Compliance prepared by the directors.
We read the Statement of Compliance and consider the implications for our report if we become aware
of any apparent misstatements or material inconsistencies with the financial statements included in the
Annual Financial IReport. Our responsibilities do not extend to considering whether this statement is
consistent with any other information included in the Annual Financial Report.
We are not required to and we do not, consider whether the Board's statements on internal control
included in the Statement of Compliance cover all risks and controls, or form an opinion on the
effectiveness of the Company's corporate governance procedures or its risk and control procedures. In
our opinion, the Statement of Compliance set out on page 7 to 10 has been properly prepared in
accordance with the requirements of the Capital Markets Rules issued by the Malta Financial Services
Authority.
42
INDEPENDENT AUDITORS' REPORT - continued
To the Shareholders of Central Business Centres p.l.c.
Report on the Audit of the Financial Statements - continued
Auditor's Responsibilities for the Audit of the Financial Statements - continued
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the financial statements of the current period and are therefore
the key audit matters. We describe these matters in our 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 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 the Statement of Compliance with the Code of Principles of Good Corporate
Governance
The Capital Markets Rules issued by the Malta Financial Services Authority require the directors to
prepare and include in their Annual Financial Report a Statement of Compliance providing an
explanation of the extent to which they have adopted the Code of Principles of Good Corporate
Governance and the effective measures that they have taken to ensure compliance throughout the
accounting period with those principles. The Capital Markets Rules also require the auditor to include a
report on the Statement of Compliance prepared by the directors.
We read the Statement of Compliance and consider the implications for our report if we become aware
of any apparent misstatements or material inconsistencies with the financial statements included in the
Annual Financial IReport. Our responsibilities do not extend to considering whether this statement is
consistent with any other information included in the Annual Financial Report.
We are not required to and we do not, consider whether the Board's statements on internal control
included in the Statement of Compliance cover all risks and controls, or form an opinion on the
effectiveness of the Company's corporate governance procedures or its risk and control procedures. In
our opinion, the Statement of Compliance set out on page 7 to 10 has been properly prepared in
accordance with the requirements of the Capital Markets Rules issued by the Malta Financial Services
Authority.
42
RSM
INDEPENDENT AUDITORS' REPORT - continued
To the Shareholders of Central Business Centres p.l.c.
Report on Other Legal and Regulatory Requirements - continued
Report on compliance with the requirements of the European Single Electronic Format
Regulatory Technical Standard (the <ESEF RTS=) , by reference to Capital Markets Rule 5.55.6
We have undertaken a reasonable assurance engagement in accordance with the requirements of
Directive 6 issued by the Accountancy Board in terms of the Accountancy Profession Act (Cap. 281) -
the Accountancy Profession (European Single Electronic Format) Assurance Directive (the <ESEF
Directive 6") on the annual financial report of Central Business Centres p.l.c. for the year ended 31
December 2025, entirely prepared in a single electronic reporting format.
Responsibilities of the directors
The directors are responsible for the preparation of the annual financial report, including the financial
statements, by reference to Capital Markets Rule 5.56A, in accordance with the requirements of the
ESEF RTS.
Auditor's responsibilities
Our responsibility is to obtain reasonable assurance about whether the annual financial report,
including the financial statements, complies in all material respects with the ESEF RTS based on the
evidence we have obtained. We conducted our reasonable assurance engagement in accordance with
the requirements of ESEF Directive 6.
Our procedures included:
e Obtaining an understanding of the entity's financial reporting process, including the preparation of
the annual financial report, in XHTML format.
e Examining whether the annual financial report has been prepared in XHTML format.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Opinion
In our opinion, the annual financial report for the year ended 31 December 2025 has been prepared in
XHTML format in all material respects.
43
INDEPENDENT AUDITORS' REPORT - continued
To the Shareholders of Central Business Centres p.l.c.
Report on Other Legal and Regulatory Requirements - continued
Report on compliance with the requirements of the European Single Electronic Format
Regulatory Technical Standard (the <ESEF RTS=) , by reference to Capital Markets Rule 5.55.6
We have undertaken a reasonable assurance engagement in accordance with the requirements of
Directive 6 issued by the Accountancy Board in terms of the Accountancy Profession Act (Cap. 281) -
the Accountancy Profession (European Single Electronic Format) Assurance Directive (the <ESEF
Directive 6") on the annual financial report of Central Business Centres p.l.c. for the year ended 31
December 2025, entirely prepared in a single electronic reporting format.
Responsibilities of the directors
The directors are responsible for the preparation of the annual financial report, including the financial
statements, by reference to Capital Markets Rule 5.56A, in accordance with the requirements of the
ESEF RTS.
Auditor's responsibilities
Our responsibility is to obtain reasonable assurance about whether the annual financial report,
including the financial statements, complies in all material respects with the ESEF RTS based on the
evidence we have obtained. We conducted our reasonable assurance engagement in accordance with
the requirements of ESEF Directive 6.
Our procedures included:
e Obtaining an understanding of the entity's financial reporting process, including the preparation of
the annual financial report, in XHTML format.
e Examining whether the annual financial report has been prepared in XHTML format.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Opinion
In our opinion, the annual financial report for the year ended 31 December 2025 has been prepared in
XHTML format in all material respects.
43
RSM
INDEPENDENT AUDITORS' REPORT - continued
To the Shareholders of Central Business Centres p.I.c.
Report on other legal and regulatory requirements - continued
Other matters on which we are required to report by exception
Under the Maltese Companies Act (Cap. 386) , we are required to report to you if, in our opinion:
e proper accounting records have not been kept; or
e proper returns adequate for our have not been received from branches we have not visited; or
e the financial statements are not in agreement with the accounting records and returns; or
e we were unable to obtain all the information and explanations which, to the best of our knowledge
and belief, are necessary for the purposes of our audit.
We also have responsibilities under the Capital Markets Rules to review the statement made by the
directors that the business is a going concern together with supporting assumptions or qualifications as
necessary.
We have nothing to report to you in respect of these responsibilities.
Appointment
We were first appointed to act as statutory auditors of the Company by the shareholders of the
Company on 13 November 2020 for the year ended 31 December 2020, and we were subsequently
reappointed by the shareholders at the Company's general meeting for the financial years thereafter.
The period of uninterrupted engagement as statutory auditor of the Company is six financial years.
RSM Malta
Registered Auditors
Mdina Road
Zebbug ZBG 9015
Malta
Roberta West Falzon
Principal
17 April 2026
44
INDEPENDENT AUDITORS' REPORT - continued
To the Shareholders of Central Business Centres p.I.c.
Report on other legal and regulatory requirements - continued
Other matters on which we are required to report by exception
Under the Maltese Companies Act (Cap. 386) , we are required to report to you if, in our opinion:
e proper accounting records have not been kept; or
e proper returns adequate for our have not been received from branches we have not visited; or
e the financial statements are not in agreement with the accounting records and returns; or
e we were unable to obtain all the information and explanations which, to the best of our knowledge
and belief, are necessary for the purposes of our audit.
We also have responsibilities under the Capital Markets Rules to review the statement made by the
directors that the business is a going concern together with supporting assumptions or qualifications as
necessary.
We have nothing to report to you in respect of these responsibilities.
Appointment
We were first appointed to act as statutory auditors of the Company by the shareholders of the
Company on 13 November 2020 for the year ended 31 December 2020, and we were subsequently
reappointed by the shareholders at the Company's general meeting for the financial years thereafter.
The period of uninterrupted engagement as statutory auditor of the Company is six financial years.
RSM Malta
Registered Auditors
Mdina Road
Zebbug ZBG 9015
Malta
Roberta West Falzon
Principal
17 April 2026
44