ANNUAL
REPORT
2025
For the period ended
31 December 2025
Table of contents
| Executive Chairman’s message | 2 |
| Board of Directors, Board Committees, | |
| Group Management Team | 6 |
| Financial Highlights | 8 |
| Operational Overviews | 12 |
| Financial Statements | 22 |
| Directors’ Report | 23 |
| Statement of Responsibilities for the Financial Statements | 27 |
| Remuneration Report | 28 |
| Corporate Governance Report | 31 |
| Consolidated Financial Statements | 38 |
| Consolidated Statement of Profit and Loss | |
| and Other Comprehensive Income | 38 |
| Consolidated Statement of Financial Position | 39 |
| Consolidated Statement of Changes in Equity | 40 |
| Consolidated Statement of Cash Flows | 41 |
| Notes to the Financial Statements | 42 |
| Shareholder Information | 68 |
| Independent Auditor’s Report | 69 |
1
Executive Chairman’s message
As we progress in our transformational journey,
transiting from spin-off to scale-up, it gives me great
pleasure in presenting our first annual report.
Right from inception, the rationale behind the spin-off
was driven by three clear considerations: strategic
focus, sustainable scale-up and shareholder value.
The business and operating model is now
well defined and distinctly set. More than a
holding company, Quinco is a management hub,
logistics operator, shared services provider,
and strategic architect for its subsidiaries.
Financial highlights
The consolidated figures presented reflect a
shortened reporting period, as this is the Group’s
inaugural set of consolidated financial statements
following its formation in 2025. While Quinco
Holdings p.l.c. was incorporated in May 2025, the
operating subsidiaries were transferred from Simonds
Farsons Cisk p.l.c. and consolidated with effect from
September 2025, with Quinco itself commencing
revenue-generating activities in November 2025.
Given this transitional period, the Group reported
consolidated revenues of €13.32M, Income from
operations of €1.37M and a profit before tax of
€1.30M. Considering the short reporting period, these
financial results should be viewed in context: this initial
phase focused on the groundwork for future growth.
In considering the declaration of dividends, the Board
considered the fact that Quinco was established
through a spin-off from Simonds Farsons Cisk
p.l.c., which was affected through its listing on
the Malta Stock Exchange and the distribution of
an in-kind dividend to shareholders in October.
The Board also considered that this represents
the Group’s first, shortened reporting period
and an important transition phase, with the food
businesses joining the Group only in September
2025 following their transfer from Farsons.
During this foundational stage, the Group is
also committing significant capital to long-term
value-enhancing investments, most notably the
development of the Handaq head office and
logistics centre. In this context, the Board believes
that retaining earnings at this stage best supports
the Group’s long-term strategy and therefore is
not recommending a dividend for the period.
As the Group progresses beyond this establishment
phase and its investment programme in the
new head office and logistics complex nears
completion, the Board intends to continue assessing
dividend distributions in line with earnings,
cash generation and capital requirements.
We need to recognize that we have only got started
to be able to reap the benefits from the synergies
arising from this spin-off. Nonetheless, comparing
both subsidiary results for the four-month period,
that is post spin-off, to the same period last year
already reflect marked improvements in turnover,
EBITDA and profitability despite continued competitive
pressures. Considering this encouraging start, we
are now working towards building momentum.
New head office and logistics complex
Relocating to our new Handaq head
office and logistics complex this summer
represents a significant milestone.
This investment of over €21 million conveys
a strong statement of intent, showcasing
the Group's commitment to our future.
We acknowledge that this project goes far beyond
just a building. This is a game-changing strategic
asset giving us capacity to upscale and elevate our
operations, offering new space at a new pace.
The investment is giving us an opportunity to bring our
transformative vision to life, balancing current market
realities with a revamped approach to how we operate
and connect with the market. We are embracing this
challenge with much enthusiasm and anticipation.
Food Chain Limited
In assessing the performance of our two
subsidiaries, starting from Food Chain, we delivered
meaningful operational progress, reaffirming its
position as one of Malta’s leading multi-brand
Quick-Service Restaurant (QSR) operators.
The encouraging performance of Food Chain was
achieved despite a competitive QSR landscape
and structural cost pressures, demonstrating
the resilience of its leadership team, staff
members, processes and brand equity.
“This investment of over €21 million
conveys a strong statement of
intent, showcasing the company’s
commitment to our future.”
A transformational journey:
Transiting from spin-off to scale-up
2
0
2,500
5,000
7,500
10,000
12,500
15,000
17,500
Sept-Dec 2025Sept-Dec 2024
€ ‘000’s
€10.043M
€8.791M
€3.156M
€2.636M
€3.273M
€3.230M
YOY Sept – Dec Comparisons:
Turnover
Food Chain IntercompanyQuintano
0
300
600
900
1,200
1,500
Sept-Dec 2025Sept-Dec 2024
€ ‘000’s
€711k
€382k
€677k
€379k
YOY Sept – Dec Comparisons:
PBT
Food ChainQuintano
“Considering the short
reporting period, these
financial results should
be viewed in context:
this initial phase
focused on the
groundwork for
future growth.”
Norman Aquilina
Executive Chairman
– Quinco Holdings p.l.c.
In going forward, it will benefit from a more focused
governance framework, faster decision-making,
and greater ability to allocate capital specifically to
QSR growth opportunities, advantages repeatedly
highlighted in the Prospectus issued last year.
Food Chain now enters the next phase of its
development with a more robust operating
platform, enhanced digital capability and a
clear roadmap for growth as it continues to
evaluate new local store opportunities.
In further reinforcing its growth ambitions in
the franchised foodservice sector, Food Chain
remains vigilant in identifying opportunities,
leveraging its existing franchising agreements,
whilst exploring new franchise partnerships.
3
Artistic impression of the
loading area at the Ħandaq
Logistics Complex. Planned for
completion Summer 2026.
Quintano Foods Limited
Moving on to Quintano Foods, the company
maintained its operational performance despite
a growingly challenging and highly competitive
Fast Moving Consumer Goods (FMCG) sector.
Apart from a strengthened equity base following the
injection of new capital during FY2025, the standalone
results reflect cost containment in the face of margin
compression together with wage and logistics inflation.
Operationally, the company continued to invest in
capability and control with its Food Safety System
Certification (FSSC 22000) clearly reaffirming this.
The combination of brand strength, innovation
cadence and a more structured operating
model contributed to its steady performance.
The company generated organic growth across
various categories during the reported period.
The Company will continue to strengthen its
market presence through selective brand
representations, whilst also evaluating other methods
to enhance the company’s upward trajectory.
Here, one must underline that in March 2026, we
secured the representation of the Kraft Heinz
portfolio which includes various market-leading
brands such as HP Foods, apart from Heinz. This
development will certainly be an important contributor
in enhancing our market presence and overall results.
Quintano Foods is well positioning itself
to counter mounting market pressures
and capitalise on the opportunities.
Market transformation
In better understanding and placing in a clearer
perspective the strategic direction Quinco has
embarked on, one needs to look at the way the supply
chain is reshaping itself as retailers and distributors
continue to proliferate and consolidate respectively.
The FMCG sector, along with the multiple retailing
and distribution networks, is undergoing a
profound, transformation, transitioning from
traditional, reactive models to dynamic ecosystems
characterised by accelerated digital adoption.
The sector is increasingly seeking ways how to reduce
operational costs as it navigates towards a growing
high-volume, low-margin environment. This shift is
set to accelerate and will accentuate the mounting
pressure for structural change in many businesses,
whether within the retail or distribution segments.
This has fueled our strategic response and hence
why, apart from the investments being made,
we are strengthening our management team,
adding the necessary resources, rethinking
our ways of working and gearing up for the
emerging challenges and opportunities.
In this highly competitive environment, we had
a clear choice in front of us, either scale up
or pack up, for which we firmly endorsed the
former. It may be regarded as a bold approach
by some, but it is one which we believe is timely
and opportune. Yes, there is a cloudy horizon,
but we are focusing on the silver lining.
4
Scale-up plans
As we pursue our plans of translating scale into
competitive advantage, we expect that the benefit
from economies of scale, and more efficient use of
resources, both operational and financial, will start
giving the desired results during 2026, more so once
we relocate to our new head office and logistics
complex. This move will ensure that the centralized
functions evolve into performance accelerators.
Our focus is on repositioning ourselves in an
increasingly competitive environment, while
protecting margins which are already tight. Balancing
value and volume are crucial for maintaining
healthy margins because while growth is great,
it is profitable growth that is sustainable.
Quinco reflects the strategic deployment of our
resources, as we steadily move towards a more
digitally enabled food platform focused on value
creation. In fact, we are well underway in executing
a phased IT roadmap involving Business Intelligence
tools and AI agents, empowering management
through more data-driven decision-making.
Future-focused
In redefining our direction within a fast-paced
business landscape, adaptability remains key. It is
not about having a rigid plan but about being agile
and responsive to market shifts, and our focus on
transformation and growth, be it of an organic
or inorganic nature, resonates with this mindset.
Essentially, it is a strategic fusion of scale and agility,
directed towards expanding our capacity, improving
execution and increasing our market reach.
By adopting a forward-thinking approach, fostering
strong leadership, and promoting a culture of
growth and excellence, we aspire to become a more
comprehensive leader in restaurant franchising, food
importation, warehousing and logistics, laying the
foundations for sustained success in the years ahead.
In conclusion, I must thank all board members
for their support and guidance. I would also like
to acknowledge the important contributing role
of our management team led by Claudio Bondin,
Quinco CFO, Gordon Naudi and Sean Portelli as
General Managers of Food Chain and Quintano
Foods respectively. Likewise, to our Project
Manager, Ing. Stephen Mifsud, for his commitment
towards driving our Handaq investment forward.
Last, but certainly not least, to all management
and staff for their hard work and dedication.
Undeterred by the shifting market conditions and
growing competitive pressures, we are moving
forward with improved operating leverage. With
a clear eye on the now, and the future, we are
committed to creating sustainable value for all our
stakeholders, shaping our future with confidence.
Norman Aquilina
Executive Chairman
24 April 2026
From left: Mr Michael Farrugia, Mr Jan Zammit, Non-Executive
Directors, Quinco Holdings p.l.c, Mr Norman Aquilina, Executive
Chairman Quinco Holdings p.l.c, Mr Louis Farrugia Chairman Simonds
Farsons Cisk p.l.c, Mr Domnic Borg, Non-Executive Vice Chairman
Quinco Holdings p.l.c, Mr Neil Psaila, Non-Executive Director Quinco
Holdings p.l.c, Mr Simon Zammit, CEO, Malta Stock Exchange
Incorporation Date:
May 2025
Listed on the Malta Stock Exchange:
October 2025
Number of Shares
36,000,000
“Undeterred by the shifting market conditions and
growing competitive pressures, we are moving
forward with improved operating leverage.”
5
Norman Aquilina joined
the Farsons Group in 2004
as Managing Director of
Quintano Foods following
its acquisition by the Group.
In 2007, he was appointed
Chief Commercial Officer,
where he led key initiatives
following the liberalisation
of the carbonated soft
drinks market and oversaw
the establishment of the
Farsons Logistics Centre
in 2008. On 1 July 2010,
he became Group Chief
Executive Officer, guiding
the company towards a
more competitive business
model and sustained
profitable growth. He
has also held senior
roles within the Malta
Chamber of Commerce,
Enterprise & Industry and
contributed to Malta’s EU
accession preparations.
Michael Farrugia was
appointed to the Board
upon incorporation on 8
May 2025. He completed
his secondary and tertiary
education in the United
Kingdom and holds a
Master’s degree in European
History from the University
of Edinburgh and a Master
of Business Administration
(MBA) from the University of
Warwick. He joined the SFC
Group in 2006 and currently
serves as Designate Chief
Executive Officer of
the Beverage Business,
having been appointed
Executive Director in
2011. Mr Farrugia is also
Chairman and Director of
Farsons Beverage Imports
Company Limited, Trustee
of the Farsons Foundation,
and a Director of Trident
Estates plc, Farrugia
Investments Limited,
and Multigas Limited.
Chiara Stagno d’Alcontres
is a marketing and
communications
professional with a strong
legal background, holding
a Law degree from
Bocconi University. She
has gained international
experience through
study and professional
roles abroad, including
in Madrid and New York.
Throughout her career, she
has led strategic marketing
and communications
projects across multiple
European markets,
developing partnerships
with institutional and
commercial stakeholders.
She has managed PR,
digital campaigns, and
event strategies for global
companies such as Bosch,
Randstad, and Alibaba.
com. Fluent in English and
Spanish, Chiara combines
strategic thinking with strong
execution and relationship-
building skills, bringing a
hands-on, results-driven
approach to every project.
Norman Aquilina
Executive Chairman
Michael Farrugia
Non-Executive Director
Chiara Stagno
d’Alcontres
Non-Executive Director
Board of Directors
Remuneration & Corporate
Governance Committee
Dr Andrew Camilleri
- Chairman
Mr Michael Farrugia
Mr Matthew Marshall
Mr Jan Zammit
Board
Committees
Dominic Borg has over
20 years of experience
in food manufacturing,
imports and distribution,
including 15 years as
CEO of a family-owned
company, where he drove
growth in the competitive
FMCG sector. Holding a
business diploma, Mr Borg
has extensive board level
experience across multiple
industries, including FMCG
and franchise restaurant
operations, coupled with
deep industry knowledge.
Dominic Borg
Non-Executive Vice Chairman
Matthew Marshall began his
career in London focusing
on property management,
including the renovation and
leasing of properties. He
later worked with Mitchells
& Butlers, managing key
establishments in West
London and developing
strong hospitality
management expertise.
Since 2005, he has
contributed to brand
development initiatives in
Malta. Mr Marshall currently
serves as Deputy CEO of
Estate Marchese Scicluna
and has been a Director
of Food Chain Limited
and Farsons Beverage
Imports Company Limited
since 2015. He has also
expanded into technology
investments, adding a
modern dimension to
his experience. He was
educated at St Edward’s
College, Downside
School in Bath, and the
SAE School of Audio
Engineering in London.
Matthew Marshall
Non-Executive Director
Audit Committee
Mr Roderick Chalmers
up till December 2025 - Chairman
Mr Simon Flynn
from January 2026 - Chairman
Mr Neil Psaila
Ms Chiara Stagno d’Alcontres
Mr Dominic Borg
6
Born in Malta in 1979, Jan
Zammit is an experienced
executive with over two
decades in the fast-moving
consumer goods industry.
He has spent more than
20 years at Farsons,
holding various roles across
departments including
sales, marketing, customer
care, shipping, and export.
This broad experience has
given him a comprehensive
understanding of the
business and its operations.
Academically, he holds
a Master of Business
Administration from
the Maastricht School
of Management and a
bachelor’s degree in
International Finance
from Nottingham Trent
University. He was
educated at St Edward’s
College in Malta and
later attended sixth form
at Downside School in
the United Kingdom.
Jan Zammit
Non-Executive Director
Neil Psaila is a fellow
of the Chartered
Association of Certified
Accountants (FCCA).
Between 2008 and 2018,
he worked in the Audit
and Assurance practice at
PricewaterhouseCoopers
(PwC) Malta, specialising
in large local groups
operating across various
industries. During this time,
he was seconded several
times to PwC offices in
the United States, gaining
experience with companies
in the manufacturing and
real estate sectors. He
currently serves as Chief
Executive Officer of Tabria
Property and Hospitality
Management and Palazzo
Parisio in Naxxar. Mr
Psaila was appointed
Non-Executive Director
of Simonds Farsons Cisk
p.l.c. in 2023 and of Trident
Estates p.l.c. in 2024.
Simon Flynn is a Certified
Public Accountant and
registered auditor in
Malta. He graduated in
Accountancy from the
University of Malta and is
a Fellow of the Chartered
Institute of Certified
Accountants and the Malta
Institute of Accountants.
He was a partner at
PricewaterhouseCoopers
Malta for twenty-
seven years, holding
roles including Head of
Assurance, Finance Partner,
and Chairman of the firm’s
Council. He has extensive
experience auditing listed
and large public entities
and advising boards and
audit committees. Mr
Flynn also served eighteen
years on the Malta Institute
of Accountants Council,
including as President,
and lectured at the
University of Malta.
Dr Andrew Camilleri served
as Director General of the
Malta Financial Services
Authority (MFSA) from
2002 to 2014, representing
Malta on the boards of
the European Supervisory
Authorities. In 2014, he
joined the Administrative
Board of Review at the
European Central Bank
and later served as its
Vice-Chair. In May 2025, he
was appointed Chairman
and Non-Executive Director
of The Access Bank Malta
Limited. Dr Camilleri has
also held leadership and
director roles at Atlas
Insurance, Simonds
Farsons Cisk plc, the Malta
Development Corporation,
and Malta International
Airport Co. Ltd, and served
as Pro-Chancellor of the
University of Malta. He
holds a Doctor of Laws from
the University of Malta.
Nadine Magro has over a
decade of experience in
corporate governance,
regulatory compliance,
and corporate and
fiduciary services, with a
strong background in the
financial services sector
and listed entities. She
also serves as Company
Secretary of Simonds
Farsons Cisk p.l.c., Trident
Estates p.l.c., and their
respective subsidiaries,
supporting the Boards on
governance and compliance
matters. Previously, she
held a senior role within
an international corporate
and trust administration
services firm, overseeing
business development
and managing corporate
and fiduciary services for
a diverse client portfolio.
She holds an ICA Advanced
Diploma in Governance,
Risk and Compliance and
an IFSP Certificate in Trust
Law and Administration.
Neil Psaila
Non-Executive Director
Simon Flynn
Non-Executive Director
Andrew Camilleri
Non-Executive Director
Nadine Magro
Company Secretary
Group Management Team
Claudio Bondin
– Group Chief Financial Officer – Quinco Holdings p.l.c.
Daniela Briffa
– Group Financial Controller – Quinco Holdings p.l.c.
Miriam Mifsud
– Group Human ResourcesManager – Quinco Holdings p.l.c.
Gordon Naudi
– General Manager – Food Chain Limited
Ivan Cardona
– Business Manager – Food Chain Limited
Sean Portelli
– General Manager – Quintano Foods Limited
Daniel Mifsud
– Operations Manager – Quintano Foods Limited
7
REVENUE
€13.32M
GROSS PROFIT
€3.43M
INCOME FROM OPERATIONS
€1.37M
PROFIT BEFORE TAX
€1.30M
PROFIT AFTER TAX
€1.05M
EQUITY
€47.85M
TOTAL ASSETS
€72.15M
Quinco Group
Financial Highlights
Figures covering Period 8 May 2025 - 31 December 2025
8
Group Capital Structure
-€24.31M
Liabilities
34%
€47.85M
Equity
66%
Group Asset Structure
€13.00M
Current
Assets
18%
€59.15M
Non-Current
Assets
82%
The financial year ended 2025 represents the
first reporting period for Quinco Holdings p.l.c.
as a consolidated Group. While the Company
was incorporated in May 2025, the transfer of
its subsidiaries into the Group was completed in
September, and revenue generating activity at the
parent company level commenced in November.
As a result, the figures presented in this Annual
Report reflect a shortened and transitional period
that primarily served to establish the organisational,
operational, and financial foundations upon
which the Group will build in the years ahead.
For this initial period of activity, the Group recorded
consolidated revenues of approximately €13.32M
million and a profit before tax of €1.30M. These
results must be interpreted within the context
of a non standard reporting year, during which
priority was given to structuring the Group from
a legal and strategic point of view, whilst starting
to align processes across the subsidiaries and
setting the strategic direction for future growth.
Our Financial Ethos
A standard key principle introduced as of inception
of the Group during 2025 was the formal adoption
of the Group’s financial ethos—TEA: Timeliness,
Efficiency, and Accuracy. This framework guides
the financial management culture across all Group
entities and serves as a basis for governance,
internal reporting, and decision making.
Timeliness ensures that performance indicators
and operational signals are measured in real time,
supporting efficient and accurate reporting.
Efficiency drives process optimisation, enabling the
Group to scale without unnecessary administrative
or cost burdens. Accuracy reinforces the integrity of
data, reporting, and controls, strengthening both
internal confidence and external accountability.
The integration of IT within financial processes are
essential in creating a modern finance function
capable of supporting the Group’s growth trajectory.
Automation and OCR will feature
heavily in our investment for 2026
ensuring that we will process our
financial documents in a more
efficient way whilst enhancing
our TEA financial ethos.
Our Building Blocks
During this transitional year and in 2026, the Group
is focusing on establishing the stepping stones
required to support the sustainable growth of
our Group: uniform processes, reliable data flows,
strengthened governance, and a performance
oriented culture, guided by the financial TEA ethos.
These foundations position the Group to operate
with greater clarity, accountability, and strategic
discipline as it enters its first full year of operations.
The year ahead will focus on execution, optimisation,
and consolidation. With business units now aligned
under a unified structure, and with financial and
operational integration progressing steadily
Quinco will be better positioned to streamline
decision making and capture synergies that
were not possible prior to consolidation.
Collectively, these initiatives form the early building
blocks of Quinco’s long term financial strategy.
The mission is clear – to build a finance
function capable not only of supporting
growth, but of driving it.
Setting our long-term
financial strategy
Claudio Bondin
Chief Financial Officer
Quinco Holdings p.l.c.
9
Quinco Holdings p.l.c.
Quinco Holdings p.l.c. (‘Quinco’), established as a
public entity in May 2025, and subsequently listed
on The Malta Stock Exchange in October, acts as the
parent company of its Group subsidiaries, Quintano
Foods Limited (‘QFL’) and Food Chain Limited (‘FCL’).
Furthermore, Quinco owns a state-of-the-art
logistics and office complex, due to be completed
in 2026, which is intended to be leased to its
Group entities for their trading activities. This
asset forms a key component of Quinco’s long-
term strategy to support the Group’s operational
needs while generating sustainable value.
Quinco provides unified direction across its
restaurant operations and food distribution
operations, enabling faster decisions, specialised
investment and a more direct strategy,
spanning brands, categories and channels.
The spin-off has also enhanced transparency for
capital markets, allowing performance in the food
segment to be assessed on its own fundamentals.
Quinco is strategically positioned to drive its
scale up plans through targeted expansion,
optimizing on its newly extended logistical
capacity, thereby strengthening its competitive
offering, while maintaining robust governance and
accountability metrics expected of a listed entity.
Operationally, Quinco’s model revolves around a
deliberate centralisation of key capabilities. Between
February 2026 and the end of Quarter 2 of 2026,
finance, payroll, HR and IT teams, previously embedded
within the subsidiaries, will be migrated into the
Group. These teams will be employed directly by
Quinco and will deliver professional services back to
FCL and QFL, through structured service models.
Such centralisation unlocks several advantages such
as stronger process discipline, specialised technical
expertise, consistent application of policies and
controls, improved governance, better regulatory
alignment, and a reduction of duplicated effort.
An evolving holding company
As the Group moves into 2026 and beyond, Quinco is
positioned to deliver tangible efficiencies, enhanced
performance visibility, disciplined capital deployment
and higher operational resilience, whilst providing
the platform for growth to its subsidiaries. The newly
created structure that gives each subsidiary the ability
to progress at pace while benefitting from shared
scale and concentrated expertise at Group level.
“Quinco is strategically positioned
to drive its scale up plans through
targeted expansion, optimizing
on its newly extended logistical
capacity, thereby strengthening
its competitive offering”
10
Building our digital
infrastructure
The Group is currently executing a
phased IT programme that will establish
Quinco as the central driver of digital
transformation across all business units.
A core strategic priority during the period
was the investment in data infrastructure
and analytical capability with the upcoming
deployment of a Business Intelligence
(BI) tool, which will introduce real time
dashboards, automated reporting,
and advanced analytical functionality
across the Group. These tools will
enable management to identify trends
more quickly, monitor performance
more accurately, and intervene earlier
when risks or inefficiencies emerge.
The combination of the data warehouse
and BI platform represents a significant
step in embedding a data driven culture,
enhancing transparency, and elevating the
subsidiaries decision making capability
with Quinco functioning as the Group’s
strategic control tower - coordinating
operations, financials, logistics and
IT under one consolidated lens.
As we enter our first full operational year,
the Group is firmly focused on transforming
data into insight, insight into action,
and action into tangible results. This
disciplined, technology driven approach
positions Quinco to deliver sustainable
profitability, greater operational resilience,
and long term value for its shareholders.
“The Group is firmly
focused on transforming
data into insight, insight
into action, and action
into tangible results.”
11
12
€2.95M
Profit before tax
(Period Feb ’25 – Dec’25 (11 months))
€19.59M
Total assets
€29.84M
Revenue
(Period Feb ’25 – Dec’25 (11 months))
€3.04M
Operating Profit
(Period Feb ’25 – Dec’25 (11 months))
Business review
Food Chain Limited (‘FCL’) manages three
of the top ten Quick Service Restaurants
(QSRs) in Europe through its Burger
King®, KFC and Pizza Hut restaurants
across the island, and throughout the year
continued to improve customer experience,
strengthening operational standards
and enhancing its digital footprint.
Improvements in franchise audit
performance, customer feedback
and speed-of-service metrics were
recorded across all three brands as a
result of consistent in-store coaching,
structured classroom-based training for
crew and shift leaders, and a renewed
emphasis on operational discipline
and brand-standard execution.
A major contributor to the year’s progress
was the ongoing integration of technology
into restaurant operations. System
improvements, such as direct order
injection, significantly reduced manual
order handling at peak times, helping
to increase accuracy and accelerate
throughput, while simultaneously
improving labour utilisation.
The continued roll-out of self-ordering
kiosks across Burger King and KFC
locations, supported by redesigned
kiosk interfaces, delivered a smoother,
more intuitive ordering process,
reduced counter congestion and
increased average transaction values.
These tools are now being complemented
by back-of-house digital enhancements
that enable managers to monitor real-time
sales, labour usage and operational KPIs, an
important step in embedding data-driven
decision-making across the organisation.
Improving our customer
experience
The customer experience across all
brands was further elevated through
targeted investments in restaurant
refurbishment, brand modernisation and
service model transformation. Across
the network, refurbishment and upgrade
works continued, aligning older stores
with the latest global brand designs
and delivering a more contemporary
and comfortable dining environment.
This was complemented by
consistent value-led promotions and
partnership campaigns with delivery
aggregators, ensuring that FCL’s brands
remained visible and competitive
in a price-sensitive market.
Gordon Naudi
General Manager
Food Chain Limited
13
Burger King restaurants now also offer full
table service, reducing counter wait-times and
creating a more seamless dine-in experience in
line with evolving consumer expectations.
Menu innovation and platform expansion remained
central to FCL’s strategic direction. Burger King
continued to strengthen its product offer with
Limited-Time Offers (LTOs) that performed strongly,
while also expanding the BK Café concept—
which now has a presence in five locations—
featuring premium coffee, iced beverages and
desserts to broaden day-part relevance and
compete with high-growth café formats.
KFC retained a robust market position and continued
to attract customers through digital engagement and
influencer-led activity, while delivering strong brand
consistency supported by its growing network.
Pizza Hut maintained its iconic status and
enhanced its relevance through menu refreshes,
attractive value platforms and strategic
relocations to higher-traffic environments.
European Champions!
A defining achievement during the year was Pizza Hut
Malta being crowned the overall winner of the Pizza Hut
Europe Championship 2025 in Budapest, an honour
achieved against teams from twelve European markets
and reflecting FCL’s operational excellence, speed,
consistency and craftsmanship. This was followed by
Pizza Hut Malta representing Europe at the global
championship in February 2026—another milestone
that reinforced the capability and pride of the team.
Operational Performance
FCL’s performance was shaped by various operational
improvements as well as the impact in consumption
driven by Malta’s population growth and a buoyant
tourist performance apart from the ongoing shift
towards convenience-led dining and delivery.
While the QSR sector continues to face structural
pressures including labour market tightness,
inflation in core commodities, and heightened
competition from independent and international
operators—FCL’s multi-brand portfolio,
strengthened digital infrastructure and disciplined
focus on service standards enabled sustained
customer demand and operational stability.
Business Outlook
FCL plans to introduce mobile applications for all
three brands, incorporating loyalty programmes
and improved e-commerce integration, enabling
personalised engagement and stronger repeat visit
behaviour. These tools, combined with the data
insights gained from Quinco’s Group-wide digital
investments, will support more agile labour planning,
improved product-mix optimisation and strengthened
service consistency across peak trading periods.
14
30
years in franchise
operations
17
Quick-service
restaurant outlets
across Malta
The proximity of FCL’s operations to the soon to
open logistics hub in Ħandaq will further enhance
supply reliability and cold-chain efficiency. The
new facility—designed with significant ambient,
chilled and frozen capacity and built to support
higher throughput and automation will provide
FCL with more consistent inventory availability
and fresher product delivery, reducing stock-outs,
wastage and distribution-related operating costs.
The alignment of FCL’s and QFL’s operational
planning, enabled by shared systems and shared
performance dashboards, will make the QSR supply
chain more resilient, agile and cost-efficient.
The last financial year included a strategic decision
to close our Burger King outlet of Sliema and re-
open some two hundred metres away in St. Anne’s
Square, in a historic building in the middle of
Sliema which was formerly the Majestic Theatre.
Without downplaying the competitive environment,
there is considerable optimism around FCL’s future
trajectory driven by its planned strategic repositioning
and investments, aimed at ensuring a stronger market
presence. Building on the progress achieved in 2025,
the business is positioned to benefit from improved
visual and operational leverage, a more digitally enabled
workforce and a more scalable supply-chain structure.
“Without downplaying the competitive
environment, there is considerable optimism
around FCL’s future trajectory driven
by its planned strategic repositioning
and investments, aimed at ensuring
a stronger market presence.”
15
16
€18.36M
Revenue
(Period Feb ’25 – Dec’25 (11 months))
€1.12M
Operating Profit
(Period Feb ’25 – Dec’25 (11 months))
€1.11M
Profit before tax
(Period Feb ’25 – Dec’25 (11 months))
€16.32M
Total assets
Business review
Quintano Foods Limited (‘QFL’) continued
to strengthen its position as one of Malta’s
leading importers and distributors across
the ambient, chilled, and frozen categories,
servicing supermarket chains, independent
retailers, and the HORECA sector. QFL
also remained a critical supply partner
to FCL’s restaurant network, ensuring
dependable product availability and quality.
QFL navigated this environment through
a balanced portfolio that spans healthy
and indulgent propositions, ethical
differentiators (e.g., cocoa supply
credentials) and strong mainstream brands,
supplemented by targeted field activation
and improved route to market coverage.
These developments were complemented
by renewed commercial focus following
a re-organisation of the sales structure,
aimed at expanding customer coverage
and increasing the quality and frequency
of client interactions. Collectively,
these efforts supported year-on-year
growth in turnover and contributed to a
resilient performance despite sustained
pricing pressures in the market and
an elevated operating cost base.
Operational transformation
Operationally, the attainment and
maintenance of our Food Safety System
Certification (FSSC) 22000 reinforced QFL’s
quality and food safety backbone, while
the introduction of an operations manager
role has ensured more stable delivery
teams along with improved service levels,
following revised sales routes, across retail
and HORECA. These actions have been
implemented in a year characterised by
supply chain frictions and urban congestion
pressures, which demanded tighter route
planning and inventory discipline.
A central element of QFL’s forward agenda
is the migration in 2026 to Quinco’s
new Ħandaq head office and logistics
complex. The facility has been engineered
for approximately 3,000 ambient, 1000
chilled and 1,000 frozen pallet positions,
serviced by 12 docking stations and a
dedicated marshalling area, and is designed
to deliver a step change in storage density,
cold chain resilience, and throughput.
Sean Portelli
General Manager
Quintano Foods Limited
17
POWERING
TRUSTED BRANDS
18
Business Outlook
The commercial backdrop remains
dynamic. On the one hand, Malta’s
population and tourism growth
underpinned demand across retail and
HORECA and supported by secondary
pull through into FCL outlets.
On the other hand, competitive
intensity continues to rise through a
growing dominance of an increasing
number of supermarkets and
international discounters, the
expansion of private label, parallel
importation, compressing trade
margins and heightening the need
for clear brand propositions and
disciplined in market execution.
The business outlook is constructive: with
infrastructure, systems organisational
transformation, brand portfolio
development and reach to market
advancing in parallel. QFL intends to
compound the commercial progress
achieved in 2025 and deliver sustained,
quality standards complemented by
operational efficiency and ultimately
translated to profitable growth.
QFL appointed official
distributors for HJ Heinz
portfolio as of March 2026
“The business outlook is
constructive: with infrastructure,
systems organisational
transformation, brand portfolio
development and reach to
market advancing in parallel.”
>7000m²
of warehouse and
office space
>65
parking
spaces
±5000
ambient, chilled and
frozen pallet positions
12
docking
stations
19
VNA racking system being installed April 2026Handaq head office and logistics complex loading bay area March 2026
Aerial photo of
Handaq head office
and logistics complex
taken April 2026
A game-changing
logistics investment
The Ħandaq head office and logistics complex,
set for completion within the coming months,
has been engineered to more than triple current
warehousing capacity, serviced by multiple docking
stations and complementing marshalling area.
By consolidating warehouse operations and enabling
automation-ready processes—from scanning and
pallet tracking to dock scheduling, the site will allow
tighter availability, improved pick-accuracy and
shorter truck turn-around times, thereby lowering
unit cost-to-serve while creating the headroom
to pursue expansion and category adjacencies.
In plan is a common digital module centred on
a Warehouse Management System (WMS) and
Transport Management System (TMS), complemented
by automated scanning and pallet-level tracking,
cold-chain telemetry and role-based access control.
This platform will be layered with business-intelligence
dashboards that expose real-time SKU-level margins
and price-pack architecture, order-to-cash cycle
metrics, and on-time-in-full performance, while
a new group accounting suite will centralise AP/
AR, inventory and transfer-pricing workflows.
The logistical set-up will increasingly be enabled
by digitalisation and data. The expected impact is
tangible: lower picking and dispatch errors, reduced
write-offs and shrinkage, optimised routing and
fuel usage, faster month-end closes, and shorter
working-capital cycles thereby supporting a
structurally lower cost-to-serve as volumes scale.
“The logistics centre is a
transformative investment
aimed at significantly boosting
storage density, throughput, and
temperature-controlled supply
chain resilience, ultimately driving
improved efficiency in distribution.”
C ERTIFIED
FSSC 22000
20
Environmental, Social and Governance (ESG)
and Corporate Social Responsibility (CSR)
Quinco Holdings p.l.c.
Quinco Holdings p.l.c., as the parent company of Quintano
Foods Limited and Food Chain Limited, is committed to
embedding Environmental, Social and Governance (ESG)
principles across all its operations. The Group recognises its
responsibility to create long-term sustainable value while
contributing positively to the environment and society.
Environmental Responsibility
Sustainability is a core component of the Group’s operational
strategy, particularly within its logistics and food service
activities. The Group continues to invest in energy efficiency
and infrastructure designed to reduce environmental impact.
A 567 kWp solar photovoltaic system, scheduled for installation
in 2026 upon completion of the Handaq head office and logistics
complex, is expected to generate approximately 745 MWh of
renewable energy annually, reducing reliance on conventional power
sources. Building design measures, including insulated roofing,
double glazing, and external shading systems, further enhance
efficiency by reducing heat gain and lowering cooling demand.
Circular Economy and Resource Management
Quinco actively promotes circular economy principles across its
operations. A fully traceable used cooking oil recycling system is in
place across its quick service restaurant network, ensuring that all
oil waste is converted into biodiesel through licensed partners.
In 2025, approximately 62,800 litres of used cooking oil were
recycled, generating biodiesel and preventing close to 170 tonnes
of CO
2
emissions. All packaging waste generated from all the
seventeen franchised food outlets is duly separated and collected
by authorised waste collectors. This initiative reflects the Group’s
commitment to transforming waste into renewable resources.
Quintano Foods Limited continues to implement structured
recycling practices and resource optimisation measures,
including the reuse of pallets to minimise waste. The
company is signed up to an authorised packaging waste
recovery operator thereby contributing towards the
recycling of the packaging waste it places in the market.
The Group has also introduced initiatives to redirect
surplus or near-expiry food for beneficial use, reducing
food waste while supporting community needs.
Sustainable Packaging and
Responsible Sourcing
Quinco ensures that packaging used across its
operations is sourced from environmentally responsible
suppliers and complies with international sustainability
requirements established by its franchisors.
The Group supports initiatives aimed at reducing
packaging waste, increasing recyclability, and transitioning
towards reusable and sustainable materials. In parallel,
Quinco promotes responsible sourcing by prioritising
suppliers that adhere to strong environmental and ethical
standards, including fair trade and traceability.
Social Responsibility
Quinco maintains an active role in supporting the communities
in which it operates. Through its subsidiaries, the Group
undertakes a range of CSR initiatives focused on community
support, social wellbeing, and responsible consumption.
These initiatives include food donations, voucher support,
and participation in community and educational programmes,
particularly aimed at assisting vulnerable groups. Seasonal
initiatives further strengthen the Group’s impact by providing
targeted support during periods of increased need.
Governance and Ethical Practices
As a publicly listed entity, Quinco operates within a strong
governance framework, ensuring transparency, accountability,
and compliance with regulatory requirements.
Health and safety remain a priority, with operations
supported by advanced systems aligned with EU best
practices. ESG considerations are increasingly integrated
into strategic decision-making, ensuring that sustainability
remains central to the Group’s long-term growth.
Quinco is committed to advancing its ESG and CSR
agenda through responsible operations, strategic
investment, and continuous improvement. The Group is
well positioned to deliver sustainable long-term value while
contributing positively to the environment and society.
Support to Puttinu Cares – Handcrafting kits for
children in hospital and Burger King meals
Founders’ Week Support to AAA Dog Shelter
– KFC meal donations and food supplies
21
Financial Statements
Quinco Holdings p.l.c. – For the period
starting 8th May 2025 (incorporation date)
and ending 31st December 2025.
Quintano Foods Limited and Food Chain Limited
consolidated from September 2025.
22
Directors’ Report
For the period ended 31 December 2025
The directors present their report and the audited consolidated
financial statements of Quinco Holdings p.l.c. ("the Company") and
its subsidiaries for the period ended 31 December 2025.
Overview
Quinco Holdings p.l.c. ("the Company" or "the Parent Company")
was incorporated on 08 May 2025, with the principal aim of acting
as an investment and holding Company responsible for defining the
Group’s overarching strategic direction, overseeing performance to
ensure the attainment of operational efficiencies, and safeguarding
adherence to all regulatory and governance obligations.
On 10 September 2025, Quinco Holdings p.l.c., acquired subsidiaries
from Simonds Farsons Cisk p.l.c.(“SFC”) for which, effective from date
of acquisition, the Company acts as the parent company of Quinco
Group, which consists of the entities as detailed below:
• Food Chain Limited (C 753)
• Quintano Foods Limited (C 33660)
Principal Activities
The principal role of Quinco Holdings p.l.c. is to function as the parent
and coordinating entity of the Group, providing strategic leadership,
performance oversight, and governance stewardship across its sub-
sidiaries. In furtherance of these objectives, the Company holds a
property, currently in the final stages of development, intended to
be managed and operated as a strategic and logistics centre, from
which it will coordinate logistical operations and deliver a range of
shared services aimed at improving coordination, strengthening
operational integration, and enhancing efficiency throughout the
Group. The subsidiaries within the Group are principally engaged
in the operation of Quick Service Restaurants (“QSR”) and in the
importation and distribution of a broad range of food products
and certain beverages.
Food Chain Limited operates the QSR franchise operations of the
food business of the Group. It operates a portfolio of quick service
restaurants across the country with these restaurants operated
under long-standing franchise agreements with three of the top
10 globally recognised brands in the QSR business - Burger King,
KFC and Pizza Hut.
Quintano Foods Limited is a trading company that carries out
importation and wholesale operations of the Group. It carries out
the group's importation and wholesale operations, with an extensive
product portfolio.
Spin off from SFC
The directors of SFC advised their shareholders in their annual
report for the financial year ended 31 January 2025, that after a
strategic review of SFC’s food business, it was concluded that the
further growth of the Food Business would be best served through
its reorganisation by way of a Spin-Off of that business as a separate
legal entity, which would be listed on the Malta Stock Exchange.
The Board of SFC believed that the Spin-Off would deliver greater
focus. A dedicated executive management team and a new board
of directors was essential to grow the scale of the food business.
This would provide the best opportunity to grow the business both
organically and inorganically.
Following its establishment in May 2025 and the acquisition of the
food business entities mentioned above from SFC in September
2025, the Company applied for 36,000,000 ordinary shares having
a nominal value of €1.00 each to be admitted to the Official List of
the Malta Stock Exchange.
On 24th September 2025, the Malta Financial Services Authority
(“MFSA”) had approved the Company’s Prospectus and admis-
sibility to listing on the Official List of the Malta Stock Exchange
of 36,000,000 ordinary shares having a nominal value of €1.00.
The shares in the Company were distributed by SFC as an interim
dividend settled 'in kind' pro rata to the number of shares held by
the shareholders of SFC as at close of business on 30 September
2025, or as otherwise referred to as the 'Spin-off'. The shares were
issued to the public in accordance with the requirements of the
Maltese Companies Act Cap. 386 and the Capital Markets Rules of
the MFSA. The shares have been admitted to the official list of the
Malta Stock Exchange on 06 October 2025 and trading commenced
on 07 October 2025.
Review of Business
The financial period covering the period from May to December
2025 marks the inaugural phase of operations for Quinco Holdings
p.l.c. as this represents a first reporting period of less than twelve
months, the results naturally reflect a transitional stage in the Group’s
development. During these initial months, the Company focused
primarily on establishing the structural, financial, and organisational
foundations required to support its long term strategy.
Upon inception, the directors and management of Quinco Holdings
p.l.c. started the strategic plan to ensure that a clear road map to
action the principal activities of Quinco Holdings p.l.c. is planned in
the shortest possible time. Key was the decision to purchase the
land and property in Handaq as this was one of the main strategic
objectives for the model to succeed.
In September 2025 the Company acquired its operating subsidi
-
aries. The consolidated financial statements include the results of
these subsidiaries from the date of acquisition onwards. Revenue
generation for the holding company commenced in November 2025,
representing the first month of active commercial activity for Quinco
Holdings p.l.c.
23
Given the timing of the Group’s formation, acquisitions, and initial
revenue activity, the financial performance presented for this period
reflects an early ramp up stage rather than a fully-fledged result.
During this foundational period, significant effort was dedicated to
establishing governance frameworks, internal processes, and the
operational structures needed to support a scalable and sustainable
Group structure.
Operationally, Quinco Holdings p.l.c. is pursuing a deliberate, phased
centralisation of key corporate functions. Historically, functions such
as finance, payroll, human resources, and information technology
were embedded within the subsidiaries of the Group. Under Quinco’s
transformation model, these capabilities will be progressively migrat-
ed from the subsidiaries and consolidated at Group level.
A key strategic priority during this period was the development of
the Group’s financial strategy, with particular focus on designing
the internal charging mechanisms and centralised service models,
that will underpin future financial discipline and transparency across
the Group. This groundwork forms an essential part of the Group’s
long-term ambition to standardise processes, improve efficiency,
and ensure alignment between operational activity and financial
outcomes.
The Board believes that these structural efficiencies will meaningfully
support both operational resilience and financial performance in
future periods.
Financial Performance
The Group’s first consolidated financial period, covering the period
from the acquisition of the subsidiaries till the end of the financial
year, registered a profit before tax of €1,303,079 on a turnover of
€13,316,598. This performance was achieved despite the abbreviated
nature of the period and the consolidation of subsidiaries only taking
effect in September 2025.
Gross profit for the period amounted to €3,431,687, translating
into a gross profit margin of approximately 25.8%, reflecting the
underlying margin profile of the Group’s food distribution and
retail activities. Operating profit amounted to €1,366,194, after
accounting for administrative costs incurred during the establish-
ment phase. On an EBITDA basis, the Group generated €1.08 million
in this short period, highlighting the underlying cash generating
capacity of the business notwithstanding start up and transition
related costs.
As at 31 December 2025, the Group’s total assets amounted to
€72.15 million, of which €59.15 million represented non current assets,
primarily comprising property, plant and equipment, right of use
assets, goodwill and intangible assets arising from the business
combination. The Group maintained a solid liquidity position with
current assets of €13.00 million, including cash and cash equivalents
of €5.55 million. Current liabilities amounted to €12.71 million and
primarily reflect normal operating payables and short term obliga-
tions arising in the ordinary course of business.
The Group reported Net Assets of €47.8 million, providing a strong
capital base at inception and supporting ongoing operations. Short
term funding requirements are actively managed through disciplined
working capital controls and the availability of cash resources, while
net debt levels remain modest relative to the Group’s asset base and
earnings capacity. Lease liabilities and borrowings are predominantly
linked to operational infrastructure and are considered appropriate
given the scale and nature of the Group’s activities.
As this first financial period reflects an establishment and transition
phase, the results should be interpreted within the context of a
Group in early development. Substantive financial and operational
performance is expected to materialise progressively as revenue
streams mature, service models stabilise, and the centralisation
programme reaches completion.
Company Performance
At Company level, Quinco Holdings p.l.c. reported a profit before tax
of €45,885, primarily reflecting income from the initial management
and holding activities undertaken during the period. The Company’s
statement of financial position is dominated by its investment in
subsidiaries amounting to €41.8 million, representing the Group’s
core operating businesses, and by the investment carried out in the
property under development in Handaq.
Total assets at Company level amounted to €62.9 million, while
total equity stood at €46.8 million as at 31 December 2025. The
Company maintained a strong cash position of €3.2 million, provid
-
ing adequate liquidity to meet short term obligations and support
its role as the Group’s holding and investment entity, considering
that nearly all its short term obligations are coming from intra
group balances.
During the period, the Company progressed its strategic investment
in the Handaq property with the total investment projected to be
of over €21M. This investment is intended to serve as a key logistics
and operational hub for the Group. This investment is aligned with
the long term strategy of strengthening the Group’s distribution
capabilities, operational efficiency and scalability, and represents a
foundational element for future growth.
Net asset position and liquidity
Both the Group and the Company closed the period with strong
net asset positions and sound liquidity, underpinned by significant
equity capital, disciplined leverage, and healthy cash balances.
This financial position provides the Group with flexibility to fund
operational requirements, complete ongoing capital projects, and
support growth initiatives while maintaining prudent financial risk
management.
Outlook for 2026 and
events subsequent to the
financial reporting date
Financial year 2026 represents the first full year of operations for
Quinco Holdings p.l.c. and the Group following the successful spin-off
and public listing. Building on the foundations established during the
initial reporting period, the Group will continue to embed and further
enhance its financial, legal, corporate governance and internal control
frameworks, ensuring ongoing compliance with the requirements
of a listed public company while supporting sustainable long-term
value creation.
A key strategic priority for the year will be the completion of the phased
transition of operational, logistics and central support functions into
the Group’s new Handaq head office and logistics complex. This project
represents a significant milestone in the Group’s development and is
expected to enhance operational efficiency, strengthen supply chain
resilience, and provide a scalable platform capable of supporting the
Group’s future growth and expanding portfolio of activities.
24
In parallel, the Group will continue the development and integration
of its information technology systems, with a focus on strengthening
enterprise-wide platforms covering finance, logistics, procurement,
reporting and operational management. These initiatives are aimed at
supporting increased scale and complexity, enhancing data quality and
real-time decision-making, and reinforcing the Group’s internal controls,
cybersecurity posture and business continuity capabilities. The phased
rollout of these systems is aligned with the centralisation programme
and is intended to ensure that technology infrastructure continues to
support operational excellence and governance best practice.
Subsequent to year end, the Group signed new bank facilities at
Company level which are expected to provide additional financial
flexibility during 2026, supporting the completion of the Handaq
project and the Group’s broader strategic and investment objectives.
The directors expect financial year 2026 to be characterised by contin-
ued commercial momentum across the Group’s subsidiaries. Planned
initiatives include the introduction of new brands, the opening of
additional quick-service restaurant outlets, and the rollout of enhanced
services aimed at improving customer experience and strengthening
brand loyalty. These initiatives are consistent with the Group’s stra-
tegic objectives of disciplined expansion, operational excellence and
innovation, and are expected to contribute positively to performance
while maintaining a prudent risk and capital management approach.
Financial risk management
The Group is exposed to a variety of financial risks, including mar-
ket risk, credit risk and liquidity risk, as disclosed in Note 22 to the
financial statements.
Operational and Strategic
risk management
In addition to the financial risks disclosed in the financial risk man-
agement note to the consolidated financial statements, the Group
is exposed to a number of operational and strategic risks arising
from the nature of its activities.
Quick Service Restaurant (QSR) operations
The Group’s QSR activities are operated under long-term
franchise agreements with well-established, internationally
recognised brands. These enduring relationships provide the
Group with sustained access to strong brand equity, proven
operating frameworks and ongoing franchisor support, and
represent a key driver of the value attributed to this segment.
The continuation of these franchise arrangements, together
with consistent compliance with brand standards, underpins
both operational performance and the long-term economic
benefits expected from the business.
The performance of QSR operations is influenced by site-spe-
cific factors such as customer demand, local competitive
conditions, labour availability and cost trends, as well as the
operational execution of individual outlets. As a labour-intensive
business, the Group places strong emphasis on workforce plan-
ning, training and retention, supported by active monitoring of
wage movements and employment regulation to help maintain
service standards and margin discipline.
Food safety, hygiene and regulatory compliance are funda-
mental to the sustainability of QSR operations and brand
integrity. The Group maintains established policies, systems
and controls designed to support consistent compliance and
mitigate operational disruption, with ongoing focus on con-
tinuous improvement and risk management across all outlets.
These risks are mitigated through strict adherence to fran-
chisor operating standards, continuous monitoring of outlet
level performance, structured staff training programmes, and
robust food safety and compliance frameworks.
FMCG importation and distribution operations
The Group’s FMCG activities are dependent on a portfolio of
overseas suppliers and principals. Disruptions to supply chains,
changes in supplier arrangements, logistical constraints, or
adverse macroeconomic or geopolitical developments may
impact product availability, costs and profitability. The busi-
ness also faces competitive pressures, including pricing com-
petition and parallel importation, which may affect volumes
and margins. Inventory is subject to risks of obsolescence,
spoilage or changes in consumer demand.
These risks are managed through active supplier relationship
management, diversification of product offerings, inven-
tory controls, demand forecasting and disciplined pricing
strategies.
Group wide strategic and execution risk
During the period, the Group embarked on a phased cen-
tralisation of logistics and support functions, including the
development of the Handaq head office and logistics complex.
Delays, cost overruns or disruption during the execution of
these initiatives could temporarily affect operations.
The Board monitors these risks closely through phased implementa-
tion plans, project management structures and regular management
reporting.
Dividend policy and
dividend distribution
As at 31 December 2025, the Group’s retained earnings amounted to
€1,045,035 representing the profit generated since the acquisition
date of the subsidiaries. In line with the dividend policy outlined in the
Group’s Prospectus, dividend declarations are made at the discretion
of the Board of Directors following a comprehensive assessment
of the Group’s profitability, cash flow position, capital expenditure
requirements, and prevailing macroeconomic conditions.
After evaluating the Group’s financial position, the substantial capital
commitments and the Company’s relatively recent establishment as
a public limited company, the Board of Directors is not proposing to
recommend the declaration of a final dividend at the forthcoming
Annual General Meeting of the Group.
The Board is of the view that retaining earnings at this stage is
prudent and in the best long-term interests of the Group and its
shareholders.
Results
The results for the period, set out in the statement of profit and loss
and other comprehensive income, show that the Group achieved a
Profit After Tax of €1,045,035 whilst the Company achieved a Profit
After Tax of €29,825. The directors have decided to transfer the
remaining profit to reserves.
25
Going concern basis
As at 31 December 2025, the Group reported total current assets
of €13.00 million and current liabilities of €12.71 million, resulting in
a net current asset position. The directors note that this position
reflects the underlying strength of the Group’s working capital po-
sition, notwithstanding the contractual classification of short-term
operating payables, lease obligations and tax balances..
The Group maintained cash and cash equivalents of €5.6 million at the
reporting date and generated strong operating cash flows during the
period. Liquidity is managed centrally at Group level and is supported
by the cash generating capacity of the operating subsidiaries, available
cash resources and the Group’s strong capital base.
At Company level, the statement of financial position reflects a net
current liability position arising primarily from intra group balances
with subsidiaries, consistent with the Company’s role as the Group’s
holding, financing and central services entity. Although these balances
are contractually repayable on demand, the relevant subsidiaries
have confirmed that settlement will not be requested within the
twelve months following the reporting date.
Intra group balances are eliminated on consolidation and therefore
do not impact the Group’s consolidated liquidity profile. Subsequent
to the reporting date, the Company entered into new bank facilities
for a maximum of €15M which further enhance the Group’s liquidity
headroom and financial flexibility. No amounts had been drawn down
under these facilities as at the date of approval of these financial
statements.
Based on these considerations, the directors are satisfied that both
the Company and the Group have sufficient resources to continue
operating for the foreseeable future and have therefore prepared
the financial statements on a going concern basis.
Shareholders register
information pursuant to
Capital Markets Rule 5.64
Share capital information is disclosed in note 15. The issued share
capital consists of one class of ordinary shares with equal voting
rights attached and freely transferable. The list of shareholders
holding 5% or more of the equity share capital is disclosed in Note
23 of the Financial Statements.
Every shareholder owning twelve and a half percent (12.5%) of the
ordinary issued share capital or more, is entitled to appoint and
replace a director for each and every twelve and a half percent (12.5%)
of such shares, and the remaining ordinary shares not so utilised
are entitled to fill the remaining unfilled posts of Directors. The
Directors may appoint one (1) additional director, which shall require
the unanimous approval of the Directors appointed or elected, and
does not require ratification by a resolution of the shareholders of
the Group. An additional director holds office until the next following
Annual General Meeting of the Company.
The rules governing the appointment, election or removal of directors
are contained in Company’s Articles of Association Articles 93 to
102. An extraordinary resolution approved by the shareholders in
the general meeting is required to amend the Memorandum and
Articles of Association.
The powers and duties of Directors are outlined in Articles 84 to 91
of the Company’s Articles of Association. In terms of Article 12 of
the said Articles of Association, the Company may, subject to the
provisions of the Maltese Companies Act 1995 acquire and hold
any of its shares.
The Company does not have a Collective Agreement regulating
redundancies, early retirement, resignation or termination of em-
ployment of employees. No employment contracts are in place
between the Company and its Directors, except as disclosed in the
Remuneration Report. It is hereby declared, that as at 31 December
2025, the Company is not party to any significant agreement pur-
suant to the Capital Markets Rule 5.64.10. Furthermore, the Board
declares that the information required under the Capital Markets
Rules 5.64.5 and 5.64.7 are not applicable to the Group.
Remuneration Policy
In accordance with Chapter 12 of the Capital Markets Rules, the
Company is required to establish a remuneration policy with respect
to its directors and chief executive officer as would contribute to the
Company’s business strategy, long-term interests and sustainability.
The Shareholders have a right to vote on such policy, and if approved,
the Company shall be required to remunerate its directors and chief
executive officer in accordance with the policy approved by the gener
-
al meeting. In furtherance of this requirement, the Company’s Board
of Directors have established a Remuneration Policy for the Board of
Directors of the Company (hereinafter the “Remuneration Policy”),
which is being proposed to the Shareholders for their approval at
the AGM. The Remuneration Policy shall be made available on the
Company’s website as from 2 June 2026.
Remuneration Report
The Remuneration report is set out on pages 28 to 30 and sets
out details of the terms of reference and membership of the
Remuneration Committee and the Remuneration strategy and
policy of the Quinco Group.
The Remuneration Report also sets out the required details of the
remuneration paid to directors and senior managers. In accordance
with Capital Market Rules 12.26L and 12.26M, the Remuneration
Report will be subject to an advisory vote by the Shareholders at
the forthcoming Annual General Meeting and will be made available
on the Company's website for a period of 10 years thereafter. The
contents of the Remuneration Report have been reviewed by the
external auditors to ensure that it conforms with the requirements
of the Capital Market Rules.
26
Directors
The directors of the Group who held office during the period were:
Norman Aquilina (Executive Chairman)
Dominic Borg (Non-Executive Vice Chairman)
Michael Farrugia
Jan Zammit
Chiara Stagno D’Alcontres
Matthew Marshall
Neil Psaila
Simon Flynn
(appointed on January 01, 2026)
Andrew Camilleri
(appointed on August 28, 2025)
Roderick Chalmers
(resigned on December 31, 2025)
Max Ganado
(resigned on August 28, 2025)
Mr. Simon Flynn and Dr. Andrew Camilleri whose terms of appoint-
ment expire, retire from the Board and are eligible for re-election.
Company Secretary
Nadine Magro
Auditors
Deloitte Audit Limited, Registered Auditors, have expressed their
willingness to continue in office and a resolution for their reappoint-
ment will be proposed at the Annual General Meeting.
Statement of Responsibilities
for the Financial Statements
The directors are required by the Maltese Companies Act Cap. 386
to prepare financial statements which give a true and fair view of
the state of affairs of the Group and Parent Company as at the end
of each reporting period and of the profit or loss for that period. In
preparing these financial statements, the directors are required to:
• Select and apply appropriate accounting policies consistently;
•
Make judgments and estimates that are reasonable in the
circumstances;
•
Comply with International Financial Reporting Standards as
adopted by the EU;
•
Account for income and changes relating to the accounting period
on an accrual basis;
• Value separately the components of asset and liability items;
•
Prepare the annual financial statements on a going concern
basis unless it is inappropriate to presume that the company
will continue in business.
The directors are responsible for keeping proper accounting records,
which disclose with reasonable accuracy at any time the financial
position of the Group and to enable the directors to ensure that
the financial statements comply with the Companies Act (Cap. 386)
enacted in Malta. The directors are also responsible for ensuring that
an appropriate system of internal control is in operation to provide
them with reasonable assurance that the assets of the Group and
being properly safeguarded and that fraud and other irregularities
will be prevented or detected.
The Directors are responsible for the preparation and publication
of the Annual Financial Report, including the consolidated financial
statements and relevant tagging requirements therein, as required
by Capital Markets Rule 5.56A, in accordance with the requirements
of the European Single Electronic Format Regulatory Technical
Standard as specified in the Commission Delegated Regulation
(EU) 2019/815 (the "ESEF RTS"), and designing, implementing and
maintaining internal controls relevant to the preparation of the Annual
Financial Report that is free from material noncompliance with the
requirements of the ESEF RTS, whether due to fraud or error and
consequently, for ensuring the accurate transfer of the information in
the Annual Financial Report into a single electronic reporting format.
The financial statements of Quinco Holdings p.l.c. for the year ended
31 December 2025 are included in the Annual Report 2025, which is
available on the company website. The directors are responsible for
the maintenance and integrity of the Annual Report on the website
in view of their responsibility for the controls over, and the security of,
the website. Access to information published on the company website
is available in other countries and jurisdictions, where legislation
governing the preparation and dissemination of financial statements
may differ from requirements or practice in Malta.
We confirm that to the best of our knowledge:
•
In accordance with Capital Market Rule 5.68, the financial
statements give a true and fair view of the financial position of
the Group and the Parent Company as at 31 December 2025,
and of the financial performance and cash flows for the period
then ended in accordance with International Financial Reporting
Standards (IFRS Accounting Standards) as adopted by the
European Union (EU); and
•
In accordance with the Capital Market Rules, the Directors' Report
includes a fair review of the development and performance of the
business and the position of the Group and the Parent Company,
together with a description of the principal risks and uncertainties
that the Group and the Parent Company face.
Signed on behalf of the Company’s Board of Directors on 24 April
2026 by Norman Aquilina (Executive Chairman) and Dominic
Borg (Vice-Chairman) as per the Directors Declaration on ESEF
Annual Financial Report submitted in conjunction with the Annual
Report 2025.
Registered Address:
Telephone: +356 2381 4293
27
Remuneration Report
For the year ended 31 December 2025
1. Terms of reference
and membership
The Remuneration and Corporate Governance Committee (RCGC)
is chaired by Dr Andrew Camilleri and is composed of three other
members: Mr Michael Farrugia, Mr Matthew Marshall and Mr Jan
Zammit, all members being non-executive Directors. During the
financial year ended 31 December 2025 (FY 2025), the Committee
met once.
The Remuneration and Corporate Governance Committee supports
the Board by overseeing Senior Management appointments, suc-
cession planning, and remuneration frameworks that attract, retain,
and motivate talent while aligning pay with performance, market
benchmarks, regulatory obligations, and long-term value creation. The
Committee leads the process for nominating new directors, evaluates
Board and committee effectiveness, and advises on governance
practices, regulatory developments, and stakeholder expectations.
It is entrusted with drawing up and recommending the Company’s
Remuneration Policy for Board approval, ensuring consistency with
best practices and market conditions, and reviews all remuneration
packages for Executive and Non-Executive Directors.
The Remuneration Policy of the Group shall be presented for
approval at the Company’s First Annual General Meeting. The
RCGC is responsible for reviewing and approving all remuneration
packages of Executive Directors, Non-Executive Directors and Senior
Management. The Remuneration Policy will be published on the
Group’s website https://quincoholdings.com/. Any material amend-
ment to the Remuneration Policy shall be submitted to a vote by the
Annual General Meeting before adoption and shall in any event be
subject to confirmation at least every four years. The RCGC is also
responsible for drawing up and proposing to the Company’s Board of
Directors any amendments thought necessary to the Remuneration
Policy for consideration and approval.
The recommendations of the RCGC are submitted to the full Board
for consideration and final approval. Individual Executive Directors
recuse themselves from any participation in Board discussions
concerning their own remuneration as appropriate.
2. Remuneration strategy and policy
The strategy of the Quinco Group is focused on maintaining and
growing market-leading entities within the food sector, encompassing
food importation and restaurant franchising, supported by a state-
of-the-art warehousing and logistics infrastructure. The Group is
committed to innovation, quality, and customer experience, setting
industry benchmarks while collaborating with globally recognised
brands and trusted suppliers to enhance accessibility to food prod-
ucts and respond effectively to evolving market demands.
To deliver on these strategic objectives, the Quinco Group must
attract, retain, and motivate high-calibre talent at all levels, from
newly recruited trainees to members of the Board of Directors.
The Board recognises that achieving this requires a Remuneration
Policy that is market-competitive, providing salaries and benefits
aligned with those offered by comparable entities operating in
relevant sectors. This approach ensures consistency and fairness
across the wider workforce and the executive team, and the Board
believes it supports the long-term interests of all stakeholders.
These principles are applied consistently in respect of Directors’
remuneration. However, it is necessary to differentiate between
Executive and Non-Executive Directors, with further details provided
below.
3. Remuneration policy –
Executive Directors
Other than Mr Norman Aquilina, the Executive Chairman of the
Group, there are no Directors who have an executive role in the
day-to-day management of the Company and the Group.
The remuneration is made up of a fixed or base Director’s fee which
is established by reference to those levels prevailing in the market
for entities of a similar size and complexity. This component is pay-
able from the aggregate amount of emoluments approved by the
Shareholders in General Meeting.
The variable components, if any in the future, to the remuneration
awarded to Executive Directors will be established from year to year
and the quantitative and qualitative targets included therein would
change from time to time depending on the circumstances of the
business and the then prevailing commercial environment.
28
There are no pre-set fixed relationships between fixed and variable
remuneration, and these would vary between Executive Directors
(and indeed the Senior Management). Whereas quantitative awards
are usually formulaic in their calculation, any qualitative awards
necessarily involve the application of subjective judgment.
Other provisions that form part of the Remuneration Policy include
the following:
•
Claw Backs – there are no claw back provisions in place in respect
of variable salary awards.
•
Benefits which would comprise those benefits normally available
to senior executives comprising principally (a) the provision
of a suitable (taxed and insured) company car, (b) standard
executive health insurance and life assurance cover, (c) mobile
phone and allowance (d) other incidental benefits. Executive
Directors also receive an expense allowance in reimbursement
of certain expenses incurred in the execution of their respective
roles and duties.
•
Share Option schemes – to date it has not been the policy of the
Group to introduce any form of share option scheme or other
executive share awards.
The Board believes that the above components of Executive Director
remuneration serve to contribute to the realization of the Group’s
long-term strategy and interest and also serve to secure alignment
between the interests of the Executive Directors and that of the
Shareholders.
4. Remuneration policy –
Non-Executive Directors
Non-Executive Directors are those members of the Board who do
not have a role in the day-to-day executive management of the
Company and the Group. Remuneration for Non-Executive Directors
is determined by the Board of Directors as a whole and takes into
account the skills required and those levels prevailing in the market
for entities of a similar size and complexity.
The aggregate remuneration payable to Non-Executive Directors is
approved by Shareholders in General Meeting pursuant to Article
81.1 of the Articles of Association of the Company and has two
components:
•
A fixed or base Director’s fee which is established by reference
to those levels prevailing in the market for entities of a similar
size and complexity.
•
A Board Committee fee for membership of the various established
Board Committees. These Board Committee fees vary between
Committees depending upon the relative workload and time com-
mitment involved, and the skill sets, experience and professional
knowledge required for the particular Committee concerned.
Non-Executive Directors are not entitled to any contractual pen-
sion, termination or retirement benefits. However, they may be
reimbursed certain expenses incurred in the discharge of their
responsibilities.
5. RemunerationDetails–Executive and Non-ExecutiveDirectors
The following tables provides a summary of the remuneration for the year ended 31 December 2025, for each individual Director.
| Directors' Emoluments - Year ended 31 December | Fixed Remuneration- Board & CommitteeFees 2025 | Aggregate 2025 | |
| Norman Aquilina | Executive Chairman | 12,500 | 12,500 |
| Dominic Borg | Non-Executive Vice Chairman | 6,147 | 6,147 |
| Michael Farrugia | Non-Executive Director | 4,965 | 4,965 |
| Jan Zammit | Non-Executive Director | 4,965 | 4,965 |
| Neil Psaila | Non-Executive Director | 4,965 | 4,965 |
| Chiara Stagno d'Alcontres | Non-Executive Director | 4,965 | 4,965 |
| Matthew Marshall | Non-Executive Director | 4,965 | 4,965 |
| Andrew Camilleri | Non-Executive Director | 5,556 | 5,556 |
| Roderick Chalmers | Non-Executive Director | 5,556 | 5,556 |
Note: Directors’ Emoluments started on the day the Company was Spun Off from Simonds Farsons Cisk p.l.c. therefore covering the period from 6 October to
31 December 2025. There was no further Fixed Pay or Variable Pay remuneration during the period.
29
6. Terms of Engagement
Members of the Board of Directors appointed under the provisions
of Article 96 retire from office at least once every three years but
remain eligible for re-appointment. Those members of the Board
elected under the provisions of Article 97 shall retire from office at
the end of the first Annual General Meeting following their election
and also remain eligible for re-election.
Any member appointed by the Board of Directors as an additional
Director under the provisions of Article 100 shall hold office until the
next following Annual General Meeting and may be removed by a
majority vote of the Board of Directors at any time. An additional
Director shall be eligible for re-election.
All Directors are engaged without fixed term contracts. In terms of
current labour regulations all are regarded as employees on indefinite
contracts. The Executive Chairman is subject to satisfactory perfor-
mance and reappointment in terms of Article 100 on an annual basis.
7. Shareholder involvement
Pursuant to Article 81 of the Memorandum and Articles of Association
of the Company, remuneration (emoluments) payable to Directors
with regard to their membership of the Board of Directors is al-
ways subject to the maximum aggregate limit approved by the
Shareholders in General Meeting.
Whereas remuneration paid to Executive Directors by virtue of their
executive office (as opposed to their membership of the Board)
is not subject to the maximum aggregate limit stipulated under
Article 81 as described above, and pursuant to the requirements of
Capital Markets Rules, the Remuneration Report of the Company
shall form part of the Annual Report and shall provide full details of
remuneration paid to all Directors.
In accordance with Capital Markets Rule 12.26L and 12.26M, the
Remuneration Report will be subjected to an advisory vote by the
Shareholders at each Annual General Meeting and shall be made
available on the Company’s website for a period of 10 years following
the meeting.
8. Senior Management
Remuneration
For the purposes of this Remuneration Report, “Senior Management”
shall mean all members, employed directly or indirectly by the Group,
forming part of the Group Management Team as detailed in this
Annual Report.
The Executive Chairman is responsible for carrying out regular reviews
of the compensation structure pertaining to the Senior Management
in the light of the Group’s performance, economic situation and
market trends. One of the main objectives is to recruit and retain
executives of high professional standards and competence who can
enhance the Group’s performance and assure the best operational
and administrative practices.
The Executive Chairman reports and makes recommendations
periodically to the Board and the RCGC on the remuneration
packages, including bonus arrangements, for achieving pre-
determined targets.
The RCGC is required to evaluate, recommend and report on any
proposals made by the Executive Chairman relating to management
remuneration and conditions of service. The Committee considers
that the current Senior Management remuneration packages are
based upon the appropriate local market equivalents and are fair
and reasonable for the responsibilities involved. The Committee
also believes that the remuneration packages are such as to enable
the Company to attract, retain and motivate executives having the
appropriate skills and qualities to ensure the proper management
of the organisation.
The terms and conditions of employment of Senior Management
are set out in their respective contracts of employment with the
Company. As a general rule such contracts do not contain provisions
for termination payments and/or other payments linked to early
termination.
Senior Management is eligible for an annual performance bonus
which is linked to agreed performance targets and their achievement.
The RCGC is of the view that the relationship between fixed and
variable remuneration and performance bonus are reasonable and
appropriate. There are no claw-back provisions in respect of variable
salary awards.
There are no executive profit sharing, share options or pension
benefit arrangements in place. Non–cash benefits to which Senior
Management are entitled comprise those normally available to senior
executives including the provision of a suitable taxed and insured
company car, standard executive health and personal accident insur
-
ance cover, a mobile phone package and other incidental corporate
benefits.
The total emoluments relating to the Group Leadership Team
members were as follows:
Senior Management Remuneration
| Year ended 31 December 2025 | |||
| Fixed Pay | Variable Pay | Benefits &Allowances | Aggregate |
| 125,429.01 | 16,452.05 | 13,116.09 | 154,997.15 |
Note: Senior Management remuneration disclosed above relates to
the period from 10 September 2025 to 31 December 2025, with 10
September 2025 being the effective date on which the subsidiaries of
Quinco Holdings p.l.c. were transferred from Simonds Farsons Cisk p.l.c.
9. Review of the contents of
the Remuneration Report
The contents of the Remuneration Report have been reviewed by the
external Auditors to ensure that it conforms with the requirements
of Appendix 12.1 to Chapter 12 of the Capital Markets Rules.
30
Corporate Governance Report
For the year ended 31 December 2025
Introduction
This statement is being made by Quinco Holdings p.l.c. (Quinco)
pursuant to the Capital Markets Rules which require that Quinco, as
a company whose equity securities are listed on a regulated market,
should endeavour to adopt the Code of Principles of Good Corporate
Governance (the Code) contained in Appendix 5.1 to Chapter 5 of the
Capital Markets Rules. In terms of Capital Markets Rule 5.94, Quinco
is obliged to prepare a report explaining how it has complied with
the Code. For the purposes of the Capital Markets Rules, Quinco is
hereby reporting on the extent of its adoption of the Code.
Quinco acknowledges that the Code does not prescribe mandatory
rules but recommends principles so as to provide proper incentives
for the Board of Directors (the Board) and Quinco’s management
to pursue objectives that are in the interest of the Company and
its shareholders. Quinco adheres to generally accepted standards
of good corporate governance encompassing the requirements
for transparency, proper accountability, and the fair treatment of
shareholders. The Board of Directors has therefore endorsed and
adopted the Code of Principles.
As demonstrated by the information set out in this statement,
together with the information contained in the Remuneration
Report, Quinco believes that it has, save for the section entitled
Non-compliance with the Code, throughout the accounting period
under review, applied the principles and complied with the provisions
of the Code. In the Non-compliance section, the Board indicates and
explains the instances where it has departed from or where it has
not applied the Code, as allowed by the Code.
Compliance with the Code
PRINCIPLE 1: THE BOARD
The Board’s role and responsibility is to provide the necessary leader-
ship, to set strategy and to exercise good oversight and stewardship.
In terms of the Memorandum of Association of Quinco, the affairs of
the Company are managed and administered by a Board composed
of nine directors.
The Executive Chairman through his monitoring of the operational
and strategic performance of each subsidiary, ensures alignment with
Quinco’s overall objectives. He ascertains the timely and appropriate
receipt of information in relation to the business of the Quinco Group
and the management’s performance. This enables the Board to
contribute effectively to the decision-making process, whilst at the
same time exercising prudent and effective controls.
Prior to each meeting, Directors are provided with the necessary
information and explanatory data as may be required by the particular
item on the agenda. Comprehensive financial statements together
with a comprehensive analysis of financial and business performance
are also provided to the Board of each subsidiary every month, whilst
Quinco Holdings p.l.c. meets around six times annually to assess the
consolidated performance and formulate strategy. The Company
has its own external legal advisors. The Directors are entitled to
seek independent professional advice at any time at the Company’s
expense where necessary for the proper performance of their duties
and responsibilities.
All Board Members are accountable for their performance to share-
holders and other stakeholders, attend regular Board Meetings and
allocate sufficient time to perform their duties in the best interest
of Quinco. The Board ensures integrity of transparency, operational
controls, and compliance with the relevant laws.
The Board delegates specific responsibilities towards a number of
committees, notably the Remuneration and Corporate Governance
Committee and the Audit Committee. Further detail in relation to
the committees and the responsibilities of the Board is found in
Principles 4, 5 and 8 of this statement.
Corporate Governance is considered as a constitutive element
intertwined in all discussions and decisions undertaken at the level
of the Board and its Committees. This element has been fundamental
in creating the corporate culture of the Company, setting the right
tone at the top.
PRINCIPLE 2: CHAIRMAN AND
CHIEF EXECUTIVE
The Memorandum and Articles of Association of Quinco Holdings
p.l.c. provides for the Board to appoint from amongst its Directors;
a Chairman and a Vice–Chairman. The Chairman is responsible to
lead the Board and set its agenda, ensure that the Directors of the
Board receive precise, timely and objective information so that they
can take sound decisions and effectively monitor the performance
of the Company, ensure effective communication with shareholders,
and encourage active engagement by all members of the Board for
discussion of complex or contentious issues.
The Board of Directors believe that the current organisational struc-
tures within Quintano Foods Limited (Quintano Foods) and Food
Chain (Food Chain) are adequate for the current activities of Quinco
Group. The Directors will oversee these structures to ascertain that
they meet the changing demands of the business and will take the
necessary measures to strengthen the management function and
maintain good corporate governance.
31
The Group Management Team under the direction of the Executive
Chairman is, inter alia, responsible:
1.
for the implementation of the strategy of the Group as approved
by the Board,
2.
to achieve the objectives of the Group as determined by the
Board and accordingly,
3.
to devise and put into effect such plans and to organise, manage,
direct, and utilise the human resources available and all physical
and other assets of the Group so as to achieve the most sus
-
tainable, economical and efficient use of all resources and the
highest possible profitability in the interest of the shareholders
and all other stakeholders, whilst respecting environmental and
social factors.
The General Managers of Quintano Foods and Food Chain are senior
Quinco executives with experience in the Group’s business and with
proven professional ability. They regularly report to their respective
Board on the business and affairs of their company and the com-
mercial, economic, and other challenges being faced.They are also
responsible to ensure that all submissions made to the Board are
timely, give a true and correct picture of the issue or issues under
consideration, and are of high professional standards as may be
required by the subject matter concerned.
The organisational structure ensures that decision-making powers are
spread widely enough to allow proper control and reporting systems
to be in place and maintained in such a way that no one individual
or small group of individuals has unfettered powers of decision.
PRINCIPLE 3: COMPOSITION OF THE BOARD
Each member of the Board offers core skills, attributions and expe-
rience that are relevant to the successful operation of the Company.
Although relevance of skills is key, a balance between skills represent-
ed is sought through the work of the Remuneration and Corporate
Governance Committee to ensure that there is an appropriate mix
of members with diverse backgrounds. The shareholders are aware
of the importance at board level of diversity with regards to age,
gender, educational and professional backgrounds among others,
and although there is no formal diversity policy, every effort is made
as and whenever possible to promote enhanced diversity whilst
ensuring that the Board continues to meet its role and responsibility
in the best possible way.
The Board is composed of an Executive Chairman, and eight Non–
Executive Directors.
Executive Directors
Mr Norman Aquilina - Chairman
Non-Executive Directors
Mr Dominic Borg – Non-Executive Vice-Chairman
Mr Michael Farrugia
Mr Jan Zammit
Ms Chiara Stagno d’Alcontres
Mr Matthew Marshall
Mr Neil Psaila
Dr Max Ganado
up to 28 August 2025
Dr Andrew Camilleri
from 28 August 2025
Mr Roderick Chalmers
up to 31 December 202
5
Mr Simon Flynn
from 1 January 2026
The Chief Financial Officer attends all Board meetings, albeit without
a vote, in order to ensure his full understanding and appreciation of
the Board’s policy and strategy, and so that he can provide direct
input to the Board’s deliberations. The Board considers that the size
of the Board, whilst not being large as to be unwieldy, is appropriate,
taking into account the size of the Company and its operations. The
combined and varied knowledge, experience and skills of the Board
members provide a balance of competences that are required and add
value to the functioning of the Board and its direction to the Company.
It is in the interest of each of the three major shareholders to nominate
as Directors knowledgeable, experienced and diligent persons. Apart
from this, informal arrangements, which do not infringe on their rights
as shareholders, exist for consultation prior to any changes in the
membership of the Board, as well as to assist in the identification
of suitable persons who can be nominated for election by the other
shareholders at general meetings, and who can bring in an independent
viewpoint and particular knowledge to the deliberations of the Board.
Family relationships among Directors, the Directors’ interest in the share
capital of the Company as disclosed in the Shareholder Information on
page 68 of the Report, and the commonality of Directors with Simonds
Farsons Cisk plc and Trident Estates plc with which the Company main-
tains contractual relationships, represent potential conflicts of interest.
All Directors, are considered to be independent in that they do not
hold any relationship with the Company, a controlling shareholder or
their management which creates a conflict of interest such as to impair
their judgement. This has been ensured through the implementation
of the following measures:
a.
Disclosure and Exclusion: A Director is obliged to disclose any
matter that may give rise to a potential or actual conflict. Upon such
disclosure, the Director shall be excluded from all deliberations and
voting in relation to the relevant matter; provided, however, that
such exclusion shall not preclude the Director from being present
at the meeting during which the matter is discussed
b. Related Party Transactions: Any transactions which may be deter-
mined to be related party transactions are referred to and dealt with
by the Audit Committee (the “Committee”), which is responsible for
evaluating the arm’s length nature of any proposed transactions and
that these are conducted on a sound commercial basis and in the best
interest of Quinco. Consistent with the principles applicable at the
Board level, any Director who is a related party in respect of a particular
transaction shall not participate in the Committee’s deliberations
or decision-making regarding the transaction. Notwithstanding the
foregoing, such Director shall not be precluded from attending the
meeting at which the matter is considered
c.
Continuing Conflict: any Director having a continuing material interest
that conflicts with the interests of the Company is obliged to take
effective steps to eliminate the grounds for conflict, and should this
not be possible, said Director is encouraged to consider resigning
d.
Separation of Family Interests: There are no ties or relationships
between management and the Directors.
32
PRINCIPLES 4 AND 5: THE RESPONSIBILITIES
OF THE BOARD AND BOARD MEETINGS
The Board meets 6 times a year, apart from other occasions as may
be needed. Subsidiary Board Meeting are held on a monthly basis.
Individual directors, apart from attendance at formal board meetings,
participate in other ad hoc meetings during the year as may be
required, and are also active in board sub–committees as mentioned
further below, either to assure good corporate governance, or to
contribute more effectively to the decision-making process.
| Meetings held: 3 | |
| Members attended: | |
| Mr Norman Aquilina – Chairman | ............................................................ 3 |
| Mr Dominic Borg - Non-Executive Vice – Chairman ........................... 3 | |
| Mr Michael Farrugia .................................................................................. | 3 |
| (1 attended by an alternate director Mr Louis A Farrugia) | |
| Mr Jan Zammit ........................................................................................... | 3 |
| Ms Chiara Stagno d’Alcontres | ................................................................ 3 |
| Mr Matthew Marshall ............................................................................... | 3 |
| Mr Neil Psaila .............................................................................................. | 3 |
| Dr Max Ganado .......................................................................... | 1 (out of 1) |
| until 28 August 2025 | |
| Dr Andrew Camilleri ................................................................ | 2 (out of 2) |
| Mr Roderick Chalmers | as from 28 August 2025 |
| .............................................................................. 3 |
The Board, in fulfilling this mandate within the terms of the Company’s
Memorandum and Articles of Association, and discharging its duty of
stewardship of the Company and the Group, assumes responsibility
for the following:
•
reviewing and approving any business plans and targets that are
submitted by management, and overseeing the implementation
with management
•
identifying the principal business risks for the Group and over-
seeing the implementation and monitoring of appropriate risk
management systems
•
ensuring that effective internal control and management infor-
mation systems for the group are in place
•
assessing the performance of the Senior Managers, including
monitoring the establishment of appropriate systems for suc-
cession planning and for approving the compensation levels of
such managers; and
•
ensuring that the Group has in place a policy to enable it to
communicate effectively with shareholders, other stakeholders,
and the public generally.
The Board is ultimately responsible for the Company’s system of
internal controls and for reviewing its effectiveness. Such a system
is designed to manage rather than eliminate risk to achieve busi-
ness objectives and can provide only reasonable, and not absolute,
assurance against material error, losses, or fraud. Through the Audit
Committee, the Board reviews the effectiveness of the Company’s
system of internal controls.
In fulfilling its responsibilities, the Board regularly reviews and
approves various management reports as well as annual financial
plans, including capital budgets. The strategy, processes and policies
adopted for implementation are regularly reviewed by the Board us
-
ing key performance indicators. To assist it in fulfilling its obligations,
the Board has delegated responsibility to the Chief Financial Officer.
PRINCIPLE 6: INFORMATION AND
PROFESSIONAL DEVELOPMENT
The Executive Chairman is responsible for the recruitment and
selection of Senior Managers and consults with the Board on their
appointment or succession plan thereof.
Training (both internal and external) of management and employees
is a priority, coordinated through the Quinco’s Human Resources
Department. On joining the Board, a Director is provided with
briefings by the Chairman and other members of management
on the activities of the Company’s business areas. Furthermore, all
new Directors are offered a tailored induction programme. Directors
may, where they judge it necessary to discharge their duties as
Directors, take independent professional advice on any matter at
the Company’s expense.
Under the direction of the Chairman, the Company Secretary’s
responsibilities include ensuring good information flows within the
Board and its Committees and between Senior Managers and Non-
Executive Directors, as well as facilitating induction and assisting with
professional development as required. Directors have access to the
advice and services of the Company Secretary, who is responsible for
ensuring adherence to Board procedures, as well as good information
flows within the Board and its Committees.
The Chairman ensures that Board members continually update their
skills and the knowledge and familiarity with the Company required
to fulfil their role both on the Board and on Board Committees.
The Company provides the necessary resources for developing and
updating its Directors’ knowledge and capabilities. The Company
Secretary is also responsible for advising the Board through the
Chairman on all governance matters.
PRINCIPLE 7: EVALUATION OF THE
BOARD’S PERFORMANCE
The evaluation of Board Performance is a responsibly of the
Remuneration and Corporate Governance Committee which is
chaired by a Non–Executive Director.
Periodic evaluations of Board Performance are planned to be
conducted through a Board Effectiveness Questionnaire to be
prepared by the Company Secretary in liaison with the Chairman
of the Committee. Non–Executive Directors are responsible for the
evaluation of the Chairman of the Board.
PRINCIPLE 8: COMMITTEES
The Board has set up the following subcommittees to assist it in the
decision–making process and for the purposes of good corporate
governance. The actual composition of these committees is given in
the Annual Financial Report, but as stated earlier, each of the three
major shareholders and the public shareholders are represented
as far as possible.
33
Remuneration and Corporate
Governance Committee (RCGC)
The Remuneration and Corporate Governance Committee is chaired
by Dr Andrew Camilleri and is composed of three other members:
Mr Michael Farrugia, Mr Matthew Marshall and Mr Jan Zammit. The
Remuneration and Corporate Governance Committee supports the
Board by overseeing senior management appointments, succession
planning, and remuneration frameworks that attract, retain, and
motivate talent while aligning pay with performance, market bench-
marks, regulatory obligations, and long-term value creation. The
Committee leads the process for nominating new directors, evaluates
Board and committee effectiveness, and advises on governance
practices, regulatory developments, and stakeholder expectations.
It is entrusted with drawing up and recommending the Company’s
Remuneration Policy for Board approval, ensuring consistency with
best practices and market conditions, and reviews all remuneration
packages for Executive and Non-Executive Directors. The recommen-
dations of the RCGC in this regard are submitted to the full Board
for final approval. Individual Directors recuse themselves from any
participation as appropriate.
Audit Committee (AC)
The Audit Committee’s primary objective is to protect the interests
of the Company’s Shareholders and assist the directors in conduct-
ing their role effectively so that the Company’s decision-making
capability and the accuracy of its reporting and financial results are
maintained at a high level at all times.
The Audit Committee is composed of four members Mr Simon Flynn,
Mr Neil Psaila, Ms Chiara Stagno d’Alcontres and Mr Dominic Borg. All
Directors on the Audit Committee are Non-executive Directors and,
in the opinion of the Board, are free from any significant business,
family or other relationship with the Company, its shareholders or
its management that would create a conflict of interest such as to
impair their judgement.
Mr Simon Flynn occupies the post of Chairman of the Audit
Committee. The Board has determined that Mr Neil Psaila and Mr
Simon Flynn, being professionally qualified accountants, possess
the necessary expertise and competence in accounting and auditing
matters.
The Audit Committee as a whole has extensive experience in matters
relating to the Company’s area of operations, and therefore has
the relevant competence required under CMR 5.118. The Audit
Committee is responsible for overseeing the integrity of the Group’s
financial reporting, internal controls, and compliance framework. Its
remit includes reviewing annual and interim financial statements,
monitoring adherence to respective laws and regulations, and as-
sessing the effectiveness of risk management and internal control
systems. The Committee provides independent oversight of the
external audit process, ensuring auditor independence, scope, and
performance, while also managing the handling of complaints and
concerns on financial matters. It addresses potential conflicts of
interest and ensures emerging risks are promptly escalated to the
Board. Moreover, it is responsible for evaluating the arm’s length
nature of any proposed transactions to be entered into by the
Company and a related party to ensure that the execution of any
such transaction is indeed at arm’s length, conducted on a sound
commercial basis and in the best interests of the Company. Finally,
it addresses potential conflicts of interest and ensures emerging
risks are promptly escalated to the Board.
The AC held one meeting during the financial year ended 31st
December 2025. This is in view that the Company was only set-up
on the 8th of May 2025 and listed on the Malta Stock Exchange
on the 6th of October 2025. Nevertheless, prior to issuing this
Annual Financial Report, the Audit Committee met 2 more times.
The meetings are scheduled a year in advance to ensure proper
planning and consider the external auditors’ audit plan, the annual
and six-monthly financial results, and the Annual Financial Report.
PRINCIPLES 9 AND 10: RELATIONS WITH
SHAREHOLDERS AND WITH THE MARKET,
AND INSTITUTIONAL SHAREHOLDERS
Every shareholder owning twelve and a half percent (12.5%) of the
ordinary issued share capital or more, is entitled to appoint and
replace a Director for each and every twelve and a half percent
(12.5%) of such shares, and the remaining ordinary shares not so
utilised are entitled to fill the remaining unfilled posts of Directors.
Thus, each of the three major shareholders who are named and
whose holdings are listed in Note 23 to the financial statements,
each appoint two Directors for a total of six, the remaining two
Directors then being elected by the general public shareholders. The
Directors may appoint one (1) additional director, which shall require
the unanimous approval of the Directors appointed or elected, and
does not require ratification by a resolution of the shareholders of the
Company. An additional director holds office until the next following
Annual General Meeting of the Company. Accordingly, no individual
or small group of individuals will be in a position to dominate the
Board. The interests of the Directors in the shares of the Company
are disclosed in the Shareholder Information section of this Annual
Financial Report on page 68.
The Company recognises the importance of maintaining a dialogue
with its shareholders and of keeping the market informed to ensure
that its strategies and performance are well understood. The Board
is of the view that during the period under review the Company
has communicated effectively with the market through company
announcements and press releases.
The Board endeavours to protect and enhance the interests of both
the Company and its shareholders, present and future. The Chairman
ensures that the views of shareholders are communicated to the
Board as a whole.
The Board always ensures that all holders of each class of capital
are treated fairly and equally. The Board also acts in the context
that its shareholders are constantly changing and, consequently,
decisions take into account the interests of future shareholders as
well. Shareholders also appreciate the significance of participation
in the general meetings of the Company. They hold Directors to
account for their actions, their stewardship of the Company’s assets
and the performance of the Company.
The agenda for general meetings of shareholders and the conduct
of such meetings is arranged in such a manner to encourage valid
discussion and decision-taking. The Chairman and the Company
Secretary also ensure that sufficient contact is maintained with major
shareholders to understand issues and concerns.
The Company also communicates with its shareholders through the
Company’s Annual General Meeting (AGM) (further detail is provided
under the section entitled General Meetings). The Chairman makes
arrangements for the Chairmen of the Audit Committee and the
Remuneration and Corporate Governance Committee to be available
to answer questions, if necessary.
34
Apart from the AGM, Quinco will communicate with its shareholders
by way of the Annual Report and by publishing its annual and interim
results.The Company’s website (www.quincoholdings.com) also
contains information about the Company and its business, including
an Investor Relations section. In addition, the Company intends to
hold a meeting for stockbrokers and financial intermediaries once a
year to coincide with the publication of its Annual Financial Report.
The Company Secretary maintains two-way communication between
the Company and its shareholders. Individual shareholders can raise
matters relating to their shareholdings and the business of the Group
at any time throughout the year and are given the opportunity to
ask questions at the AGM or submit written questions in advance.
In terms of Article 51 of the Articles of Association of the Company
and Article 129 of the Maltese Companies Act, 1995, the Board
may call an extraordinary general meeting on the requisition of
shareholders holding not less than one-tenth (1/10) of the paid-up
share capital of the Company. Minority shareholders are allowed to
formally present an issue to the Board of Directors.
In the event of conflicts arising between minority shareholders and
the three major shareholders, who are also the original promoters of
the Company, every effort shall be made to seek mediation.
PRINCIPLE 11: CONFLICTS OF INTEREST
The Directors are strongly aware of their responsibility to act at all
times in the best interest of the Company and its shareholders as
a whole and of their obligation to avoid conflicts of interest. Should
any such conflicts of interest be perceived to arise:
•
a Director is obliged to make full and frank disclosure with respect
to any matter where there is a potential or actual conflict, whether
such conflict arises from personal interests or the interests of the
companies in which such person is a Director or officer
•
the said Director is not precluded from attending the meeting,
but is not involved in the deliberations or decision-making
regarding the matter and
• the said Director does not vote on any such matter.
A Director having a continuing material interest that conflicts with
the interests of the Company, is obliged to take effective steps
to eliminate the grounds for conflict. In the event that such steps
do not eliminate the grounds for conflict then the Director should
consider resigning.
On joining the Board and regularly thereafter, the Directors are
informed of their obligations on dealing in securities of the Company
within the parameters of law, including the Capital Markets Rules
and the Market Abuse Regulation.
The Directors’ interests in the share capital of the Company as at
31 December 2025 and as at 31 March 2026 are disclosed in the
Shareholder Information section of this Annual Financial Report.
PRINCIPLE 12: CORPORATE
SOCIAL RESPONSIBILITY
Quinco Holdings p.l.c. is committed to operating its businesses
responsibly and sustainably, recognising that its role extends be-
yond the provision of quality products and services to the creation
of long term value for the communities in which it operates. The
Group’s Corporate Social Responsibility (CSR) framework focuses on
responsible sourcing, environmental stewardship, reduction of waste,
community support, and the promotion of sustainable business
practices across all its operations.
Environmental Stewardship and
Sustainable Packaging
Given the significant use of paper and packaging materials within the
Group’s Quick Service Restaurant (QSR) brands; Burger King, Pizza
Hut and KFC, Quinco ensures that all packaging sourced is obtained
from environmentally responsible suppliers and is compliant with
the sustainability requirements set by each franchisor.
Burger King, through the Restaurant Brands International (RBI)
sustainability framework, requires its franchisees to adopt pack-
aging that reduces waste, increases recyclability, and incorporates
responsibly sourced fibre certified by competent bodies. Burger
King’s global strategy emphasises reducing virgin plastics, shifting
to reusable and recyclable materials, and eliminating intentionally
added PFAS in guest facing packaging. The brand continually tests
and develops reusable packaging systems through partnerships it
has in various markets including the U.S., Japan and Europe.
KFC’s global sustainability commitments encompass responsible
sourcing of paper-based packaging and initiatives aimed at replacing
non-recyclable plastics. Over recent years, the brand has rolled out
measures to eliminate non-recoverable plastics, remove Styrofoam
and EPS from packaging, and expand the use of fibre-based con-
tainers, paper straws, and plastic-free alternatives across its global
markets. The Group procures its packaging through suppliers that
form part of KFC’s approved supplier network and are therefore
required to comply with KFC’s global sustainability standards.
Pizza Hut, through Yum! Brands’ unified sustainable packaging policy,
is committed to eliminating unnecessary plastics, shifting towards
more sustainable materials, and improving recyclability through
circular packaging systems.
As franchise operators, Quinco’s QSR businesses are required
to comply with these international sustainability mandates and
therefore implement these environmental standards locally. This
ensures that the Group’s packaging footprint aligns with global best
practices, using renewable, recyclable and lower impact materials
across all consumer facing operations.
Waste Reduction, Recycling and
Resource Efficiency
Quinco promotes responsible consumption and waste minimisation
across all its QSR outlets but also within the operation of its Food
Importation operations. The Group undertakes structured recycling
processes such as in the management of used cooking oil. All cooking
oil from the Group’s restaurants is collected and sent for full recycling
through authorised and environmentally compliant partners.
Operational waste reduction practices include the segregation of
recyclable materials, optimisation of packaging components, and the
implementation of energy efficient and waste efficient systems in
our operations. These practices reflect the sustainability principles
promoted globally, which advocate circularity, waste diversion and
the reduction of food loss.
35
Food Redistribution and Community Support
As part of its commitment to social responsibility, Quinco has en-
tered into agreements to redistribute surplus or soon to expire food
products at reduced prices through recognised food waste reduction
platforms. The Group is also in active discussions with local charitable
organisations to channel edible surplus food to vulnerable groups,
helping reduce food insecurity while limiting avoidable food waste.
In addition, Quinco continues to support community initiatives by
providing food donations to charities raising funds for critical causes,
including those supporting cancer patients and families in need.
Responsible and Ethical Sourcing
Where possible, the Group sources food and ingredients from
suppliers who demonstrate strong environmental, social and ethical
practices. An example of this commitment is Quinco’s sourcing
of chocolate from Tony’s Chocolonely, a company dedicated to
eradicating exploitation, child labour, and modern slavery in the
cocoa supply chain. Tony’s Chocolonely prioritises fair pricing, long
term farmer partnerships and full supply chain traceability to achieve
a 100% slave free chocolate industry. By choosing such suppliers,
Quinco reinforces its commitment to responsible procurement and
to supporting sustainable global value chains.
Non–compliance with the Code
PRINCIPLE 4 (CODE PROVISION 4.2.7):
This Code Provision recommends “the development of a succession
policy for the future composition of the Board of Directors and
particularly the executive component thereof, for which the Chairman
should hold key responsibility”.
The Memorandum and Articles of Association of the Company
provide for the appointment of directors as being a matter reserved
exclusively to Quinco Holdings p.l.c.’s shareholders (except where the
need arises to fill a casual vacancy) as explained under Principle 3 of
this report. However, in recognition of evolving standards of good
corporate governance, the Remuneration and Corporate Governance
Committee holds discussions concerning the composition of the
Board and succession policies in relation thereto.
Internal controls
Internal Control
The key features of the Group’s system of internal control are as
follows:
Organisation:
The Board of Directors of the subsidiaries are made up of the same
Board members of Quinco and general and common issues are
discussed across the board.
Control Environment:
Quinco Group is committed to the highest standards of business
conduct and seeks to maintain these standards across all of its
operations. Group policies and employee procedures are in place
for the reporting and resolution of fraudulent activities. The Group
has an appropriate organisational structure for planning, executing,
controlling and monitoring business operations in order to achieve
Group objectives.
Risk Identification:
The Senior Managers are responsible together with the Board of
Directors, for the identification, evaluation, control and reporting
of major risks applicable to their areas of business.
Reporting:
The Group has 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 controls, segregation of duties, reviews by
management. On a monthly basis the Board receives a compre
-
hensive analysis of financial and business performance, including
reports comparing actual performance with budgets as well as the
analysis of any variances.
Cybersecurity
Quinco Holdings p.l.c. recognises that information technology is
a core pillar of its strategic direction. This strategic focus can only
be realised if the cybersecurity risks inherent in a modern digital
environment are effectively managed.
Following the transition from the protected IT infrastructure previ-
ously provided within the Simonds Farsons Cisk environment, and
as part of its commitment to safeguarding the Group’s information
assets, Quinco has prioritised the strengthening of its cybersecurity
safeguards within the context of the Group’s ongoing IT restructuring
being undertaken in collaboration with external providers.
Quinco is implementing a modernised technology architecture de-
signed around a multi layered cyber defence framework. This frame-
work is aligned to identified risks, established industry standards and
recognised best practices. It includes the continuous deployment,
enhancement and fine tuning of security controls across all systems,
supported by specialised cybersecurity partners. These controls
are progressively reinforced to address emerging threats, evolving
technology trends and the Group’s operational requirements.
In parallel with the technical measures, Quinco places significant em-
phasis on user awareness. Regular training, communication initiatives
and simulated exercises are carried out to educate employees on
cybersecurity risks—including phishing and other social engineering
attacks—to ensure that all staff play an active role in protecting
the Group’s digital environment. Quinco is also engaging with its
franchising partners in this area, recognising their expectations
that robust cybersecurity controls and practices are in place across
the organisation.
Through its IT Partners, Quinco also liaises with relevant local and
international authorities and industry bodies to remain informed
on developments and to strengthen visibility on sector specific and
general cyber risk exposures. One of the reasons behind the strategic
decision to have an external, world renowned IT partner is for the
Group to retain a specialised external cybersecurity organisation that
provides expert advice, independent review and ongoing support.
36
From a business continuity standpoint, the IT function maintains
and tests a range of redundancy and resilience measures across
systems, networks and hardware. These include, among others,
diversified internet connectivity paths, secure data storage solutions,
managed server and cloud environments, robust backup mechanisms
and resilient communication links. Quinco continues to upgrade
these capabilities in line with its IT transformation roadmap and its
evolving business model, ensuring continuity of critical operations
in the event of disruption.
Code of conduct
Quinco Holdings p.l.c. is currently in the process of developing its own
Code of Business Conduct and Ethics, which will reflect the Group’s
values, culture, and governance standards following its transition to
an independently operated business.
The policy framework currently being worked on includes these
policies:
• Anti-Discrimination Policy
• Anti-Harassment Policy
• Reporting of Grievance and Breach of Policies
• Social Media Policy
• Responsible Recruitment Policy
• Code of Business Conduct and Ethics Policy
• Anti-Bribery & Anti-Corruption Policy
These policies help ensure fairness, transparency, ethical conduct, and
regulatory compliance across all markets in which Quinco Holdings
p.l.c. operates. Regular training will also be provided to reinforce
these standards while the company finalises its own dedicated Code
of Business Conduct and Ethics.
While this work progresses, and to ensure continuity and consist-
ency in our ethical and professional standards, the organisation
continues to rely on the Code of Conduct previously adopted under
the Simonds Farsons Cisk Group, of which Quinco Holdings p.l.c.
formed part until last year. The Farsons code remains applicable
in the interim and provides clear guidance on expected employee
behaviour, ensuring that integrity, responsibility, and respect continue
to underpin all our operations. Employees are encouraged to consult
the policy and to seek clarification or support whenever they face
situations requiring ethical judgement.
Upholding these principles remains a shared responsibility across
the Group.
General meetings
The manner in which the general meeting is conducted is outlined in
Articles 50 to 52 of the Company’s Articles of Association, subject
to the provisions of the Maltese Companies Act, 1995. An Annual
General Meeting of shareholders is convened within seven months
of the end of the financial year, to consider the annual consolidated
financial statements, the Directors’ and Auditor’s report for the
year, to decide on dividends recommended by the Board, and
to elect the Directors and appoint the Auditors of the Company.
The Remuneration Report is subjected to an advisory vote of the
shareholders at each Annual General Meeting. Prior to the com-
mencement of the Annual General Meeting, a presentation is made
to shareholders on the progress made and strategies adopted during
the year in the light of prevailing market and economic conditions,
and the objectives set by the Board, and an assessment on future
prospects is given. The Group’s presence on the world wide web
(www. quincoholdings.com) contains a corporate information section.
Apart from the above, the Group publishes its financial results every
six months and from time-to-time issues Company Announcements
or other public notices regarding matters which may be of general
interest or of material importance to shareholders and the market
in general, or which may concern price sensitive issues.
At the time of the Annual General Meeting, public meetings are
held to which institutional investors, financial intermediaries and
investment brokers are invited to attend. Press releases are also
issued periodically concerning the business activities of the Group.
All shareholders registered in the Shareholders’ Register on the
Record Date as defined in the Capital Markets Rules, have the right
to attend, participate and vote in the general meeting. A shareholder
or shareholders holding not less than 5% of the voting issued share
capital may request the Company to include items on the agenda of
a general meeting and/or table draft resolutions for items included
in the agenda of a general meeting. Such requests are to be received
by the Company at least forty–six (46) days before the date set for
the relative general meeting.
A shareholder who cannot participate in the general meeting can
appoint a proxy by written or electronic notification to the Company.
Every shareholder represented in person or by proxy is entitled to ask
questions which are pertinent and related to items on the agenda
of the general meeting and to have such questions answered by
the Directors or such persons as the Directors may delegate for
that purpose.
Signed by Norman Aquilina (Chairman) and Dominic Borg (Vice-
Chairman) on the 24 April 2026.
37
Consolidated Statement of Profit and Loss
and Other Comprehensive Income
For the Period Ended 31 December 2025
| Note | Group08.05.2025to31.12.2025 | Company08.05.2025to31.12.2025 | |
| € | € | ||
| Revenue | 3 | 259,439 | |
| Cost of sales | ( | - | |
| Gross profit | 259,439 | ||
| Selling and distribution costs | ( | - | |
| Administrative expenses | ( | (213,554) | |
| Decrease in allowance on trade receivables | - | ||
| Income from operations | 45,885 | ||
| Other income | - | ||
| Finance income | 4 | | - |
| Finance costs | 4 | ( | - |
| Profit before tax | 5 | | 45,885 |
| Income tax expense | 6 | ( | (16,060) |
| Total comprehensive income for the period | 29,825 | ||
| Earnings Per Share attributable to the owners of the parent: | |||
| Basic earnings per Share (€) | |||
| Diluted earnings per Share (€) |
The notes on pages 42 to 67 form an integral part of these financial statements.
38
Consolidated Statement of Financial Position
As at 31 December 2025
| Note | Group2025 | Company2025 | |
| € | € | ||
| ASSETS | |||
| Property, plant and equipment | 8 | 17,526,659 | |
| Right of use assets | 11 | | - |
| Intangible assets | 10 | | 21,746 |
| Investments in subsidiaries | 17 | | 41,800,000 |
| Goodwill | 9 | - | |
| Deferred tax | 7 | | - |
| Total non-current assets | 59,348,405 | ||
| Current assets | |||
| Inventories | 12 | | - |
| Trade and other receivables | 13 | | 350,979 |
| Cash and cash equivalents | 14 | | 3,241,619 |
| Total current assets | 3,592,598 | ||
| TOTAL ASSETS | 62,941,003 | ||
| EQUITY AND LIABILITIES | |||
| Equity | |||
| Share capital | |||
| Share premium | |||
| Retained earnings | 29,825 | ||
| Total Equity | 46,829,825 | ||
| Liabilities | |||
| Non-current liabilities | |||
| Lease liabilities | 19 | | - |
| Deferred tax liability | 7 | | 2,250 |
| Total non-current liabilities | 2,250 | ||
| Current liabilities | |||
| Trade and other payables | 20 | | 16,095,118 |
| Lease liabilities | 19 | | - |
| Current tax payable | 13,810 | ||
| Borrowings | 18 | | - |
| Total current liabilities | 16,108,928 | ||
| Total liabilities | 16,111,178 | ||
| TOTAL EQUITY AND LIABILITIES | 62,941,003 |
The notes on pages 42 to 67 form an integral part of these financial statements.
39
Consolidated Statement of Changes in Equity
For the Period Ended 31 December 2025
| 2025 | GroupNotesSharecapital€Sharepremium€Retained earnings€TotalEquity€ | ||||
| Balance as at 08 May 2025 | | | | | |
| Total comprehensive income | 5 | | | | |
| Issuance of share capital | 15/16 | ||||
| Balance as at 31 December 2025 | | | |
| 2025 | Company | ||||
| Notes | Sharecapital | Sharepremium | Retained earnings | TotalEquity | |
| € | € | € | € | ||
| Balance as at 08 May 2025 | - | - | - | - | |
| Total comprehensive income | 5 | - | - | 29,825 | 29,825 |
| Issuance of share capital | 15/16 | ||||
| Balance as at 31 December 2025 | 36,000,000 | 10,800,000 | 29,825 | 46,829,825 |
The notes on pages 42 to 67 form an integral part of these consolidated financial statements.
40
Consolidated Statement of Cash Flows
For the Period Ended 31 December 2025
| Note | Group2025 | Company2025 | |
| € | € | ||
| Cash flows from operating activities: | |||
| Income from operations | 45,885 | ||
| Decrease in provisions | 5 | ( | - |
| Depreciation | 5 | | 170 |
| Amortisation | 5 | | 908 |
| 46,963 | |||
| Increase in inventories | 12 | ( | - |
| Decrease in trade and other receivables | 13 | | (350,979) |
| Decrease in trade and other payables | 20 | ( | 16,095,118 |
| Cash generated from operations | 15,791,102 | ||
| Interest paid | ( | - | |
| Interest received | - | ||
| Other income received | - | ||
| Tax paid | ( | - | |
| Net cash generated from operating activities | 15,791,102 | ||
| Cash flows from investing activities: | |||
| Cash acquired through acquisition of subsidiaries | 17 | - | |
| Payments to acquire property, plant and equipment | 8 | ( | (17,526,829) |
| Payments to acquire intangible assets | 10 | ( | (22,654) |
| Net cash flows from investing activities | ( | (17,549,483) | |
| Cash flows from financing activities: | |||
| Proceeds from issue of share capital | |||
| Lease payments | 19 | ( | - |
| Net cash flows from financing activities | 5,000,000 | ||
| Net movement in cash and cash equivalents | 3,241,619 | ||
| Cash and cash equivalents at beginning of period | - | ||
| Cash and cash equivalents at end of the period | 14 | 3,241,619 |
The notes on pages 42 to 67 form an integral part of these financial statements.
41
Notes to the Financial Statements
For the Period Ended 31 December 2025
i. General information
Quinco Holdings p.l.c. (“the company”) is a public limited c ompany incorporated and registered in Malta. The address of the
parent company’s registered office along with the principal activities of the Group’s is shown on pages 23 and 27. The company
was incorporated on 8 May 2025 and these Financial Statements cover the period from 8 May 2025 up till 31 December 2025.
| Standard, Amendment or Interpretation | Effective For Annual Periods on or After | EU Status |
| Amendments to IFRS 7 'Financial Instruments: Disclosures' & IFRS 9 'Financial Instruments' Classification and Measurement of Financial Instruments | 01 January 2026 | Endorsed |
| IFRS 18 'Presentation and Disclosure in Financial Statements' | 01 January 2027 | Endorsed |
42
| Buildings 50- | 150 years |
| Plant, machinery and equipment | 3-20 years |
| IT equipment | 4 years |
43
44
45
46
47
48
49
| Group | Company2025 | |
| 2025 | ||
| € | € | |
| Sale of goods (retail) | 10,043,369 | - |
| Sale of goods (wholesale) | 3,273,229 | - |
| Management services | - | 259,439 |
| Total | 13,316,598 | 259,439 |
50
| Group2025 | |
| € | |
| Financing cost: | |
| Interest Charge on leases | 73,201 |
| Financial income: | |
| Interest on financial assets measured at amortised cost | (9,129) |
| Net Finance Costs | 64,072 |
| Group08.05.2025 | Company08.05.2025 | |
| to | to | |
| 31.12.2025 | 31.12.2025 | |
| € | € | |
| Depreciation of property, plant and equipment | (406,029) | (170) |
| Depreciation of right-of-use assets | (303,703) | - |
| Amortisation of intangible assets | (180,514) | (908) |
| Movement in inventory balances | (156,495) | - |
| Purchases | (5,499,756) | - |
| Employee benefit expense (note 5a) | (2,850,840) | (56,568) |
| Loss allowance on trade receivables & net impairment | 289,071 | - |
| Group08.05.2025 | Company08.05.2025 | |
| to | to | |
| 31.12.2025 | 31.12.2025 | |
| € | € | |
| Salaries and wages | 2,672,078 | 55,316 |
| Employer's share of social security contributions | 178,762 | 1,252 |
| Group08.05.2025 | Company08.05.2025to | |
| to | ||
| 31.12.2025 | 31.12.2025 | |
| Management and administration | 47 | 2 |
| Operations | 375 | - |
51
| Group | Company2025 | |
| 2025 | ||
| € | € | |
| Current tax expense | 523,840 | 13,810 |
| Deferred tax (credit)/expense | (265,796) | 2,250 |
| Total | 258,044 | 16,060 |
| Group | Company2025 | |
| 2025 | ||
| € | € | |
| Profit for the period | 1,303,079 | 45,885 |
| Tax at 35% | 456,078 | 16,060 |
| Tax effect of: | ||
| Non-deductable expenses | 231 | - |
| Depreciation on ineligible assets | 21,226 | - |
| Other | 38,067 | - |
| Deferred tax asset not recognised upon requisition | (257,558) | - |
| Tax charge | 258,044 | 16,060 |
| Group | Company | |
| 2025 | 2025 | |
| € | € | |
| At 8 May 2025 | ||
| On acquisition of subsidiaries | (5,338,982) | - |
| Deferred tax credit/(charge to income statement) | 265,796 | (2,250) |
| Deferred Tax Asset/(Liability) | (5,073,186) | (2,250) |
| At 8 May 2025 | ||
| Temporary differences on Intangible Assets | (5,286,716) | - |
| Temporary differences on fixed assets | 190,703 | (2,250) |
| Temporary differences on credit loss allowance | 22,827 | - |
| Tax Asset/(Liability) | (5,073,186) | (2,250) |
52
| 31 December 2025 | Assets in course of construction | Buildings under Con-struction | GroupLands and improve-ments to premisesPlant, machinery and motor vehiclesOther fixtures, fittings, tools andequipment | ITEquipment | Total | ||
| € | € | € | € | € | € | € | |
| Year ended 31 December 2025 | |||||||
| Net book amounts acquired upon acquisition of subsidiaries | 59,483 | 727,328 | 1,440,537 | 2,524,618 | 2,180,048 | - | 6,932,014 |
| Additions | 2,348,152 | 7,426,746 | 7,835,158 | 512,585 | 749,592 | 7,370 | 18,879,603 |
| Disposals | - | - | - | (3,014) | - | - | (3,014) |
| Depreciation | - | (8,863) | (52,578) | (168,405) | (176,013) | (170) | (406,029) |
| Closing net book amount | 2,407,635 | 8,145,211 | 9,223,117 | 2,865,784 | 2,753,627 | 7,200 | 25,402,574 |
| As at 31 December 2025 | |||||||
| Cost | 2,407,635 | 8,154,074 | 9,275,695 | 3,034,189 | 2,929,640 | 7,370 | 25,808,603 |
| Accumulated depreciation and impairment | - | (8,863) | (52,578) | (168,405) | (176,013) | (170) | (406,029) |
| Net book amount | 2,407,635 | 8,145,211 | 9,223,117 | 2,865,784 | 2,753,627 | 7,200 | 25,402,574 |
| 31 December 2025 | Assets under construction | CompanyBuildings under Con-structionLands and improve-ments to premises | ITEquipment | Total | |
| € | € | € | € | € | |
| Year ended 31 December 2025 | |||||
| Additions | 2,355,567 | 7,423,892 | 7,740,000 | 7,370 | 17,526,829 |
| Depreciation | - | - | - | (170) | (170) |
| Closing net book amount | 2,355,567 | 7,423,892 | 7,740,000 | 7,200 | 17,526,659 |
| As at 31 December 2025 | |||||
| Cost | 2,355,567 | 7,423,892 | 7,740,000 | 7,370 | 17,526,829 |
| Accumulated depreciation and impairment | (170) | (170) | |||
| Net book amount | 2,355,567 | 7,423,892 | 7,740,000 | 7,200 | 17,526,659 |
53
| 31 December 2025 | Goodwill |
| € | |
| Cost | - |
| Recognised on acquisition of subsidiaries | 10,724,069 |
| At 31 December 2025 | 10,724,069 |
| As at 31 December 2025 | - |
| Impairment losses for the year | - |
| At 31 December 2025 | - |
| Carrying amount | - |
| At 31 December 2025 | 10,724,069 |
54
| Patents,trademarks and other rights | Computer software | Franchises | Total | |
| € | € | € | € | |
| 08 May 2025 | ||||
| Additions | 10,600 | 12,054 | - | 22,654 |
| Recognised on acquisition of subsidiaries | - | - | 15,284,329 | 15,284,329 |
| Balance at 31 December 2025 | 10,600 | 12,054 | 15,284,329 | 15,306,983 |
| 08 May 2025 | ||||
| Charge for the period | (707) | (201) | (179,606) | (180,514) |
| Balance at 31 December 2025 | (707) | (201) | (179,606) | (180,514) |
| At 08 May 2025 | - | - | - | - |
| At 31 December 2025 | 9,893 | 11,853 | 15,104,723 | 15,126,469 |
55
| Company | |||
| Patents,trademarks and other rights | Computer software | Total | |
| € | € | € | |
| 08 May 2025 | |||
| Cost | |||
| Additions | 10,600 | 12,054 | 22,654 |
| Balance at 31 December 2025 | 10,600 | 12,054 | 22,654 |
| 08 May 2025 | |||
| Amortisation | (707) | (201) | (908) |
| Balance at 31 December 2025 | (707) | (201) | (908) |
| At 08 May 2025 | - | - | - |
| At 31 December 2025 | 9,893 | 11,853 | 21,746 |
| 31 December 2025 | Group Buildings€ |
| Cost | 8,060,296 |
| Depreciation | (303,703) |
| Carrying amount | 7,756,593 |
| 31 December 2025 | Group Buildings€ |
| Depreciation expense on right-of-use assets | 303,703 |
| Interest expense on lease liabilities | 73,201 |
| Expense relating to short-term leases | 249,662 |
| Expense relating to variable lease payments not included in the measurement of the lease liability | 321,664 |
| 2025 | |
| € | |
| Fixed payments (including short-term lease) | 1,016,452 |
| Variable payments | 321,664 |
| Total payments | 1,338,116 |
| Group2025 | |
| € | |
| Finished Goods | 2,261,138 |
56
| Group | Company | |
| 2025 | 2025 | |
| € | € | |
| Current | ||
| Trade receivables | 2,674,917 | - |
| Prepayments | 1,900,957 | - |
| Amount due from related parties | 600,669 | - |
| Amount due from subsidiaries | - | 350,979 |
| Other receivables | 12,355 | - |
| 5,188,898 | 350,979 |
| 31 December 2025 | (0‑90 days)€000 | Past due(91‑180 days)€000 | Past due(181+ days)€000 | TOTAL€000 |
| Carrying Amount | 2,426 | 196 | 53 | 2,675 |
| Expected Credit Loss Rate | 0.40% | 1.25% | 100% | |
| Expected Credit Loss | 10 | 2 | 53 | 65 |
| €000s | |
| Loss allowances on receivable acquired in business combination | 354 |
| (Decrease) recognised in profit or loss during the period | (289) |
| Closing loss allowance at 31 December 2025 | 65 |
| Group | Company2025 | |
| 2025 | ||
| € | € | |
| Cash in hand | 178,853 | - |
| Bank balances | 5,372,239 | 3,241,619 |
| Bank Overdraft | (903,045) | - |
| 4,648,047 | 3,241,619 |
| 31 December 2025 | Group | ||||
| 8 May 2025 | Acquired throughbusiness combination | Additions | Lease payments | 31 Decem-ber 2025 | |
| € | € | € | € | € | |
| Lease Liabilities | - | (5,734,168) | (€2,326,128) | 693,589 | (7,366,707) |
57
| Authorised | |
| 50,000,000 Ordinary Shares of €1 each | 50,000,000 |
| Issued and fully paid up | |
| 36,000,000 Ordinary Shares of €1 each | 36,000,000 |
| 2025 | |
| € | |
| Balance on 8 May 2025 | - |
| Premium arising on issue of equity shares | 10,800,000 |
| Balance on 31 December 2025 | 10,800,000 |
58
| ASSETS | Fair Value Recog-nised at Acquisition | |
| € 000s | € 000s | |
| Inventories | 2,105 | |
| Trade and other receivables | 17,431 | |
| Property, plant and equipment | 6,932 | |
| Right of use asset | 5,734 | |
| Cash and cash equivalents | 2,971 | |
| Identifiable intangible assets – franchise rights | 14,992 | |
| Identifiable intangible assets – existing | 292 | |
| 50,457 | ||
| Liabilities | ||
| Trade Payables | (7,598) | |
| Lease liabilities | (5,734) | |
| Current tax liabilities | (710) | |
| Deferred Tax Asset/Liability | (5,339) | |
| (19,381) | ||
| Total identifiable net assets at fair value | 31,076 | |
| Goodwill arising on acquisition | 10,724 | |
| Purchase Consideration Transferred | 41,800 |
| Food Chain Limited€000s | Quintano Foods Limited€000s | Consolidation Adjustments€000s | Total€000s | |
| Revenue | 10,043 | 6,430 | (3,156) | 13,317 |
| Profit before tax | 711 | 677 | 1,388 |
59
60
| Group2025 | |
| € | |
| Current liabilities | |
| Bank overdrafts | 903,045 |
| Group2025 | |
| € | |
| Recognised upon acquisition of subsidiaries | 5,734,168 |
| New Leases | 2,326,128 |
| Interest | 73,201 |
| Payments | (766,790) |
| Closing Balance | 7,366,707 |
| Analysed as: | |
| Non-Current | 6,382,710 |
| Current | 983,997 |
| Group | Company2025 | |
| 2025 | ||
| € | € | |
| Trade payables | 4,030,535 | 22,822 |
| Other payables | 6,937 | - |
| Indirect taxation | 1,032,995 | 42,169 |
| Accruals | 2,263,867 | 94,153 |
| Payroll liability | 13,434 | 13,434 |
| Amount due to related party | 2,332,739 | 387,338 |
| Amount due to subsidiaries | - | 15,535,202 |
| 9,680,507 | 16,095,118 |
61
| Group2025 | Company2025 | |
| € | € | |
| Income from goods and services | ||
| Services to subsidiaries | - | 259,439 |
| Goods to related parties | 15,230 | |
| Recharged expenses payable from related party | 202,743 | - |
| Expenditure for goods and services | ||
| Purchases of goods and services from related party | 333,454 | - |
| Rental expenses from related party | 111,860 | - |
| Computer related expenses | 10,715 | - |
| Recharged expenses payable to related party | 642,529 | 2,321 |
62
| Financial asset | Note | Carrying amount (€) |
| Trade receivables | 13 | 2,674,917 |
| Amounts due from related parties | 13 | 600,669 |
| Cash and cash equivalents | 14 | 5,372,239 |
| Total maximum exposure to credit risk | 8,647,825 |
| Category | Description | Basis for recognising ECL |
| Performing | A low risk of default and no past due amounts. | 12 month ECL |
| Doubtful | Amount is greater than 30 days past due or there has been asignificant increase in credit risk since initial recognition. | Lifetime ECL – not credit impaired |
| In default | Amount is greater than 90 days past due or there is evidenceindicating the asset is credit impaired. | Lifetime ECL – credit impaired |
| Write-off | There is evidence indicating that the debtor is in severe financial difficulty and the Company has no realisticprospect of recovery. | Amount is written off |
63
| Carrying amount | Contractual cash flows | Within 1year | 1 ‑ 5years | More than 5 years | |
| € | € | € | € | ||
| 31 December 2025 | |||||
| Bank Overdrafts | 903,045 | 903,045 | 903,045 | - | - |
| Trade and other payables | 8,647,512 | 8,647,512 | 8,647,512 | - | - |
| Lease liability | 7,366,707 | 9,464,750 | 1,207,492 | 5,090,194 | 3,167,064 |
| 16,917,264 | 19,015,307 | 10,758,049 | 5,090,194 | 3,167,064 |
64
| Group and Company | |||
| Rate% | Nominal value ofshareholding | Number of shares | |
| € | € | € | |
| Farrugia Investments Limited | 26.50 | 9,540,000 | 9,540,000 |
| M.S.M. Investments Limited | 26.50 | 9,540,000 | 9,540,000 |
| Scicluna's Estates Limited | 26.32 | 9,475,200 | 9,475,200 |
| General Public (holdings less than 5% each) | 20.68 | 7,444,800 | 7,444,800 |
| 36,000,000 | 36,000,000 |
| External revenue by operation | 2025 |
| € | |
| Quick Service Restaurants | 10,043,369 |
| Fast-moving consumer goods | 3,273,229 |
| 13,316,598 | |
| External revenue by timing of revenue | |
| Goods transferred at a point in time | 13,316,598 |
| 13,316,598 |
| Quick Service Restaurants | Food & Beverage sales - Direct Sale Customers |
| Fast-moving consumer goods | Food & Beverage goods - Wholesale Customers |
65
| Revenue | Quick-Service restaurants2025 | Fast-moving consumer goods2025 | Adjustments and eliminations 2025 | Consolidated2025 |
| € | € | € | € | |
| External customers | 10,043,369 | 3,273,229 | - | 13,316,598 |
| Inter-segment | - | 3,156,445 | (3,156,445) | - |
| 10,043,369 | 6,429,674 | (3,156,445) | 13,316,598 | |
| Cost of sales | (8,138,936) | (4,938,169) | 3,192,194 | (9,884,911) |
| Selling and Distribution expenses | - | (692,540) | - | (692,540) |
| Administrative expenses | (1,130,302) | (411,029) | (120,693) | (1,662,024) |
| Loss allowance on trade receivables | - | 289,071 | - | 289,071 |
| Finance costs | (73,201) | - | - | (73,201) |
| Finance income | 9,129 | - | - | 9,129 |
| Other income | 957 | - | - | 957 |
| Segment profit | 711,016 | 677,007 | (84,944) | 1,303,079 |
| Total assets | 42,170,093 | 16,315,003 | 13,668,780 | 72,153,876 |
| Total liabilities | 20,278,275 | 5,686,681 | (1,656,115) | 24,308,841 |
| Segment assets | 2025 |
| € | |
| Quick Service Restaurants | 42,170,093 |
| Fast-moving consumer goods | 16,315,003 |
| Total segment assets | 58,485,096 |
| Unallocated assets:- | 13,668,780 |
| Property, plant and equipment | 17,526,656 |
| Intangible Assets | 21,746 |
| Goodwill | 10,724,069 |
| Trade and other receivables | 350,978 |
| Consolidation adjustments and eliminations | (18,196,290) |
| Cash and cash equivalents | 3,241,621 |
| Consolidated total assets | 72,153,876 |
| Segment liabilities | 2025 |
| € | |
| Quick Service Restaurants | 20,278,275 |
| Fast-moving consumer goods | 5,686,681 |
| Total segment liabilities | 25,964,956 |
| Unallocated liabilities:- | (1,656,115) |
| Trade and other payables | 16,095,118 |
| Deferred tax liabilities | 2,250 |
| Current tax liabilities | 13,810 |
| Consolidation adjustments | (17,767,293) |
| Consolidated total liabilities | 24,308,841 |
| Other segment information | Depreciation andamortisation2025 | Additions tonon-current assets2025 |
| € | € | |
| Quick Service Restaurants | 848,826 | 3,558,139 |
| Fast-moving consumer goods | 40,340 | 118,275 |
| 889,166 | 3,676,414 |
66
| 2025 | |
| € | |
| Profit attributable to shareholders | 1,045,035 |
| Weighted average number of ordinary shares | 19,718,487 |
| Basic earnings per share | 0.053 |
| Diluted earnings per share | 0.053 |
| Subsidiary | Country of incorporation | Registered Office | Principal activity | Effective ownership |
| Food Chain Limited (C 753) | Malta | 303, Qormi Road, Marsa | Operation of franchised quick service restaurants operating under the Burger King, KFC and Pizza Hut brands | 100% |
| Quintano Foods Limited(C 33660) | Malta | 303, Qormi Road, Marsa | Importation, marketing and wholesale distribution of food and beverage products | 100% |
Capital and reserves
As at 31 December 2025, the capital and reserves of each subsidiary are as follows:
| Subsidiary | Total Capital & Reserves 31 December 2025 (€) | Total Capital & Reserves January 2025 (€) |
| Quintano Foods Limited | 10,628,322 | 7,979,288 |
| Food Chain Limited | 11,865,408 | 9,918,528 |
Profitability
As at 31 December 2025, the profitability of each subsidiary are as follows:
| Subsidiary | Profit for the Period Feb 25-Dec 25 (€) | Profit for the Period Feb 24 – Jan 25 (€) |
| | (11 months) | (12 months) |
| Quintano Foods Limited | 731,377 | 535,807 |
| Food Chain Limited | 1,946,880 | 1,258,940 |
Further details of the Company’s share capital and reserves are disclosed in Notes 15 and 16 to these financial statements.
67
Shareholder Information
Directors’ interests in the share capital of the company
| Director | Ordinary shares held as at 31 December 2025 | Ordinary shares held as at 31 March 2026 |
| Mr Dominic Borg | 13,840 | 13,840 |
| Mr Michael Farrugia | 6,662 | 6,662 |
Mr Michael Farrugia has a legal, but not beneficial, interest in 12.5% of the shares in Farrugia Holdings Limited (C 16450) whilst Mr Dominic Borg
has a legal and beneficial interest in 8.33% of the shares in Farrugia Holdings Limited. Farrugia Holdings Limited holds all (save for 1) of the
shares in Farrugia Investments Limited (C 25921), which in turn holds 9,538,632 in the Company.
There has been no movement in the above stated shareholdings during the period 31 December 2025 to 31 March 2026.
Shareholders holding 5% or more of the equity share capital as at 31 March 2026
| Shareholders | Number of shares | Percentage holding |
| Farrugia Investments Limited | 9,538,632 | 26.50% |
| M.S.M. Investments Limited | 9,538,632 | 26.50% |
| Sciclunas Estates Limited | 9,475,395 | 26.32% |
Shareholding details
As at 31 March 2026, the Company’s issued share capital was held by the following shareholders:
| Number of Shareholders | |
| Ordinary shares at €1.00 each | 1971 |
The holders of Ordinary shares have equal voting rights.
Number of shareholders as at 31 March 2026
| Number of shareholders | Number of shares | Percentage holding | |
| Ordinary shares of €1.00 each | |||
| Up to 500 shares | 667 | 153,659 | 0.43% |
| 501 – 1,000 | 391 | 286,087 | 0.79% |
| 1,001 – 5,000 | 699 | 1,580,625 | 4.39% |
| More than 5,000 | 214 | 33,979,629 | 94.39% |
| Totals | 1971 | 36,000,000 | 100.00% |
Nadine Magro
Company Secretary
The Brewery, Mdina Road, Zone 2, Central Business District, Birkirkara CBD 2010, Malta
Telephone (+356) 2381 4297
68
Independent
Auditor's Report
to the members of Quinco Holdings p.l.c.
Report on the Audit of the Financial Statements
Opinion
We have audited the individual financial statements of Quinco Holdings p.l.c. (the Company) and the consolidated financial
statements of the Company and its subsidiaries (together, the Group), set out on pages 33 to 80, which comprise the statements
of financial position of the Company and the Group as at 31 December 2025, and the statements of profit or loss, the statements
of comprehensive income, statements of changes in equity and statements of cash flows of the Company and the Group for
the year then ended, and notes to the financial statements, including material accounting policy information.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company and
the Group as at 31 December 2025, and of the Company’s and the Group’s financial performance and cash flows for the year
then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB)
as adopted by the European Union and have been properly prepared in accordance with the requirements of the Maltese
Companies Act (Cap. 386).
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards
are further described in the
Auditor’s Responsibilities for the Audit of the Financial Statements
section of our report. We are
independent of the Company and the Group in accordance with the International Ethics Standards Board for Accountants’
International Code of Ethics for Professional Accountants including International Independence Standards
(IESBA Code), as
applicable to audits of financial statements of public interest entities, together with the
Accountancy Profession (Code of
Ethics for Warrant Holders) Directive
(Maltese Code) that are relevant to our audit of the financial statements of public interest
entities in Malta. We have fulfilled our other ethical responsibilities in accordance with the IESBA Code and the Maltese Code. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. In conducting
our audit, we have remained independent of the Company and the Group and have not provided any of the non-audit services
prohibited by article 18A(1) of the Maltese Accountancy Profession Act (Cap. 281).
Deloitte Audit Ltd.
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Birkirkara CBD 3050,
Malta
Tel: +356 2343 2000, 2134 5000
Fax: +356 2134 4443
info@deloitte.com.mt
www.deloitte.com/mt
Company Ref No: C51312
VAT Reg No: MT2013 6121
Exemption number: EXO2155
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69
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due
to fraud) that we identified. The key audit matter described below was addressed in the context of our audit of the consolidated
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Acquisition accounting for the acquisition of Food Chain Limited and Quintano Foods Limited
On 10 September 2025, the Company acquired a 100% equity interest in Food Chain Limited and Quintano Foods Limited from
Simonds Farsons Cisk plc, the former parent entity. The acquisition was affected as part of the spin-off, and the subsequent
listing of the Company on the Malta Stock Exchange on the 6 October 2025. The acquisition was a significant transaction
for the Group resulting in an increase of Eur41.8M in the Group’s net assets as at acquisition date. The increase included the
recognition of an intangible amounting to Eur15M and resultant goodwill Eur10.7M.
Since the transaction is a common control acquisition, and in the absence of specific guidance of common control acquisitions
in IFRS Accounting Standards, management applied judgement under IAS 8
Accounting Policies, Changes in Accounting
Estimates and Errors
to develop an appropriate accounting policy. Management elected to apply the ‘acquisition method’ of
accounting, identifying the Company as the accounting acquirer and measuring the identifiable assets acquired and liabilities
assumed at their acquisition-date fair values. This is an inherently complex area for the Group which requires a significant
amount of judgment. The fair value of the consideration and the appropriate identification of net assets acquired is significant
to our audit due to the material impact on the group financial statements and also due to the significant judgement involved
in applying accounting principles and assessment of fair values.
Our audit approach included the following:
• Obtaining an understanding of management’s valuation and acquisition accounting process and evaluated the design and
implementation of relevant review controls;
•
Evaluating management’s accounting policy choice for this common control acquisition under the IAS 8 hierarchy, including
consideration of alternative approaches and consistency with relevant IFRS 3 guidance;
•
Reviewing the legal and transaction documentation to understand the structure and economic substance of the transaction;
• With the involvement of our internal valuation specialists:
•
Reviewing and challenging the valuation methodologies applied by the independent valuers and management,
including those relating to identifiable intangible assets and the fair value measurement of the purchase price
consideration; and
•
Assessing the reasonableness of key valuation assumptions, such as discount rates, long-term growth rates and
forecast cash flows, by reference to external market data and the acquirees historical performance where relevant.
• Performing testing on the purchase price allocation in order to ensure that all assets and liabilities acquired in the
business combination were appropriately identified and valued;
• Verifying the recognized amounts in respect of goodwill on the acquisition by re-performing the calculation.
We also assessed the adequacy of disclosures made in the financial statements in relation to the acquisition of the subsidiaries.
The disclosures relating to the acquisition and resulting goodwill are disclosed in Note 2 and Note 17.
Other Information
The directors are responsible for the other information. The other information comprises (i) the Chairman’s statement (ii) the
Directors’ Report, (iii) Statement of Directors’ Responsibilities, (iv) the Remuneration Report required under Rule 12.26K of the
Capital Markets Rules, and (v) the Corporate Governance Report, which we obtained prior to the date of this auditor’s report.
However, the other information does not include the individual and consolidated financial statements, our auditor’s report and
the relevant tagging applied in accordance with the requirements of the European Single Electronic Format, as defined in our
Report on Other Legal and Regulatory Requirements.
Except for our opinions on the Directors’ Report in accordance with the Maltese Companies Act (Cap. 386), and on the Corporate
Governance Statement of Compliance and on the Remuneration Report in accordance with the Capital Markets Rules issued
by the Malta Financial Services Authority, our opinion on the financial statements does not cover the other information and we
do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in
doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained
in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is
a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
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With respect to the Directors’ Report, we also considered whether the Directors’ Report includes the disclosure requirements
of Article 177 of the Companies Act (Cap. 386), and the statement required by Rule 5.62 of the Capital Markets Rules on the
Company’s and the Group’s ability to continue as a going concern.
In accordance with the requirements of sub-article 179(3) of the Maltese Companies Act (Cap. 386) in relation to the Directors’
Report on pages 3 to 9, in our opinion, based on the work undertaken in the course of the audit:
the information given in the Directors’ Report for the financial year for which the financial statements are prepared is consistent
with those financial statements; and
the Directors’ Report has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company, the Group and their environment obtained in the course of
the audit, we have not identified any material misstatements in the Directors’ Report.
Responsibilities of the Directors and the Audit Committee for the Financial Statements
As explained more fully in the Statement of Directors’ responsibilities on page 10, the directors are responsible for the preparation
of financial statements that give a true and fair view in accordance with IFRSs as adopted by the European Union and the
requirements of the Maltese Companies Act (Cap. 386), and for such internal control as they determine is necessary to enable
the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company’s and the Group’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Company and/or the Group or to cease operations, or have no
realistic alternative but to do so.
The directors have delegated the responsibility for overseeing the Company’s and the Group’s financial reporting process to
the Audit Committee.
Auditor’s Responsibilities for the Audit of the Financial Statements
This report, including the opinions set out herein, has been prepared for the Company’s members as a body in accordance with
articles 179, 179A and 179B of the Companies Act (Cap. 386).
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinions in accordance with articles
179, 179A and 179B of the Companies Act (Cap. 386). Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial statements.
In terms of article 179A(4) of the Maltese Companies Act (Cap. 386), the scope of our audit does not include assurance on the
future viability of the Company and the Group or on the efficiency or effectiveness with which the directors have conducted or
will conduct the affairs of the Company and the Group. The financial position of the Company and/or the Group may improve,
deteriorate, or otherwise be subject to change as a consequence of decisions taken, or to be taken, by the management thereof,
or may be impacted by events occurring after the date of this opinion, including, but not limited to, events of force majeure.
As such, our audit report on the Company’s and the Group’s historical financial statements is not intended to facilitate or
enable, nor is it suitable for, reliance by any person, in the creation of any projections or predictions, with respect to the future
financial health and viability of the Company and/or the Group, and cannot therefore be utilised or relied upon for the purpose of
decisions regarding investment in, or otherwise dealing with (including but not limited to the extension of credit), the Company
and/or the Group. Any decision-making in this respect should be formulated on the basis of a
separate analysis, specifically intended to evaluate the prospects of the Company and/or the Group and to identify any facts
or circumstances that may be materially relevant thereto.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout
the audit. We also:
•
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a
basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s and the
Group’s internal control.
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•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the directors.
•
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the Company’s and the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events or conditions may cause the Company and/or the Group to cease to
continue as a going concern. Accordingly, in terms of generally accepted auditing standards, the absence of any reference
to a material uncertainty about the Company’s and/or the Group’s ability to continue as a going concern in our auditor’s
report should not be viewed as a guarantee as to the Company’s and/or the Group’s ability to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether
the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the
entities or business units within the group as a basis for forming an opinion on the consolidated financial statements. We
are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We
remain solely responsible for our audit opinion.
For the avoidance of doubt, any conclusions concerning the adequacy of the capital structure of the Company, including the
formulation of a view as to the manner in which financial risk is distributed between shareholders and/or creditors cannot be
reached on the basis of these financial statements alone and must necessarily be based on a broader analysis supported by
additional information.
We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on
our independence, and where applicable, related safeguards.
From the matters communicated with the Audit Committee, we determine those matters that were of most significance in the
audit of the individual and consolidated financial statements of the current period and are therefore the key audit matters. We
describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
Report on compliance of the Annual Financial Report with the requirements of the European Single Electronic Format
Regulatory Technical Standard as specified in the Commission Delegated Regulation (EU) 2019/815 (the "ESEF RTS”)
Pursuant to Capital Markets Rule 5.55.6 issued by the Malta Financial Services Authority, we have undertaken a reasonable
assurance engagement in accordance with the requirements of the
Accountancy Profession (European Single Electronic Format)
Assurance Directive
issued by the Accountancy Board in terms of the Accountancy Profession Act (Cap. 281), hereinafter referred
to as the “ESEF Directive 6”, on the annual financial report of the Company and the Group for the year ended 31 December
2025, prepared in a single electronic reporting format.
Solely for the purposes of our reasonable assurance report on the compliance of the annual financial report with the requirements
of the ESEF RTS, the “Annual Financial Report” comprises the Directors’ Report, Directors’ responsibilities for the Financial
Statements, the Corporate Governance Statement of Compliance, the annual financial statements, Company Information, and
the Independent auditor’s report, as set out in Capital Markets Rules 5.55.
Responsibilities of the Directors for the Annual Financial Report
The directors are responsible for:
•
the preparation and publication of the Annual Financial Report, including the individual and consolidated financial state-
ments and the relevant tagging requirements therein, as required by Capital Markets Rule 5.56A, in accordance with the
requirements of the ESEF RTS,
• designing, implementing, and maintaining internal controls relevant to the preparation of the Annual Financial Report that
is free from material non-compliance with the requirements of the ESEF RTS, whether due to fraud or error,
and consequently, for ensuring the accurate transfer of the information in the Annual Financial Report into a single electronic
reporting format.
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Auditor’s responsibilities for the Reasonable Assurance Engagement
Our responsibility is to obtain reasonable assurance about whether the Annual Financial Report, including the consolidated
financial statements and the relevant electronic tags therein comply, in all material respects, with the ESEF RTS, based on the
evidence we have obtained. We conducted our reasonable assurance engagement in accordance with the requirements of
ESEF Directive 6.
The nature, timing and extent of procedures we performed, including the assessment of the risks of material non-compliance
with the requirements of the ESEF RTS, whether due to fraud or error, were based on our professional judgement and included:
•
Obtaining an understanding of the Company’s and the Group’s internal controls relevant to the financial reporting process,
including the preparation of the Annual Financial Report, in accordance with the requirements of the ESEF RTS, but not for
the purpose of expressing an assurance opinion on the effectiveness of these controls.
•
Obtaining the Annual Financial Report and performing validations to determine whether the Annual Financial Report has
been prepared in accordance with the requirements of the technical specifications of the ESEF RTS.
•
Examining the information in the Annual Financial Report to determine whether all the required tags therein have been applied
and evaluating the appropriateness, in all material respects, of the use of such tags in accordance with the requirements
of the ESEF RTS.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our reasonable assurance
opinion.
Reasonable Assurance Opinion
In our opinion, the Annual Financial Report for the year ended 31 December 2025 has been prepared, in all material respects,
in accordance with the requirements of the ESEF RTS.
This reasonable assurance opinion only covers the transfer of the information in the Annual Financial Report into a single
electronic reporting format as required by the ESEF RTS, and therefore does not cover the information contained in the Annual
Financial Report.
Report on Corporate Governance Statement of Compliance
Pursuant to Rule 5.94 of the Capital Markets Rules issued by the Malta Financial Services Authority, the directors are required
to include in the Company’s Annual Financial Report a Corporate Governance Statement of Compliance explaining the extent
to which they have adopted the
Code of Principles of Good Corporate Governance
set out in Appendix 5.1 to Chapter 5 of the
Capital Markets Rules, and the effective measures that they have taken to ensure compliance with those principles. The Corporate
Governance Statement of Compliance is to contain at least the information set out in Rule 5.97 of the Capital Markets Rules.
Our responsibility is laid down by Rule 5.98 of the Capital Markets Rules, which requires us to include a report to shareholders
on the Corporate Governance Statement of Compliance in the Company’s Annual Financial Report.
We read the Corporate Governance Statement of Compliance and consider the implications for our report if we become
aware of any information therein that is materially inconsistent with the financial statements or our knowledge obtained in the
audit, or that otherwise appears to be materially misstated. We also review whether the Corporate Governance Statement of
Compliance contains at least the information set out in Rule 5.97 of the Capital Markets Rules.
We are not required to, and we do not, consider whether the directors’ statements on internal control cover all risks and controls,
or form an opinion on the effectiveness of the Company’s corporate governance procedures or its risk and control procedures.
In our opinion, the Corporate Governance Statement of Compliance set out on pages 17 to 28 has been properly prepared in
accordance with the requirements of Rules 5.94 and 5.97 of the Capital Markets Rules.
Report on Remuneration Report
Pursuant to Rule 12.26K of the Capital Markets Rules issued by the Malta Financial Services Authority, the directors are required
to draw up a Remuneration Report, whose contents are to be in line with the requirements listed in Appendix 12.1 to Chapter
12 of the Capital Markets Rules.
Our responsibility is laid down by Rule 12.26N of the Capital Markets Rules, which requires us to check that the information that
needs to be provided in the Remuneration Report, as required in terms of Chapter 12 of the Capital Markets Rules, including
Appendix 12.1, has been included.
In our opinion, the Remuneration Report set out on pages 12 to 16 includes the information that needs to be provided in the
Remuneration Report in terms of the Capital Markets Rules.
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Matters on which we are required to report by exception under the Companies Act
Under the Companies Act (Cap. 386), we have responsibilities to report to you if in our opinion:
• Proper accounting records have not been kept;
• Proper returns adequate for our audit have not been received from branches not visited by us;
• The financial statements are not in agreement with the accounting records and returns; or
•
We have been unable to obtain all the information and explanations which, to the best of our knowledge and belief, are
necessary for the purpose of our audit.
We have nothing to report to you in respect of these responsibilities.
Auditor tenure
We were first appointed by the members of the Company to act as statutory auditor of the Company and the Group on 14
November 2025 for the financial year ended 31 December 2025.. The period of total uninterrupted engagement as statutory
auditor including previous reappointments of the firm is one financial year.
Consistency of the audit report with the additional report to the Audit Committee
Our audit opinion is consistent with the additional report to the Audit Committee in accordance with the provisions of Article
11 of the EU Audit Regulation No. 537/2014.
The audit was drawn up on 24 April 2026 and signed by:
Theresa Ghersci as Director
for and on behalf of
Deloitte Audit Limited
Registered auditor
Central Business District, Birkirkara, Malta
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info@quincoholdings.com
Tel: +356 2381 4111
quincoholdings.com
The Brewery,
Mdina Road Zone 2,
Central Business District,
Birkirkara, CBD 2010, Malta
Quinco Holdings p.l.c.,