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HH Finance p.l.c.

Report and Consolidated Financial Statements

For the year ended 31 December 2025

 

 

 

 

 

       Company registration number: C 84461

 

Contents

Directors’ report

Statement of Compliance with the Principles of Good Corporate Governance  

Statements of profit or loss and other comprehensive income  

Statements of financial position  

Statement of changes in equity – the group  

Statement of changes in equity – the company  

Statements of cash flow

Notes to the consolidated financial statements  

 

 

 

 

Directors’ report

The directors present their report and the audited consolidated financial statements for the year ended 31 December 2025.

Principal activities

HH Finance p.l.c. (the “ Company ”) was registered on 17 January 2018 as a public limited liability company.

The HH Finance Group (the “ Group ”) currently consists of the following entities:

The Company, being the holding company of the Group, which owns the totality of the shares in its asset holding subsidiary, All Round Entertainment Ind. Ltd. (C-34949), which the Company acquired in July 2025 as a result of a corporate reorganisation. Moreover, the Company owns assets of the Group in its own right, namely the H Hotel, located in St Julian’s, Malta;

All Round Entertainment Ind. Ltd., a fully owned direct subsidiary of the Company, which owns practically all the immovable assets of the Group (except for the H Hotel which is currently directly owned by the Company) and the said Group’s intellectual property assets.

The principal activity of the Company is to act as the holding company and primary finance arm of the Group, principally by raising finance and advancing those funds to related companies.  Following the 2025 corporate restructuring, the Group’s activities operate across two distinct sectors:

Real Estate Management : The ownership, long-term investment, and leasing of prime commercial real estate, specifically the H Hotel and the diverse portfolio of properties held by All Round Entertainment Ind. Ltd..

Intellectual Property : The ownership, development, protection, and licensing of the Group's Intellectual Property Assets to related operational companies.

The Group's ultimate objective is to proactively manage its diversified asset base to maximize long-term capital growth, optimize returns on investment, and facilitate further strategic growth within the wider Lifetime Group.

Performance review

The Group generated a total revenue of € 3,475,700 during 2025.

As mentioned above, in July 2025, as part of a comprehensive wider corporate restructuring within the ultimate parent group, the Company acquired 100% of the issued share capital of All Round Entertainment Ind. Ltd. for a consideration of € 67.15 million.  This strategic acquisition was transformative, successfully consolidating the Group's real estate portfolio directly under HH Finance p.l.c. This consolidation was a critical preparatory step that secured the robust asset base required to collateralize the €24.13 million 5.2% Secured Bonds 2035. Gain from revaluation of investment property amounted to € 64,800,514, following the revaluation of the Company’s property and all properties owned by its subsidiary. The Group’s net profit after tax amounted to € 57,577,227.

The Company’s operating income is mainly derived from the leasing of its investment property to a fellow subsidiary to be managed as a hotel. In November 2025, the Company strategically amended the operating lease arrangements for its primary investment properties. The Group transitioned from a traditional fixed annual rent model to a dynamic, variable rent model equivalent to 10% of the lessee's monthly revenue. This realignment ensures that the Company directly participates in the robust performance and upward trajectory of the underlying hotel and hospitality operations. As a direct accounting consequence of this transition, straight-line recognition of rental income is no longer applicable under IFRS 16. Therefore, previously recognised non-cash accrued rental income was reversed. This resulted in a one-off accounting loss on accrued rental income of €1,803,855. The Board emphasises that this reversal is purely a non-cash accounting adjustment reflecting the new IFRS 16 treatment of variable leases, and it does not negatively impact the Group's underlying liquidity, asset yields, or operational cash flows.

The Company’s total revenue for the year amounted to € 1,770,443 (2024: € 2,070,905) and finance costs amounted to € 459,686 (2024: € 1,269,786). Administrative expenses amounted to € 123,077 (2024: € 92,151). The Company’s net profit after tax for the year amounted to € 1,830,693 (2024: € 711,671).

The Company’s earnings per share for the year under review amount to € 7.79 (2024: € 4.74). This comprises the profit attributable to ordinary shareholders divided by the average number of shares in issue during the year.

The Group’s total equity amounted to € 29,041,485. The Company’s total equity as at year-end amounted to € 17,735,316, an increase of € 1,930,693 over the previous year (2024: € 15,804,623).

During the year under review, the Company executed a major debt restructuring exercise designed to secure long-term financing and optimize its capital structure. On 28 October 2025, the Company successfully issued an aggregate principal amount of €24,129,700 5.2% Secured Bonds, maturing in 2035. The proceeds from this issuance were strategically utilised to finance the early redemption of the existing 5% unsecured bonds (2023-2028), to settle specific bank loans associated with the acquisition of All Round Entertainment Ind. Ltd., and to provide general corporate funding for the Group's ongoing operations. This successful listing on the Official List of the Malta Stock Exchange underscores robust investor confidence in the Group's long-term asset management strategy and significantly improves the Group's debt maturity profile.

Outlook for 2026

The Group’s and the Company’s financial position remains highly robust, fortified by the 2025 corporate reorganization and the successful long-term bond refinancing. The directors expect the general level of operating activity to be sustained in the foreseeable future, driven by the continued strength and appeal of the underlying hospitality assets located in prime tourist districts.

Moving into 2026, the Board and management will continue to attentively monitor macroeconomic developments. Because of the transition to a variable rental model, the Group's revenue generation is now positively correlated with the continued post-pandemic recovery and sustained tourist arrivals in Malta. The local tourism sector has shown remarkable resilience, setting records for visitor arrivals and tourist expenditure.

While acknowledging broader macroeconomic challenges—such as domestic labour supply constraints within the hospitality sector and lingering inflationary pressures—the Group's prime property locations in St. Julian's position it favourably to capture continued consumer demand. Furthermore, government interventions, such as energy price stabilization, provide a supportive backdrop for the operators of the Group's properties. Management remains committed to proactive asset management, taking all appropriate steps to maximize yield, optimize the capital structure, and mitigate any potential negative impacts from unforeseen global or local economic shifts.

Financial key performance indicators

The Group

The Company

2025

2024

2025

2024

Revenue

3,475,700

-

1,770,443

2,070,905

Net Profit after tax

57,577,227

-

1,830,693

711,671

Total equity

29,041,485

-

17,735,317

15,804,623

Net Asset Value (excluding subordinated loan)

117,500,798

-

-

-

Interest cover ratio

5.91x

-

3.58x

1.56x

 

Note 1: Comparative figures for the Group for the year ended 31 December 2024 are not applicable, as the consolidated Group structure was formally established in July 2025 following the acquisition of All Round Entertainment Ind. Ltd.. Management decided to adopt the predecessor value method to account for the acquisition and opted to not to restate the prior period figures as explained in note 4.3.

Note 2: Net Asset Value (NAV) is an Alternative Performance Measure (APM) calculated as total assets less total liabilities, excluding from such liabilities the subordinated loans payable to the parent company. As of 31 December 2025, these subordinated loans amounted to €88,459,313 (Note 22). Due to their unsecured, interest-free nature and the Company's right to defer settlement, these loans are treated as quasi-equity for the purposes of the NAV calculation.

Note 3: Interest cover is calculated as Operating Profit divided by Finance Costs, demonstrating the Group's strong capacity to service its debt obligations.

The interest cover ratio was calculated by deducting the increase in fair value of investment properties and adding the write-off of accrued rental income to the operating profit.

Results and dividends

The results for the year are set out in the statement of profit or loss and other comprehensive income. The directors do not recommend the payment of a dividend and propose to transfer the profit for the year to reserves.

Financial risk management and exposures

Successful management of risk is essential to enable the Group to execute its strategy and protect shareholder value. While Note 27 to the consolidated financial statements provides a detailed quantitative analysis of financial instrument risks—specifically credit, liquidity, and market risk, the Board identifies the following principal operational and strategic uncertainties facing the Group:

Tenant Concentration and Hospitality Operational Risk:

Following the strategic transition to a variable rental model, the Group’s cash inflows are now intrinsically linked to the operational success of the underlying hospitality assets. Consequently, the Group is directly exposed to macroeconomic factors impacting the Maltese tourism industry, including shifting travel trends, airline capacity, domestic inflation, and consumer spending power. Management mitigates this exposure by closely monitoring the financial performance, yield management, and marketing strategies of the related-party operators to ensure sustained revenue generation.

Real Estate Valuation and Market Risk:

The Group’s total asset base is heavily weighted by its investment property portfolio, which is carried at a fair value of €135.8 million. Fluctuations in the Maltese commercial property market, changes in prevailing interest rates, and shifts in capitalization yields could materially impact the Group's net asset value and profitability. The Board mitigates this valuation risk by engaging independent, professionally qualified architects to perform regular, rigorous market valuations based on recent sales transactions of comparable properties.

Liquidity and Refinancing Risk:

As a finance and investment company, the Group relies on a combination of capital markets funding and related-party financing to maintain its operations and asset base. The successful issuance of the €24.13 million 2035 Secured Bonds has significantly mitigated near-term refinancing risk and extended the Group's debt maturity profile. The Board proactively manages remaining liquidity needs through rigorous yearly cash flow forecasting, ensuring expected cash inflows seamlessly match debt servicing obligations.

Events after the reporting period

The following significant events occurred subsequent to the balance sheet date of 31 December 2025:

1.

Settlement of Legal Proceedings: As disclosed in Note 24 to the consolidated financial statements, the Group was involved in historical legal proceedings for which a provision of €555,292 was recognised at year-end. The Board confirms that these amounts were fully and finally settled in early 2026, completely extinguishing the liability.

2.

Change in Statutory Auditor: During an Extraordinary General Meeting held on 26 January 2026, the shareholders resolved to remove RSM Malta from the office of auditor and subsequently appointed Grant Thornton Malta to fill the casual vacancy. The Board extends its gratitude to RSM Malta for their services during their tenure.

Directors

The following have served as directors of the company during the year under review:

Present Directors

Mr Luke Chetcuti – Executive and Managing Director

Dr Kari Pisani – Independent , Non-Executive Director

Mr Tonio Depasquale – Independent, Non-Executive Director

Mr David Tabone – Independent Non-Executive Director (appointed on 4 August 2025)

Previous Director

Ms Cheryle Falzon Chetcuti – Executive Director (resigned on 26 March 2025)

In accordance with the company’s Articles of Association, the present directors remain in office.

Secretary

The secretary of the Company as at the date of this report is Dr Emma Grech.

Disclosure of information to the auditor

At the date of making this report, the directors confirm the following:

-

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

-

Each director has taken all steps that they ought to have reasonably taken as directors in order to make themselves aware of any relevant information needed by the independent auditor in connection with preparing the audit report and to establish that the independent auditor is aware of that information.

Corporate governance

The Company is unequivocally committed to maintaining the highest standards of corporate governance. The Board of Directors acknowledges that the Code of Principles of Good Corporate Governance (contained in Appendix 5.1 to Chapter 5 of the Capital Markets Rules) does not prescribe mandatory rules, but recommends principles to ensure proper incentives for the Board and management to pursue objectives that are in the best interests of the Company and its shareholders. The Board has carried out a comprehensive review of the Company's compliance with these principles during the year under review. The resulting Statement of Compliance is presented in a separate, dedicated section of this Annual Financial Report, detailing the composition of the Board, the function of the Audit Committee, and the Company's internal control structures.

Statement of directors’ responsibilities

The Companies Act (Chapter 386 of the Laws of Malta) requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of group and the company as at the end of each reporting period and of the profit or loss for that period. 

In preparing these financial statements, the directors are responsible for:

-

ensuring that the financial statements are prepared on the going concern basis unless it is inappropriate to presume that the group and the company will continue in business as a going concern;

-

selecting suitable accounting policies and applying them consistently;

-

making accounting estimates that are reasonable and prudent in the circumstances;

-

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

-

valuing separately the components of asset and liability items; and

-

reporting comparative figures corresponding to those of the preceding accounting period.

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

The financial statements of the group and the company for the year ended 31 December 2025 are included in the Annual Financial Report 2025 which may be accessed on the HH Finance p.l.c. 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 website is available in other countries and jurisdictions, where legislation governing the preparation and dissemination of financial statements may differ from requirements or practice in Malta.

Going concern statement pursuant to Capital Markets Rule 5.62

After making due enquiries, and having reviewed the Group's and Company’s cash flow forecasts, the directors have a reasonable expectation, at the time of approving the financial statements, that the Group and the Company have adequate resources to continue operating for the foreseeable future. For this reason, in preparing the financial statements, they continue to adopt the going concern assumption.

Information provided in accordance with Capital Market Rule 5.68

The directors confirm that, to the best of their knowledge: 

the financial statements give a true and fair view of the financial position of group and the company as at 31 December 2025, and of the financial performance and the cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the EU; and

the Directors’ Report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that the Group faces.

Information provided in accordance with Capital Market Rule 5.70.1

The Company is not party to any contract, not being a contract entered into in the Company’s ordinary course of business, giving rise to an obligation or entitlement which is material to the date of this report.

Information provided in accordance with Capital Market Rule 5.64

The Company does not have any listed securities carrying voting rights.

 

Auditors

Following their appointment at the Extraordinary General Meeting on 26 January 2026, Grant Thornton has intimated its willingness to continue in office as the statutory auditor of Group and the Company. A resolution proposing their formal reappointment will be put to the Shareholders at the forthcoming Annual General Meeting.

 

Signed on behalf of the Board of Directors on 27 April 2026 by Mr Luke Chetcuti and Dr Kari Pisani as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.

 

Registered address:

2 St George’s Court A,

St Augustine Street,

St Julian’s

Malta

 

 

 

 

 

Statement of Compliance with the Principles of Good Corporate Governance

 

Pursuant to the Capital Markets Rules issued by the Malta Financial Services Authority, HH Finance p.l.c. (the “Company”) should seek to adopt the Code of Principles of Good Corporate Governance set out in Appendix 5.1 to Chapter 5 of the Capital Markets Rules (the “Code”). In accordance with Capital Markets Rule 5.94, the Company is hereby providing a report on the extent to which it has applied the principles of the Code during the financial period under review.

The Company recognises that the Code does not impose mandatory obligations but rather sets out principles of good practice. Nevertheless, the board of directors (the “ Board ” or the “ Board of Directors ”) consider that such practices are generally in the best interests of the Company, its shareholders and bondholders, and that adherence to principles of sound corporate governance is not only expected by investors but also demonstrates the directors’ and the Company’s commitment to maintaining high standards of governance.

Responsibility for good corporate governance rests with the Board of Directors. In this context, the Board has undertaken a review of the Company’s level of compliance with the Code for the financial period being reported upon.

In sum, the Board deems the Company to have largely complied with the Code throughout the period under review, with any instances of non-compliance being set out and explained in section 2 below.

1.         Compliance with the Code

Principle 1 – The Board of Directors

The Board comprises individuals who are fit and proper to manage and direct the affairs of the Company, demonstrating integrity, competence and sound judgment. Each member of the Board is well acquainted with, and understands, the statutory and regulatory framework applicable to the Company’s operations. The Board remains answerable to its stakeholders for both its own performance and that of any functions or responsibilities it delegates.

The Board is entrusted with setting the strategic direction of the Company and establishing an appropriate organisational framework, while ensuring that adequate financial and human resources are in place to achieve its objectives and enhance overall performance. It is structured to include both executive and non-executive directors, thereby facilitating an appropriate balance of oversight and involvement, and enabling the non-executive directors in particular to maintain sufficient visibility and insight into the Company’s operations and performance.

Principle 2 – Chairman & Managing Director

The role of Chairman of the Board of Directors is occupied by Mr Kari Pisani, independent non-executive director. The Chairman is responsible to lead the Board and set its agenda. The Chairman ensures that the Board is in receipt of precise, timely and objective information and encourages active engagement by all members of the Board for discussion of all issues raised during Board meetings.

Mr Luke Chetcuti, executive director, is the Company’s Managing Director. In his executive capacity, he is responsible for the overall management of the Group’s existing operation and future development.

Principle 3 – Composition of the Board

Mr Luke Chetcuti – Executive and Managing Director

Mr Tonio Depasquale – Independent Non‑Executive Director

Dr Kari Pisani – Independent Non‑Executive Director and Chairman of the Board

Mr David Tabone – Independent Non-Executive Director (appointed on 4 August 2025)

Ms Cheryle Falzon Chetcuti Executive Director (resigned on 26 March 2025)

The Company Secretary of the Company is Dr Emma Grech.

The Board is currently composed of members who, as a whole, have the required diversity of knowledge, judgement and experience to properly complete their tasks to understand and fully appreciate the business risk issues and the ability of the Company to achieve its objectives. What is more, the Company believes the Board to be composed of an adequate mix of executives and independent non‑executives. In line with supporting principle 3 (iii) of main Principle 3, at least one third of the Board consists of non-executive directors. The non-executive directors play an important role in overseeing executive directors and management, ensuring a system of checks and balances and contributing to the strategic direction of the Company in an objective manner.

In compliance with the Capital Markets Rules, the Board considers that the independent, non-executive Directors are independent of management and free from any business, family or other relationship with the Group or its management that could materially interfere with the exercise of their independent judgment. In assessing the independence of the independent non-executive Directors, due notice has been taken of Capital Markets Rule 5.119.

In terms of Code Provision 3.4, each non-executive director has declared in writing to the Board that he undertakes: (i) to maintain in all circumstances his independence of analysis, decision and action; (ii) not to seek or accept any unreasonable advantages that could be considered as compromising his independence; and (iii) to clearly express his opposition in the event that he finds that a decision of the Board may harm the Company. Each non-executive director has complied with such an undertaking for the period under review.

Principle 4 – Responsibilities of the Board 

General

In terms of Principle 4, it is the Board’s responsibility to ensure a system of accountability, monitoring, strategy formulation and policy development. The Board of the Company is entrusted with the overall direction, administration and management of the Company and, as shall be explained further below, meets on a regular basis to discuss and take decisions on matters concerning the strategy, operational performance and financial performance of the Company. The Board may also delegate specific responsibilities to ad-hoc Committees as may be required from time to time, and during the period under review, the Board has maintained an Audit Committee.

Role and Responsibilities of the Board

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, management performance criteria 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 and its employees maintain the highest standards of corporate conduct, including compliance with applicable laws, regulations, business and ethical standards; and

-

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.

Risk Management and Internal Control

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

The Board maintains sound risk management and internal control systems designed to ensure, as much as possible, transparency, independence and segregation of duties. The process is also designed to ensure reliable financial reporting, effective and efficient operations and compliance with applicable laws and regulations.

The Board establishes formal and transparent arrangements to apply risk management and internal control principles, as well as maintain an appropriate relationship with the Company's auditors.

The Audit Committee

The Audit Committee is a sub-committee of the Board and is directly responsible and accountable to the Board. The Audit Committee assists the Board in fulfilling its supervisory and monitoring responsibility by reviewing the Company's financial statements and disclosures, monitoring the system of internal control established by management, as well as the audit process.

The Audit Committee is also responsible for monitoring, scrutinising and advising on related party transactions.

The following directors currently sit on the Audit Committee:

-

Mr David Tabone – Chairman of the Audit Committee – Independent Non-Executive Director (appointed as member and Chairman of the Audit Committee simultaneous with his appointment as director on 4 August 2025)

-

Dr Kari Pisani ‑ Independent Non‑Executive Director

-

Mr Tonio Depasquale ‑ Independent Non‑Executive Director

Mr Luke Chetcuti was a member of the Audit Committee up until Mr David Tabone’s appointment as member and Chairman of the Audit Committee on 4 August 2025, on which date he resigned from his role as member of the Audit Committee.

During the course of 2025, the Audit Committee met seven (7) times with a 100% attendance of the Audit Committee members at all of those meetings.

The Terms of Reference of the Audit Committee, approved by the Board, govern the Audit Committee’s day-to-day operations, and are modelled on the recommendations of the Capital Market Rules.

Notably, by virtue of its Terms of Reference, the Audit Committee also has appropriate processes and systems in place to allow for the declaration, identification and management of conflicts of interest that may arise.

Principle 5 – Board Meetings

The Board has systems in place to ensure the reasonable notice of meetings of the Board and the circulation of detailed agenda, discussion papers and meeting materials in advance of meetings so as to provide adequate time to Directors to prepare themselves for such meetings. Minutes of Board meetings record attendance, discussions and resolutions. These minutes are circulated to all Directors by the company secretary as soon as practicable after the meeting for approval.

Board meetings concentrate mainly on the Company’s strategy, operational and financial performance as well as maintenance of the Company’s obligations including the Rules. The Board of the Company typically meets quarterly but may meet more frequently if necessitated by the business and, or the general circumstances of the Company.

Board and Audit Committee meetings are attended by the Group Chief Financial Officer, in order for the Board to have direct access to the financial results of the Group. This is also intended to ensure that the policies and strategies adopted by the Board are effectively implemented by the finance team and senior management.

During the course of 2025, the Board of Directors met six (6) times, with a 100% attendance of the Board members at all of those meetings.

Principle 6 – Information and Professional Development

The Company firmly believes in the professional development of all the members within the organisation. The senior management team is responsible for establishing and implementing schemes which are aimed at maintaining and recruiting employees and management personnel. Furthermore, periodic training exercises are held for the Group’s employees to keep abreast of current regulatory matters, trends and practices.

The Company also believes in healthy communication at all levels of the organisation. Directors are encouraged to talk directly to any member of management regarding any questions or concerns the Directors may have. Senior management may be invited to attend Board meetings from time to time, when and as appropriate.

In addition, the company secretary’s responsibilities include ensuring good information flows within the Board, the Audit Committee, and, where pertinent, senior management.

The Directors each have access to independent professional advice at the Company’s expense where they judge it necessary to discharge their duties. Furthermore, the Board also has access to the advice and services of the company secretary, who is in turn also responsible for ensuring that board procedures and complied with.

Principle 9 – Relations with the Market

The Company is cognisant of the importance of ensuring that investors are kept up-to-date so that they are able to make fair and informed decisions.

The Company maintains communication with the market on an ongoing basis by ensuring that its website is updated from time to time, in particular via the publication of its Annual Report and Financial Statements, its results on a six-monthly basis during the year, and through the requisite company announcements.

Principle 11 – Conflicts of Interest

Directors are expected to always act in the best interests of the Company and its shareholders and investors. Any actual, potential or perceived conflict of interest should be immediately declared by a director to the other members of the Board, who then – also possibly through a referral to the Audit Committee – decides whether such a conflict exists.

Indeed, in terms of the Company's Memorandum and Articles of Association, a Director is prohibited from voting on any contract, arrangement or proposal in which he has an interest. The Company is also aware of the applicable rule as arising in terms of article 145 of the Companies Act (Chapter 386 of the Laws of Malta), whereby every Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company is under the duty to fully declare his interest in the relevant transaction to the Board at the first possible opportunity, and he will not be entitled to vote on matters relating to the proposed transaction.

Principle 12 - Corporate Social Responsibility

The Directors are dedicated to upholding strong ethical standards and to supporting the advancement of the local community and society more broadly. The Company acknowledges the significance of its responsibilities in the field of corporate social responsibility and endeavours to conduct its operations in a manner that respects the environment. The Directors also recognise the importance of maintaining positive relationships with stakeholders and, together with the wider Group, seek to collaborate in promoting investment in human capital and safety, while embracing environmentally responsible practices.

2.        Non-Compliance with the Code

Other than as stated below, the Company has fully implemented the principles set out in the Code:

Principle 4 – Responsibilities of the Board

Whilst the Board deems the Company to be largely in compliance with Principle 4, it is noted that since the directors are appointed directly by the shareholders of the Company, the Board did not develop a succession policy for the future composition of the Board of Directors.

Principle 7 – Evaluation of the Board’s Performance

The Board, as well as the Company’s shareholders, consider the Board’s current composition, the contribution made and expertise brought by each of its members to be adequate and enables the Board to execute its function and oversee the business effectively. The Board also considers the time availability and commitment of each of its members to be adequate and to meet the demands of the Company and the business.

Furthermore, it is noted that under the present circumstances, the Board does not consider it necessary to appoint a committee to carry out a performance evaluation of its role, as the Board’s performance is evaluated on an ongoing basis by, and is subject to the constant scrutiny of, the Board itself, the majority of which is composed by independent non-executive Directors, the Audit Committee in so far as conflicting situations are concerned, the Company’s shareholders, the market and the rules by which the Issuer is regulated as a listed company.

Principle 8 – Nomination Committee and Remuneration Committee

The Issuer does not have a Remuneration Committee, nor a Nomination Committee, as recommended in Principle 8. The Board considers that the size and operations of the Company do not warrant the setting up of such committees.

In particular: i) the Company does not believe it necessary to establish a remuneration committee, given that the remuneration of the directors is required by the Memorandum and Articles of Association of the Issuer to be determined by the Company in general meeting; and ii) the Company does not believe it necessary to establish a nomination committee as appointments to the Board of Directors are determined by the shareholders of the Company, with the possibility of prior nomination by the shareholders, in accordance with the Memorandum and Articles of Association of the Company.

For the avoidance of doubt, the Company considers that the current members of the Board provide the required level of skill, knowledge and experience expected in terms of the Code.

Principle 9 – Relations with the Market

There is currently no established mechanism disclosed in the Memorandum and Articles of Association of the Company to trigger arbitration in the case of conflict between the minority shareholders and the controlling shareholders. The Company’s shares are all held by Hugo’s Hotel Limited, except for one non-voting share which is held by Mr Luke Chetcuti, who is in turn the sole director and ultimate beneficial owner of the said Hugo’s Hotel Limited and of its parent company and ultimate parent undertaking of the Lifetime Group, Lifetime Limited, and is thus a controlling shareholder of the whole Lifetime Group, including the Company. The Company is thus of the view that there is currently no need to establish such mechanism.

Principle 10 – Institutional Shareholders

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

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 Directors received €54,509 in aggregate for directorship services rendered during 2025. All of the directors are party to a service contract with the Company, setting out their respective roles and responsibilities and applicable remuneration.

Signed on behalf of the Board of Directors on 27 April 2026 by Mr Luke Chetcuti and Dr Kari Pisani as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.

 

 

Statements of profit or loss and other comprehensive income

Notes

The Group

The Company

2025

2024

2025

2024

Revenue

5

3,475,700

-

1,770,443

2,070,905

Administrative expenses

(673,834)

-

(123,077)

(92,151)

Other operating income

31,166

-

-

-

Increase in fair value of investment property

14

64,800,514

-

2,300,000

-

Write-off of accrued rental income

6

(1,803,855)

-

(1,803,855)

-

Operating profit

65,829,691

-

2,143,511

1,978,754

Finance costs

7

(479,055)

-

(459,686)

(1,269,786)

Finance income

8

-

-

50,050

424,370

Profit before tax

9

65,350,636

-

1,733,875

1,133,338

Tax (expense) income

10

(7,773,409)

-

96,818

(421,667)

Profit for the year

57,577,227

-

1,830,693

711,671

 

 

Statements of financial position

The Group

The Company

Note

2025

2024

2025

2024

Assets

Non-current

Intangible assets

11

6,400,000

-

-

-

Property, plant and equipment

12

46,651

-

-

-

Investment in subsidiary

13

-

-

67,153,009

-

Investment properties

14

135,800,000

-

45,000,000

42,700,000

Loans receivable

15

-

-

15,823,403

10,736,587

Other receivables

16

-

-

-

1,803,855

142,246,651

-

127,976,412

55,240,442

 

 

 

Current

Trade and other receivables

16

6,613,960

-

1,106,636

572,772

Cash and cash equivalents

17

7,345,051

-

5,467,613

8,552

13,959,011

-

6,574,249

581,324

 

 

 

 

Total assets

156,205,662

-

134,550,661

55,821,766

 

 

 

 

 

 

Equity

Share capital

18

250,000

-

250,000

150,000

Retained earnings

28,791,485

-

17,485,316

15,654,623

Total equity

29,041,485

-

17,735,316

15,804,623

Liabilities

Non-current

Trade and other payables

19

114,092

-

-

4,017,417

Long term borrowings

20

-

-

-

25,835,431

Debt securities in issue

21

23,521,013

-

23,521,013

5,000,000

Subordinated loans

22

88,459,313

-

88,459,313

-

Deferred tax liabilities

23

11,063,526

-

3,799,526

4,246,875

123,157,944

-

115,779,852

39,099,723

Current

Trade and other payables

19

1,139,306

-

567,596

358,443

Provisions for liabilities and charges

24

555,292

-

-

-

Current tax payable

2,311,635

-

467,897

558,977

4,006,233

-

1,035,493

917,420

 

 

 

 

Total liabilities

127,164,177

-

116,815,345

40,017,143

 

 

 

 

Total equity and liabilities

156,205,662

-

134,550,661

55,821,766

 

The financial statements were approved and authorised for issue by the board of directors on 27 April 2026.  The financial statements were signed on behalf of the company’s board of directors by Luke Chetcuti (Director) and Kari Pisani (Director) as per the Directors’ Declaration of ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report 2025

 

Statement of changes in equity – the group

Share capital

Merger reserve

Retained earnings

Total equity

At 1 January 2025

-

-

-

-

Reserves at date of acquisition

 

150,000

-

36,595,436

36,745,436

Additional share capital

100,000

-

-

100,000

Acquisition of subsidiary

-

(65,381,178)

-

(65,381,178)

Transfer to retained earnings

-

65,381,178

(65,381,178)

-

Profit for the year

-

-

57,577,227

57,577,227

At 31 December 2025

250,000

-

28,791,485

29,041,485

At 1 January 2024

-

-

-

-

Profit for the year

-

-

-

-

At 31 December 2024

-

-

-

-

 

Statement of changes in equity – the company

Share capital

Retained earnings

Total equity

At 1 January 2025

150,000

15,654,623

15,804,623

Additional share capital

100,000

-

100,000

Profit for the year

-

1,830,693

1,830,693

At 31 December 2025

250,000

17,485,316

17,735,316

 

At 1 January 2024

150,000

14,942,952

15,092,952

Profit for the year

-

711,671

711,671

At 31 December 2024

150,000

15,654,623

15,804,623

 

Statements of cash flows

The Group

The Company

Notes

2025

2024

2025

2024

Operating activities

Profit before tax

65,350,636

-

1,733,875

1,133,338

Adjustments

25

(62,021,737)

-

(75,646)

845,416

Net changes in working capital

25

1,603,766

-

232,949

(1,711,100)

Interest paid

(108,753)

-

(33,159)

-

Tax paid

(403,136)

-

(441,609)

(50,192)

Net cash generated from operating activities

4,420,776

-

1,416,410

217,462

 

Investing activities

Acquisition of investment property and property, plant and equipment

(7,173,691)

-

-

-

Movement in amounts receivable from ultimate beneficial owner

101,493

-

-

-

Net movement of loans to related parties

2,063,209

-

(5,036,766)

-

Payment to acquire investment in subsidiary

(67,153,009)

-

(67,153,009)

-

Net cash used in investing activities

(72,161,998)

-

(72,189,775)

-

 

Financing activities

Proceeds from additional share capital

100,000

-

100,000

-

Proceeds from issue of bond, net of issue costs and settlement on redemption

18,541,841

-

18,541,841

-

Movement in loans from related parties

56,642,827

-

57,797,532

-

Interest paid

(206,947)

-

(206,947)

(250,000)

Net cash generated from (used in) financing activities

75,077,721

-

76,232,426

(250,000)

 

Net increase (decrease) in cash and cash equivalents

7,336,499

-

5,459,061

(32,538)

Cash and cash equivalents at date of acquisition

 

8,552

-

-

-

Cash and cash equivalents, beginning of year

-

-

8,552

41,090

Cash and cash equivalents, end of year

17

7,345,051

-

5,467,613

8,552

 

Notes to the consolidated financial statements

1       Nature of operations

HH Finance p.l.c. (the ‘company’) is a public limited liability company incorporated and domiciled in Malta with registration number C 84461 . The principal activity of HH Finance p.l.c. and its subsidiary (‘the Group’) is to hold and rent immovable property. The company’s bonds are listed on, the Malta Stock Exchange. The registered address of the Group is 2, St Georges Block A, St Augustine Street, St Julians STJ 3310, Malta.

The company’s immediate parent company is Hugo’s Hotel Limited, a private limited liability company with registered address at Hugo’s Hotel, St. George’s Bay, St. Julians, Malta.  The ultimate parent company is Lifetime Limited, a private limited liability company registered in Malta, with registered address at 2, St Georges Block A, St Augustine Street, St Julians STJ 3310, Malta .

The ultimate controlling individual of the Group is Mr. Luke Chetcuti, a resident in Malta.

2       Basis of preparation

General information and statement of compliance with International Financial Reporting Standards (IFRS)

The financial statements of the company and the consolidated financial statements of the group have been prepared in accordance with IFRS as issued by the International Accounting Standards Board (IASB) and as adopted by the European Union (EU), and in accordance with the Companies Act, Cap. 386. 

The financial statements have been prepared on the accrual basis and under the historical cost basis, except for the investment properties which are carried at fair value.

The financial statements are presented in euro (€), which is also the functional currency of the group and the company.

3       New or revised Standards or Interpretations

3.1    New standards adopted as at 1 January 2025

Some accounting pronouncements which have become effective from 1 January 2025 and have therefore been adopted do not have a significant impact on the company and group’s financial results or position.

Amendments that are effective for the first time in 2025 and could be applicable to the group and the company  are:

Lack of Exchangeability (Amendments to IAS 21).

These amendments do not have a significant impact on these financial statements and therefore the disclosures have not been made.

3.2    Standards, amendments and Interpretations to existing Standards that are not yet effective and have not been adopted early by the group and the company

At the date of authorisation of these consolidated financial statements, several new, but not yet effective, Standards and amendments to existing Standards, and Interpretations have been published by the IASB or IFRIC. None of these Standards or amendments to existing Standards have been adopted early by the group and the company and no Interpretations have been issued that are applicable and need to be taken into consideration by the group and the company at either reporting date.

Standards and amendments that are not yet effective and have not been adopted early by the group and the company include:

Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and 7)

Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7)

Annual Improvements to IFRS Accounting Standards—Volume 11

IFRS 19 ‘Subsidiaries without Public Accountability: Disclosures’

Amendments to IFRS 19 ‘Subsidiaries without Public Accountability: Disclosures’

These Standards and amendments are not expected to have a significant impact on the financial statements in the period of initial application and therefore no disclosures have been made.

Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement.

In April 2024, the IASB issued IFRS 18, which replaces IAS 1 ‘Presentation of Financial Statements’. The adoption of IFRS 18 ‘Presentation and Disclosure in financial statements’, effective for periods commencing on or after 1 January 2027, is expected to have a material impact on the presentation of the financial Statements, and therefore relevant disclosures are included below.

Although IFRS 18 includes many of the requirements of IAS 1, it introduces new requirements   to better structure financial statements and to provide more detailed and useful information to investors, including:  

two new subtotals defined in the statement of profit or loss, namely (1) operating profit and (2)   profit or loss before financing and income taxes  

the classification of all income and expenses within the statement of profit or loss in one of five categories  

a new requirement to disclose performance measures defined by management, and  

an improvement in the principles related to the aggregation and disaggregation of information in the financial statements and accompanying notes.

IFRS 18 will be applied retrospectively with specific transitional provisions. 

 The group and the company are currently working to identify all of the impacts that IFRS 18 will have on the primary financial statements and notes to the financial statements.

4       Material accounting policies

The material accounting policies adopted by the group and the company are set out below.

4.1    Overall considerations and presentation of financial statements

The group and the company should disclose their material accounting policies. Accounting policies are material and must be disclosed if they can be reasonably expected to influence the decisions of users of the financial statements.

Management has concluded that the disclosure of the group’s and the company’s material accounting policies below is appropriate.

The financial statements are presented in accordance with IAS 1 ‘Presentation of Financial Statements’ (revised 2007). The group and company elected to present the ‘statement of profit or loss and other comprehensive income’ in one statement.

4.2    Basis for consolidation

The consolidated financial statements consolidate those of the parent company and its direct subsidiary (together referred to as the ‘group’). The subsidiary has a reporting date of 31 December.

Control exists when the company has power over the investee, is exposed or has rights to variable returns from it involvement with the investee and has the ability to use its power over the investee to affect the amount of its returns.  In assessing control, potential voting rights that give the company the current ability to direct the investee’s relevant activities are taken into account. 

The group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control.  Consolidation of a subsidiary begins when the group obtains control over the subsidiary and ceases when the group loses control of the subsidiary.  Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the group gains control until the date the group ceases to control the subsidiary.

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

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.  If the group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling interest and other components of equity, while any resultant gain or loss is recognised in profit or loss.  Any investment retained is recognised at fair value.

Intra-group balances, transactions and unrealised gains and losses on transactions between the group companies are eliminated on consolidation.  Where unrealised losses on intra-group asset sales are reversed on consolidation, the underlying asset is also tested for impairment from the group perspective.  Amounts reported in the financial statements of the subsidiary have been adjusted where necessary to ensure consistency with the accounting policies adopted by the group.

Profit or loss and other comprehensive income of subsidiaries acquired or disposed during the year are recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable.

The consolidated financial statements have been prepared from the financial statements of the following companies comprising the group:

Name of company

Nature of business

% ownership

 

 

2025

2024

 

 

 

 

HH Finance plc

Leasing of Investment property

-

-

 

 

 

 

All Round Entertainment Ind. Ltd.

Leasing of Investment properties

100

-

 

 

 

 

The registered office of the above-mentioned companies is situated at 2, St Georges Block A, St Augustine Street, St Julians STJ 3310, Malta.

4.3    Business combinations under common control

A business combination under common control is accounted for by applying the pooling of interests method (predecessor accounting).  Under this method, the group has two options of combining the financial statement items:

-

Restate the financial information for prior periods prior to the combination under common control to reflect the combination as if it had occurred from the beginning of the earliest period presented; or

-

No restatement of financial information for the periods prior to the combination under common control.

The group has opted to not restate the financial information for the prior periods.

4.4    Revenue recognition

Revenue pertains to rental income from the group’s and company’s investment properties.

To determine whether to recognise revenue, the group and company follow a 5-step process:

1.

Identifying the contract with a customer

2.

Identifying the performance obligations

3.

Determining the transaction price

4.

Allocating the transaction price to the performance obligations

5.

Recognising revenue when/as performance obligation(s) are satisfied.

The following specific, recognition criteria must also be met before revenue is recognised.

Rental income

Rental income arising from operating leases is recognised in profit or loss as it is earned. When lease payments are entirely variable and calculated as a fixed percentage of the lessee’s revenue, rental income is recognised in the period in which the underlying revenue is generated by the lessee. As the lease payments are contingent on the lessee’s revenue, they are not subject to straight-line recognition.

The group and the company do not have any fixed or minimum lease payments under these arrangements.

Interest income

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable.

4.5    Expense recognition

Expenses are recognised in the income statement upon utilisation of the service or at the date of their origin.

4.6    Finance income and finance costs

Finance income and finance costs represent interest charged to/by related companies. These are accounted for on an accrual basis.

4.7    Intangible assets

An acquired intangible asset is recognised only if it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the cost of the asset can be measured reliably. An intangible asset is initially measured at cost, comprising its purchase price and any directly attributable cost of preparing the asset for its intended use.

Intangible assets including, patents, trademarks and other intellectual property rights that are acquired by the group and have finite useful lives are measured at cost less accumulated amortisation and any accumulated impairment losses.

Amortisation is calculated to write off the cost of the intangible asset using the straight-line method over its expected useful life.

Amortisation is based on a useful life of 9 years and is charged to statement of profit or loss and other comprehensive income. Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

4.8    Property, plant and equipment

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

Cost includes expenditure that is directly attributable to the acquisition of the asset and any other costs directly attributable to bringing the assets to a working condition for their intended use, and the costs of dismantling and removing the items and restoring the site on which they are located.

Depreciation is charged to the statement of profit or loss and other comprehensive income on a straight-line basis over the estimated useful lives of items of property, plant and equipment, and major components are accounted for separately. The estimated useful lives are as follows:

Motor vehicles — 20% straight line

Improvements — 10% straight line

Electrical and plumbing — 6.67% straight line

Furniture and fixtures — 10% straight line

Gains and losses on the disposal or retirement of an item of property, plant and equipment are determined as the difference between the net disposal proceeds and the carrying amount at the date of disposal. The gains or losses are recognised in the statement of profit or loss and other comprehensive income as other operating income or other operating costs, respectively.

4.9    Investment in subsidiary

Investment in subsidiary is included in the company’s statement of financial position at cost less any impairment loss that may have arisen.  Dividend income from investment in subsidiary is recognised to the extent of distributions received from the company from post-acquisition profits.  Distributions received in excess of such profits are regarded as a recovery of the investment and are recognised as a reduction of the cost of the investment.

At the end of each reporting period, the company reviews the carrying amount of its investment in subsidiary to determine whether there is any indication of impairment and, if any such indication exists, the recoverable amount of the investment is estimated.  An impairment loss is the amount by which the carrying amount of an investment exceeds its recoverable amount.  The recoverable amount is the higher of fair value less costs to sell and value in use.  An impairment loss that has been previously recognised is reversed if the carrying amount of the investment exceeds its recoverable amount.

An impairment loss is reversed only to the extent that the carrying amount of the investment does not exceed the carrying amount that would have been determined if no impairment had been previously recognised.  Impairment losses and reversals are recognised in the statement of profit or loss and other comprehensive income.

4.10   Investment property

Investment property is property held to earn rentals or for capital appreciation or both. Investment property is recognised as an asset when it is probable that the future economic benefits that are associated with the investment property will flow to the entity and the cost can be measured reliably. Investment property is initially measured at cost, including transaction costs. Subsequent to initial recognition, investment property is stated at fair value at the end of the reporting period. Investment property is revalued periodically with resulting gains or losses arising from changes in the fair value of investment property are recognised in profit or loss in the period in which they arise.

Investment property is derecognised on disposal or when it is permanently withdrawn from use and no future economic benefits are expected from its disposal. Gains or losses on derecognition represent the difference between the net disposal proceeds, if any, and the carrying amount and are recognised in profit or loss in the period of derecognition.

4.11   Financial instruments

Recognition and derecognition

Financial assets and financial liabilities are recognised when the group and company become a party to the contractual provisions of the 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. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.

Classification and initial measurement of financial assets

Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with IFRS 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable).

Financial assets are classified into the following categories:

amortised cost;

fair value through profit or loss (FVTPL); or

fair value through other comprehensive income (FVOCI).

In the periods presented, the group and company do not have any financial assets categorised at FVTPL and FVOCI.

The classification is determined by both:

the entity’s business model for managing the financial asset; and

the contractual cash flow characteristics of the financial asset.

All income and expenses relating to financial assets that are recognised in the statement of profit or loss and other comprehensive income are presented within ‘finance income’ and ‘finance costs’, except for impairment of other receivables which is presented within ‘administrative expenses’.

Subsequent measurement of financial assets

Financial assets at amortised cost

Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVTPL):

they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows; and

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

After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The group’s and company’s cash and cash equivalents and most receivables fall into this category of financial instruments.

Impairment of financial assets

IFRS 9’s impairment requirements use forward-looking information to recognise expected credit losses – the ‘expected credit loss model’ (ECL). Instruments within the scope of the requirement include loans and other receivables.

The group considers a broad range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

In applying this forward-looking approach, a distinction is made between:

financial instruments that have not deteriorated significantly in credit quality since initial recognition or that have low credit risk (‘Stage 1’); and

financial instruments that have deteriorated significantly in credit quality since initial recognition and whose credit risk is not low (‘Stage 2’).

‘Stage 3’ would cover financial assets that have objective evidence of impairment at the reporting date.

‘12-month expected credit losses’ are recognised for the first category while ‘lifetime expected credit losses’ are recognised for the second category.

Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over the expected life of the financial instrument.

Classification and measurement of financial liabilities

The group’s and company’s financial liabilities include trade and other payables, loans payable and debt securities in issue.

Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the group and company designate a financial liability at fair value through profit or loss.

Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for derivatives and financial liabilities designated at FVTPL, which are carried subsequently at fair value with gains or losses recognised in profit or loss (other than derivative financial instruments that are designated and effective as hedging instruments).

All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in income statement are included within ‘finance costs’ or ‘finance income’.

4.12    Impairment testing on property, plant and equipment and investment property

All assets are tested for impairment, except for investment property measured at fair value. At the end of each reporting period, the carrying amount of assets is reviewed to determine whether there is any indication or objective evidence of impairment, as appropriate, and if any such indication or objective evidence exists, the recoverable amount of the asset is estimated.

An impairment loss is the amount by which the carrying amount of an asset exceeds its recoverable amount.

In the case of assets tested for impairment, the recoverable amount is the higher of fair value less costs to sell (which is the amount obtainable from sale in arm’s length transaction between knowledgeable, willing parties, less the costs of disposal) and value in use (which is the present value of the future cash flows expected to be derived, discounted using a pre–tax discount rate that reflects current market assessment of the time value of money and the risks specific to the asset). Where the recoverable amount is less than the carrying amount, the carrying amount of the asset is reduced to its recoverable amount, as calculated. Impairment losses are recognised immediately in profit or loss.

In the case of assets tested for impairment, an impairment loss recognised in a prior year is reversed if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised.

Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. Impairment reversals are recognised immediately in profit or loss.

4.13    Income taxes

Tax expense recognised in the income statement comprises the sum of deferred tax and current tax not recognised in other comprehensive income or directly in equity.

Current income tax assets and/or liabilities comprise those obligations to, or claims from, fiscal authorities relating to the current or prior reporting periods, that are unpaid at the reporting date. Current tax is payable on taxable profit, which differs from profit or loss in the financial statements. Calculation of current tax is based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period.

Deferred income taxes are calculated using the liability method on temporary differences between the carrying amounts of assets and liabilities and their tax bases. However, deferred tax is not provided on the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit.

Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are always provided for in full.

Deferred tax assets are recognised to the extent that it is probable that they will be able to be utilised against future taxable income.

Changes in deferred tax assets or liabilities are recognised as a component of tax income or expense in the income statement, except where they relate to items that are recognised in other comprehensive income or directly in equity, in which case the related deferred tax is also recognised in other comprehensive income or equity, respectively.

4.14   Cash and cash equivalents

Cash and cash equivalents comprise demand deposits with bank.

4.15   Equity

Share capital is determined using the nominal value of shares that have been issued.

Retained earnings include all current and prior period results as disclosed in the income statement less dividend distributions. The increase in fair value of investment properties is not distributable.

4.16   Provisions

Provisions are recognised when present obligations as a result of a past event will probably lead to an outflow of economic resources from the group and amounts can be estimated reliably. Timing or amount of the outflow may still be uncertain. A present obligation arises from the presence of a legal or constructive commitment that has resulted from past events; for example, product warranties granted, legal disputes or onerous contracts. Restructuring provisions are recognised only if a detailed formal plan for the restructuring has been developed and implemented, or management has at least announced the plan’s main features to those affected by it. Provisions are not recognised for future operating losses.

Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. Provisions are discounted to their present values, where the time value of money is material.

All provisions are reviewed at each reporting date and adjusted to reflect the current best estimate.

In those cases where the possible outflow of economic resources as a result of present obligations is considered improbable or remote, no liability is recognised.

4.17   Fair value measurement

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

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

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

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

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

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

4.18  Judgements in applying accounting policies and key sources of estimation uncertainty

When preparing the consolidated financial statements, management makes a number of judgements, estimates and assumptions about the recognition and measurement of assets, liabilities, income and expenses.

Except as disclosed below, in the opinion of the director, the accounting estimates and judgements made in the course of preparing these consolidated 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 (revised).

Fair value of investment property

The group and company carry investment properties at fair value, with changes in fair value being recognised in the statement of profit or loss as they arise. This is based on market valuations performed by independent professional architects. In a year when market valuations are not performed by an independent professional architect, an assessment of the fair value of investment properties is performed internally to reflect market conditions.

The fair value of investment properties as at 31 December 2025 is based on a valuation assessment made by an independent professionally qualified architect, on the basis of market value. The valuation of the property was based on comparisons of recent sales transactions involving comparable properties in Malta, together with experience of the architect in such valuations and analysis of data available on the property market.

5       Revenue

The Group

The Company

2025

2024

2025

2024

Rental income

3,475,700

-

1,770,443

2,070,905

 

 

 

 

3,475,700

-

1,770,443

2,070,905

 

Revenue represents lease income from related parties and third parties from the lease of the investment properties.

6      Write-off of accrued rental income

The Group

The Company

2025

2024

2025

2024

Write-off of accrued rental income

(1,803,855)

-

(1,803,855)

-

(1,803,855)

-

(1,803,855)

-

 

During November 2025, the company amended the rental arrangement for its investment property, changing from a fixed monthly rental to a variable rental equal to 10% of the lessee’s monthly revenue. As a result of this change, the straight‑line recognition of rental income is no longer applicable under IFRS 16. Accordingly, the previously recognised accrued rental income was reversed through profit or loss.

 

7       Finance costs

The Group

The Company

2025

2024

2025

2024

Interest on debt securities in issue

426,527

-

426,527

250,000

Interest on related party borrowings

-

-

-

679,000

Effective interest amortisation on related party borrowings

-

-

-

340,786

Interest on overdue tax and vat

19,281

-

-

-

Other interest

33,247

-

33,159

-

479,055

-

459,686

1,269,786

 

8      Finance income

The Group

The Company

2025

2024

2025

2024

Interest receivable from subsidiary

-

-

50,050

424,370

-

-

50,050

424,370

 

9       Profit before tax

Profit before tax is stated after charging:

 

The Group

The Company

 

2025

2024

2025

2024

 

 

Directors’ remuneration

 

54,509

-

54,509

51,037

Auditor’s remuneration

 

25,000

-

13,500

8,027

Depreciation and amortisation

 

42,091

-

-

-

 

10       Tax expense (income)

The relationship between the expected tax expense based on the effective tax rate of the group and company at 35% and the actual tax (expense) income recognised in the statement of profit or loss and other comprehensive income can be reconciled as follows:

The Group

The Company

2025

2024

2025

2024

 

 

 

 

 

Profit before tax

65,350,637

-

1,733,875

1,133,338

Tax rate

35%

35%

35%

35%

Expected tax expense

(22,872,723)

 

(606,856)

(3,966,680)

Tax effect of:

Disallowed expenses

(86,651)

-

(41,257)

(148,614)

Fair value movement of investment properties

22,680,180

-

805,000

-

Rental income at reduced rate

264,044

-

-

-

Deductions on maintenance allowance

205,210

-

123,931

-

Non-taxable income

-

-

-

123,615

Consolidation adjustments

 

462,384

-

-

-

Movement in deferred tax on increase in fair value of investment properties

(7,448,000)

-

(184,000)

-

Prior year deferred tax not recognised

453,832

-

-

-

Current year deferred tax not recognised

(506,917)

-

-

-

Actual tax (expense) income

(7,773,409)

-

96,818

(421,667)

 

Disclosed as:

Current tax expense

(956,758)

-

(350,531)

(314,926)

Deferred tax (expense) income

(6,816,651)

-

447,349

(106,741)

(7,773,409)

-

96,818

(421,667)

 

11       Intangible assets – The group

Patent, trademarks and  other intellectual property

Cost

Acquired on acquisition of subsidiary

7,200,000

At 31 December 2025

7,200,000

Amortisation

Acquired on acquisition of subsidiary

(466,667)

Charge for the period

(333,333)

At 31 December 2025

(800,000)

Carrying amount

 

At 31 December 2025

6,400,000

 

The group acquired patents, trademarks and other intellectual property rights from its related parties, H Operations Ltd and HH Operating Limited, on 15th December 2024 for €1,455,534 and €5,744,466, respectively. No amortisation was charged during the previous financial year, as these assets were available for use as from 1st January 2025. The purchase price value was determined by an internal valuation expert on the basis of the projected income statements of existing operations as at 31 December 2023. The valuation technique used by the valuation expert is the Multi-Period Excess Earnings Method ("MPEEM") which considers the present value of net cash flows expected to be generated by the customer relationships, by excluding any cash flows related to contributory assets.

The MPEEM calculation was determined by discounting the forecast future post-tax cash flows generated by the related parties for a two-year explicit period 2024-2025, followed by a terminal-value. The following are the significant unobservable inputs underlying the projections:

revenue projections from currently operating hotels and other catering establishments assuming a growth rate of 7% during the projected period;

rental costs normalised at 10% of revenue based on management's experience;

subsequent to the projection period, revenue is assumed to grow at a rate of 2.4% p.a. in perpetuity;

a post-tax discount rate of 14.09% was applied to the post-tax free cash flows arising from normalised operations;

an additional 1.5% risk premium pertaining to brand was added to the post-tax discount rate to reflect the higher risk attributed to the brand; and

tax amortisation benefit arising from amortisation of the brand over a period of circa 9 years.

12       Property, plant and equipment – The Group

Motor Vehicle

 

Improvements

Electrical and plumbing

Furniture and fixtures

Total

 

Cost

 

 

 

 

 

Acquired on acquisition of subsidiary

692,781

-

41,843

807,118

1,541,742

Additions

-

39,971

-

-

39,971

At 31 December 2025

692,781

39,971

41,843

807,118

1,581,713

 

 

 

 

 

 

Depreciation

 

 

 

 

 

Acquired on acquisition of subsidiary

(692,781)

-

(32,791)

(767,399)

(1,492,971)

Charge for the period

-

(3,997)

(2,785)

(35,309)

(42,091)

At 31 December 2025

(692,781)

(3,997)

(35,576)

(802,708)

(1,535,062)

 

 

 

 

 

 

Carrying amount

 

 

 

 

 

At 31 December 2025

-

35,974

6,267

4,410

46,651

 

13       Investment in subsidiary – the Company

2025

2024

Cost

At 31 December 2025

67,153,009

-

 

 

14       Investment properties

The Group

The Company

2025

2024

2025

2024

Fair value

Opening balance

-

-

42,700,000

42,700,000

Amount taken over on acquisition

 

42,700,000

-

-

-

Acquired on acquisition of subsidiary

21,214,538

-

-

-

Investment property acquired from related party

7,133,720

-

-

-

Reclassified to property, plant and equipment

(48,772)

-

-

-

Change in fair value

64,800,514

-

2,300,000

-

135,800,000

-

45,000,000

42,700,000

 

During the year, the group acquired the restaurants and bars from Hugo’s Hotel Limited, a related party under common control. The consideration for the acquisition amounted to € 7,133,720. 

The company’s investment property is a hotel which is being leased out to a fellow subsidiary and carried at fair value. Rental income from investment property for the year ended 31 December 2025 amounted to €1,770,443 (2024: €2,070,905). The Company has not incurred direct operating expenses arising from its investment property.

The subsidiary’s investment properties consist of various establishments in the entertainment business which are leased to third parties.  Rental income from these investment properties for the year ended 31 December amounted to €3,475,700. The Company has not incurred direct operating expenses arising from its investment property.

Valuation techniques and inputs

The Group’s investment properties were revalued by an independent architect in the current year. It is the Group’s policy to revalue its investment properly every three years. The architect is qualified and has experience in valuation of properties. The valuations conform to the standards and general guidelines issued by the Royal Institute of Chartered Surveyors (RICS) and the International Valuation Standards (IVS) and are in accordance with the local KTP Valuation Standards (2012), which are aligned with the TEGoVA European Valuations Standards.

The fair value of H Hotel, Hugo’s Boutique Hotel and Havana Complex was determined using an income approach, specifically a discounted cash flow (DCF) methodology, which estimates the present value of expected future net cash flows over a defined holding period, including a terminal value. Future cash flows were projected based on estimated as follows:

H Hotel and Hugo’s Boutique hotel: expected operating profit to be generated from the hotels which was based on historical results, anticipated growth rates and expected operating and recurring capital expenditure, and were discounted using a pre-tax market‑derived discount rate reflecting the time value of money and risks specific to the asset. The terminal value was calculated by capitalising the stabilised net income using an appropriate capitalisation rate.

Havana Complex: market rental income, anticipated growth rates and expected operating and capital expenditure, and were discounted using a pre-tax market‑derived discount rate reflecting the time value of money and risks specific to the asset. The terminal value was calculated by capitalising the stabilised net income using an appropriate capitalisation rate.

The Level 2 fair value of the other investment properties held by the Group and the Company has been determined using either an income approach or the market approach. In the income approach the existing rental income was capped at an appropriate market yield, whilst in the market approach, comparable properties were identified, an appropriate price per square metre was computed and applied to the respective investment properties in order to estimate their fair value 

The most significant unobservable inputs used in the valuations are the discount rate, capitalisation (exit) rate or market yield, market rental values or operating profit, and long‑term rental growth rates. These inputs reflect management’s assessment of current market conditions, property‑specific risk characteristics, location, tenant profile, hotel operations and lease structures in place. Changes in these assumptions, particularly the discount rate and capitalisation rate, would result in a material change in the fair value of the investment properties.

The table below summarises the significant unobservable inputs applied across the Group’s property valuations as at the reporting date

Unobservable input

Range applied

Discount rate

8.25% to 9.25%

Capitalisation / exit rate

5.25% to 6.25%

Market yield

5.35% to 6%

Market rental values

Existing contracts or market rental prices for non-operational properties

Hotel income

Existing GOPAR

Long‑term rental growth rate

3%

Ongoing capital expenditure assumptions (on H Hotel, Hugo’s Boutique and Havana complex)

4% of revenue

Capital expenditure (on H Hotel, Hugo’s Boutique and Havana complex)

Eur16.5 million in initial capital expenditure and refurbishment

The fair value measurements are most sensitive to changes in the discount rate and exit capitalisation rate.

An increase in the discount rate or exit yield would result in a decrease in fair value

Conversely, a decrease in the discount rate or exit yield, or an increase in assumed market rents or growth rates, would result in a higher fair value.

 

Details of the investment property and the information about the fair value hierarchy as at 31 December 2025 are as follows:

The Group

Type of property

Level 1

Level 2

Level 3

Total

Properties used for leasing

-

135,800,000

-

135,800,000

Total

-

135,800,000

-

135,800,000

The Company

Type of property

Level 1

Level 2

Level 3

Total

Properties used for leasing

-

45,000,000

-

45,000,000

Total

-

45,000,000

-

45,000,000

 

Details of the investment property and the information about the fair value hierarchy as at 31 December 2024 are as follows:

The Group

Type of property

Level 1

Level 2

Level 3

Total

Properties used for leasing

-

-

-

-

Total

-

-

-

-

The Company

Type of property

Level 1

Level 2

Level 3

Total

 

 

 

 

 

 

Properties used for leasing

-

42,700,000

-

42,700,000

Total

-

42,700,000

-

42,700,000

 

The different levels in the fair value hierarchy have been defined in note 4.17. The group and company’s policy is to recognise transfers into and out of fair value hierarchy levels as of the date of the event or change in circumstances that caused the transfer. There were no transfers between levels during the year.

15      Loans receivable – the Company

2025

2024

Loans to related party

-

10,736,587

Loans to subsidiary

15,823,403

-

15,823,403

10,736,587

 

In 2025, the total loans to subsidiary are unsecured and interest-free. The subsidiary has the right to defer the settlement of the full amount at least twelve months after the end of the reporting period.

The company’s management considers that all the above financial assets that are not impaired or past due are of good credit quality.

16      Trade and other receivables

The Group

The Company

2025

2024

2025

2024

Non-current

Accrued income

-

-

-

1,803,855

 

Current

Trade receivables

119,101

-

-

-

Intercompany receivables

-

-

Amounts due from fellow subsidiaries

6,240,697

-

1,087,001

278,068

Amounts due from ultimate beneficial owner

31,327

-

-

-

Amounts due from related companies

42,551

-

-

-

Accrued income

130,649

-

-

292,000

Financial assets at amortised cost

6,564,325

1,087,001

570,068

Prepayments

49,635

-

19,635

2,704

6,613,960

-

1,106,636

572,772

 

Amounts due from related parties are unsecured, interest-free and are repayable upon demand.

All amounts are short-term. The carrying value of financial assets is considered a reasonable approximation of fair value.

All of the group’s trade and other receivables have been reviewed for indicators of impairment.

The group’s expected credit loss is presented below:

2025

2024

At 31 December

14,871

-

 

The group continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls. The group’s policy is to deal only with creditworthy counterparties.

The group’s management considers that all the above financial assets that are not impaired or past due for each reporting dates under review are of good credit quality.

17     Cash and cash equivalents

Cash and cash equivalents included in the consolidated statement of cash flows reconcile to the amounts shown in the consolidated statement of financial position as follows:

The Group

The Company

2025

2024

2025

2024

Cash on hand and at bank

7,345,051

-

5,467,613

8,552

Cash and cash equivalents in the statements of cash flows

7,345,051

-

5,467,613

8,552

 

The group did not have restrictions on its cash in bank balances at year-end .

18      Share capital – the Company

2025

2024

Authorised, issued and fully paid up

249,999 (2024:149,999) ordinary A shares of €1 each

249,999

149,999

1 ordinary B share of €1

1

1

250,000

150,000

 

In September 2025, the Company has increased its share capital by an amount of 100,000 with a nominal value of 1 per ordinary A shares. All ordinary shares rank equally in all respects except that the holder of the Ordinary A shares is entitled to one vote in general meetings of the company whilst the holder of the Ordinary B share is not entitled to any vote in respect of the share.

18.1     Earnings per share – the Company

The earnings per share has been calculated on the company’s profit for the year divided by the number of shares in issue as at year end.

2025

2024

 

 

 

Profit for the financial year

€ 1,947,545

€ 711,671

Weighted average number of shares in issue

249,999

149,999

Earnings per share

€ 7.79

€ 4.74

 

19      Trade and other payables

The Group

The Company

2025

2024

2025

2024

Non-current

Accrued interest

-

-

-

4,017,417

Rental deposit received in advance

114,092

-

-

-

114,092

-

-

4,017,417

Current

Trade payables

113,178

-

99,666

-

Amount due to related party (i)

-

-

-

435

Accruals

301,569

-

267,892

180,457

Other payables

37,192

-

36,635

1,063

Financial liabilities

451,939

404,193

181,955

VAT and other tax payable

687,367

-

163,403

176,488

Total trade and other payables

1,139,306

-

567,596

358,443

 

(i) Amount due to related party was unsecured, interest‑free and repayable on demand.

The carrying value of financial liabilities is considered a reasonable approximation of fair value.

20      Long term borrowings

 

 

The Group

The Company

 

 

2025

2024

2025

2024

 

 

 

 

 

 

 

 

Amounts owed to immediate parent company

 

-

-

-

25,835,431

 

In 2024, the amounts owed to the immediate parent company which were in relation to the acquisition of the investment property were unsecured.  An amount of €16,975,000 was subject to 4% interest per annum accruing from 30 January 2019, and the remaining €10,000,000 was interest‑free. The amount was repayable upon the lapse of 90 days from 30 January 2028. For the €10,000,000, however, the company had the option to either repay the amount in cash or to capitalise the debt through the allotment of a fresh issue of 10,000,000 ordinary shares of a nominal value of €1 each. The carrying amount as at 31 December 2024 is net of the discounting of €1,139,569 based on a discount rate of 4% per annum. On 19 September 2025, the parties agreed that the interest on the balance would stop accruing as at 31 December 2024 onwards.

21      Debt securities in issue – the Group and the Company

2025

2024

Nominal value

 

 

5% unsecured bonds redeemable 2028 (i)

-

5,000,000

 

Nominal value

 

 

5.2% secured bonds redeemable 2035 (ii)

24,129,700

-

 

Bond issue cost

619,550

-

Accumulated amortisation

(10,863)

-

Closing net book amount

608,687

-

 

 

Amortised cost at 31 December

23,521,013

5,000,000

 

( i) In 2018, the company issued an aggregate principal amount of €5,000,000 unsecured bonds, having a nominal value of €100 each, bearing an interest rate of 5% per annum. The bonds are redeemable on 19 May 2028. However, between 19 May 2023 and 19 May 2028, the company has the option to repay all or part of the principal amount of the bonds and all accrued interest up to the date of the repayment by giving 30 day prior written notice of such repayment. In October 2025, the company redeemed €909,400 of the bonds, with the remaining €4,090,600 being refinanced through the issuance of new bonds.

(ii) On 28 October 2025, the company issued an aggregate principal amount of €24,129,700 secured bonds, having a nominal value of €100 each, bearing an interest rate of 5.2% per annum. The bonds are redeemable on 28 October 2035. The carrying amount is reduced by the bond issue costs which are being amortised over the lifetime of the bonds. The bonds are listed on the Official Companies List of the Malta Stock Exchange.

22      Subordinated loans

 

 

The Group

The Company

 

 

2025

2024

2025

2024

 

 

 

 

 

 

 

 

Amounts owed to immediate parent company

 

88,459,313

-

88,459,313

-

 

In 2025, the total amount owed to the immediate parent company are unsecured and interest-free. The company has the right to defer the settlement of the full amount at least twelve months after the end of the reporting period.

23      Deferred tax liabilities

Deferred taxes are calculated on all temporary differences under the liability method using a principal tax rate of 35% (2024: 35%), with the exception of deferred taxation on fair value gains attributable to investment property which is computed utilising a tax rate of 8% (2024: 8%) on the basis applicable to property disposals. The movement on the deferred income tax account is analysed as follows:

The balance represents temporary differences attributable to:

 

1 January

2025

Amount

taken over on acquisition

Recognised in

profit or loss

31 December 2025

The Group

 

 

 

 

 

Accrued income

-

830,875

(631,349)

199,526

Fair value of investment property

-

3,416,000

7,448,000

10,864,000

 

 

 

 

 

Total

-

4,246,875

6,816,651

11,063,526

 

 

 

 

 

 

 

 

 

 

 

 

1 January

Recognised in

31 December

 

 

2025

profit or loss

2025

The Company

 

 

 

 

 

 

Accrued income

 

830,875

(631,349)

199,526

Fair value of investment property

 

3,416,000

184,000

3,600,000

 

 

 

 

 

Total

 

4,246,875

(447,349)

3,799,526

 

 

 

 

 

 

 

 

 

 

The balance as at 31 December 2024 represents temporary differences attributable to:

 

 

 

 

 

 

 

 

1 January

Recognised in

31 December

 

 

2024

profit or loss

2024

The Company

 

 

 

 

 

 

Accrued income

 

724,134

106,741

830,875

Fair value of investment property

 

3,416,000

-

3,416,000

 

 

 

 

 

Total

 

4,140,134

106,741

4,246,875

 

 

 

 

 

 

 

 

 

 

Movements in deferred tax attributable to temporary differences arising on changes in fair value of accrued income and investment properties are recognised in profit or loss.

The recognised deferred tax liability is not expected to be settled before at least twelve months from the end of the reporting period.

24    Provisions for liabilities and charges – the Group

 

 

Legal proceedings

 

 

 

 

 

Balance at 31 December 2025

 

555,292

 

The group is involved in two legal proceedings for which judgements have been issued during the current financial year. The total provision recognised amounts to €555,292 based on the current legal rulings and these amounts were fully settled during the 2026.

25     Cash flow adjustments and net changes in working capital

The following non-cash flow adjustments and adjustments for changes in working capital have been made to loss before tax to arrive at operating cash flow:

The Group

The Company

 

2025

2024

2025

2024

Adjustments:

Depreciation on property, plant and equipment 

42,091

-

-

-

Amortisation on intangible assets 

333,333

-

-

-

Amortisation of bond issue costs

10,863

-

10,863

-

Movement in legal provision

109,580

-

-

-

Interest income

-

-

(50,050)

(424,370)

Interest expense

479,055

-

459,686

1,269,786

Increase in fair value of investment property

(64,800,514)

-

(2,300,000)

-

Loss on accrued income

1,803,855

-

1,803,855

-

(62,021,737)

-

(75,646)

845,416

 

Net changes in working capital:

Trade and other receivables

173,780

-

275,069

(1,841,477)

Trade and other payables

1,429,986

-

(42,120)

130,377

1,603,766

-

232,949

(1,711,100)

 

26     Related parties

The group and company have related party relationships with companies under common control and over which the directors exercise significant influence.  Directors and key management personnel are also considered to be related parties. Transactions are carried out with related parties on a regular basis and in the ordinary course of the business. The following are the transactions with related parties during the year:

The Group

2025

2024

Rental Income from

Company under common control

2,459,593

-

 

 

Royalty fee income from

Company under common control

478,213

-

 

 

Loan payable to

Immediate parent company

88,459,313

-

 

 

Remuneration payable to

Directors

54,509

-

 

 

The Company

2025

2024

Rental Income from

Fellow subsidiary company

1,770,443

2,070,905

 

 

Interest income/(expense)

Fellow subsidiary company

-

424,370

Subsidiary

50,050

-

-

(679,000)

Loans (payable to) receivable from

Fellow subsidiary

1,087,001

(1,537,116)

Subsidiary

15,823,403

-

Immediate parent company

(88,459,313)

-

 

 

Remuneration payable to

Directors

54,509

51,037

 

Outstanding balances with related parties at year-end are disclosed in notes 15, 16, 19, 20, and 22 to these financial statements.

27     Financial instrument risk

Risk management objectives and policies

The group and company are exposed to various risks in relation to financial instruments. The group and company’s financial assets and liabilities by category are summarised in note 27.4.   The main types of risks are credit risk, liquidity risk and market risk.

The group and company’s risk management is coordinated by the directors and focuses on actively securing the group and company’s short to medium term cash flows by minimising the exposure to financial risk.

The group and company do not actively engage in the trading of financial assets for speculative purposes nor do they write options.  The most significant financial risk to which the group and company are exposed to are described below.

27     Financial instrument risk

27.1  Credit risk

Credit risk is the risk that a counterparty fails to discharge an obligation to the group or company. The group and company’s exposure to credit risk is limited to the carrying amount of financial assets recognised at the reporting date, as summarised below:

The Group

The Company

Notes

2025

2024

2025

2024

Classes of financial assets carrying amounts:

Loans receivable

15

-

-

15,823,403

10,736,587

Trade and other receivables

16

6,564,325

-

1,087,001

2,373,923

Cash and cash equivalents

17

7,345,051

-

5,467,613

8,552

13,909,376

-

22,378,017

13,119,062

 

The group and company continuously monitors defaults of customers and other counterparties, identified either individually or by group, and incorporate this information into its credit risk controls.

The group and company assess the credit quality of customers taking into account the financial position, past experience and other factors. The group and company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The group and company’s policies are to deal only with creditworthy counterparties. The group has policies in place to ensure that it transacts with customers with appropriate and acceptable credit history. The ongoing credit risk is managed through regular review of ageing analysis, together with credit limits per customer. Management monitors the performance of its trade receivables on a regular basis to identify credit losses, which are inherent in group and company’s debtors, taking into account historical experience in collection of receivables. Management does not expect any losses from non-performance by these customers.

Trade receivables

Based on the amount of trade receivables at year end, management concluded that the expected credit loss which could result on these amounts would not be material to these financial statements.

Other financial assets at amortised cost

Other financial assets at amortised cost include related party receivables and cash and cash equivalents.

With respect to other balances with related parties (as disclosed in notes 15 and 16), the group and company assess the credit quality of these related parties by taking into account financial position, performance and other factors. In measuring the expected credit losses in these balances, management determined the impairment provision independently from third party receivables as at 31 December 2025, the impairment is disclosed in notes 16. Management takes cognisance of the related party relationship with these entities and settlement arrangements in place and does not expect any losses from non-performance or default.

The group and company hold money exclusively with an institution having high quality external credit ratings. The cash and cash equivalents held with such bank at 31 December 2025 are callable on demand. The bank with whom cash and cash equivalent are held has a credit rating of BBB by Standard and Poor’s Management considers the probability of default from such bank to be close to zero and the amount calculated using the 12-month expected credit loss model to be very insignificant. Therefore, based on the above, no loss allowance has been recognised by the group and company.

27.2  Liquidity risk

Liquidity risk is that the group and company might be unable to meet their obligations. The group and company manage their liquidity needs through yearly cash flow forecasts by carefully monitoring expected cash inflows and outflows on a monthly basis. The group and company’s liquidity risk is not deemed to be significant in view of the matching of cash inflows and outflows arising from expected maturities of financial instruments, as well as the group and company’s committed borrowing facilities that it can access to meet liquidity needs.

As at 31 December 2025, the non-derivative financial liabilities have contractual maturities (including interest payments where applicable) as summarised below:

The Group

Current

Non-current

Notes

31 December 2025

Weighted average interest rate %

Within 1 year

1 to 5 years

Later than 5 years

Total

Non-interest bearing

Trade payables

113,178

-

-

113,178

Amount owed to the parent

-

88,459,313

88,459,313

Accruals

279,492

-

-

279,492

Other payables

37,192

-

-

37,192

Total

429,862

88,459,313

-

88,889,175

Interest bearing – fixed rate

24,129,700 bonds, 5.2%, 2025-2035

5.20%

1,254,744

5,018,978

30,183,842

36,457,564

1,254,744

5,018,978

30,183,842

36,457,564

 

 

 

The Company

Current

Non-current

31 December 2025

Weighted average interest rate %

Within 1 year

1 to 5 years

Later than 5 years

Total

Non-interest bearing

Trade payables

99,666

-

-

99,666

Amount owed to the parent

-

88,459,313

-

88,459,313

Accruals

267,892

-

-

267,892

Other payable

36,635

-

-

36,635

404,193

88,459,313

-

88,863,506

Interest bearing – fixed rate

24,129,700 bonds, 5.2%, 2025-2035

5.20%

1,254,744

5,018,978

30,183,842

36,457,564

1,254,744

5,018,978

30,183,842

36,457,564

 

This compares to the maturity of non-derivative financial liabilities in the previous reporting periods as follows:

The Group

Current

Non-current

31 December 2024

Weighted average interest rate %

Within 1 year

1 to 5 years

Later than 5 years

Total

Non-interest bearing

Amounts owed to fellow subsidiaries

-

-

-

-

VAT payable

-

-

-

-

Other payable

-

-

-

-

Total

-

-

-

-

Interest bearing – fixed rate

5,000,000 bonds, 5%, 2023-2028

5%

-

-

-

-

Non-interest bearing - discounting

Amounts owed to the parent company

4%

-

-

-

-

-

-

-

-

The Company

Current

Non-current

31 December 2024

Weighted average interest rate %

Within 1 year

1 to 5 years

Later than 5 years

Total

Non-interest bearing

Amounts owed to related party

435

-

-

435

Accruals

180,457

-

-

180,457

Other payables

1,063

-

-

1,063

Total

181,955

-

-

181,955

Interest bearing – fixed rate

5,000,000 bonds, 5%, 2023-2028

5%

250,000

5,750,000

-

6,000,000

Non-interest bearing - discounting

Amounts owed to the parent company

4%

-

33,086,000

-

33,086,000

250,000

38,836,000

-

39,086,000

 

27.3  Market risk 

Foreign currency risk

The group and company transact business mainly in euro.

Accordingly, the group’s and company’s exposure to foreign exchange risk is not significant and a sensitivity analysis for foreign exchange risk disclosing how profit or loss and equity would have been affected by changes in foreign exchange rates that were reasonably possible at the reporting date is deemed not necessary.

27.4  Summary of financial assets and liabilities by category

The carrying amounts of the group and company’s financial assets and liabilities as recognised at the reporting date of the reporting period under review may also be categorised as follows.  See note 4.11 for explanations about how the category of financial instruments affects their subsequent measurement.

The Group

The Company

Notes

2025

2024

2025

2024

Financial assets

Financial assets measured at amortised cost:

Non-current

Loans receivable

15

-

-

15,823,403

10,736,587

Other receivables

16

-

-

-

1,803,855

-

-

15,823,403

12,540,442

Current

Trade and other receivables

16

6,564,325

-

1,087,001

570,068

Cash and cash equivalents

17

7,345,051

-

5,467,613

8,552

13,909,376

-

6,554,614

578,620

The Group

The Company

Notes

2025

2024

2025

2024

Non-current

Trade and other payables

19

114,092

-

-

-

Long term borrowings

20

-

-

-

25,835,431

Debt securities in issue

21

23,521,013

-

23,521,013

5,000,000

Subordinated loans

22

88,459,313

-

88,459,313

-

 

 

 

 

 

 

112,094,418

-

111,980,326

30,835,431

Current

Trade and other payables

19

451,939

-

404,193

181,955

451,939

-

404,193

181,955

 

28     Capital management policies and procedures

The group’s and company’s objectives when managing capital, which is a broader concept than the ‘equity’ on the statement of financial position, are:

to safeguard the group’s and company’s ability to continue as going concern so that they can continue to provide returns for shareholders and benefits to other stakeholders; and

to maintain a strong capital base to support the development of its business.

Accordingly, the purpose of the group’s and company’s capital management is essentially that of ensuring efficient use of capital taking cognisance of the group’s and company’s risk appetite and profile as well as its objectives for business development.

29     Post-reporting date events

No adjusting or significant non-adjusting events have occurred between the end of the reporting period and the date of authorisation.

 

Independent auditor’s report

To the shareholders of HH Finance p.l.c.

Report on the audit of the financial statements

Opinion

We have audited the financial statements of HH Finance p.l.c. (the “Company”) and of the Group of which it is the parent, which comprise the statements of financial position as at 31 December 2025, and the statements of profit or loss and other comprehensive income, statements of changes in equity and statements of cash flows for the year then ended, and notes to the financial statements, including a summary of material accounting policies and other explanatory information.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company and the Group as at 31 December 2025, and of their financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU), and have been properly prepared in accordance with the requirements of the Companies Act, Cap. 386 (the “Act”).

Our opinion is consistent with our additional report to the audit committee.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISA). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company and the Group in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements of the Accountancy Profession (Code of Ethics for Warrant Holders) Directive issued in terms of the Accountancy Profession Act, Cap. 281 that are relevant to our audit of the financial statements in Malta. We have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. In conducting our audit we have remained independent of the Company and the Group and have not provided any of the non-audit services prohibited by article 18A of the Accountancy Profession Act, Cap. 281. Total remuneration payable to the Company’s auditors in respect of the audit of the Group and Company’s financial statements amounted to €25,000. Remuneration for the non-audit services amounted to €1,500.

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 and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. 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.

Fair value of investment properties

The carrying amounts of the Group’s and the Company’s investment properties carried at fair value as at 31 December 2025 amounted to € 135.8 million and € 45 million, respectively, shown as Investment Properties (note 14). Management determined the fair values of these properties through external independent valuation carried out during the year.

The fair value of investment properties was significant in our audit because the amounts are material to the consolidated financial statements of the Group and financial statements of the Company and the process of determining the fair values involve significant judgement and estimates.

The method and assumptions used in determining the fair value of investment properties is fully described in notes 4 and 14 of the financial statements.

How the key audit matter was addressed in our audit

Our valuation specialists evaluated the suitability and appropriateness of the valuation methodology applied by the independent valuer and reviewed and challenged the methodology applied and the underlying assumptions. We tested the integrity of inputs of the projected cash flows used in the valuation by examining supporting lease agreements and other relevant documents. We challenged the discount rate used in the valuation by comparing with industry data, taking into consideration comparability and market factors. We also assessed the competency and objectivity of the independent valuation experts appointed by the directors. We also communicated with management and those charged with governance and noted that they were able to provide satisfactory responses to our questions.

We also assessed the adequacy of the disclosures made in note 14 to the financial statements relating to these properties.

On the basis of our work, we determined that the fair values of investment properties are reasonable.

Other information

The directors are responsible for the other information. The other information comprises (i) the Directors’ report (ii) the Statement of directors’ responsibilities, (iii) Statement of Compliance with the Principles of Good Corporate Governance, (iv) the Remuneration Policies, (v) the Disclosure in terms of the Capital Market Rules, and (vi) the Statement of Directors pursuant to Capital Market Rule 5.68 which we obtained prior to the date of this auditor’s report, 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, including the Directors’ report.

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.

With respect to the Directors’ report, we also considered whether the Directors’ report includes the disclosures required by Article 177 of the Act.

Based on the work we have performed, in our opinion:

The information given in the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements, and the Directors’ report has been prepared in accordance with the Act, and

the Directors’ report has been prepared in accordance with the Act

In addition, in light of the knowledge and understanding of the Company and the Group and their environment obtained in the course of the audit, we are required to report if we have identified material misstatements in the Directors’ report and other information that we obtained prior to the date of this auditor’s report. We have nothing to report in this regard.

Responsibilities of the directors 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 as adopted by the EU and are properly prepared in accordance with the provisions of the Act, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company’s and the Group’s ability to continue as a going concern, disclosing, as applicable, matters relating 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 and the Group’s financial reporting process.

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 the ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

-

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

-

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 and Group’s internal control.

-

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

-

Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s and Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our 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, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Company’s or the Group’s ability to continue as a going concern.

-

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

-

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

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

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

From the matters communicated with 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 the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefit of such communication.

Reports on other legal and regulatory requirements

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

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 Report and Consolidated Financial Statements of HH Finance 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 Report and Consolidated Financial Statements and the relevant mark-up requirements therein, by reference to Capital Markets Rule 5.56A, in accordance with the requirements of the ESEF RTS.

Our responsibilities

Our responsibility is to obtain reasonable assurance about whether the Report and Consolidated Financial Statements and the relevant electronic tagging therein, 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:

-

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

-

Obtaining the Report and Consolidated Financial Statements and performing validations to determine whether the Report and Consolidated Financial Statements have been prepared in accordance with the requirements of the technical specifications of the ESEF RTS.

-

Examining the information in the Report and Consolidated Financial Statements to determine whether all the required taggings therein have been applied and whether, in all material respects, they are in accordance with the requirements of the ESEF RTS.

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

 

Opinion

In our opinion, the Report and Consolidated Financial Statements for the year ended 31 December 2025 has been prepared, in all material respects, in accordance with the requirements of the ESEF RTS.

Report on the Statement of Compliance with the Principles of Good Corporate Governance

The Capital Market Rules require the directors to prepare and include in their Annual Report a Statement of Compliance providing an explanation of the extent to which they have adopted the Code of Principles of Good Corporate Governance and the effective measures that they have taken to ensure compliance throughout the accounting period with those Principles.

The Capital Market Rules also require us, as the auditor of the Company, to include a report on the Statement of Compliance prepared by the directors.

We read the Statement of Compliance with the Code of Principles of Good Corporate Governance 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 Report. Our responsibilities do not extend to considering whether this statement is consistent with any other information included in the Annual 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 with the Code of Principles of Good Corporate Governance 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 Corporate governance statement has been properly prepared in accordance with the requirements of the Capital Markets Rules.

-

In the light of the knowledge and understanding of the company and the group and its environment obtained in the course of the audit, the information referred to in Capital Markets Rules 5.97.4 and 5.97.5 are free from material misstatement.

Under the Capital Markets Rules, we also have the responsibility 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.

Other matters on which we are required to report by exception

We also have responsibilities

under the Companies Act, Cap 386 to report to you if, in our opinion:

 

-

adequate accounting records have not been kept, or that returns adequate for our audit have not been received from branches not visited by us

 

 

-

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

 

 

-

we have not received all the information and explanations we require for our audit

 

 

-

certain disclosures of directors’ remuneration specified by law are not made in the financial statements, giving the required particulars in our report.

 

in terms of Capital Market 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.

Auditor tenure

We were first appointed as auditors of the Company and the Group on 26 January 2026 and this is the first year that we are auditing the Company and the Group.

 

The Principal on the audit resulting in this independent auditor’s report is Sharon Causon.

 

 

Sharon Causon (Principal) for and on behalf of

GRANT THORNTON

Certified Public Accountants

 

Fort Business Centre

Triq L-Intornjatur, Zone 1

Central Business District

Birkirkara CBD 1050

Malta

 

27 April 2026