Hili Properties p.l.c.
Report & Financial
Statements
31 December
2025
Directors, officer and other
information
Directors:
|
|
Pier Luca Demajo
(Chairman)
Archibald
Bethel
David
Aquilina
Laragh Cassar
Peter Hili
Georgios Kakouras
(ceased to be a director on 28 th February
2026)
|
Secretary:
Registered
office:
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Nineteen
Twenty-Three
Valletta Road
Marsa MRS
3000
Malta
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Country of
incorporation:
Company
registration
number:
Auditor:
|
Grant
Thornton,
Fort Business
Centre
Triq L-Intornjatur, Zone
1
Central Business
District
Birkirkara CBD
1050
Malta
|
Bankers:
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Bank of Valletta
p.l.c.
BOV Centre
St. Venera
Malta
HSBC Bank Malta
p.l.c.
HSBC Head
Office
Mill Street
Qormi,
Malta
Swedbank AS,
Balasta dambis
15
LV-1048 Riga
Latvia
Luminor Bank
AS
Skanstes iela
12
Vidzemes
priekšpilsēta
LV-1013 Riga
Latvia
MeDirect Bank (Malta)
plc
The Centre, Tigné
Point
Sliema,
Malta
Banca Comerciala
Romana
Calea Plevnei
nr.159
Business Garden
Bucharest
Building A, floor 6,
District 6
060013,
Bucharest
Romania
BRD – Groupe
Société Générale S.A.
Bdul Ion Mihalache nr.
1-7
0111171,
Bucharest
Romania
Erste Group Bank
AG
Am Belvedere 1
1100
Vienna,
Austria
SEB banka AS
Meistaru iela 1,
Vadlauči
Ķekava parish,
Ķekava district
LV-1076,
Latvia
Banca Transilvania -
Sucursala Bucuresti NordSos. Bucuresti-Ploiesti, Nr. 43, Sector 1, Bucharest
Romania
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Legal
advisor:
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GVZH
Advocates
192, Old Bakery
Street
Valletta
Malta
Camilleri
Preziosi
Level 3, Valletta
Buildings
South Street
Valletta, VLT
1103
Malta
|
Chairman’s Statement
Year ended 31 December 2025
I am pleased to present the Annual
Report and Consolidated Financial Statements of Hili Properties
p.l.c. for the year ended 31 December 2025.
The year under review was
characterized by continued operational stability and important
progress in strengthening the Group’s financial structure.
Throughout the year, the Board remained focused on preserving a
prudent capital base, maintaining portfolio resilience and
supporting the long-term sustainability of the Group’s
income-generating assets.
Our portfolio of commercial
properties continued to benefit from long-term lease agreements
with established tenants across a number of European jurisdictions.
This diversified portfolio remains central to the Group’s
business model and continues to provide dependable income streams
underpinned by high-quality real estate assets.
For the year ended 31 December
2025, the Group reported revenue of €16.7 million. Profit
before tax amounted to around €9.0 million, while profit
attributable to shareholders reached €6.6 million. These
results reflect the resilience of the Group’s operations and
the strength of its underlying asset base.
A number of important developments
took place during the year. The Company successfully repaid its
outstanding bond, representing a significant milestone in the
Group’s capital management strategy. The Group also completed
a refinancing exercise across a number of banking facilities,
extending debt maturities, and aligning its borrowing profile more
closely with the long-term nature of its property
assets.
In December 2025, Villa Marika, a
property previously classified as held for sale, was disposed of.
This transaction formed part of the Group’s ongoing portfolio
management strategy and reflects a disciplined approach to capital
recycling and asset optimization.
While the broader economic
environment continues to present uncertainties, particularly in
relation to financing conditions and investor sentiment, the Board
remains confident in the Group’s long-term prospects. The
quality of the Group’s assets, the strength of its tenant
base and the duration of its lease profile continue to provide a
solid platform for sustainable performance.
On behalf of the Board, I would
like to thank the Group’s management and employees for their
continued dedication and professionalism. I also extend my
appreciation to our tenants, financing partners and shareholders
for their continued support and confidence in the Group.
Pier Luca Demajo
Chairman
Hili Properties p.l.c.
27 April 2026
Statement by the Interim CEO
Year ended 31 December
2025
The close of 2025 marked another
year of stable performance and disciplined execution for Hili
Properties plc. Despite ongoing macroeconomic uncertainty in
European real estate markets, the Group continued to focus on
proactive asset management, operational efficiency and the
optimization of its property portfolio. The positioning and
resilience of the Group’s income-generating assets across
Estonia, Latvia, Lithuania, Malta and Romania ensured stable
revenues with our diversified portfolio continuing to deliver
reliable rental income through strong tenant relationships and high
occupancy levels.
In the year under review, revenues
increased to €16.7 million compared to €15.8 million in
the same period of 2024, while operating profit rose to €13.4
million, demonstrating the underlying strength of our assets and
our management model. This positive momentum enabled the Group to
close 2025 with solid full-year results across key metrics with
sustained operating profitability.
The high occupancy rates and
long-weighted average lease durations provide stable cash flows and
visibility of earnings long-term across the portfolio. In a real
estate environment effected by elevated financing costs and
cautious investor sentiment, these fundamentals have continued to
bolster our financial performance.
Throughout 2025, our focus
remained on enhancing the value of our existing assets through
targeted investments and tenant-driven improvements to strengthen
the competitiveness of our properties while ensuring that they
continue to meet evolving business and consumer demands.
In Latvia, upgrades at SC Stirnu
in Riga, including the construction of a new staircase and elevator
to improve visitor flow together with the refurbishment of the
second floor were completed in April 2025. We also increased our
operational footprint with the creation of approximately 682 square
meters of retail space which is now dedicated to Super Selection, a
retailer of various goods. In 2025, we also finalized the technical
design and permitting process for the development of five new
kiosks outside the main building, which will provide approximately
253 square meters of additional leasable area, which will move to
the development stage this year.
At SC Dole Riga, preparatory works
on the redevelopment project also advanced. This involves the
refurbishment of the third-floor facade and interior areas spread
across 3,973 square meters. In line with this, the Group has
already secured an agreement with MyFitness, one of the largest gym
operators in Riga, for the development of a gym and sports center
taking up 2,422 square meters. This project is slated for
completion in 2027.
Investing in sustainable building
solutions remains a key priority for the Group. In Lithuania, the
installation of a solar power plant on the roof of the REHAU
property is now underway. Designed to significantly improve the
building’s energy efficiency, the necessary feasibility and
technical studies, confirming the value this will add to the
overall sustainability of the property, were completed in the year
under review. With the development and lease agreements also
concluded and the procurement process initiated, the commissioning
of this project is expected in the second half of 2026.
At the MIRO office complex in
Bucharest, Romania - our flagship property for environmental
stewardship - we are in the process of installing additional
electric vehicle charging stations. Our target of 100% clean
energy supply for the whole property was reached in 2025 where
these continued initiatives align with our broader commitment to
reduce the environmental impact of our buildings while creating
modern, efficient workplaces for our tenants.
In parallel, the Group continued
to optimize its financing structure, to reduce its exposure to
higher interest rates. During the year, the team undertook a
comprehensive review of the Group’s borrowings and
implemented measures aimed at improving financing efficiency, while
also reducing interest costs where possible. This continued
management of the Group’s debt profile ensures appropriate
maturity diversification and financial flexibility.
While the commercial real estate
sector continues to adjust to evolving economic conditions, our
strategy remains clear: to enhance the quality of our assets,
maintain strong tenant relationships and pursue selective
development opportunities that strengthen the long-term performance
of the Group. Looking ahead, we remain confident in the resilience
of our portfolio and the opportunities in the markets where we
operate.
I would like to thank our team
across markets for their dedication and professionalism, as well as
our tenants, partners and shareholders for their continued trust
and support.
Interim CEO
Hili Properties plc
27 April 2026
Directors' report
Year ended 31 December
2025
The Directors present
their report and the audited financial statements of Hili
Properties p.l.c. (the “Company”) and the Hili
Properties p.l.c. Group (Hili Properties p.l.c. together with its
subsidiaries, the “Group”) for the year ended 31
December 2025.
Principal
activities
The Company principally
acts as a holding company and is also engaged in the ownership and
rental of immovable property. The Company
has 15 direct subsidiaries:
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1
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Baneasa Real Estate
SRL
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2
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Harbour (APM)
Investments Lt
|
|
3
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Hili Estates Holdings
Company Ltd
|
|
4
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Hili Estates
Ltd
|
|
5
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Premier Estates
Ltd
|
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6
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Premier Assets
SRL
|
|
7
|
Hili Premier Estates
Romania SRL
|
|
8
|
Hili Properties
B.V.
|
|
9
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UAB Premier Estates
Lietuva
|
|
10
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Indev UAB
|
|
11
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Premier Estates Eesti
OÜ
|
|
12
|
SIA Premier Estates
Ltd
|
|
13
|
SIA Tirdzniecibas Centrs
Dole
|
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14
|
SIA SC Stirnu
|
|
15
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SIA Apex
Investment
|
The Group’s
subsidiaries are principally engaged in the holding and leasing of
commercial real estate . The details of
the subsidiaries of the Company are listed in note 20.
Financial
performance
The results for the
Group represent the results of the Company together with those of
its subsidiaries for the year ended 31 December 2025.
Revenue share by
market
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|
Share of
revenue
|
|
|
2025
|
2024
|
|
|
%
|
%
|
|
Romania
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55%
|
53%
|
|
Latvia
|
25%
|
26%
|
|
Estonia
|
1%
|
1%
|
|
Lithuania
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11%
|
11%
|
|
Malta
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9%
|
10%
|
The Group reported
revenue from continuing operations of Eur16,731,363 (2024:
Eur15,837,101 ), which represents an increase of 6% over the
prior year. This increase was mainly driven by indexation of rental
income across the portfolio along with extraordinary income of
Eur469,235 .
Operating profit for the
Group reached Eur13,427,357 (2024: Eur13,083,029 ).
After accounting for net investment income and finance costs, the
Group registered a pre-tax profit of Eur8,986,096 from
continuing operations (2024: Eur6,128,803 ). The increase in
profitability is directly linked to total investment income, which
improved significantly since impairment losses taken in 2024 were
not reported in 2025.
The Group measures the
achievement of its financial objectives using the following key
performance indicators (“KPIs”):
|
Key Accounting
Ratios
|
|
|
|
|
2025
|
2024
|
|
Operating Profit
Margin
|
80%
|
83%
|
|
EBITDA Margin
|
81%
|
83%
|
|
Pre-Tax Profit
Margin
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54%
|
39%
|
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Interest
Cover
|
2.21
times
|
1.97 times
|
|
Net Gearing
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44%
|
36%
|
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Return on
Equity
|
5%
|
4%
|
During the year under
review the Company registered an operating loss of
Eur1,291,906 (2024 Eur1,452,407 ). After accounting
for net investment income and finance costs, the Company registered
a pre-tax profit of Eur66,770 (2024: loss of
Eur2,763,627 ) from continuing operations.
During the year, the Company recognized dividend
income from subsidiaries of Eur3,085,580 (2024:
Eur350,204 ).
The Group and the
Company’s statements of financial position at year-end
registered net assets amounting to Eur126,915,336 and
Eur91,984,046 (2024: Eur120,179,986 and
Eur91,994,060 ) respectively.
The measure used by the
Group to assess liquidity is the current ratio, which is defined as
the total current assets divided by the current liabilities. At the
end of the year the Group reported a net current asset position
with a current ratio of 4.37 (2024:0.84). The remarkable shift
during the year is attributable to the repayment of the
Eur37,000,000 bonds during the year effectively reducing the
current liabilities at year end.
The Group utilises the
net gearing ratio as an indicator of the Group’s financial
leverage, which refers to its long-term debt versus its equity or
employed capital. The net gearing ratio of the Group at the end of
the year stood at 44% (2024: 36%).
The Group also measures
its performance based on earnings before interest, tax,
depreciation and amortisation (hereinafter referred to as
“EBITDA”). In 2025 EBITDA for the Group reached
Eur13,478,025 (2024: Eur13,151,256 ), with the
Group’s EBITDA margin decreasing marginally from 83% to
81%.
During the year under
review, interest cover of the Group stood at 2.21 times (2024: 1.97
times). Interest cover represents EBITDA divided by net interest
costs, which improved given the repayment of the maturing bonds
during the year.
Group performance
review – non-financial
In addition to its
financial performance, the Group monitors a number of non-financial
performance indicators which provide further insight into the
operational effectiveness, sustainability and resilience of the
business.
Given the nature of the
Group’s activities as an international property investment
and management company, the most relevant non-financial metrics
relate to the performance and quality of the property portfolio,
tenant relationships, operational efficiency and sustainability
initiatives.
Key indicators monitored
by management include:
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-
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Property occupancy
levels, reflecting the strength of tenant demand across the
Group’s portfolio
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-
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Weighted Average Lease
Term (WALT), providing visibility over the stability and
predictability of rental income streams.
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-
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Tenant diversification
and retention, reflecting the quality and resilience of the tenant
base.
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-
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Capital investment and
asset enhancement initiatives, including refurbishment programmes,
property upgrades and development projects aimed at improving asset
value and tenant experience.
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-
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Project execution and
completion rates, relating to property development, refurbishment
and improvement projects across the Group’s
portfolio.
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-
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Energy efficiency and
sustainability metrics, including energy performance certificates
(EPCs), the adoption of renewable energy solutions and initiatives
aimed at reducing the environmental footprint of the Group’s
properties.
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-
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Health, safety and
building compliance standards, to ensure that the Group’s
properties meet applicable regulatory and operational
requirements.
|
These indicators guide
the Board and management in monitoring operational performance,
maintaining high standards across the Group’s assets and
ensuring that the portfolio remains competitive, sustainable and
aligned with evolving market expectations.
Likely
future business developments
Notwithstanding the
current economic conditions, the Directors consider that the
year-end financial position was satisfactory and that the Group is
well placed to continue operating sustainably.
Principal risks and
uncertainties
Successful management of
risk is essential to enable the Group to achieve its objectives.
The Company regularly updates its group-wide Enterprise Risk
Management assessment in order to align its risk mitigation
measures to the ever-changing environment which it continues to
monitor and update. In fact, all subsidiaries maintain risk
registers which are reviewed and updated on a periodic basis by the
respective boards. The ultimate responsibility for risk management
rests with the Directors of the various boards, who evaluate each
subsidiary’s risks and formulate policies for identifying and
managing such risks. The principal risks and uncertainties, which
are likely to cause adverse impacts on the business are listed
below:
Dependence on
tenants
The Group is dependent
on tenants fulfilling their obligations under their lease
agreements. The business, revenue and projected profits of the
Group would be negatively impacted if tenants failed to honour
their respective lease obligations. There can be no assurance that
the tenants will honour their obligations, for different reasons
such as insolvency, market or economic downturns, operational
failure or other reasons which are beyond the Group’s
control. Such failure may negatively affect the financial condition
of the Group.
The Group is subject
to risk of termination of lease agreements
The Group is subject to
the risk that tenants may terminate or elect not to renew their
respective lease, either due to the expiration of the lease term or
due to an early termination of the lease. In cases of early
termination by tenants prior to the expiration of the lease term
there is a risk of loss of rental income if the tenant is not
replaced in a timely manner and/or on similar conditions which in
turn could have a material negative effect on the Group’s
operational results.
The Group is subject
to increases in operating and other expenses
At present, operating
expenses incurred by the Group are partially recharged to the
tenants occupying the Group’s properties. Nonetheless, in the
future, the Group’s operating and other expenses could
increase without a corresponding increase in revenue, particularly
given the current inflationary environment surrounding the
operations of the Group.
The factors which could
materially increase operating and other expenses include: (i)
unforeseen increases in the costs of maintaining the properties;
and (ii) material increases in operating costs driven by inflation
or other parameters that may not be fully recoverable from
tenants.
The Group may be
impacted by changes in laws and regulations
Changes in laws and
regulations relevant to the Group’s business and operations
could have an adverse impact on the Group’s business and
results of operations.
Market and
competition
The Group is exposed to
risks inherent in the commercial real estate market and
particularly to changes in market conditions in the commercial real
estate markets in the Baltics, Romania, Malta and any other market
where the Group may invest in the future. Such risks may lead to an
oversupply of space or a reduction in tenant demand for a
particular type of property. Risks inherent in the commercial real
estate market may also have an impact on the quality of property
available; the ability of the Group to maintain its service charges
and other expenditure and to control the cost of these items; the
ability of the Company to buy, sell, operate or lease existing or
new properties on favourable terms; and/or the potential
illiquidity of property investments, particularly in times of
economic downturn. All the aforesaid risks may have a material
adverse impact on the revenues of the Company, its financial
performance and its overall financial condition.
Cybersecurity
risk
Failures or breaches of
the electronic systems of the Company, its advisers and other
service providers could cause disruptions, negatively impact the
Company’s business operations and/or potentially result in
financial losses to the Company. Irrespective of the business
continuity plans and risk management systems in place that address
system breaches or failures, there are inherent limitations in such
plans and systems. Furthermore, the Company cannot control the
cybersecurity plans and systems of any of the Company’s
advisers and other service providers.
Fluctuations in
property values
The Group is involved in
the acquisition and disposal of immovable property. Property values
are affected by, and may fluctuate because of, inter alia, changing
demand, changes in general economic conditions, relatively high
interest rates, changing supply within a particular area of
competing space and the attractiveness of real estate relative to
other investment choices. The value of the Group’s property
portfolios may also fluctuate as a result of other factors outside
the Group’s control, such as changes in regulatory
requirements and applicable laws (including those in relation to
taxation and planning), political conditions, the condition of
financial markets, potentially adverse tax consequences, interest
and inflation rate fluctuations and higher accounting and control
expenses. The Group’s operating performance could be
adversely affected by a downturn in the property market in terms of
capital values.
The valuation of property and property-related assets is inherently
subjective. Moreover, all property valuations are made on the basis
of assumptions which may not prove to reflect the true position.
There is no assurance that the valuations of the properties and
property-related assets will reflect actual market
prices.
International
exposure risk
The Group operates in
many countries with differing economic, social and political
conditions. Changes in current conditions may adversely affect the
tenant’s business performance, portfolio fair value, results
of operations, financial conditions, or prospects. The Group
manages such risks by incorporating this risk into its business
strategy, i.e. diversification in terms of geography as well as
type of industries/sectors.
Real estate
investments are illiquid
As property is a
relatively illiquid asset, such illiquidity may affect the
Group’s ability to vary its portfolio or dispose of or
liquidate part thereof in a timely manner and at satisfactory
prices in response to changes in economic, banking, real estate
market or other conditions, or the exercise by tenants of their
contractual rights, such as those enabling them to vacate
properties occupied by them prior to, or upon, the expiration of
the lease term. These factors could have an adverse effect on the
Group’s financial condition and results.
Risks relating to the
potential inability to conclude real estate investments and/or
sales
The Group operates in a
competitive environment and therefore the Company’s financial
performance and future growth are partly dependent on the
Group’s ability to acquire, sell and operate its assets on
attractive and sustainable commercial terms. There can be no
assurance that the Group will continue to be able to identify and
acquire target assets on attractive commercial terms, or at all.
The timing of transactions is also critical, together with the
ability to secure attractive financing. The above factors may have
a material adverse impact on the Company’s future growth and
prospects, as well as on its financial performance and overall
financial condition.
The Group’s
level of debt
The Group’s
ability to implement its respective business strategies is
dependent upon, amongst other things, their ability to generate
sufficient funds internally and to access continued financing at
acceptable costs.
Issuer’s
dependence on payments due from Subsidiaries may be affected by
factors beyond the Issuer’s control
The Issuer is primarily
a holding company and, as such, its assets consist primarily of
loans granted to and investments held in Subsidiaries.
Consequently, the Issuer is largely dependent on income derived
from dividends from Subsidiaries and the receipt of interest and
loan repayments from Subsidiaries. In this respect, the operating
results of the Subsidiaries have a direct effect on the
Issuer’s financial position and therefore the risks intrinsic
to the business and operations of the Subsidiaries have a direct
effect on the financial prospects of the Issuer.
The dividends, interest
payments and loan repayments to be affected by Subsidiaries are
subject to certain risks. More specifically, the ability of
Subsidiaries to affect payments to the Issuer will depend on the
cash flows and earnings of the Subsidiaries, which may be
restricted by changes in applicable laws and regulations, by the
terms of agreements to which they are or may become party,
including the indenture governing their existing indebtedness, if
any, or by other factors beyond the control of the
Issuer.
Significant judgement
and estimates
Note 3 to the financial
statements provides details in connection with the inherent
uncertainties that surround the preparation of the financial
statements which requires significant estimates and
judgements.
Human Capital and
Resource Risk
The Group’s
performance is dependent on its ability to attract, retain and
develop suitably qualified personnel in key areas including
property management, leasing, asset management and investment
analysis. The specialised nature of the Group’s operations
requires technical expertise and market knowledge, particularly
across the multiple jurisdictions in which it operates.
Failure to retain key
personnel or to recruit individuals with the appropriate skills may
result in reduced operational efficiency, suboptimal asset
management, and an inability to effectively execute leasing and
investment strategies. Increased competition for skilled
professionals in the real estate sector may also result in higher
employment costs, which may not be recoverable through increased
revenues.
Brand and
Reputational Risk
The Group’s
reputation is a critical factor in maintaining strong relationships
with tenants, investors, lenders and business partners. Adverse
events, including failure to maintain property standards, tenant
dissatisfaction, non-compliance with regulatory requirements or
negative publicity relating to environmental or social matters, may
damage the Group’s reputation.
A deterioration in the
Group’s reputation could reduce the attractiveness of its
properties to prospective tenants, impact occupancy levels, weaken
its negotiating position in lease agreements and limit access to
financing on favourable terms. Given the prominence of certain
tenants and locations within the Group’s portfolio,
reputational risks may have a disproportionate impact on the
Group’s financial performance.
Supply Chain and
Contractor Dependency Risk
The Group relies on a
range of third-party contractors and service providers for the
maintenance, repair, refurbishment and day-to-day operation of its
properties, including utilities, technical systems and facility
management services.
Disruptions in the
supply chain, including contractor underperformance, insolvency,
labour shortages or cost inflation, may affect the Group’s
ability to maintain properties at the required standard. Such
disruptions may result in increased operating costs, delays in
project execution or deterioration in service quality.
Any sustained failure in
service delivery may negatively impact tenant satisfaction and
could lead to increased vacancy levels, rental concessions or lease
terminations, thereby adversely affecting the Group’s income
and asset values.
Environmental, Social
and Governance (ESG) Risk
The Group is exposed to
risks associated with environmental, social and governance
considerations, which are becoming increasingly significant in the
real estate sector. Environmental risks include those arising from
climate change, such as increased frequency of extreme weather
events, as well as regulatory requirements related to energy
efficiency, carbon emissions and building sustainability
standards.
Compliance with evolving
ESG regulations and expectations may require the Group to incur
significant capital expenditure in order to upgrade or adapt its
properties. Failure to meet such standards may reduce the
attractiveness of the Group’s assets to tenants and
investors, potentially leading to lower occupancy levels, reduced
rental income and diminished asset values.
In addition, social and
governance factors, including tenant wellbeing, health and safety
standards, and corporate governance practices, may influence
stakeholder perceptions and the Group’s ability to maintain
long-term relationships and access financing. Non-compliance or
perceived shortcomings in these areas may adversely affect the
Group’s reputation and financial performance.
Non-Financial
Statement
Hili Properties
integrates environmental, social and governance (ESG)
considerations into its long-term asset management strategy. Our
portfolio spans multiple geographies and buildings, including
office, healthcare and retail assets. Across all our markets, our
objective is consistent: to manage safe, efficient, and resilient
properties that support tenant wellbeing, remain compliant with
evolving regulations and sustain long-term value
creation.
This statement outlines
how we are integrating ESG into our strategy, across three key
areas:
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•
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Environmental – energy
efficiency, renewable energy, smart metering and resource
management across the portfolio
|
|
•
|
Social
– tenant wellbeing, community impact and
employee matters
|
|
•
|
Governance
– risk management, compliance and
responsible business conduct
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1.
Environmental
1.1 Energy efficiency
and building performance
Improving building
performance is a key part of our environmental priorities, with a
focus on how our buildings operate on a day‑to‑day basis. During
the reporting period, we continued to improve lighting systems,
HVAC infrastructure and controls, while progressively expanding
digital monitoring.
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•
|
Stirnu Shopping
Centre, Latvia
Renovations to elevator
and staircase areas included the installation of LED lighting in
common areas, improving light quality and reducing electricity
consumption. The HVAC system was modernised, and additional
air‑conditioning units were added for better indoor comfort for
visitors and tenants. These upgrades contribute to improved energy
performance and more controllable systems, which will serve as a
benchmark when implementing similar improvements across other
buildings in the portfolio.
|
|
•
|
MIRO Offices and
Retail, Romania
MIRO was designed as a
high‑performance, smart office building. Leasable areas are
equipped with DALI‑controlled LED lighting, and common areas use
motion‑sensor LED fixtures to align consumption with occupancy. A
central Building Management System (BMS) manages mechanical and
electrical systems, including ventilation, lighting, power and
security. Continuous performance monitoring enables early detection
of inefficiencies and optimisation of
operating schedules. Due to this integrated approach, no additional
energy optimisation measures were required in 2025, and MIRO
continues to operate below market benchmarks for comparable
properties.
|
|
•
|
Art Business Centre
7, Romania
This property is fully
leased to Ponderas Academic Hospital and operates 24/7 where
continuity of service is critical. During 2025, several floors
underwent upgrades prioritising LED lighting installations,
contributing to energy efficiency improvements where possible while
maintaining uninterrupted healthcare services.
|
|
•
|
Baltic
Portfolio
Reliable data underpins
effective ESG management. During the reporting period, smart
metering was introduced across all properties in the Baltic region,
enabling more detailed, granular measurement of energy use and
supporting:
|
•
|
Targeted interventions
where consumption is unusually high,
|
|
•
|
More accurate allocation
of costs and environmental impacts,
|
|
•
|
Improved reporting to
tenants, investors and other stakeholders.
|
Once collected, data
across most of our Baltic properties is analysed manually, except
for specific tenants, which have implemented automated monitoring
systems to improve energy efficiency. We will evaluate the
potential to scale these systems across additional properties to
promote best practices and maximise energy efficiency.
|
1.2 Renewable energy
and decarbonisation
We are gradually
increasing the share of clean and renewable energy within the
portfolio, combining on‑site generation with certified green
power.
|
•
|
MIRO,
Romania
On-site photovoltaic
(PV) panels provide approximately 23% of MIRO’s annual
electricity demand. Since July 1, 2025, the remaining electricity
has been sourced through contracts for 100% certified renewable
electricity, which means electricity‑related emissions for the
building are effectively reduced to zero. Gas consumption is
managed through scheduled and optimised operation of equipment,
aligned with building and tenant requirements. This integrated
approach, supported by the BMS, reduces peak demand and stabilises
performance.
|
|
•
|
REHAU Industrial
Property, Lithuania
Preparations are
underway for the installation of PV panels in 2026. The project
aims to lower operating costs for tenants and reduce the carbon
intensity of the asset, drawing on MIRO’s technical and
contractual experience.
|
|
•
|
EV charging
infrastructure
We recognise that
decarbonisation is not limited to building operations. At REHAU
Industrial Property, new electric vehicle (EV) charging stations
have been introduced to support the growing number of EVs. MIRO
currently offers 16 on‑site EV charging stations, and a tender to
expand this infrastructure is currently underway, with additional
chargers planned in 2026. As we review the performance and
utilisation of these stations, we will assess where similar
solutions are appropriate in other properties.
|
Going forward, these
projects will be treated as pilot cases that inform the
Group’s future plans. Successful technologies and operating
models will be evaluated for replication or adaptation across the
rest of the portfolio, considering tenants’ needs and
expectations alongside incoming regulations.
1.3 Certifications
and standards
Independent
certifications provide a structured framework for performance
benchmarking and continuous improvement.
|
•
|
REHAU Industrial
Property holds BREEAM certification reflecting recognised
environmental performance and building management
standards.
|
|
•
|
MIRO holds BREEAM
Excellent certification and WELL Core Platinum for its design and
operations, which emphasises health, wellbeing and high‑quality
indoor environments. Recertification for the WELL framework is
targeted for 2026, ensuring ongoing alignment with evolving best
practice.
|
These certifications
inform investment decisions across the wider portfolio,
particularly around energy management, ventilation strategies and
material selection.
1.4 Resource use,
waste and digitalisation
Responsible resource
management is integrated into our property management practices and
tenant engagement.
|
•
|
Across Baltic
properties, waste separation is implemented in line with
legislative requirements. Sorted waste streams are transferred for
recycling and compliance is regularly monitored. Tenants are
informed about separation practices and contribute by separating
waste within leased areas.
|
|
•
|
At MIRO, waste
management requirements are embedded in tenant contracts and site
regulations. Centralised sorting and recycling stations facilitate
selective collection, and electronic waste is managed in accordance
with EU standards. Tenants also participate in zero‑waste
initiatives, supported through workshops and practical
guidance.
|
|
•
|
At Art Business Centre
7, waste is managed by the principal tenant using established
hospital best practices, ensuring safe and compliant handling for
all relevant waste streams.
|
Building Management
Systems (BMS) are increasingly used to enhance operational
oversight. In Romania, at MIRO, external providers deliver
digitised property management solutions, including a tenant
Helpdesk platform and a smart parking system. These tools improve
response times, transparency and reporting. Expanding these
initiatives to other properties will be assessed based on scale and
operational suitability.
2.
Social
2.1 Tenant experience
and employee wellbeing
Tenant wellbeing is a
key driver of customer satisfaction and value and is viewed as an
integral part of asset management.
|
•
|
Baltic
Portfolio
Shared kitchens and
lounges provide informal, welcoming spaces that encourage
interaction among tenant employees and foster a sense of
community.
|
|
•
|
MIRO,
Romania
Health and wellbeing are
embedded in MIRO’s design and operations through its WELL
Platinum certification framework. Key features include:
|
•
|
MERV‑13 filtration with
three air changes per hour,
|
|
•
|
Defined thermal comfort
zones,
|
|
•
|
Natural
daylight,
|
|
•
|
Effective sound
insulation
|
Indoor air and water
quality are tested annually, and tenant satisfaction surveys inform
ongoing improvements. The building includes approximately 1,700 sqm
of landscaped terraces, pedestrian bridges, bicycle parking,
showers, EV charging infrastructure and dedicated smoking areas.
MIRO is fully accessible for people with disabilities, with
step‑free access, elevators and adapted sanitary facilities.
Furthermore, Romania has areas with uranium-rich soils and rocks
where Radon may seep into buildings. Radon measurements conducted
in 2025 confirmed full compliance with applicable legal
standards.
|
|
•
|
Art Business Centre
7
Radon measurements
carried out in 2025 confirmed compliance with legal limits,
supporting a safe environment for patients, staff and
visitors.
|
Feedback from tenants
and visitors continues to inform targeted improvements across the
portfolio.
2.2 Community
engagement
Our retail assets serve
as community anchors in their respective localities.
At Dole Shopping Centre,
community engagement initiatives during the reporting period
included:
|
•
|
Hosting and supporting a
youth therapy centre,
|
|
•
|
Providing space (135
m²) as a polling station for municipal elections in June
2025,
|
|
•
|
Annual celebrations
welcoming first‑grade pupils on September 1,
|
|
•
|
Supporting educational
health awareness initiatives during World Diabetes Day in
November.
|
These initiatives
reinforce the role of our centres as accessible civic spaces that
strengthen community integration.
2.3 Our
people
During the reporting
period, a team‑building event was held in Malta to strengthen
collaboration and cross‑country relationships.
While ESG efforts have
historically focused on asset performance, we recognise the
importance of formalising employee-related frameworks with the
following priorities:
|
•
|
Structured training and
professional development,
|
|
•
|
Clearer role definition
and progression pathways,
|
|
•
|
Periodic employee
feedback mechanisms,
|
|
•
|
Continued attention to
diversity, inclusion and wellbeing.
|
3.
Governance
3.1 Ethics, conduct
and compliance
As part of a listed
group, Hili Properties operates within a framework of Codes of
Ethics and policies covering anti‑corruption, conflicts of interest
and related matters. While no major changes were introduced during
the reporting period, internal reviews and regular board oversight
continue to ensure that policies remain aligned with regulatory
expectations and good practice.
We are progressively
integrating more explicit ESG responsibilities into governance
structures, to ensure that environmental and social considerations
are reflected in decision‑making, risk management and performance
evaluation.
3.2 Risk management
and resilience
Risk management is
integral to asset stewardship. Across the portfolio, periodic
reviews are conducted covering security, sustainability practices,
health and safety and compliance obligations.
|
•
|
In the Baltics,
structured reviews assess security, sustainability practices,
climate‑related risks and tenant health concerns across all
properties. These reviews help keep the assets safe and resilient
and ensure continuous alignment with legislative requirements and
market expectations.
|
|
•
|
At MIRO and Art Business
Centre 7, dedicated contracts for fire and health safety are in
place, including monthly inspections to identify potential hazards.
During 2025, no issues were reported by the appointed contractors
and there were no recordable occupational health and safety
incidents at either property.
|
|
•
|
Legally mandated risk
assessments are carried out on a three‑year cycle. MIRO’s
most recent assessment was completed in March 2025, and Art
Business Centre 7 in August 2023, with the next round scheduled for
2026.
|
These processes provide
a structured view of operational and safety risks, informing
maintenance planning, capital expenditure decisions and engagement
with insurers and financiers. Over time, we intend to expand the
risk framework more systematically to incorporate physical climate
and transition risks in line with evolving EU
expectations.
4. Looking
ahead
Hili Properties
approaches ESG as a long-term value strategy focused on measurable,
asset-level improvements that can be scaled across the portfolio
where they prove most effective.
Key priorities
include:
|
•
|
Extending energy
monitoring and smart metering across the markets, building on the
early successes and lessons learned.
|
|
•
|
Transitioning to
renewable energy generation, starting with REHAU Industrial
Property’s PV installation and continuing to leverage
MIRO’s experience.
|
|
•
|
Aligning refurbishments
and upgrades with the standards and insights from our
best‑performing assets, in particular MIRO and REHAU Industrial
Property.
|
|
•
|
Deepening tenant and
community engagement.
|
|
•
|
Formalising our internal
ESG governance, clarifying roles, KPIs and reporting processes to
support transparent communication with investors and
stakeholders.
|
Expectations around ESG
are continually evolving, particularly within the EU regulatory
context. Our approach remains pragmatic and focused on creating
lasting value for our tenants, communities, employees and
shareholders, while ensuring that successful initiatives
implemented at individual assets can, where appropriate, be adapted
and scaled across the wider portfolio.
Events after
reporting date
Extraordinary General
Meeting
Following a Board
meeting held in March 2026, the Company resolved to convene an
Extraordinary General Meeting (EGM). The purpose of the EGM was to
consider the Board’s recommendation in favour of the
discontinuation of listing of all the Company’s shares (from
the Official List of the Malta Stock Exchange). The results of the
meeting allowed the Company to proceed with the submission of
an application to the MFSA for the discontinuation of listing of
the shares. This is not expected to have an impact on the carrying
amounts of assets and liabilities as of 31 December
2025.
The above event has not
required adjustments to the amounts recognised in these financial
statements.
Ongoing conflicts and
economic uncertainties
The
ongoing war in the Middle East has is being closely
monitored by the Directors. The Group’s direct investment
exposure in the region is insignificant and, as at the date of
approval of these financial statements, the Group has no plans to
expand its operations or investments in that region. Nevertheless,
the Group remains vigilant, as a prolongation of the war is
likely to have indirect effects, including potential
disruptions to global supply chains and upward pressure on costs
arising from inflationary factors.
Future business
outlook
The Company’s
outlook for 2026 remains positive. The Group expects steady demand
across its key markets and will continue to focus on operational
efficiency, selective acquisitions, and sustainable initiatives.
While macroeconomic and geopolitical factors may present
challenges, the Group is well-positioned to manage risks and
support long-term growth.
Going Concern
Statement Pursuant to Capital Markets Rule 5.62
As required by Capital
Markets Rule 5.62, after making due enquiry and using the best
judgement available at the time of approving these financial
statements, an impact assessment has been carried out by the Board,
including a review of cash flow scenarios. Based on this review and
the measures taken as indicated above, the Board expects that the
Group will be able to sustain its operations over the next twelve
months and to meet its obligations as and when they fall
due.
Accordingly, for these
reasons the Directors are satisfied that, at the time of approving
the financial statements, it is appropriate to adopt the going
concern basis in preparing these financial statements.
Directors
The Directors who held
office during the year were:
Pier Luca Demajo
(Chairman)
Archibald
Bethel
David
Aquilina
Laragh Cassar
Peter Hili
Georgios Kakouras
(ceased to be a director on 28 February 2026)
In accordance with the
Company’s Articles of Association, all Directors remain in
office. On 28 February 2026, Mr. Georgios Kakouras ceased to hold
office and Ms. Daniela Pavia was appointed as Interim Chief
Executive Officer.
Auditors
The auditor, Grant
Thornton Malta has indicated its willingness to continue in office
and a resolution proposing its re-appointment will be put to the
Annual General Meeting.
Approved by the Board
of Directors and signed on its behalf on 27 April 2026
by Pier Luca Demajo (Chairman) and David Aquilina (Director and
Chairman of Audit Committee) as per the Directors' Declaration on
ESEF Annual Financial Report submitted in conjunction with the
Annual Financial Report.
Statement of directors’
responsibilities
Year ended 31 December
2025
The Directors are
required by the Maltese Companies Act (Cap. 386) to prepare
financial statements in accordance with International Financial
Reporting Standards as adopted by the European Union (EU) which
give a true and fair view of the state of affairs of the Company
and the Group at the end of each financial year and of the profit
or loss of the Company and its Group for the year then ended. In
preparing the financial statements, the Directors
should:
|
-
|
select suitable
accounting policies and apply them consistently;
|
|
-
|
make judgements and
estimates that are reasonable and prudent;
|
|
-
|
prepare the financial
statements on a going concern basis, unless it is inappropriate to
presume that the Company and the Group will continue in business as
a going concern;
|
|
-
|
account for income and
charges relating to the accounting period on the accruals
basis;
|
|
-
|
value separately the
components of asset and liability items; and
|
|
-
|
report comparative
figures corresponding to those in the preceding accounting
period.
|
The Directors are
responsible for ensuring that proper accounting records are kept
which disclose with reasonable accuracy at any time the financial
position of the Company and the Group which enable the Directors to
ensure that the financial statements comply with the Maltese
Companies Act (Cap. 386). This responsibility includes designing,
implementing and maintaining such internal control as the Directors
determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to
fraud or error. The Directors are also responsible for safeguarding
the assets of the Company and the Group and hence for taking
reasonable steps for the prevention and detection of fraud and
other irregularities.
Statement of Responsibility
Pursuant to Capital Markets Rules 5.68
The Directors declare
that, to the best of their knowledge, the financial statements
included in the Annual Report are prepared in accordance with the
requirements of International Financial Reporting Standards as
adopted by the European Union, as amended from time to time, and
give a true and fair view in all material respects of the assets,
liabilities, financial position and results of the Company and the
Group. The Directors further confirm that this report includes a
fair review of the development and performance of the business and
the position of the Company and the Group, together with a
description of the principal risks and uncertainties that it
faces.
Approved by the Board
of Directors and signed on its behalf on 27 April 2026 by Pier Luca
Demajo (Chairman) and David Aquilina (Director
and Chairman of Audit Committee
) as per the Directors' Declaration on ESEF
Annual Financial Report submitted in conjunction with the Annual
Financial Report.
Corporate governance statement
Introduction
Pursuant to the Capital
Market Rules as issued by the Malta Financial Services Authority
(‘MFSA’), Hili Properties p.l.c. (the
‘Company’) is hereby reporting on the extent of its
adoption of the Code of Principles of Good Corporate Governance
(the ‘Code’ or the ‘Principles’) contained
in Appendix 5.1 of the Capital Market Rules.
The adoption of the Code
is not mandatory in nature. Notwithstanding this, the Directors are
strongly of the opinion that the adoption of the Code is in the
best interest of the Company, its shareholders and other
stakeholders since it provides the necessary framework to ensure
that the Directors, management, and employees of the Company work
towards the right set of principles and ethical
standards.
The Company currently
has a corporate decision-making and supervisory structure that is
tailored to suit the Company’s requirements and designed to
ensure the existence of adequate checks and balances, whilst
retaining an element of flexibility, particularly in view of the
size and nature of its business. Generally speaking, the Company
adheres to the Code, except for those identified instances where
there exist particular circumstances that, in the view of the
Directors are excessive to the nature and size of the
Company.
Principle 1: The
Board
Principle 3:
Composition of the Board
The Board of
Directors
The Board of Directors
is responsible for the overall long-term direction of the Company,
in particular being actively involved in overseeing the systems of
control and financial reporting and that the Company communicates
effectively with the market.
The Board of Directors
meets regularly, with a minimum of four times annually, and is
currently composed of six members. Three of the members, being Mr
Pier Luca Demajo, Mr David Aquilina and Dr Laragh Cassar are
independent from the Company or any other related
companies.
The members of the board
are the following:
|
Pier Luca
Demajo
|
Independent
Non-Executive Director
|
|
David
Aquilina
|
Independent
Non-Executive Director
|
|
Laragh Cassar
|
Independent
Non-Executive Director
|
|
Peter
Hili
|
Non-Executive
Director
|
|
Archibald
Bethel
|
Non-Executive
Director
|
|
Georgios
Kakouras
|
Executive Director
(ceased to be a Director on 28 February 2026)
|
The Board considers that
its size is appropriate, taking into account the size of the
Company and its operations. Furthermore, the Board is of the view
that it has the required diversity of knowledge, judgment and
experience to properly complete its tasks. The competencies of the
Directors ranges from industry, financial and legal
expertise.
As above set out, the
Board is composed of a mix of Executive and Non-Executive
Directors. The presence of Non-Executive Directors on the Board
serves to, inter alia, constructively challenge the
Executive Directors and management of the Company, and particular
focus is made on strategy and the integrity of financial
performance and management.
Each presently appointed
Non-Executive Director has declared to the Board as stipulated
under the Code Provision 3.4 undertaking:
|
(a)
|
to maintain in all
circumstances his/her independence of analysis, decision and
action;
|
|
(b)
|
not to seek or accept
any unreasonable advantages that could be considered as
compromising his/her independence; and
|
|
(c)
|
to clearly express
his/her opposition in the event that he/she finds that a decision
of the board may harm the Company.
|
Principle 2: Chairman
and Interim CEO
The Chairman of the
Company (Mr Pier Luca Demajo) leads the Board and sets its agenda
and works closely with the Company Secretary. In addition, the
Chairman ensures that the Directors receive precise, timely and
objective information so that they can take sound decisions and
effectively monitor the performance of the Company and that
effective communication with shareholders is maintained. The
Chairman also encourages active engagement by all Directors for
discussion of complex or contentious issues. Working hand in hand
with the Chairman is the Interim CEO, (Ms. Daniela Pavia) who leads
the executive management of the Company.
Principle 4: The
Responsibilities of the Board
The Board has the first
level responsibility for executing the four basic roles of
Corporate Governance: accountability, monitoring, strategy
formulation and policy development. The Board has established a
clear internal and external reporting system so that it has access
to accurate, relevant and timely information and ensures that
management constantly monitor performance and report to its
satisfaction. The Board, at least on a quarterly basis, evaluates
management’s implementation of corporate strategy and
financial objectives by reference to a number of criteria,
including projected earnings and other anticipated
criteria.
The Board has not
developed a formal succession plan for its Interim CEO and the
Directors themselves, however, is in the process of discussing a
manner in which a succession planning process can be
implemented.
Principle 5: Board
Meetings
Each of the Directors
has applied the necessary time and attention for the performance of
his/her duties to the Company. During 2025, the Board met on ten
(10) occasions:
|
Director
|
Attendance
|
|
Pier Luca
Demajo
|
10 out of 10
meetings
|
|
David
Aquilina
|
10 out of 10
meetings
|
|
Laragh Cassar
|
5 out of 10
meetings
|
|
Peter
Hili
|
10 out of 10
meetings
|
|
Archibald
Bethel
|
9 out of 10
meetings
|
|
Georgios
Kakouras
|
10 out of 10
meetings
|
As a matter of practice,
each Board meeting to be held throughout the year is scheduled well
in advance of their due date and each Director is provided with
detailed Board papers relating to each agenda item in good time
prior to the actual meetings. Board meetings concentrate mainly on
strategy, operational performance and financial performance of the
Company. After each Board meeting and before the next, Board
minutes that faithfully record attendance, key issues and decisions
are sent to the Directors.
Audit
Committee
The Terms of Reference
of the Audit Committee are modelled on the principles set out in
the Capital Market Rules, including the roles set out in Capital
Market Rules 5.127 to 5.130. In addition, unless otherwise dealt
with in any other manner prescribed by the Capital Market Rules,
the Audit Committee has the responsibility to, inter alia,
monitor and scrutinise, and, if required, approve Related Party
Transactions, if any, falling within the ambits of the Capital
Market Rules and to make its recommendations to the Board of any
such proposed Related Party Transactions. The Audit Committee
establishes internal procedures and monitors these on a regular
basis. The Committee also has the authority to summon any
person to assist it in the performance of its duties, including the
Company’s external auditors.
Whilst the Company does
not have a permanent internal auditor function within its
organisational structure, the Audit Committee has engaged the
services of external audit firms to carry out specific internal
audit checks.
The Audit Committee, is
currently composed of the following individuals:
|
David
Aquilina
|
Chair & Independent
Non-Executive Director
|
|
Laragh Cassar
|
Independent
Non-Executive Director
|
|
Peter
Hili
|
Non-Executive
Director
|
This satisfies the
requirement established by the Capital Market Rules that the Audit
Committee is composed of Non-Executive Directors, the majority of
which being independent.
The Board of Directors
assessed the independence of these members and unanimously agreed
that in line with good corporate governance, David Aquilina, Peter
Hili and Laragh Cassar conduct themselves in an independent and
professional manner satisfying the Capital Market Rules.
Furthermore, the Board
of Directors considers the Audit Committee, as a whole, to have the
relevant experience in the real estate sector, David Aquilina being
considered to be an expert in the real estate business and
competent in accounting and/or auditing in terms of the Capital
Market Rules. The Chief Financial Officer of the Company/Interim
CEO is also present during the Audit Committee meetings.
The Audit Committee met
six (6) times during 2025.
|
David
Aquilina
|
6 out of 6
meetings
|
|
Laragh Cassar
|
3 out of 6
meetings
|
|
Peter
Hili
|
6 out of 6
meetings
|
Communication with and
between the Company Secretary, top level management and the
Committee is ongoing and considerations that required the
Committee’s attention were acted upon between meetings and
decided by the Members (where necessary) through electronic
circulation and correspondence.
Principle 6:
Information and Professional Development
Appointments and changes
to senior management are the responsibility of the Interim CEO and
are approved by the Board. The Board actively considers the
professional and technical development of the Board itself, all
senior management and staff members. The Interim CEO also has
systems in place to monitor management and staff morale.
Management prepares detailed reviews for each Board meeting
covering all aspects of the Company’s business.
On joining the Board, a
new director is provided with the opportunity to consult with the
Executive Directors and senior management of the Company in respect
of the operations of the Group. Each Director is made aware of the
Company’s on-going obligations in terms of the Companies Act,
the Capital Market Rules and other relevant legislation. Directors
have access to the advice and services of the Company Secretary and
to the legal counsel of the Company.
The Company is also
prepared to bear the expense incurred by the Directors requiring
independent professional advice should they deem it necessary to
discharge their responsibilities as Directors.
Principle 7:
Evaluation of the Board’s Performance
With respect to the year
under review, the Board undertook an evaluation of its own
performance, the Chairman’s performance and that of its
Committees. The Board did not per se appoint a Committee to
carry out this performance evaluation but the evaluation exercise
was conducted through a questionnaire, copies of which were sent to
the Chairman of the Audit Committee and the results were reported
to the Chairman of the Board. No material changes were made to the
Company’s structures as a result of the Board
evaluation.
Principle 8:
Committees
The required disclosures
on the remuneration structure of the Company are found in the
annual report under ‘Remuneration
Statement’.
Furthermore, reference
is made to the non-compliance section hereunder where disclosure of
the non-compliance with the appointment of a remuneration committee
and a nomination committee is made.
Principle 9 and 10:
Relations with Shareholders and with the Market & Institutional
Investors
The Company engages in
dialogue with the market through a number of measures, including
the issuance of timely and information announcements to the market,
the holding of meetings with the local stockbroking community and
the issuance of press releases. The Company intends to ensure that
all communications are effectively and through additional channels,
such as through its annual general meetings, where shareholders
will be given the opportunity to have their questions raised and
answered.
Principle 11:
Conflicts of Interest
The Directors are aware
that their primary responsibility is always to act in the interest
of the Company and its Shareholders as a whole, irrespective of who
appointed them to the Board. Acting in the interest of the Company
includes an obligation to avoid conflicts of interest. In such
instances, the Company has strict policies in place which allow it
to manage such conflicts, actual or potential, in the best interest
of the Company. Each Director’s service contract contains
provisions which require the Director to:
|
(a)
|
ensure that his/her
personal interests do not conflict with the interests of the
Company;
|
|
(b)
|
not carry on, directly
or indirectly, business in competition with the Company;
|
|
(c)
|
not make personal gains
or profits from his post without the consent of the Company, or
from confidential information;
|
|
(d)
|
not use any property,
information or opportunity of the Company for his own benefit or
for the benefit of any third party; and
|
|
(e)
|
not obtain any benefit
in connection with the exercise of his powers, except with the
consent of the Company in general meeting.
|
Furthermore, any
Director that has a conflict (actual or potential) is required to
disclose and record the conflict in full and in time to the Board
and is also precluded from participating in a discussion concerning
matters in such conflicted matters. Under no circumstance is the
conflicted Director, permitted to vote on the matter. This
requirement is reflected in Article 87.3 of the Company’s
Articles of Association. Subject to the provisions of the law, the
Company may in general meeting, by ordinary resolution, suspend or
relax the said provisions of the Articles of Association to any
extent or ratify any transaction not duly authorised by reason of a
contravention of the said provision.
Principle 12:
Corporate Social Responsibility
The Directors also seek
to adhere to accepted principles of Corporate Social Responsibility
in their management practices of the Company in relation to the
Group’s workforce and the community in general.
Environmental, Social
and Governance Standards Commitment
Hili Properties p.l.c.
is committed to environmental, social and governance (ESG’)
principles and actively works to optimise its portfolio
performance, reduce energy consumption and lower carbon emissions.
Its strategy focuses on the acquisition and development of
sustainable buildings. The Company is dedicated to supporting the
communities in which it operates, recognising that this enhances
stakeholder value and contributes to long-term success.
Accordingly, a range of ESG initiatives are implemented to benefit
tenants and the broader community, with considerable efforts made
to improve sustainability, reduce energy use and carbon emissions,
and promote social responsibility.
Reaching out to the
community, tenants support
Hili Properties p.l.c.
continued its support for the “Children and Adolescent
Resource Centre” (PRC) throughout 2025. This non-profit
organization, which opened in 2022, provides therapy and support to
children and families. The Group has made available dedicated space
within one of its shopping centers in Riga to facilitate the
PRC’s activities, including specially designed rooms for
therapists to conduct sessions. During 2025, the Centre delivered
148 long-term therapy sessions and 375 short-term therapy sessions
for adolescents and their families, provided by a total of nine
specialists.
Caring for the
Environment
Hili Properties p.l.c.
has installed photovoltaic (‘PV’) panels across its
portfolio and continued extending these installations at Rehau in
Lithuania and the MIRO office building in Bucharest, Romania. These
initiatives reduce the buildings’ carbon footprint while
providing cost-saving benefits for tenants. Installation of PV
panels at the Klaipėda property is scheduled to begin in 2026,
marking the next phase of planned sustainability enhancements and a
key step toward on-site renewable energy generation. The
Klaipėda property has also introduced electric vehicle (EV)
charging stations, supporting sustainable mobility and responding
to the growing adoption of electric vehicles among tenants and
visitors.
The MIRO office building
continues to demonstrate strong performance in sustainability,
health, and occupant wellbeing. It holds a BREEAM Excellent
certification, recognising its energy-efficient design, responsible
material selection, and robust environmental management systems.
WELL Core Platinum recertification is targeted for 2026, reflecting
MIRO’s ongoing commitment to creating a healthy and
sustainable built environment. The building currently provides 16
on-site EV charging stations, and in line with anticipated tenant
demand and the long-term sustainability strategy, a tender is
underway to expand the charging infrastructure, with additional
stations planned for installation in 2026.
Non-compliance with
the Code
Principle 4: The
Responsibilities of the Board: Succession Planning
The Board has not
developed a formal succession plan for its Interim CEO and the
Directors themselves, however, is in the process of discussing a
manner in which a formal succession plan can be
implemented.
Principle 7:
Evaluation of the Board’s Performance
With respect to the year
under review, the Board undertook an evaluation of its own
performance, the Chairman’s performance and that of its
committees. The Board did not per se appoint a committee to
carry out this performance evaluation, but the evaluation exercise
was conducted through a questionnaire, copies of which were sent to
the Chairman of the Audit Committee and the results were reported
to the Chairman of the Board. No material changes were made to the
Company’s structures as a result of the Board
evaluation.
Principle 8:
Committees
Under the present
circumstances, the Board does not consider it necessary to appoint
a remuneration committee and a nomination committee as decisions on
these matters are taken at shareholder level.
Internal
Control
Organisation
The Company operates
through the Board of Directors with clear reporting lines and
delegation of powers. The Board is responsible for the
Company’s internal controls as well as their effectiveness
and the authority to operate such controls are delegated to the
Interim CEO.
Control
environment
The Company is committed
to the highest standards of business conduct and seeks to maintain
these standards across all its subsidiaries.
The Company has an
appropriate organisational structure for planning, executing, and
controlling and monitoring business operations to achieve
objectives. Lines of responsibility and delegation of authority are
documented.
The Group and the
individual companies comprising it have implemented control
procedures designed to ensure complete and accurate accounting for
financial transactions and to limit the potential exposure to loss
of assets or fraud. Measures taken include physical control,
segregation of duties and reviews by management and external
auditors.
Although the Company has
not appointed an internal auditor, the Board of Directors
believes that the combination of checks and balances on the finance
function of the Company, including the remit and responsibilities
of the Audit Committee, the Company’s finance policies and
procedures, as well as the Company’s statutory and legal
obligations as a listed entity together of the engagement of
independent external auditors, provide adequate and suitable
controls that are commensurate with the size and complexity of its
business and operations. The Board of Directors will retain this
matter under review in the coming year.
Risk
identification and assessment
Group management and the
Board of Directors are responsible for the identification and
evaluation of key risks applicable to their areas of business.
These risks are assessed on a continual basis and may be associated
with a variety of internal or external sources including control
breakdowns, disruption in
information systems, competition, natural
catastrophe, and regulatory requirements.
Information and communication
Group companies
participate in periodic strategic reviews, which include
consideration of long-term financial projections and the evaluation
of business alternatives.
Monitoring and corrective action
There are clear and
consistent procedures in place for monitoring the system of
internal financial controls. The Audit Committee plans in advance
and meets regularly during the year and, within its Terms of
Reference as approved by the MFSA, reviews the effectiveness of the
Group’s systems of internal financial controls. The Audit
Committee receives reports from management and the independent
external auditors.
General Meetings and
Shareholders’ Rights
Conduct of General
Meetings
It is only shareholders
whose details are entered into the register of members on the
record date that are entitled to participate in the General Meeting
and to exercise their voting rights. In terms of the Capital Market
Rules, the record date falls 30 days immediately preceding the date
set for the General Meeting to which it relates. The establishment
of a record date and the entitlement to attend and vote at General
Meeting does not, however, prevent trading in the shares after the
said date.
In order for business to
be transacted at a general meeting, a quorum must be present. In
terms of the Articles of Association, 50% of the total voting
rights constitutes a quorum. If within half an hour, a quorum is
not present, if convened by or upon requisition of the
shareholders, the meeting will be dissolved. In any other case, it
shall be adjourned to such time and place as determined by the
Chairman (not being less than 14 days nor more than 28 days). If at
the adjourned meeting, a quorum is not present within thirty
minutes, the members present (being not less than two persons)
shall constitute quorum. The Company is required to give not less
than ten (10) clear days’ notice and the notice is required
to specify that the Members present as aforesaid shall form a
quorum. At any General Meeting, a resolution put to a vote shall be
determined and decided by a show of hands, unless a poll is
demanded before or on the declaration of the result of a show of
hands by:
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(i)
|
the Chairman of the
meeting; or
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(ii)
|
by at least three (3)
members present in person or by proxy; or
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(iii)
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any member or members
present in person or by proxy and representing not less than one
tenth of the total voting power of all members having the right to
vote at that meeting; or
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(iv)
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a member or members
present in person or by proxy holding equity securities conferring
a right to vote at the meeting, being equity securities on which an
aggregate sum has been paid up equal to not less than one-tenth of
the total sum paid up on all the equity securities conferring that
right.
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Unless a poll be so
demanded, a declaration by the Chairman that a resolution has on a
show of hands been carried or carried unanimously, or by a
particular majority, or lost and an entry to that effect in the
book containing the minutes of the proceedings of the Company shall
be conclusive evidence of the fact without proof of the number or
proportion of the votes recorded in favour of or against such
resolution, provided that where a resolution requires a particular
majority in value, the resolution shall not be deemed to have been
carried on a show of hands by the required majority unless there be
present at that meeting, whether in person or by proxy, a number of
members holding in the aggregate the required majority as
aforesaid. A demand for a poll may be withdrawn.
A poll demanded on the
election of a chairman or on a question of adjournment shall be
taken forthwith.
A poll demanded on any
question shall be taken either immediately, at any time during the
meeting, or at such subsequent time (not being more than thirty
days after the date of the Meeting or adjourned Meeting at which
the poll is demanded) and place as the Chairman may direct.
No notice need be given of a poll not taken immediately. Any
business other than that upon which a poll has been demanded may be
proceeded with pending the taking of the poll. The demand for
a poll may be withdrawn. If a poll is duly demanded it shall
be taken in such manner (including the use of ballot or voting
papers or ticket) as the Chairman of the Meeting directs, and the
result of the poll shall be deemed to be the resolution of the
meeting at which the poll was demanded.
In the case of an
equality of votes, whether on a show of hands or on a poll, the
Chairman of the Meeting at which the show of hands takes place or
at which the poll is demanded, shall be entitled to a second or
casting vote.
Where a poll is taken at
a general meeting of the Company and a request is made by a
Shareholder for a full account of the poll, the Company is required
to publish the following information on its website by not later
than fifteen (15) days after the day of the General Meeting at
which the voting result was obtained:
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a.
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the date of the
meeting;
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b.
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the text of the
resolution or, as the case may be, a description of the subject
matter of the poll;
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c.
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the number of shares for
which votes have been validly cast;
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d.
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the proportion of the
Company’s issued share capital at close of business on the
day before the meeting represented by those votes;
|
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e.
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the total number of
votes validly cast; and
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f.
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the number of votes cast
in favour of and against each resolution and, if counted, the
number of abstentions.
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Where no Shareholder
requests a full account of the voting at a General Meeting, it
shall be sufficient for the Company to establish the voting results
only to the extent necessary to ensure that the required majority
is reached for each resolution.
Where voting on a
particular item or resolution is conducted by a show of hands
rather than by a poll, it shall not be necessary in the case where
a Shareholder requests a full account of the voting at a General
Meeting for the Company to publish the information required by the
Capital Markets Rules and it shall be sufficient for the Chairman
of the meeting to publish a statement indicating:
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a.
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the total number of
Shareholders entitled to vote present at the
meeting; and
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b.
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that upon a show of
hands at the meeting it appeared that the resolution had either
been carried or rejected.
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Proxy
The instrument
appointing a proxy shall be in writing under the hand of the
appointor or of his attorney duly authorised in writing, or if the
appointor is a person other than a natural person, the hand of an
officer or attorney duly authorised. The signature on such
instrument need not be witnessed nor must a proxy be a Member of
the Company. A Member may not appoint more than one proxy to
attend on the same occasion unless such Member is holding shares
for and on behalf of third parties in which case he shall be
entitled to grant a proxy to each of his clients or to any third
party designated by a client. Such Member shall be entitled to cast
votes attaching to some of the Shares differently from the others.
Proxy forms shall be designed by the Company to allow such split
voting.
Deposit of an instrument of proxy shall not preclude a Member from
attending and voting in person at the Meeting or any adjournment
thereof.
An instrument appointing
or revoking a proxy and the power of attorney or other authority,
if any, under which it is signed, or a notarial certified copy of
that power or authority shall either (i) be deposited at the Office
or at such other place (if any) in Malta as is specified for that
purpose in or by way of note to the notice convening the Meeting,
or (ii) be transmitted electronically to an electronic address as
is specified for that purpose in or by way of note to the notice
convening the Meeting, in each case not less than forty-eight hours
before the time for holding the Meeting or, if the Meeting be
adjourned, not less than forty-eight hours (or such lesser period
as the Chairman who adjourned the Meeting may in his discretion
determine) before the time for holding the adjourned Meeting, at
which the person named in the instrument proposes to vote, or, in
the case of a poll taken otherwise than at or on the same day as
the Meeting or adjourned Meeting, not less than twenty-four hours
before the time appointed for the taking of the poll at which it is
to be used, and in default the instrument of proxy shall not be
treated as valid.
An instrument appointing
a proxy shall, unless the contrary is stated thereon, be valid as
well for any adjournment of the Meeting to which it relates.
No instrument of proxy shall be valid after the expiration of
twelve months from the date of its execution except at an adjourned
Meeting or on a poll demanded at a Meeting or adjourned Meeting in
cases where the Meeting was originally held within twelve months
from that date.
The instrument
appointing a proxy shall be deemed to confer authority to demand or
join in demanding a poll.
A vote given in
accordance with the terms of an instrument of proxy shall be valid
notwithstanding the previous death or interdiction of the principal
or revocation of the proxy or of the authority under which the
proxy was executed, or the transfer of the share in respect of
which the proxy is given, provided that no intimation in writing of
such death, interdiction, revocation or transfer shall have been
received by the Company at the Office or such other place (if any)
as is specified for depositing the instrument of proxy an hour at
least before the commencement of the Meeting or adjourned Meeting
or the holding of a poll subsequently thereto at which such vote is
given.
Any person which is not
a natural person and is a Member of the Company may by resolution
of its Directors or other governing body
authorise such person as it thinks fit to act as its representative
at any Meeting of the Company or of any class of Members of the
Company, and the person so authorised shall be entitled to exercise
the same powers on behalf of the Member which he represents as that
Member could exercise if it were an individual Member of the
Company.
Including items on
the agenda
A Shareholder or
Shareholders holding not less than 5% of the issued share capital
may include items on the agenda of the General Meeting and table
draft resolutions for items included on the agenda of a General
Meeting. Such right must be exercised by the Shareholder at least
46 days before the date set for the General Meeting to which it
relates.
Questions
Shareholders have the
right to ask questions which are pertinent and related to the items
on the agenda. The Company may provide one overall answer to
questions having the same content. An answer to a question is
not required where:
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a.
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to give an answer would
interfere unduly with the preparation for the meeting, involve the
disclosure of confidential information or cause prejudice to the
business interests of the Company;
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b.
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the answer has already
been given on the Company’s website in the form of an answer
to a question;
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c.
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it is not in the
interests of good order of the meeting that the question be
answered; or
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d.
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the Company is unable to
provide an immediate reply, provided that such reply is
subsequently posted on the website of the Company.
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Electronic
voting
In terms of the Articles
of Association of the Company, a ll General
Meetings of the Company may be held virtually in accordance with
applicable law and, where applicable, the Capital Markets Rules.
The means used for the virtual meeting and the procedure of how
Members shall be entitled to attend and vote, and participate in
the discussion shall be determined prior to every General Meeting
and shall be communicated to all Members in the relevant notice
convening such General Meeting.
Further details on the
conduct of a General Meeting and Shareholders’ rights are
contained in the Memorandum and Articles of Association of the
Company and in line with Chapter 12 of the Capital Market
Rules.
Approved by the Board
of Directors and signed on its behalf on 27 April 2026
by David Aquilina, (Director and Chairman of Audit
Committee).
David
Aquilina
Director and Chairman
of Audit Committee
Remuneration Policies
In accordance with
Capital Market Rule 12.26A, the Company is required to establish a
‘remuneration policy in respect of its Directors’ and
to grant the right to Shareholders to vote on the remuneration
policy at the Annual General Meeting (AGM). The Capital Market
Rules also require the Company to draw up a remuneration report in
accordance with the ‘remuneration policy in respect of its
Directors’ and with the criteria in Appendix 12.1
‘Information to be provided in the Remuneration Report’
of the said Capital Market Rules.
Remuneration policy -
Directors
In the absence of a
remuneration committee, the Board determines the framework of the
remuneration policy for the members of the Board as a whole. The
Board is composed of Executive and Non-Executive
Directors.
As at the date hereof,
the Non-Executive Directors are party to a director services
contract with the Company, pursuant to which their respective role,
responsibilities, duties and the applicable remuneration is set
out.
The term of such service
contracts commences from the date of entry into the said contract
and continues in force thereafter until the next Annual General
Meeting of the Company at which the Directors shall be eligible for
re-election, or until such time as the Director resigns or until
such time as such Director is removed from office.
None of the service
contracts contain provisions for termination payments and other
payments linked to early termination.
The maximum annual
aggregate emoluments that may be paid to the Directors is approved
by the Shareholders in General Meeting. The Board may approve
changes to the fees within the aggregate amount approved by
Shareholders at the Annual General Meeting. The total fees paid to
Non-Executive Directors (in their role as Director) is to be
entirely represented by a fixed remuneration.
Directors’
emoluments are designed to reflect the Directors’ knowledge
of the business and time committed as Directors to the
Company’s affairs.
None of the
Non-Executive Directors in their capacity as Non-Executive
Directors of the Company shall be entitled to profit sharing, share
options, pension benefits, variable remuneration or any other
remuneration or related payments from the Company.
Remuneration policy
– Senior Executives
For the purposes of this
policy, the Senior Executives of the Company shall refer to the
Interim CEO, the Chief Finance Officer (‘CFO’) and the
Head of Properties (HOP’).
The Board shall
determine the framework of the overall remuneration policy and
individual remuneration arrangements for its Senior Executives. The
Board considers that these remuneration packages, inclusive of
variable and non-variable payment, should be designed to reflect
market conditions and to attract appropriate quality executives to
ensure the efficient management of the Company. The Board
acknowledges that the payment of a variable remuneration has become
increasingly important in attracting and maintaining quality
staff.
The terms and conditions
of employment of each individual within the Senior Executive team
are set out in their respective contracts of employment with the
Company. The contracts of employment of the Senior Executive
are made on an indefinite basis. The Interim CEO is entitled to a
fixed-based salary together with a variable discretionary
performance bonus, based on a pre-defined percentage of the audited
consolidated net profit before taxation of the Company. Such bonus
scheme is driven by the crucial role of the Interim CEO in the
oversight of the day-to-day business, and the growth of the Company
and its underlying business clusters.
In the case of the CFO
and the HOP, additional performance criteria are considered in the
entitlement to a bonus. Additionally, the Senior Executives are
entitled to medical insurance cover, an expensed mobile phone and
laptop. Moreover, share options are currently not part of the
Company’s remuneration package available to employees of the
Company.
During the year, the
Directors received the following fees:
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Director
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Fixed
Remuneration
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Variable
Remuneration
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Other
|
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Pier Luca
Demajo
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Eur40,000
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None
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None
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David
Aquilina
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Eur18,245
|
None
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None
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Laragh Cassar
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Eur12,173
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None
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None
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*Archibald
Bethel
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None
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None
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None
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*Peter
Hili
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None
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None
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None
|
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Georgios Kakouras
(Managing Director)
|
a.
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Directors’
fees
|
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b.
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Salary as Managing
Director
|
|
Eur1,479
Eur150,000
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None
Eur186,312
|
None
None
|
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Total
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Eur221,897
|
Eur186,312
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None
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* Archibald Bethel and
Peter Hili did not receive any remuneration in respect of their
office as Directors of the Company.
2025 Senior Executives Remuneration
During the course of
2025, the total remuneration paid to the members of the executive
management team was Eur195,586 (excluding the
above referred salary paid to the Managing Director).
Approved on 27
April 2026 by Pier Luca Demajo (Chairman) as per the Directors'
Declaration on ESEF Annual Financial Report submitted in
conjunction with the Annual Financial Report
.
Disclosure in terms of the Capital Market
Rules
Share capital
structure
The Company’s
authorised share capital is Eur120,000,000
divided into one 600,000,000 ordinary shares of
Eur0.20 per share. The Company’s issued share
capital is Eur80,178,540 divided into
400,892,700 ordinary shares of Eur0.20 per
share. All of the issued shares of the Company form part of
one class of ordinary shares in the Company, which shares are
listed on the Malta Stock Exchange. All shares in the Company
have the same rights and entitlements and rank pari
passu between themselves.
The following are
highlights of the rights attached to the shares:
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Dividends:
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The shares carry the
right to participate in any distribution of dividends declared by
the Company;
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Voting
rights:
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Each share shall be
entitled to one vote at meetings of Shareholders;
|
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Pre-emption
rights:
|
In accordance with
Article 88 of the Act, should shares of the Company be proposed for
allotment for consideration in cash, those shares must be offered
on a pre-emptive basis to shareholders in proportion to the share
capital held by them immediately prior to the new issue of shares.
A copy of any offer of subscription on a pre-emptive basis
indicating the period within which this right must be exercised
must be delivered to the Registrar of Companies for registration.
Provided that such registration shall not be required as long as
all the Shareholders of the Company are informed in writing of the
offer of subscription on a pre-emptive basis and of the period
within which this right shall be exercised. The right of
pre-emption may be withdrawn by an extraordinary resolution of the
General Meeting, in which case, the Directors will be required to
present to that General Meeting a written report indicating the
reasons for restriction/withdrawal of the said right and justifying
the issue price;
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Capital
distributions:
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The shares carry the
right for the holders thereof to participate in any distribution of
capital made whether on a winding up or otherwise;
|
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Transferability:
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The shares are freely
transferable in accordance with the rules and regulations of the
Malta Stock Exchange, applicable from time to time;
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Other:
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The shares are not
redeemable and not convertible into any other form of
security;
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Mandatory takeover
bids:
|
Chapter 11 of the
Capital Market Rules, implementing the relevant Squeeze-Out and
Sell-Out Rules provisions of Directive 2004/25/EC of the European
Parliament and of the Council of 21 April 2004, regulates the
acquisition by a person or persons acting in concert of the control
of a Company and provides specific rules on takeover bids,
Squeeze-Out rules and Sell-Out Rules. The Shareholders of the
Company may be protected by the said Capital Market Rules in the
event that the Company is subject to a Takeover Bid (as defined
therein). The Capital Market Rules may be viewed on the
official website of the Malta Financial Services Authority
- www.mfsa.com.mt ;
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Holdings in excess of
5% of the share capital:
|
On the basis of the
information available to the Company as at the 31 December 2025,
the following persons hold 5% or more of its issued share
capital:
|
Shareholder
|
%
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No of Ordinary
Shares
|
|
Hili Ventures
Limited
|
89.96%
|
360,641,479
|
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Calamatta Cuschieri
Investment Services Limited (in its own name and/or for the benefit
of its clients)
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5.43%
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21,755,713
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As far as the Company is
aware, no other person holds any direct or indirect shareholding in
excess of 5% of its total issued share capital.
|
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Appointment/Replacement of Directors:
|
In terms of the
Memorandum and Articles of Association of the Company, the
Directors of the Company shall be appointed by the shareholders in
the Annual General Meeting as follows:
(a) Shareholders are granted a period of at least
fourteen (14) days to nominate candidates for appointment as
Directors. Such notice may be given by the publication of an
advertisement in at least two (2) daily newspapers. All such
nominations, including the candidate’s acceptance to be
nominated as Director, shall on pain of disqualification be made on
the form to be prescribed by the Directors from time to
time;
(b) In the
event that there are either less nominations than there are
vacancies on the Board or if there are as many nominations made as
there are vacancies on the Board, then each person so nominated
shall be automatically appointed a Director;
(c) The
Chairman of the Company is appointed by the single largest
shareholder (provided such member holds not less than 50% of the
issued share capital having voting rights in the
Company);
(d) Any
member holding separately not less than 15% of the total voting
rights of the Company shall be entitled to appoint a Director for
each 15% of the voting rights held by such Shareholder; where the
Chairman has been appointed by such member, 15% of the
member’s voting rights shall be deducted and the balance can
be utilised by the member for the purposes of appointing Directors
on the Board;
(e) Any
remaining vacancies on the Board (after the appointment of the
Directors set out above) shall be elected a General Meeting. Voting
shall take place on the basis that one share entitles the holder to
vote for only one candidate for election. The Chairman of the
Company shall declare elected those candidates who obtained the
highest number of votes;
(f) Subject
to the above, any vacancy among the Directors may be filled by the
co-option of another person to fill such vacancy at an
extraordinary General Meeting and the same procedure for the
appointment of Directors shall apply. Additionally, if the Director
causing the causal vacancy was appointed pursuant to paragraph (d)
above, the vacancy shall be filled in the same manner (provided the
Shareholder still holds the required number of voting
rights);
(g) A casual
vacancy may also be filled by the Board of Directors and the said
Director will hold office under the next Annual General Meeting and
will be eligible for re-election;
(h) Any
Director may be removed, at any time, by the member or members by
whom he was appointed. The removal may be made in the same manner
as the appointment;
(i) Any Director may be removed at any time
by the Company in General Meeting pursuant to the provisions of
Section 140 of the Act provided that if the director so removed was
appointed pursuant to paragraph (d) above, the process set out in
paragraph (f) shall apply.
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Amendment to the
Memorandum and Articles of Association
|
In terms of the
Companies Act, Cap. 386 of the Laws of Malta, the Company may by
Extraordinary Resolution at a General Meeting alter or add to its
Memorandum or Articles of Association. An Extraordinary
Resolution is one where:
(a) it has been
taken at a General Meeting of which notice specifying the intention
to propose the text of the resolution as an extraordinary
resolution and the principle purpose thereof has been duly
given;
(b) it has been
passed by a Shareholder or Shareholders having the right to attend
and vote at the meeting holding in the aggregate not less than
seventy-five per cent (75%) in nominal value of the shares issued
by the Company represented and entitled to vote at the meeting and
at least fifty-one per cent (51%) in nominal value of all the
shares issued by the Company and entitled to vote at the
meeting.
If one of the aforesaid
majorities is obtained but not both, another meeting shall be duly
convened within 30 days to take a fresh vote on the proposed
resolution. At the second meeting the resolution may be
passed by a Shareholder or Shareholders having the right to attend
and vote at the meeting holding in the aggregate not less than 75%
in nominal value of the shares issued by the Company represented
and entitled to vote at the meeting. However, if more than
half in nominal value of all the shares issued by the Company
having the right to vote at the meeting is represented at that
meeting, a simple majority in nominal value of such shares so
represented shall suffice.
|
|
Board Members’
Powers:
|
The Directors are vested
with the management of the Company, and their powers of management
and administration emanate directly from the Memorandum and
Articles of Association and the Law. The Directors are
empowered to act on behalf of the Company and in this respect have
the authority to enter into contracts, sue and be sued in
representation of the Company. In terms of the Memorandum and
Articles of Association they may do all such things that are not by
the Memorandum and Articles of Association reserved for the Company
in General Meeting.
In particular, the
Directors are authorised to issue shares in the Company with such
preferred, deferred or other special rights or such restrictions,
whether in regard to dividends, voting, return of capital or
otherwise as the Directors may from time to time determine, as long
as such issue of Equity Securities falls within the authorised
share capital of the Company.
Any increase in the
issued share capital of the Company shall be decided upon an
ordinary resolution of the Company. This notwithstanding, the Board
of Directors is authorised to issue shares up to the authorised
capital of the Company, subject to the aforementioned pre-emption
rights where shares are to be allotted for consideration in
cash.
|
Save as otherwise
disclosed herein, the provisions of Capital Market Rules 5.64.2,
5.64.4 to 5.64.7 and 5.64.11 are not applicable to the Company.
There are no disclosures to be made in terms of Capital Market Rule
5.64.10.
Pursuant to Capital
Market Rule 5.70.1
Pursuant to an agreement
entered into on 1 January 2014, the Company entered into a
management consultancy agreement with Hili Ventures Limited, the
major Shareholder of the Company. Pursuant to this agreement, Hili
Ventures Limited provides consultancy, legal, GDPR, marketing and
PR, administrative, IT, HR and other services to the Company. Peter
Hili, is a Director of the Company and is an indirect Shareholder
of Hili Ventures Limited. During the year ended 31 December 2024,
Hili Ventures Limited received Eur700,000 in
fees as compensation for services rendered.
Pursuant to Capital
Market Rule 5.70.2
|
Company
Secretary:
|
Mr. Adrian
Mercieca
|
|
Registered Office of
Company:
|
Nineteen Twenty
Three
Valletta Road
Marsa MRS
3000
Malta
|
|
Registration No of
Company:
|
C 57954
|
|
Telephone:
|
(+356) 2568
1200
|
|
Email
Address :
|
info@hiliproperties.com
|
Approved by the Board
of Directors and signed on its behalf on 27 April 2026 by Pier Luca
Demajo (Chairman) and David Aquilina (Director
and Chairman of Audit Committee
) as per the Directors' Declaration on ESEF
Annual Financial Report submitted in conjunction with the Annual
Financial Report.
Statement of Directors pursuant to Capital Market Rule
5.68
To the best of the
knowledge of the Directors:
|
(i)
|
the financial
statements, prepared in accordance with the applicable accounting
standards, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Issuer and the
undertakings included in the consolidation taken as a whole;
and
|
|
(ii)
|
the Directors’
report includes a fair review of the performance of the business
and the position of the Company and the undertakings included in
the consolidation taken as a whole, together with a description of
the principal risks and uncertainties that they face.
|
Approved by the Board
of Directors and signed on its behalf on 27 April 2026 by Pier Luca
Demajo (Chairman) and David Aquilina (Director
and Chairman of Audit Committee
) 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
Year ended 31 December
2025
|
|
|
|
Group
|
Holding
company
|
|
|
|
2025
|
2024
|
2025
|
2024
|
|
|
Notes
|
Eur
|
Eur
|
Eur
|
Eur
|
|
|
|
|
|
|
|
|
Continuing
operations
|
|
|
|
|
|
|
Revenue
|
6
|
16 731 363
|
15 837 101
|
208
480
|
190 159
|
|
Cost of
sales
|
|
(1 022 652)
|
(1 158 132)
|
(1
644)
|
(28 923)
|
|
Other operating
income
|
7
|
292 829
|
1 192 915
|
1
462
|
24 408
|
|
Other operating
expenses
|
|
(171 446)
|
(164 019)
|
-
|
-
|
|
Administrative
expenses
|
|
(2 402 737)
|
(2 624 836)
|
(1 500
204)
|
(1 638 051)
|
|
Operating
profit/(loss)
|
|
13 427 357
|
13 083 029
|
(1 291
906)
|
(1 452 407)
|
|
|
|
|
|
|
|
|
Investment
income
|
8
|
4 023 761
|
3 343 884
|
3 085
580
|
350 204
|
|
Investment
losses
|
9
|
(1 212 519)
|
(3 762 691)
|
-
|
(1 165 613)
|
|
Net investment
(loss)/income
|
|
2 811 242
|
(418 807)
|
3 085
580
|
(815 409)
|
|
Finance
income
|
10
|
413 425
|
508 518
|
1 712
284
|
1 687 317
|
|
Finance
costs
|
11
|
(7 665 928)
|
(7 043 937)
|
(3 439
188)
|
(2 183 128)
|
|
Profit/(loss) before
tax
|
12
|
8 986 096
|
6 128 803
|
66
770
|
(2 763
627)
|
|
Income tax
expense
|
15
|
(2 381 221)
|
(1 356 788)
|
(76
784)
|
(110 628)
|
|
Profit/(loss) for the
year from continuing operations
|
|
6 604 875
|
4 772 015
|
(10
014)
|
(2 874 255)
|
|
Other comprehensive
income
|
|
|
|
|
|
|
Exchange differences on
translation of foreign operations
|
|
(91 156)
|
(1 824)
|
-
|
-
|
|
|
|
|
|
|
|
|
Total comprehensive
income/(loss) for the year
|
|
6 513 719
|
4 770 191
|
(10
014)
|
(2 874 255)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2025
|
2024
|
|
|
|
|
|
Eur
|
Eur
|
|
|
|
Profit attributable
to:
|
|
|
|
|
|
|
Owners of the
company
|
|
6 604 875
|
4 369 195
|
|
|
|
Non-controlling
interests
|
|
-
|
402 820
|
|
|
|
|
|
6 604 875
|
4 772 015
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive
income attributable to:
|
|
|
|
|
|
|
Owners of the
company
|
|
6 513 719
|
4 370 922
|
|
|
|
Non-controlling
interests
|
|
-
|
399 269
|
|
|
|
|
|
6 513 719
|
4 770 191
|
|
|
Statements of financial
position
|
|
|
|
Group
|
Holding
company
|
|
|
|
2025
|
2024
|
2025
|
2024
|
|
|
Notes
|
Eur
|
Eur
|
Eur
|
Eur
|
|
|
|
|
|
|
|
|
ASSETS AND
LIABILITIES
|
|
|
|
|
|
|
Non-current
assets
|
|
|
|
|
|
|
Intangible
assets
|
16
|
15 665
|
15 665
|
15
665
|
15 665
|
|
Property, plant and
equipment
|
17
|
2 529
|
12 661
|
-
|
3 276
|
|
Right-of-use
assets
|
18
|
179 634
|
199 679
|
-
|
-
|
|
Investment
property
|
19
|
197 204 784
|
194 206 132
|
2 525
000
|
2 525 000
|
|
Investment in
subsidiaries
|
20
|
-
|
-
|
99 233
713
|
109 233 713
|
|
Loans and
receivables
|
21
|
-
|
-
|
71 996
001
|
36 619 712
|
|
Trade and other
receivables
|
23
|
435 780
|
724 536
|
-
|
-
|
|
Derivative financial
instruments
|
21
|
5 602
|
70 432
|
-
|
-
|
|
Deferred tax
assets
|
29
|
359 849
|
328 530
|
-
|
-
|
|
Restricted
cash
|
31
|
961 153
|
1 250 924
|
-
|
-
|
|
|
|
199 164 996
|
196 808 559
|
173 770
379
|
148 397
366
|
|
Current
assets
|
|
|
|
|
|
|
Property held for
sale
|
22
|
-
|
2 600 000
|
-
|
2 600 000
|
|
Non-current assets held
for sale
|
38
|
38 797 431
|
42 875 148
|
-
|
-
|
|
Loans and
receivables
|
21
|
20 962
|
551 519
|
3 836
948
|
2 170 684
|
|
Trade and other
receivables
|
23
|
3 459 521
|
4 682 374
|
391
283
|
725 728
|
|
Current tax
assets
|
|
94 031
|
140 818
|
-
|
-
|
|
Short term
deposits
|
|
341 605
|
2 629 237
|
-
|
-
|
|
Cash at bank and on
hand
|
31
|
8 363 377
|
2 655 363
|
5 951
158
|
529 059
|
|
|
|
51 076 927
|
56 134 459
|
10 179
389
|
6 025 471
|
|
Total
assets
|
|
250 241 923
|
252 943 018
|
183 949
768
|
154 422 837
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
|
Trade and other
payables
|
24
|
3 475 001
|
3 334 137
|
1 113
123
|
974 625
|
|
Other financial
liabilities
|
25
|
2 676 788
|
230 217
|
3 142
650
|
5 856 324
|
|
Lease
liabilities
|
27
|
222
|
17 854
|
-
|
-
|
|
Bank loans
|
26
|
3 742 265
|
11 741 042
|
2 116
298
|
7 788 845
|
|
Debt securities in
issue
|
28
|
-
|
36 939 753
|
-
|
36 939 753
|
|
Liabilities associated
with assets held for sale
|
38
|
1 545 119
|
13 871 677
|
-
|
-
|
|
Current tax
liability
|
|
258 665
|
628 528
|
77
910
|
220 901
|
|
|
|
11 698 060
|
66 763 208
|
6 449
981
|
51 780 448
|
|
Non-current
liabilities
|
|
|
|
|
|
|
Other financial
liabilities
|
25
|
26 168 280
|
15 466
|
38 239
746
|
10 194 487
|
|
Bank loans
|
26
|
78 138 565
|
58 579 681
|
47 083 324
|
-
|
|
Trade and other
payables
|
24
|
938 143
|
1 093 172
|
-
|
-
|
|
Lease
liabilities
|
27
|
164 733
|
164 955
|
-
|
-
|
|
Deferred tax
liabilities
|
29
|
6 218 806
|
6 146 550
|
192
671
|
453 842
|
|
|
|
111 628 527
|
65 999 824
|
85 515
741
|
10 648 329
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
123 326 587
|
132 763 032
|
91 965
722
|
62 428 777
|
|
|
|
|
|
|
|
|
Net
assets
|
|
126 915 336
|
120 179 986
|
91 984
046
|
91 994 060
|
|
|
|
|
|
|
|
|
EQUITY
|
|
|
|
|
|
|
Share
capital
|
30
|
80 178 540
|
80 178 540
|
80 178
540
|
80 178 540
|
|
Legal
reserve
|
|
339 884
|
215 244
|
-
|
-
|
|
Other
reserves
|
|
(496 331)
|
(496 331)
|
(496
331)
|
(496 331)
|
|
Share
premium
|
|
6 973 027
|
6 973 027
|
6 973
027
|
6 973 027
|
|
Loss offset
reserve
|
|
748 427
|
748 427
|
748
427
|
748 427
|
|
Foreign exchange
reserve
|
|
(166 784)
|
(172 619)
|
-
|
-
|
|
Retained
earnings
|
|
39 338 573
|
32 733 698
|
4 580
383
|
4 590 397
|
|
Total
equity
|
|
126 915 336
|
120 179 986
|
91 984
046
|
91 994 060
|
Approved by the
Board of Directors and signed on its behalf on 27 April 2026 by
Pier Luca Demajo (Chairman) and David Aquilina (Director
and Chairman of Audit Committee
) as per the Directors' Declaration on ESEF
Annual Financial Report submitted in conjunction with the Annual
Financial Report.
|
