ANNUAL FINANCIAL
REPORT 2024/25
FOR THE YEAR ENDED 31 JANUARY 2025
ANNUAL REPORT 2024/25
TRIDENT ESTATES PLC
02—05
CHAIRMAN’S STATEMENT
06
DIRECTORS
07
SENIOR MANAGEMENT AND
BOARD COMMITTEES
08—20
CHIEF EXECUTIVE
OFFICER’S REVIEW
21—72
CONSOLIDATED
FINANCIAL STATEMENTS
22—24
DIRECTORS’ REPORT
25—30
CORPORATE GOVERNANCE
STATEMENT
31—35
REMUNERATION REPORT
36—37
STATEMENTS OF
FINANCIAL POSITION
38
STATEMENTS OF
COMPREHENSIVE INCOME
39
STATEMENTS OF
CHANGES IN EQUITY
40
STATEMENTS OF CASH FLOWS
41—65
NOTES TO THE
CONSOLIDATED FINANCIAL
STATEMENTS
66
SHAREHOLDER INFORMATION
67—72
INDEPENDENT
AUDITOR’S REPORT
CONTENTS
ANNUAL
FINANCIAL
REPORT
2024/25
01
ANNUAL REPORT 2024/25
TRIDENT ESTATES PLC
CHAIRMAN’S
STATEMENT
I am pleased to report to you on the positive financial
results for the year ending 31st January 2025. This period
covers the first year’s trading of Trident Park Ltd as a fully
operational business park. The results achieved confirm
that this ambitious project has been a success story.
Group revenue increased by 31% from
€4,216,000 to €5,520,000. The increase is
largely due to the increase in occupancy at
Trident Park. Occupancy levels reached 86%
at the year end with additional prospective
tenants negotiating new lease agreements. This
is a remarkable achievement given the over-
supply levels of office space at this time.
The Group profit before taxation increased from
€1,295,000 to €4,376,000. This was mainly
due to an increase in operational profit of
€1,500,000 due to the rise in occupancy levels
at Trident Park and the registering of an increase
in the fair value of Trident House, a sizeable
property located in Qormi and currently held as
an ‘investment property for future development’.
Our financial statements show that both
administrative costs and financial costs were
contained and lower than last year.
In fact, when disregarding fair value gains the
profit before tax was €2,376,000, more than
three times that of the previous year (€710,000)
highlighting the strong performance of the
newly established Group.
The income tax charge for the year amounted
to €1,107,000 of which €617,000 is a technical
deferred tax charge that your Board of Directors
considers it unlikely that it will be paid in the
foreseeable future.
Given the Group’s performance and the
prospects of further increases in our profitability,
your board is more than pleased to recommend
the payment of a net dividend of €0.0119 per
share amounting to €500,000 to the Annual
General Meeting for approval.
Regarding the rest of our portfolio, we have
managed to increase our net revenue figures
with several renewals of lease agreements with
new tenants as well as current ones.
Trident House is a sizeable property currently
housing Quintano Foods and Food Chain
operations. The property offers multiple
potential options for development. Currently
management is studying options to determine
the most advantageous to the company.
Your board has deemed it fit to revise the value
of the property upwards by €2,000,000 to
€20,000,000 following multiple offers received
for an outright sale of the asset as well as a
favorable final Court of Appeal decision on a
long-standing court case involving a squatter
who claimed ownership.
“…we have managed to
increase our net revenue
figures with several renewals
of lease agreements
with new tenants as well
as current ones.”
02 ChairmaN’S STaTEmENT
ANNUAL REPORT 2024/25
TRIDENT ESTATES PLC
ChairmaN’S STaTEmENT 03
ANNUAL REPORT 2024/25
TRIDENT ESTATES PLC
04 ChairmaN’S STaTEmENT
ANNUAL REPORT 2024/25
TRIDENT ESTATES PLC
The Group is well positioned to weather the
current storm of an over supplied office market.
Trident Park is offering a unique office campus
that is green in its credentials and aesthetically
pleasing to the eye. In fact, Trident Park has
received widespread acclaim both nationally
and internationally and won a good number of
prestigious accolades listed in our CEO’s report
in this Annual Report. The high standards of
design and environmentally friendly features
have enabled the Group to negotiate above
average rentals as those being obtained in the
newly named ‘Central Business District’ formerly
known as ‘Mriehel’.
There can be no doubt that the conversion of
Farsons old Brewery into the Trident Business
Park has been a catalyst for other developers
as well as the authorities to invest in the district.
In the last 10 years the area has been upgraded
under the management and direction of the
Central Business District Foundation. Further
upgrading is needed as the full potential of the
area has still to be recognized.
Trident Park will ensure that it will continue to
play its part as a team player and work for the
benefit of all stakeholders and the community
at large.
Your board is committed to studying how best
it can continue to increase shareholder value
through judicious investments by applying
sensible strategies which promote good
values and enable your Group to lead through
competitive edge.
I wish to congratulate the management team
led by CEO Mr Charles Xuereb on the results
achieved. They have been able to complete a
€66 million project to the satisfaction of the
board of Directors and showed great flexibility as
managers of the business park.
Long may the venture provide all stakeholders
with a satisfactory return.
Louis A. Farrugia
Chairman
29 May 2025
“Trident Park has received
widespread acclaim both nationally
and internationally and won a good
number of prestigious accolades…”
ChairmaN’S STaTEmENT 05
ANNUAL REPORT 2024/25
TRIDENT ESTATES PLC
BOARD OF DIRECTORS
1. Mr Louis A Farrugia – Chairman
2. Mr Roderick Chalmers
3. Mr Charles Borg
4. Mr Michael Farrugia
5. Mr Alberto Miceli Farrugia
6. Mr Andrea Stagno d’Alcontes
7. Mr Matthew Marshall
8. Mr Neil Psaila
9. Ms Nadine Magro – Company Secretary
06 BOarD OF DirECTOrS
ANNUAL REPORT 2024/25
TRIDENT ESTATES PLC
1
4
7
2
5
8 9
3
6
BOARD OF DIRECTORS
BOARD COMMITTEES
SENIOR MANAGEMENT AND BOARD
COMMITTEES
Trident Team – Senior Management, Operations and Maintenance staff
SENIOR MANAGEMENT
Mr Charles Xuereb – Chief Executive Officer
Mr Andrea Mangion – Chief Financial Officer
aUDiT COmmiTTEE
Mr Roderick Chalmers – Chairman
Mr Charles Borg
Mr Neil Psaila
Mr Alberto Miceli Farrugia
Mr Louis A. Farrugia – | Chairman | Mr Andrea Stagno d’Alcontes |
Mr Roderick Chalmers | from 23 May 2024 | |
Mr Charles Borg | Mr Matthew Marshall | |
Mr Michael Farrugia | Mr Neil Psaila | |
Mr Alberto Miceli Farrugia | Company Secretary | Ms Nadine Magro – |
Prof. Avv. Alberto Stagno d’Alcontes | ||
up to 23 May 2024 |
rELaTED ParTiES
TraNSaCTiON
COmmiTTEE
Mr Charles Borg – Chairman
from 3 May 2024
Mr Alberto Miceli Farrugia
Mr Matthew Marshall
from 3 May 2024
rEmUNEraTiON
aND COrPOraTE
GOVErNaNCE
COmmiTTEE
as from 3 May 2024 incorporating the
Remuneration Committee, the Nomination
Committee, and the Board Performance
Evaluation Committee
Mr Charles Borg – Chairman
Mr Michael Farrugia
Mr Matthew Marshall
Prof. Avv. Alberto Stagno d’Alcontes
up to 23 May 2024
Mr Andrea Stagno d’Alcontes
from 23 May 2024
SENiOr maNaGEmENT aND BOarD COmmiTTEES 07
ANNUAL REPORT 2024/25
TRIDENT ESTATES PLC
CHIEF EXECUTIVE OFFICER’S
REVIEW
This marks my eighth year reporting to you as the Chief Executive
of T rident Estat es plc
Malta Stock Exchange in January 2018. I am pleased to present
satisfactory results for the financial year ended 31 January 2025
(FY2025), highlighted by the execution of contracts on a number of
new tenancies at Trident Park and a full year of occupancy for recent
tenants across a number of other properties owned by the Group.
€0
€1,000,000
€2,000,000
€3,000,000
€4,000,000
€5,000,000
€6,000,000
20252024202320222021
REVENUE
€0
€1,000,000
€2,000,000
€3,000,000
€4,000,000
20252024202320222021
OPERATING PROFITS
€0
€500,000
€1,000,000
€1,500,000
€2,000,000
€2,500,000
20252024202320222021
PROFIT BEFORE TAX AND
FAIR VALUE MOVEMENTS
FiNaNCiaL rESULTS
For the financial year under review, the Group’s
revenues reached €5.5 million, reflecting a notable
increase of 31% compared to the previous year’s
turnover of €4.2 million. This growth can be
attributed to additional rental income streams from
new tenants at Trident Park as well as improved
rental agreements signed for a number of our
other properties.
Operating profits for the year amounted to
€3.7 million (FY2024: €2.2 million). Fair value gains
for the year amounted to €2.0 million arising as a
result of a favourable final Court of Appeal decision
delivered during the year on a long-running
dispute relating to Trident House, as well as an
increasing number of serious parties interested
in acquiring the property. This revaluation gain
compares with a gain of €585,000 reported in the
previous year on a number of other properties,
Profit before taxation at €4.4 million improved
significantly over the previous year total of
€1.3 million. The tax charge for the year amounted
to €1.1 million (FY2024: €243,000). The FY2025
tax charge includes a technical deferred tax
expense of €617,000 which the Board considers
is unlikely to be expended in the foreseeable future.
In view of the satisfactory results for the year
the Board is proposing a final net dividend of
€500,000.
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TriDENT ParK
Throughout the current year, our team has been
pleased to welcome several new tenants to our
community, including distinguished organizations
such as Elit’avia, Lidion Bank, and Starr Insurance.
In addition, we successfully delivered office spaces
for the European Union Agency for Asylum, which
is now a significant tenant of our premium office
facilities.
Our unwavering commitment to operational
excellence remains a priority, as we have diligently
fine-tuned the HVAC systems to ensure optimal
comfort and efficiency. Furthermore, we continue
to provide robust technical support to our
incoming tenants, ensuring a seamless transition
into their new spaces.
Interest in our campus remains robust, with a
steady influx of inquiries from prospective tenants.
This enthusiasm has led to numerous onsite
viewings and comprehensive presentations,
showcasing the exceptional opportunities available
within our property.
We have also been actively engaged in hosting
a wide range of events at the Trident Park
Conference Hall and the Lewis V. Farrugia
boardroom. Numerous tenants utilise our facilities
for their board meetings, particularly appreciating
the use of the carefully restored original Farsons
boardroom. This elegantly appointed space has
been appropriately named in honour of Lewis V.
Farrugia, celebrating his visionary contribution to
post-war Malta. The boardroom offers a distinctive
ambiance complemented by cutting-edge
audiovisual capabilities.
Additionally, several external companies,
organizations and associations have hosted
diverse conferences and events at the Trident
Park Conference Hall, attracting significant
attendances. Our conference hall is equipped
with advanced audiovisual technology, including a
15-squaremeter LED wall, and can accommodate
up to 170 participants, making it an ideal venue for
both small meetings and larger gatherings.
Other facilities at Trident Park include:
Apex Dental
With over 35 years of experience in the dental field,
Dr. Jonathan Mifsud leads the team at Apex Dental
with a commitment to delivering personalised care
to every patient. The clinic is dedicated to exploring
innovative technologies, offering a comprehensive
Apex Dental Clinic
10
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TRIDENT ESTATES PLC
range of services that includes routine check-ups,
Clear Aligners, Implantology, Physiotherapy by
Body Mechanics and various other treatments.
Truxton Fitness
Truxton Fitness is a leading fitness facility that
provides a wide array of services specifically
designed to support individual health and wellness
goals. Its mission is to make fitness accessible
to everyone, irrespective of their starting point.
The facility is thoughtfully constructed to cater
to various fitness levels, fostering a nurturing
community that welcomes all, ranging from
experienced athletes to those embarking on
their fitness journey. With a friendly atmosphere
that promotes personal development and
accomplishment, the dedicated staff, coupled with
an extensive selection of equipment and classes,
is committed to assisting individuals in reaching
their fitness objectives while nurturing a sense of
community. The certified trainers are committed to
offering ongoing support throughout, employing
evidence-based methods to improve physical
performance and overall health.
Sireni Childcare
Sireni Childcare, operated by Vista Coop, prioritises
the holistic development of children, achieved
through effective collaborations with parents and
the community. The operator believes that ongoing
and authentic communication with parents plays a
significant role in shaping education and ensuring
that children are supported in becoming successful
self-learners. Our facilities surpass the established
standards for childcare. Infants are cared for in a
dedicated room, while toddlers up to three years
old enjoy access to fully equipped rooms. The
outdoor area is thoughtfully designed to provide a
variety of learning experiences and opportunities
for sensory-motor development. The current
activities at Sireni Childcare are rooted in the
emergent curriculum concept and align with the
Reggio Emilia approach. The program is focused on
nurturing and enhancing children’s development
in a safe and enjoyable environment. Qualified
early childhood educators inspire children to
believe in their potential and capabilities, fostering
independence and resilience while facilitating
their emotional and social growth. This is achieved
through rich, meaningful learning experiences
tailored to meet each child’s individual needs.
Sireni Childcare
Vecchia NapoliVecchia NapoliTruxton FitnessTruxton Fitness
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awarDS
Trident Park has received widespread acclaim
at numerous prestigious award ceremonies,
achieving recognition both nationally and
internationally. The project has garnered several
accolades, including:
Winner
• Building Awards - International Project of the
Year : Winner (2024);
• The Chicago Athenaeum/The European
Centre: International Architecture Award:
Winner (2024);
• Swiss BLT Built Design Awards - Architectural
Design - Mixed-Use Building: Winner (2024);
• World Architecture Festival Awards - Best Use
of Colour prize: Winner (2024);
• MASP (Malta Architectural and Spatial
Planning) Rehabilitation & Conservation
Award: Winner - The Brewhouse (2023);
• XVII Din l-Art Ħelwa Architectural Heritage
Awards: esteemed Judge Maurice Caruana
Curran Award recognizing its exceptional
quality, historical significance, and community
impact;
• XVII Din l-Art Ħelwa Architectural Heritage
Awards: Prix d’Honneur for the Regeneration
of an Area (2023), emphasizing its role as a
beacon of architectural rejuvenation;
• Architecture Photography Masterprize -
Industrial Exteriors: Winner (2023);
• The Green Apple Environment Award for
Beautiful Buildings: Silver Winner (2023),
for its commitment to environmental
sustainability;
• World Architecture Festival X Award - Future
Projects - Re-Use: Winner (2022), which
further solidifies the project as a pioneer in
adaptive reuse, celebrating its respect for
architectural heritage and sustainability;
Commendation/Special Mention
• International Civic Trust Award: Highly
Commended (2024) - praising its
architectural excellence and the revitalization
of a cultural heritage site in Malta;
• Architizer A+ Award - Commercial Adaptive
Reuse Projects: Special Mention (2024);
• MASP (Malta Architectural and Spatial
Planning) Commercial and Public Buildings
Award: Special Mention - Trident Park (2023);
• Architecture Photography Masterprize
- Industrial Interiors: Honorable Mention
(2023) - highlighting its innovative design
and seamless integration of different
functionalities;
• Architecture MasterPrize - Mixed Use:
Honorable Mention (2023);
Finalist/Shortlisted
• Premju Galizia Heritage Preservation Award:
Finalist (2024);
• World Architecture Festival Awards -
Completed Buildings: Creative Reuse: Shortlist
(2024);
• The PLAN Award - Completed Projects - Office
& Business: Shortlist (2023);
• World Architecture Festival Awards - Future
Projects - Commercial Mixed-Use: Shortlist
(2022);
MASP Awards 2023
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PrOJECT maNaGEmENT
Our engagement with clients and tenants involves
a diverse range of responsibilities, including lease
negotiations, collaboration with suppliers, and
the careful implementation of office finishes. At
the core of our mission is tenant satisfaction. By
gaining a comprehensive understanding of tenant
requirements, we strive to ensure that every facet
of the office environment is in harmony with the
vision and needs of those who occupy it.
Driven by a sharp attention to detail and a
commitment to accuracy, every component of the
office space is thoughtfully designed to surpass
our tenants’ expectations. We are dedicated to
establishing a new benchmark for contemporary
workspaces, where comfort, practicality, and
aesthetic appeal come together in perfect
harmony.
AMENITIES
As noted above, the Trident Park Conference Hall
and the Lewis V. Farrugia Boardroom are becoming
increasingly popular venues, hosting a variety of
activities such as annual general meetings (AGMs),
conferences, events, brainstorming sessions, board
meetings, and a variety of catering functions. We
have received exceptionally positive feedback from
guests who have expressed their satisfaction with
the facilities available at the venue. Attendees have
been thoroughly impressed by the environment,
the high level of service provided by our attentive
staff, and the quality of the food offered. It is
gratifying to see our spaces being recognized
for their excellence, and we are committed to
maintaining this standard as we continue to
welcome diverse gatherings in the future.
THE OFFICE MARKET
The office market in Malta is currently facing
difficulties associated with oversupply as a number
of new properties came on to the market over a
fairly concentrated period of time. This situation
coincided with the rising trend of remote working.
In today’s market environment, potential tenants
seek the flexibility of remote work options. In an
employee-driven market, organizations that do not
provide this flexibility often struggle to recruit and
retain talent.
Notwithstanding these challenges, at the time
of writing occupancy levels at Trident Park have
reached 86% – a tribute to the quality of the
development and the facilities on offer.
GOING FORWARD
As we collaborate with new tenants to occupy their
leased office spaces in the coming months, we will
maintain our commitment to achieving operational
excellence, In the coming year, we will strive to
attract further high quality tenants in our quest to
let the remaining spaces at Trident Park.
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Trident House aerial view
Render of Fortizza by prospective new tenant
OTHER PROPERTIES
FORTIZZA
Sliema Fort Company Limited is a subsidiary of
Trident Estates plc and holds the emphyteutical
rights to the Sliema Fort Point Battery, commonly
known as Il-Fortizza, situated on Tower Road in
Sliema.
Formerly known as Fort Sliema, this structure was
one of four coastal fortifications built between
1872 and 1876 and is classified as a grade 1 listed
building. By 1903, the Fort transitioned from a
coastal battery to a searchlight position, and a high
observation tower was constructed.
In the 1970s, the premises were converted into
a catering establishment and were taken over
by Sliema Fort Company Ltd in 1998. The fort,
primarily constructed from soft Globigerina
limestone, currently exhibits significant salt
deterioration and is in urgent need of professional
restoration.
The Company plans to undertake a restoration
project for the building, representing a significant
investment. We aim to enhance the premises for
the enjoyment of the wider community. Meanwhile,
we are in advanced discussions with a prospective
new tenant who is committed to making a
substantial capital investment in the property.
This, in conjunction with the restoration efforts,
are expected to revitalize the premises as a highly
sought-after destination.
TriDENT hOUSE
The Trident House property located on the
outskirts of Qormi is currently leased to a related
entity, with the tenant anticipated to vacate the
premises in 2026. We are presently exploring
options for the site following the tenant’s departure.
The potential of this site has attracted attention
from various third parties, leading to several
inquiries and expressions of interest. The Board is
currently evaluating these inquiries as part of an
ongoing strategic review.
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BUrGEr KiNG PaCEViLLE
In the final quarter of 2025, we will be closing the
outlet on Wilga Street in Paceville to undertake
essential repairs to the property. It is estimated
that these works will take approximately 6 months
to complete. In the meantime, we are negotiating a
new lease agreement with Food Chain Limited that
would come into effect following the completion of
the necessary repairs.
FUTUrE DEVELOPmENT
Following the successful completion of Trident
Park, which has achieved an impressive occupancy
rate of 86%, our shareholders and financial
intermediaries are understandably inquiring about
the next project for Trident Estates.
As mentioned in my report, we have been
actively engaged in welcoming tenants and
refining our operations to achieve excellence.
Additionally, we have addressed various
issues across our portfolio of other properties,
including plans for the Burger King outlet in
Paceville, the Fortizza, and Trident House.
Acknowledging the opportunities for growth, we
are presently in an initial study phase to investigate
potential developments, for which we have brought
on board advisors. An important question arises
regarding the type of project that would be suitable
at this moment, considering the current and
anticipated market conditions. This study remains
in its preliminary phase, and any future projects
or development plans will require independent
consideration by the Board and Shareholders.
In the interim, the concept design phase will be
succeeded by comprehensive feasibility studies
and assessments that will, among other things, aim
to ascertain estimated costs, funding needs, and
expected returns.
The upcoming year is certainly poised to be a busy
one!
CONCLUSION
To summarize, our performance over the past
year has met our expectations and highlighted our
team’s resilience and steadfast commitment to
excellence. And we are delighted that the Board,
following many years of heavy capital expenditure,
feels able, for the first time, to declare a modest
dividend. While we celebrate our achievements, we
are acutely aware that the road ahead necessitates
resilience and an ability to adapt and grow.
Consequently, we are engaged in an ongoing and
thorough strategic review to ensure success in
what is a dynamic market environment. We are
excited about the opportunity to shape a future
that not only meets but surpasses our collective
aspirations.
I would like to express my heartfelt gratitude to
everyone who has played a role in the success
of Trident Park – including the executive team,
our consultants, contractors, and suppliers – too
numerous to mention individually. I am also
thankful to the Chairman and the Board of
Directors; it is an honour to be entrusted with
this responsibility. A special thanks goes to our
Chairman for his insightful guidance and vision,
as well as to my dedicated team. Their steadfast
support, expertise, and hard work have been
crucial in establishing Trident Estates as Malta’s
leading real estate group of companies.
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20 ChiEF ExECUTiVE OFFiCEr’S rEViEw
CONSOLIDATED
FINANCIAL
STATEMENTS
2024/25
22—24
DIRECTORS’ REPORT
25—30
CORPORATE GOVERNANCE
STATEMENT
31—35
REMUNERATION REPORT
36—37
STATEMENTS OF
FINANCIAL POSITION
38
STATEMENT OF
COMPREHENSIVE INCOME
39
STATEMENTS OF
CHANGES IN EQUITY
40
STATEMENTS OF CASH FLOWS
41—65
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
66
SHAREHOLDER INFORMATION
67—72
INDEPENDENT
AUDITOR’S REPORT
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
21
DIRECTORS’ REPORT
The Board of Directors is pleased to present their report and the Group’s audited
consolidated financial statements for the year ended 31 January 2025 (FY 2025).
rEViEw OF ThE BUSiNESS
Trading performance
The Group’s revenue rose significantly by 31% to €5,520,000
from €4,216,000 in 2024. This increase is mainly due to higher
occupancy at Trident Park. Additionally, some leases within the
Group were terminated during the year and replaced with more
favourable rates and for a longer duration.
The increased occupancy at Trident Park allowed the Group to
recoup a greater proportion of the common area costs, thus
reducing direct costs to €635,000 (2024: €758,000). The Group’s
operating and administrative costs also decreased to €1,270,000
(2024: €1,308,000) as a result of a lower impairment charge on
receivables. The combination of increased revenue and contained
costs resulted in an operating profit of €3,706,000, a 68% increase
over the prior year (2024: €2,206,000).
The Group’s finance costs decreased to €1,330,000 (2024:
€1,496,000) whilst borrowings increased marginally to €28.3
million (2024: €27.6 million). The decrease in borrowing costs
resulted from lower interest rates on existing bank facilities over
the second half of FY2024. The Group also registered a fair value
gain of €2 million in FY2025 on the Trident House property (2024:
€585,000 on other properties).
The Group’s profit before tax increased to €4,376,000 (2024:
€1,295,000) in part due to the fair value gains. When disregarding
fair value gains, the profit before tax of €2,376,000 (2024;
€710,000 excluding fair value gains) marks a substantial
improvement of more than 3 times that of the prior year,
highlighting the Group’s strong performance for the year. The
income tax charge for the year amounted to €1,107,000 (2024:
€243,000) of which €617,000 is a technical deferred tax charge
that the Board considers is unlikely to be expended in the
foreseeable future. The total comprehensive income for the year
amounted to €3,269,000, or €1,469,000 excluding fair value gains
(2024: €1,052,000, or €526,000 excluding fair value gains).
Shareholder’s equity as at the year-end amounted to €64 million
(2024: €60.8 million). The Group continued to draw down modestly
on available bank facilities, resulting in bank borrowings increasing
to €28.3 million (2024: €27.6 million) in order to fund retentions
and other works on the Trident Park development.
As at year end, the Group had available undrawn bank facilities
totalling €1.9 million (2024: €4 million) which will be used to cover
any works on the Trident Park project, as well as funding the general
working capital requirements of the Group.
Investments and property interests
Trident Park
As at the financial year end, Trident Park’s physical occupancy
reached 83%, with 86% contracted as at the time of this Annual
Financial Report being issued. The Board and Management are
pleased to have reached this occupancy level given the continuing
levels of over-supply in the office market sector at this time as a
result of a substantial amount of new stock coming on the market.
It is noteworthy that the Group managed to reach this occupancy
level without compromising its rental rates. The revenue of Trident
Park for the year amounted to €4 million, a significant portion of
the Group’s €5.5 million total revenue.
Trident House
Trident House is the second largest asset in the Group’s portfolio
by value and size. The property offers multiple potential options,
including sale or redevelopment, each with distinct financing
requirements and opportunities to enhance shareholder returns. The
Board has commissioned an independent review of the property’s
development potential and has also received several ongoing
market inquiries. Currently, Management is evaluating all options to
determine the most strategically advantageous use of this property.
The Board has also deemed it fit to revise the value of the Trident
House property upwards by €2 million to €20 million following offers
received for an outright sale of the asset, as well as a favourable final
Court of Appeal decision on a long-standing court case involving a
squatter who claimed ownership of an area of the property.
Fortizza (Sliema Point Battery)
The Sliema Point Battery is an artillery battery constructed by the
British in the 1870s along the Sliema waterfront. The property is
leased to the Group on a temporary emphyteusis with 38 years
remaining. The premises are sublet to a restaurant operator, with
the lease being extended for a short term on an interim basis.
Management is currently in the process of concluding a lease with
a new tenant that will be introducing a new concept to the property.
An application by the Group has been lodged with the Planning
Authority for the restoration of the façade, which is estimated to
incur a capital cost of around €1.2 million. Management is exploring
different means of financing this investment. An additional
application has been submitted to the Planning Authority by the
prospective tenant for the refurbishment, finishing and furnishing
of the interior - a total refit that will involve a significant capital
spend on the part of the tenant.
22 DirECTOrS’ rEPOrT
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
OUTLOOK FOr FiNaNCiaL YEar
ENDiNG 31 JaNUarY 2026
The commercial real estate market in Malta, particularly for office
space, continues to be over-supplied and landlords and developers
are reducing their rates in an attempt to attract or retain tenants.
This has resulted from an increase in stock of commercial space
coming on the market following the completion of several large
scale projects over a relatively concentrated period of time. This
coincided with a change in employment practices as an increasing
number of employers embraced the work from home culture.
Fortunately, the Group has been well-positioned to weather these
challenges having developed a unique office campus that is green
and of a high standard. Increasingly, discerning tenants are looking
for buildings that have high green credentials to align with their
Environment, Social & Governance (ESG) requirements. With the
Trident Park development the Group has capitalised on this trend,
as evidenced by its high occupancy during a time when supply of
commercial space, even in the Central Business District, exceeds
the demand. Trident Park has in fact contributed significantly to
the upgrading of the Central Business District and has long been
a strong supporter of the area’s infrastructural enhancement.
The location still has some way to go to realise its ambition as the
premier Business District of Malta, although commendable strides
have been made in recent years, with Trident Park becoming a
landmark building within the area.
The above factors will shape the Group’s strategy going forward,
as Management seeks to identify and evaluate potential future
investment opportunities and to build on the Group’s success. The
Group is currently in a strong financial position and is performing
well, and the Board remains optimistic about the Group’s
performance over the coming financial year as it works on potential
projects as part of an ongoing strategic review.
FiNaNCiaL riSK maNaGEmENT
The Group’s and Company’s activities expose it to a variety of
financial risks, including market risk (such as fair value interest rate
risk and cash flow interest rate risk), credit risk and liquidity risk.
Refer to Note 2 in these financial statements.
PrOPErTY VaLUE riSK aND ExPOSUrE
TO GENEraL marKET CONDiTiONS
Property values, including the health of the commercial property
rental market, are affected by changing demand, changes in
general economic conditions, changing supply within a particular
area of competing space and attractiveness of real estate relative
to other investment choices. Other factors such as changes in
planning and tax laws, and interest and inflation rate fluctuations
would also have an impact on capital values and income streams
of properties. The Company monitors all these factors, and seeks
advice accordingly, as it manages its property portfolio.
DiViDENDS aND rESErVES
The statements of comprehensive income are set out on page 38.
The Board of Directors did not declare an interim dividend
during the financial year just ended (2024: nil). The Board will
be proposing the payment of a final net dividend amounting to
€500,000, equivalent to €0.0119 per share, at the upcoming Annual
General meeting. Subject to AGM approval, the dividend will be paid
to shareholders on the 26 June 2025.
Retained earnings carried forward at the reporting date amounted
to €7.4 million (2024: €5.9 million) for the Group and €5.6 million
(2024: €5.3 million) for the Company.
DirECTOrS
The Directors who held office during the year were:
Louis A. Farrugia – Chairman
Alberto Miceli Farrugia
Prof Avv. Alberto Stagno d’Alcontres (up to 23 May 2024)
Charles Borg
Michael Farrugia
Roderick Chalmers
Andrea Stagno d’Alcontres (from 23 May 2024)
Matthew Marshall
Neil Psaila
STaTEmENT OF DirECTOrS’ rESPONSiBiLiTiES
FOr ThE FiNaNCiaL STaTEmENTS
The Directors are required by the Maltese Companies Act, 1995 to
prepare financial statements which give a true and fair view of the
state of affairs of the Group and the parent Company as at the end
of each reporting period and of the profit or loss for that period.
In preparing the financial statements, the Directors are responsible for:
Statement of Directors’ responsibilities for the financial statements
• ensuring that the financial statements have been drawn up in
accordance with International Financial Reporting Standards as
adopted by the EU;
• selecting and applying appropriate accounting policies;
• making accounting estimates that are reasonable in the
circumstances;
• ensuring that the financial statements are prepared on the
going concern basis unless it is inappropriate to presume that
the Group and the parent Company will continue in business as
a going concern.
The Directors are also responsible for designing, implementing and
maintaining internal control as necessary to enable the preparation
of financial statements that are free from material misstatement,
whether due to fraud or error, and that comply with the Maltese
Companies Act, 1995. They are also responsible for safeguarding
the assets of the Group and the parent Company and hence for
DirECTOrS’ rEPOrT 23
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
taking reasonable steps for the prevention and detection of fraud
and other irregularities.
The financial statements of Trident Estates plc for the year ended
31 January 2025 are included in the Annual Report 2024/25,
which is published on the Malta Stock Exchange website and on
the Company’s 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’s
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.
The Directors confirm that, to the best of their knowledge:
• the financial statements give a true and fair view of the financial
position of the Group and the parent Company as at 31 January
2025, and of the financial performance and the cash flows for
the year then ended in accordance with International Financial
Reporting Standards as adopted by the EU; and
• the Annual 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.
SharEhOLDEr rEGiSTEr iNFOrmaTiON
PUrSUaNT TO CaPiTaL marKETS rULE 5.64
Share capital information of the Company is disclosed in Note 10 of
the financial statements on page 56.
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 this Annual Report.
Every shareholder owning twelve (12%) of the ordinary issued share
capital of the Company or more shall be entitled to appoint one
director for each and every twelve per cent (12%) of the ordinary
share capital owned by such shareholder and such shareholder
may remove, withdraw or replace such director at any time. Any
appointment, removal, withdrawal or replacement of a director to
or from the Board shall take effect upon receipt by the Board or
the Company secretary of a notice in writing to that effect from the
shareholder owning twelve per cent (12%) of the ordinary issued
share capital of the Company or more. Any remaining fractions will
be disregarded in the appointment of the said directors but may
be used in the election of further directors at an Annual General
Meeting. The Chairman is appointed by the directors from amongst
the directors appointed or elected to the Board.
The rules governing the appointment, election or removal of
directors are contained in the Company’s Articles of Association,
Articles 93 to 101. An extraordinary resolution approved by the
shareholders in the general meeting is required to amend the
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 or hold any
of its shares.
The Company does not have a Collective Agreement regulating
redundancies, early retirement, resignation or termination of
employment 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 January 2025, the Company is
not party to any significant agreement pursuant to Listing Rules
5.64.10.
Furthermore, the Board declares that the information required
under Listing Rules 5.64.5 and 5.64.7 is not applicable to the
Company.
aUDiTOrS
The auditors, PricewaterhouseCoopers, have indicated their
willingness to continue in office, and a resolution for their re-
appointment will be proposed at the Annual General Meeting.
Signed on behalf of the Board of Directors on 29 May 2025 by
Louis A. Farrugia (Chairman) and Roderick Chalmers (Director) as per
the Directors’ Declaration on ESEF Annual Financial Report submitted
in conjunction with the Annual Financial Report.
Registered address:
Nadine Magro
Company Secretary
29 May 2025
24 DirECTOrS’ rEPOrT
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
CORPORATE GOVERNANCE STATEMENT
a. iNTrODUCTiON
This statement is being made by Trident Estates plc (“TE”)
pursuant to Capital Markets Rules and sets out the measures
taken to ensure compliance with the Code of Principles of Good
Corporate Governance (the Code) contained in Appendix 5.1 to
Chapter 5 of the said rules. In terms of Listing Rule 5.94, TE is
obliged to prepare a report explaining how it has complied with the
Code.
TE acknowledges that the Code does not prescribe mandatory
rules but recommends principles so as to provide proper incentives
for the Board and TE’s management to pursue objectives that are
in the interests of the Company and its shareholders.
TE adheres to generally accepted standards of good corporate
governance encompassing the requirements for transparency,
proper accountability, and the fair treatment of shareholders. The
Board has therefore endorsed the Code of principles and adopted
it. As demonstrated by the information set out in this statement,
together with the information contained in the Remuneration
Report, TE believes that it has, save as indicated in the section
entitled Non-compliance with the Code, applied the principles in
compliance 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.
B. COmPLiaNCE wiTh ThE CODE
Principle 1: The Board
The Board’s role and responsibility is to provide the necessary
leadership, to set strategy and to exercise good oversight and
stewardship. In terms of the Memorandum of Association of TE, the
affairs of the Company are managed and administered by a board
composed of eight directors.
The Board is in regular contact with the Chief Executive Officer
through the Chairman in order to ensure that the Board is in
receipt of timely and appropriate information in relation to the
business of TE and management performance. This enables
the Board to contribute effectively to the decision-making
process, whilst at the same time exercising prudent and effective
controls. Directors are provided prior to each meeting with the
necessary information and explanatory data as may be required
by the particular item on the agenda. Comprehensive financial
statements are also provided as necessary. The Company uses
the services of 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
shareholders and other stakeholders, attend regular Board
Meetings and allocate sufficient time to perform their duties. The
Board ensures integrity of transparency, operational controls and
compliance with the relevant laws.
The Board delegates specific responsibilities to a number of
committees, notably the Related Party Transactions Committee,
the Audit Committee, and the Remuneration and Corporate
Governance Committee. Further detail in relation to the
committees and the responsibilities of the Board is found in
Principles 4 and 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 had been
fundamental in creating the corporate culture of the Company,
setting the right tone at the top.
Principle 2: Chairman and Chief Executive
Officer
The Memorandum and Articles of Association of TE 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 role of the Chief Executive Officer is to ensure effective
overall management and control of Group business and proper
co-ordination of the activities undertaken by the Group, and is
responsible:
1. for the formulation and implementation of policies and strategy
as approved by the Board;
2. to achieve the objectives of the Group as determined by the
Board;
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 sustainable, economical 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 Chief Executive Officer reports regularly to the Board on the
business and affairs of the Group and the commercial, economic
and other challenges facing it. He is 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.
COrPOraTE GOVErNaNCE STaTEmENT 25
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
The Chairman also chairs Executive Committee Meetings, during
which operational issues are discussed.
The above arrangements provide sufficient delegation of powers
to achieve effective management. The organisational structure
ensures that decision making powers are spread wide 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 actually has unfettered powers of decision.
Principle 3: Composition of the Board
Each member of the Board offers core skills and experience that
are relevant to the successful operation of the Company. Whilst
relevance of skills is key, a balance between skills represented
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 Board is composed of a Chairman, and seven other Non-
Executive Directors.
EXECUTIVE DIRECTORS
Mr Louis A. Farrugia – Chairman
NON-EXECUTIVE DIRECTORS
Mr Neil Psaila
Mr Charles Borg
Mr Roderick Chalmers
Mr Michael Farrugia
Mr Alberto Miceli Farrugia
Mr Matthew Marshall
Prof Avv. Alberto Stagno d’Alcontres – up to 23rd May 2024
Mr Andrea Stagno d’Alcontres – from 23rd May 2024
The Chief Executive 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 (who are
the original promoters of the Company) 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 and the commonality of
Directors with Simonds Farsons Cisk plc (“SFC”) with which the
Company maintains contractual relationships, represent potential
conflicts of interest.
This notwithstanding, 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:
i. 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;
ii. Related Party Transaction Committee: with regards to any
transactions which may be determined to be related party
transactions, such transactions are referred to and dealt by
the Related Party Transaction Committee (the “Committee”).
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. Furthermore, due to the fact that the most frequent
matters on which a related party transaction may arise would be
in relation to a transaction with SFC, the Committee is made up
of Directors who are different members from the boards of SFC
and the Company respectively;
iii. Continuing Conflict: 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 and should this not be possible, said Director is
encouraged to consider resigning
iv. Separation of Family Interests: there are no ties or relationships
between management and the Directors
Principles 4 and 5: The Responsibilities of the
Board and Board Meetings
The Board meets regularly every month apart from other occasions
as may be needed. 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: ........................................................................................................12
Members Attended
Mr. Louis A. Farrugia – Chairman .....................................................................12
(1 of which attended by an alternate director Mr Benjamin Borg)
26
COrPOraTE GOVErNaNCE STaTEmENT
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
Mr Neil Psaila ......................................................................................................... 12
Mr Charles Borg .................................................................................................... 12
Mr Roderick Chalmers ........................................................................................10
(1 of which attended by an alternate director Mr Charles Borg)
Mr Michael Farrugia .............................................................................................12
(1 of which attended by an alternate director Mr Benjamin Borg)
Mr Alberto Miceli Farrugia ..................................................................................11
Mr Matthew Marshall ............................................................................................11
Prof Avv. Alberto Stagno d’Alcontres
(until 23rd May 2024) ....... 3 out of 4
Mr Andrea Stagno d’Alcontres
(from 23rd May 2024) ................... 8 out of 8
The Board, in fulfilling its 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 the business plan and targets that are
submitted by management, and working with management in
the implementation of the business plan;
• identifying the principal business risks for the Group and
overseeing the implementation and monitoring of appropriate
risk management systems;
• ensuring that effective internal control and management
information systems for the Group are in place;
• assessing the performance of the Group’s executive officers,
including monitoring the establishment of appropriate systems
for succession planning, and for approving the compensation
levels of such executive officers; 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
business 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 using key
performance indicators. To assist it in fulfilling its obligations, the
Board has delegated responsibility to the Chief Executive Officer.
Principle 6: Information and Professional
Development
The Chief Executive Officer is appointed by the Board and enjoys
the full confidence of the Board. The Chief Executive Officer,
although responsible for the recruitment and selection of senior
management, consults with the Board on the appointment of, and
on a succession plan for, senior management.
Training (both internal and external) of management and
employees is a priority, coordinated through the office of the Chief
Executive Officer. On joining the Board, a director is provided with
briefings by the Chairman and the Chief Executive Officer 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 management
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 the Board committees.
The Company provides the necessary resources for developing and
updating its directors’ knowledge and capabilities. The Company
Secretary is 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 responsibility of the
Remuneration and Corporate Governance Committee which is
chaired by a Non-Executive Director.
Periodic evaluations of Board Performance are conducted through
a Board Effectiveness Questionnaire prepared by the Company
Secretary in liaison with the Chairman of the Committee. The
Company Secretary discusses the results with the Chairman of
the Committee who then presents the same to the Board together
with initiatives undertaken to improve the Board’s performance
and effectiveness. The latest review has not resulted in any
material changes in the Company’s internal organisation or in its
governance structures. 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 provided in the Annual Report, but as stated earlier, each of
the three major shareholders and the public shareholders are
represented as far as possible.
The Audit Committee’s primary objective is to protect the
interests of the Company’s shareholders and assist the directors in
conducting 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.
COrPOraTE GOVErNaNCE STaTEmENT 27
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
The Audit Committee is composed of four members – Mr Roderick
Chalmers (Chairman), Mr Neil Psaila, Mr Alberto Miceli Farrugia and
Mr Charles Borg – all being Non-Executive Directors. All directors
on the Audit Committee are independent 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 Roderick Chalmers and Mr Neil Psaila are professionally
qualified accountants with competence in matters relating to
accounting and auditing. 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 Listing Rule 5.118. The Audit Committee oversees the
conduct of the external audits and acts to facilitate communication
between the Board, Management, and the external auditors.
The external auditors are invited to attend specific meetings of
the Audit Committee and are also entitled to convene a meeting
of the Committee if they consider that it is necessary so to do. The
Chairman, the Chief Executive Officer and the Financial Controller
are also invited to attend Audit Committee meetings. Members
of management may be asked to attend specific meetings at the
discretion of the Audit Committee.
During the year ended 31 January 2025, the Audit Committee held
four meetings.
The Related Party Transactions Committee is presided over
by Non-Executive Director Mr Charles Borg and deals with and
reports to the Board on all transactions with related parties. In
the case of any director who is a related party with respect to
a particular transaction, such director does not participate in
the Committee’s deliberation and decision on the transaction
concerned. Notwithstanding the foregoing, such Director shall not
be precluded from attending the meeting at which the matter is
considered.
In view that the most frequent matters on which a related party
transaction may arise would be in relation to a transaction with
SFC, and that the Board of Directors of Trident Estates plc and that
of SFC have a number of common Directors, the Board of Directors
and the respective Related Party Transaction Committees in the
first instance delegate the day-to-day negotiations between
the two companies to the respective CEOs. The CEOs are fully
independent, act in the best interest of their respective company
and have no conflict of interest to impair their judgement. The
CEO’s then report to the respective Related Party Transaction
Committees.
The Remuneration Committee and Corporate Governance
Committee (RCGC) is chaired by Non-Executive Director
Mr Charles Borg and is entrusted with leading the process
for evaluating the nomination of new directors and making
recommendations to the Board. The Committee is also responsible
for monitoring and reviewing the best corporate governance
practices and reporting thereon to the Board, including on the
annual review of the evaluation of Board Performance. From time-
to-time important matters relating to corporate governance are
elevated to and dealt with at full meetings of the Board at which
all Directors participate. Furthermore, the RCGC is responsible
for drawing up and proposing the Remuneration Policy to the
Company’s Board of Directors for its consideration and approval.
The Committee reviews and recommends all remuneration
packages (both fixed and discretionary) relating to Executive
Directors, Non-Executive Directors, and Senior Management. The
recommendations of the Remuneration and Corporate Governance
Committee in this regard are submitted to the full Board for
final approval. Individual Directors recuse themselves from any
participation as appropriate.
Principles 9 and 10: Relations with Shareholders
and with the Market, and Institutional
Shareholders
Every shareholder owning twelve percent (12%) of the ordinary
issued share capital or more, is entitled to appoint and replace a
director for each and every twelve (12%) 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
26 to the financial statements, normally each appoint two directors
for a total of six, the remaining two directors then being elected by
the general public shareholders. 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 this Annual Report.
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 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 appreciate the significance of participation
in the general meetings of the Company and particularly in the
election of directors. 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 Chief Executive Officer 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 and
the Remuneration and Corporate Governance Committees to be
available to answer questions, if necessary.
28 COrPOraTE GOVErNaNCE STaTEmENT
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
Apart from the AGM, TE communicates with its shareholders
by way of the Annual Report and Financial Statements, by
publishing its results on an annual basis. The Company’s website
(www.tridentestatesplc.com) also contains information about
the Company and its business, including an Investor Relations
section. In addition, the Company holds a meeting for stockbrokers
and financial intermediaries once a year to coincide with the
publication of its financial statements.
The Company Secretary maintains two-way communication
between the Company and its investors. 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, 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.
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. The latter
may arise on specific matters. In such instances:
• 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 deliberation 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 Regulations.
The directors’ interests in the share capital of the Company as
at 31 January 2025 and as at 30 April 2025 are disclosed in the
Shareholder Information.
Principle 12: Corporate Social Responsibility
The principal objective of the Company’s commitment to Corporate
Social Responsibility (CSR) is to provide support where possible
in aspects that include social, occupational, financial, cultural and
historical values.
C. 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 and
particularly the executive component thereof, for which the
Chairman should hold key responsibility”.
In the context of the appointment of directors being a matter
reserved exclusively to TE’s shareholders (except where the need
arises to fill a casual vacancy) as explained under Principle 3 of
this Report, and on the basis of the Directors’ non-executive role,
the Company does not consider it feasible to have in place such a
succession policy. However, the recommendation to have in place
such a policy is kept under review. An active succession policy is
however in place for senior executive positions in the Company
including that of the Chief Executive Officer.
D. iNTErNaL CONTrOL aND riSK
maNaGEmENT 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 a
majority or all Board members of TE and general and common
issues are discussed across the board.
Control Environment:
TE 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:
Senior management is responsible together with the Board of
Directors, for the identification, evaluation, control and reporting of
major risks applicable to the 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.
COrPOraTE GOVErNaNCE STaTEmENT 29
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
Measures taken include physical controls, segregation of duties and
reviews by management.
On a monthly basis the Board receives a comprehensive analysis of
financial and business performance, including reports comparing
actual performance with budgets as well as analysis of any variances.
E. GENEraL mEETiNGS
The manner in which the general meeting is conducted is outlined
in Articles 50 to 79 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, to elect the directors and appoint the auditors.
Prior to the commencement 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 worldwide web (www.tridentestatesplc.com) contains an
investor relations 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 from time-to-time on the business activities of the Group.
All shareholders in the Shareholders’ Register on the Record
Date as defined in the Capital Markets Rules, have the right to
attend, participate and vote at 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.
F. CODE OF CONDUCT
The Code of Conduct for TE employees was introduced in 2020.
The basic principles of the Company are a legacy of SFC and the
code reflects the same values of Success, Teamwork, Respect,
Integrity, Dynamism and Excellence which are abbreviated by the
acronym S.T.R.I.D.E.
TE’s reputation depends on how each of its employees conduct
themselves both individually and collectively as a company.
Therefore, the Code of Conduct is intended to serve as general
guidance for all employees who are expected to “do the right
thing” and to ensure the highest standards of integrity, mutual
respect and cordiality contributing to an ethical and professional
environment.
The Code of Conduct makes it clear that the Board condemns
any form of bribery and corruption, improper payments as well
as money-laundering and has a zero-tolerance attitude to fraud
malpractice and wrongdoing, and a commitment to ethics and best
practice.
TE employees have a responsibility to voice their concerns when
they suspect/know that their superiors/colleagues are involved
in something improper, unethical, or inappropriate or have
potentially infringed the Code of Conduct. The Speak-Up policy was
established to ensure that all cases of suspected wrongdoing are
reported and managed in a timely and appropriate manner.
Signed by Louis A. Farrugia (Chairman) and Charles Borg
(Remuneration and Corporate Governance Committee Chairman) on
behalf of the Board on 29 May 2025.
30 COrPOraTE GOVErNaNCE STaTEmENT
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
REMUNERATION REPORT
1. TErmS OF rEFErENCE aND mEmBErShiP
The Remuneration and Corporate Governance Committee (RCGC)
is composed of three independent non-executive Directors. During
the financial year ended 31 January 2025 (FY 2025), the RCGC
was composed of Mr Charles Borg (Chairman), Mr Michael Farrugia,
Mr Matthew Marshall and Prof. Avv. Alberto Stagno d’Alcontres.
Mr Andrea Stagno d’Alcontres replaced Prof. Avv. Alberto Stagno
d’Alcontres on the 23 May 2024. The Committee met four times
during the year with all members in attendance. The Chairman
and Mr Matthew Marshall attended all Meetings whilst Mr Michael
Farrugia attended 2 meetings.
Prof. Avv. Alberto Stagno d’Alcontres was present for one meeting
whilst the rest were attended by Mr Andrea Stagno d’Alcontres.
In terms of the Remuneration Policy of the Group, the RCGC
is responsible for reviewing and approving all remuneration
packages of Executive Directors, Non-Executive Directors and
Senior Management. The Remuneration Policy was approved
by Shareholders at the 24th Annual General Meeting held
on 26 June 2024 and can be found on the Group’s website
www.tridentestatesplc.com. Any material amendment 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.
As provided in the Remuneration Policy, the recommendations
of the RCGC are submitted to the Board for consideration and
final approval. Individual Directors recuse themselves from
any participation in Board discussions concerning their own
remuneration as appropriate.
2. rEmUNEraTiON STraTEGY aND POLiCY
The strategy of the Trident Group is founded on developing and
managing quality property assets that create value to tenants and
provide a fair return to shareholders so as to ensure long-term
investment and profitable growth. It is believed that it is through
the implementation and observance of the above principles that the
Group will accomplish the vision of growing its business within the
local real estate sector.
The Trident Group has a small number of employees and a compact
management team. Notwithstanding the limited number of
personnel, in order to achieve the above strategic outcomes, it is
necessary that the Group attracts, retains and motivates the best
available talent at all levels – from the most recently recruited trainee
to members of the Board of Directors.
In order to be successful in this endeavour of attracting, retaining
and motivating best in class talent, it is essential that the Group’s
Remuneration Policy provides market-competitive salaries and
related benefits by reference to those provided by other entities
operating in the same market sector, and further enhanced by the
individual’s performance and unique capabilities.
The above principles apply equally to Remuneration Policy insofar
as Directors are concerned. However, there is a need to distinguish
between Executive and Non-Executive Directors, and further details
are provided below.
3. rEmUNEraTiON POLiCY –
ExECUTiVE DirECTOrS
Executive Directors are members of the Board who also have an
executive role in the day-to-day management of the Company
and the Group. For the purposes of this Remuneration Report and
pursuant to Capital Markets Rule 12.2A, the Chief Executive Officer is
considered to be an Executive Director of the Company.
Insofar as Executive Directors are concerned, remuneration is made
up of the following components:
(a) Fixed Pay - Fixed or Base salary (including statutory bonus) -
established by reference to the role, skills and experience of the
individual concerned and appropriate market comparatives.
(b) Variable Pay – which is made up of two components as follows:
i. Performance bonus – a variable component established by
reference to the attainment or otherwise of pre-established
quantitative targets.
ii. Discretionary bonus – also a variable component, established
by reference to the evaluation of qualitative goals which are
reviewed from time to time.
Where applicable, the variable components to the remuneration
awarded to Executive Directors are 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. Typically, targets directed towards the long-term interest
and sustainability of the Company and the Group would include,
but are not limited to, the achievement of set completion dates and
cost targets on development projects together with rental take up
rates on completion, agreed profit or EBITDA targets, environmental
and other ESG goals, and the implementation of specifically defined
business initiatives.
Whereas quantitative awards are usually formulaic in their
calculation, discretionary and qualitative awards necessarily involve
the application of subjective judgment. With effect from Financial
Year 2021, the Remuneration Report includes a disclosure of the
differing components and proportions of remuneration by individual
Director, as required by Appendix 12.1 of the Capital Markets Rules.
rEmUNEraTiON rEPOrT 31
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
Other provisions that form part of the Directors’ 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 – while also serving to
secure alignment between the interests of the Executive Directors
and that of the Shareholders.
The CEO is engaged without a fixed term contract. In terms of current
labour regulations, the CEO (and the senior management team) are
all regarded as employees on indefinite contracts.
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 the Annual 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.
• Board Committee fee for membership of the various established
Board Committees (e.g. Audit Committee, Remuneration and
Corporate Governance Committee, etc). These Board Committee
fees vary between Committees depending upon the relative
workloads and time commitment involved, and the skill sets,
experience and professional knowledge required for the particular
Committee concerned.
• From time-to-time circumstances may arise whereby the Board
of Directors are faced in a particular year with significantly higher
and complex workloads than would be the norm. In recognition
of such circumstances, Board members may be awarded an
additional fixed fee on an exceptional basis. Such additional
awards would fall to be within the aggregate approved amount
by the general meeting in terms of Article 81(1) of the Articles of
Association of the Company.
Non-Executive Directors are not entitled to any contractual pension,
termination or retirement benefits. However, they may be reimbursed
certain expenses incurred in the discharge of their responsibilities.
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 next Annual General Meeting following their election,
and also remain eligible for re-election.
32 rEmUNEraTiON rEPOrT
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
5. rEmUNEraTiON – DirECTOrS aND ChiEF ExECUTiVE OFFiCEr
The following tables provide a summary of the remuneration for the year ended 31 January 2025 for each individual Director and for the
Chief Executive Officer.
Board + | Board + | Board + | Board + | Board + | ||||||||
Committee | Committee | Committee | Committee | Variable | Committee | |||||||
Directors’ Emoluments | fees | Aggregate | fees | Aggregate | fees | Aggregate | fees | pay | Aggregate | fees | Aggregate | |
2021 | 2021 | 2022 | 2022 | 2023 | 2023 | 2024 | 2024 | 2024 | 2025 | 2025 | ||
Year ended 31 January | € | € | € | € | € | € | € | € | € | € | € | |
Louis Farrugia | Chairman Executive | 40,000 | 40,000 | 40,000 | 40,000 | 40,000 | 40,000 | 40,000 | – | 40,000 | 40,000 | 40,000 |
Vincent Curmi | Vice Chairman | 27,000 | 27,000 | 27,000 | 27,000 | 27,000 | 27,000 | 22,500 | – | 22,500 | - | - |
Non-Executive | ||||||||||||
Charles Borg | Non-executive | 21,000 | 21,000 | 21,000 | 21,000 | 21,000 | 21,000 | 21,000 | – | 21,000 | 24,000 | 24,000 |
Roderick Chalmers | Non-executive | 25,000 | 25,000 | 25,000 | 25,000 | 25,000 | 25,000 | 25,000 | – | 25,000 | 29,000 | 29,000 |
Michael Farrugia | Non-executive | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 12,500 | 32,500 | 21,000 | 21,000 |
Alberto Miceli Farrugia | Non-executive | 22,000 | 22,000 | 22,000 | 22,000 | 22,000 | 22,000 | 22,000 | – | 22,000 | 22,000 | 22,000 |
Marquis Marcus J. | Non-executive | 21,000 | 21,000 | 21,000 | 21,000 | 21,000 | 21,000 | 19,423 | – | 19,423 | - | - |
Scicluna Marshall | ||||||||||||
Alberto Stagno d’Alcontres | Non-executive | 21,000 | 21,000 | 21,000 | 21,000 | 21,000 | 21,000 | 21,000 | – | 21,000 | 6,000 | 6,000 |
Neil Psaila | Non-executive | – | – | – | – | – | – | 1,425 | – | 1,425 | 23,000 | 23,000 |
Matthew Marshall | Non-executive | – | – | – | – | – | – | 1,425 | – | 1,425 | 23,000 | 23,000 |
Andrea Stagno d’Alcontres | Non-executive | – | – | – | – | – | – | – | – | – | 14,000 | 14,000 |
Board related emoluments included in the above table requiring Shareholder approval under Article 81 total €202,000 (approved limit: €300,000).
Benefits + | ||||
CEO’s Emoluments | Fixed pay | Variable pay | allowances | Aggregate |
€ | € | € | € | |
CEO remuneration for year ended 31 January 2025 | 180,000 | 60,000 | 11,980 | 251,980 |
CEO remuneration for year ended 31 January 2024 | 153,673 | 60,000 | 1,980 | 215,653 |
CEO remuneration for year ended 31 January 2023 | 153,012 | 45,000 | 1,980 | 199,992 |
CEO remuneration for year ended 31 January 2022 | 152,239 | 38,334 | 1,980 | 192,553 |
CEO remuneration for year ended 31 January 2021 | 149,729 | 38,334 | 1,980 | 190,043 |
6. 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 always subject to the maximum aggregate limit
approved by the Shareholders in the Annual General Meeting. This
amount was fixed at an aggregate sum of €300,000 per annum at
the 18th Annual General Meeting held on 27 June 2018.
Whereas remuneration paid to Executive Directors by virtue of their
executive office (as opposed to membership of the Board) is not
subject to the maximum aggregate limit stipulated under Article 81
as described above, with effect from FY 2021 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.
rEmUNEraTiON rEPOrT 33
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
7. SENiOr maNaGEmENT rEmUNEraTiON
For the purposes of this Remuneration Report, “Senior
Management” shall mean the Chief Executive Officer, the Chief
Operating Officer (until 29 February 2024) and the Chief Financial
Officer. The Chief Executive Officer is responsible for carrying out
regular reviews of the compensation structure pertaining to 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 Chief Executive Officer reports and makes recommendations
periodically to the Board and the Remuneration and Corporate
Governance Committee on the remuneration packages, including
bonus arrangements, for achieving pre–determined targets.
The Remuneration and Corporate Governance Committee is
required to evaluate, recommend and report on any proposals
made by the Chief Executive Officer relating to senior management
remuneration and conditions of service. The Committee considers
that the current executive 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 Committee is also charged with considering and determining any
recommendations from management on requests for early retirement.
The terms and conditions of employment of senior executives 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 Remuneration Committee 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 may include the provision of a suitable taxed and
insured company car, executive health and life assurance cover, a
mobile phone package and other incidental corporate benefits.
During the year under review the total emoluments relating to the Group Senior Management members were as follows:
Benefits + | ||||
Fixed pay | Variable pay | allowances | Aggregate | |
Senior management remuneration | € | € | € | € |
Senior management remuneration for year ended 31 January 2025 | 262,661 | 74,750 | 13,000 | 350,411 |
Senior management remuneration for year ended 31 January 2024 | 278,112 | 81,000 | 6,460 | 365,572 |
Senior management remuneration for year ended 31 January 2023 | 257,875 | 59,000 | 6,460 | 323,355 |
Senior management remuneration for year ended 31 January 2022 | 255,188 | 51,834 | 5,560 | 312,582 |
Senior management remuneration for year ended 31 January 2021 | 247,423 | 51,833 | 5,560 | 304,816 |
34 rEmUNEraTiON rEPOrT
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
8. aNNUaL ChaNGE OF rEmUNEraTiON
The following table presents the annual change of remuneration, of the Group’s performance, and of average remuneration on a full-time
equivalent basis of the company’s employees (other than directors) over the five most recent financial years as per the requirements within
Appendix 12.1 of the Capital Markets Rules.
Change | Change | Change | Change | ||||||
2024 to | 2023 to | 2022 to | 2021 to | ||||||
2025 | 2024 | 2023 | 2022 | 2021 | 2025 | 2024 | 2023 | 2022 | |
€’000 | €’000 | €’000 | €’000 | €’000 | % | % | % | % | |
Remuneration | |||||||||
Directors remuneration and | |||||||||
committee allowances | 202 | 206 | 197 | 197 | 197 | (2) | 5 | – | – |
CEO's remuneration | 252 | 216 | 200 | 193 | 190 | 17 | 8 | 4 | 2 |
Total employee remuneration | |||||||||
excluding directors & CEO | 364 | 330 | 354 | 365 | 306 | 10 | (7) | (3) | 19 |
Average employee remuneration | 46 | 47 | 44 | 41 | 38 | (2) | 7 | 7 | 8 |
Group performance | |||||||||
Revenue | 5,520 | 4,216 | 2,354 | 1,128 | 1,143 | 31 | 79 | 109 | (1) |
Profit after tax | 3,269 | 1,052 | 6,574 | 63 | 550 | 210 | (84) | 10,335 | (89) |
Profit for the year excluding | |||||||||
fair value movements | 1,469 | 526 | 500 | 63 | 44 | 179 | 5 | 694 | 43 |
Value of investment property | |||||||||
held under development | – | – | – | 54,909 | 38,955 | – | – | (100) | 41 |
Value of investment property | |||||||||
held for commercial use | 79,428 | 79,267 | 78,495 | 12,394 | 12,394 | – | 1 | 533 | – |
9. 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.
rEmUNEraTiON rEPOrT 35
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
STATEMENTS OF FINANCIAL POSITION
As at 31 January
Group | Company | ||||
2025 | 2024 | 2025 | 2024 | ||
Notes | €’000 | €’000 | €’000 | €’000 | |
ASSETS | |||||
Non-current assets | |||||
Property, plant and equipment | 4 | | | 39 | 55 |
Right-of-use assets | 5 | | | 589 | 604 |
Investment property: | |||||
– held as commercial property | 6 | | | 9,985 | 9,985 |
– held for future development | 6 | | | 20,000 | 18,000 |
Investment in subsidiaries | 7 | – | – | 520 | 520 |
Advance payment | 7 | – | – | 951 | 951 |
Deferred tax asset | 12 | | – | – | |
Total non-current assets | | 32,084 | 30,115 | ||
Current assets | |||||
Trade and other receivables | 8 | | | 34,763 | 34,086 |
Cash and cash equivalents | 9 | | | 168 | 271 |
Total current assets | | | 34,931 | 34,357 | |
Total assets | | 67,015 | 64,472 |
36 STaTEmENTS OF FiNaNCiaL POSiTiON
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
As at 31 January | |||||
Group | Company | ||||
2025 | 2024 | 2025 | 2024 | ||
Notes | €’000 | €’000 | €’000 | €’000 | |
EQUITY AND LIABILITIES | |||||
Capital and reserves | |||||
Share capital | |||||
Share premium | |||||
Fair value gains reserve | 11 | | | 9,562 | 7,762 |
Retained earnings | | 5,612 | 5,308 | ||
Total equity | | 60,007 | 57,903 | ||
Non-current liabilities | |||||
Borrowings | 15 | | | – | – |
Lease liabilities | 5 | | | 687 | 687 |
Deferred tax liabilities | 12 | | 2,998 | 2,798 | |
Trade and other payables | 13 | – | – | ||
Provision for liabilities and charges | 14 | – | – | ||
Total non-current liabilities | | 3,685 | 3,485 | ||
Current liabilities | |||||
Borrowings | 15 | | | – | – |
Trade and other payables | 13 | | | 3,217 | 2,992 |
Lease liabilities | 5 | | 13 | – | |
Current tax liabilities | | | 93 | 92 | |
Total current liabilities | | 3,323 | 3,084 | ||
Total liabilities | | 7,008 | 6,569 | ||
Total equity and liabilities | | 67,015 | 64,472 |
The Notes on pages 41 to 65 are an integral part of these consolidated financial statements.
STaTEmENTS OF FiNaNCiaL POSiTiON 37
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
STATEMENTS OF COMPREHENSIVE INCOME
Year ended 31 January | |||||
Group | Company | ||||
2025 | 2024 | 2025 | 2024 | ||
Notes | €’000 | €’000 | €’000 | €’000 | |
Revenue | 16 | | | 991 | 837 |
Direct costs | 17 | ( | ( | – | – |
Operating and administrative expenses | 17 | ( | ( | (432) | (345) |
Other operating income | | | – | – | |
Operating profit | | | 559 | 492 | |
Fair value gains on investment property | 6 | | | 2,000 | 240 |
Finance costs | 20 | ( | ( | (34) | (34) |
Profit before tax | | | 2,525 | 698 | |
Tax expense | 21 | ( | ( | (421) | (224) |
Profit for the year | | 2,104 | 474 | ||
Basic and diluted earnings per share for the | |||||
year attributable to shareholders | 23 | |
The Notes on pages 41 to 65 are an integral part of these consolidated financial statements.
38 STaTEmENTS OF COmPrEhENSiVE iNCOmE
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
STATEMENTS OF CHANGES IN EQUITY
GrOUP
Fair value | ||||||
Share | Share | gains | Retained | Total | ||
capital | premium | reserve | earnings | equity | ||
Note | €’000 | €’000 | €’000 | €’000 | €’000 | |
Balance at 1 February 2023 | | | | | | |
Comprehensive income | ||||||
Profit for the year | ||||||
T ransfer of fair value movements on | ||||||
investment property, net of deferred tax | 11 | ( | ||||
Balance at 31 January 2024 | ||||||
Balance at 1 February 2024 | | | | | | |
Comprehensive income | ||||||
Profit for the year | ||||||
Transfer of fair value movements on | ||||||
investment property, net of deferred tax | 11 | | ( | |||
Balance at 31 January 2025 | | | |
COmPaNY
Fair value | ||||||
Share | Share | gains | Retained | Total | ||
capital | premium | reserve | earnings | equity | ||
Note | €’000 | €’000 | €’000 | €’000 | €’000 | |
Balance at 1 February 2023 | 42,000 | 2,833 | 7,546 | 5,051 | 57,430 | |
Comprehensive income | ||||||
Profit for the year | – | – | – | 474 | 474 | |
Transfer of fair value movements on | ||||||
investment property, net of deferred tax | 11 | – | – | 216 | (216) | – |
Balance at 31 January 2024 | 42,000 | 2,833 | 7,762 | 5,308 | 57,903 | |
Balance at 1 February 2024 | 42,000 | 2,833 | 7,762 | 5,308 | 57,903 | |
Comprehensive income | ||||||
Profit for the year | – | – | – | 2,104 | 2,104 | |
Transfer of fair value movements on | ||||||
investment property, net of deferred tax | 11 | – | – | 1,800 | (1,800) | – |
Balance at 31 January 2025 | 42,000 | 2,833 | 9,562 | 5,612 | 60,007 |
The Notes on pages 41 to 65 are an integral part of these consolidated financial statements.
STaTEmENTS OF ChaNGES iN EqUiTY 39
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
STATEMENTS OF CASH FLOWS
Year ended 31 January | |||||
Group | Company | ||||
2025 | 2024 | 2025 | 2024 | ||
Notes | €’000 | €’000 | €’000 | €’000 | |
Cash flows from operating activities | |||||
Cash generated from/(used in) from operations | 22 | ( | 140 | (3) | |
Interest paid | 20 | ( | ( | – | – |
Net income tax paid | ( | ( | (220) | (187) | |
Net cash generated from/(used in) operations | | ( | (80) | (190) | |
Cash flow from investing activities | |||||
Purchase of property, plant and equipment | 4 | ( | ( | (2) | (1) |
Transfer of investment property to related parties | 6 | | – | – | |
Purchase of investment property | 6 | ( | ( | – | (9) |
Net cash used in investing activities | ( | ( | (2) | (10) | |
Cash flow from financing activities | |||||
Proceeds from bank borrowings | | | – | – | |
Payment of bank borrowings | 15 | ( | ( | – | – |
Principal elements of lease payments | ( | ( | (21) | (34) | |
Net cash generated from/(used in) financing activities | | | (21) | (34) | |
Net movement in cash and cash equivalents | | ( | (103) | (234) | |
Cash and cash equivalents at beginning of year | | | 271 | 505 | |
Cash and cash equivalents at end of year | 9 | | | 168 | 271 |
The Notes on pages 41 to 65 are an integral part of these consolidated financial statements.
40 STaTEmENTS OF CaSh FLOwS
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
NOTES TO ThE CONSOLiDaTED FiNaNCiaL STaTEmENTS 41
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
• Motor vehicles | 20% |
• Furniture and fixtures | 10% |
• Computer equipment | 33% |
• Electronic equipment | 25% |
42 NOTES TO ThE CONSOLiDaTED FiNaNCiaL STaTEmENTS
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
NOTES TO ThE CONSOLiDaTED FiNaNCiaL STaTEmENTS 43
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
44 NOTES TO ThE CONSOLiDaTED FiNaNCiaL STaTEmENTS
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
NOTES TO ThE CONSOLiDaTED FiNaNCiaL STaTEmENTS 45
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
46 NOTES TO ThE CONSOLiDaTED FiNaNCiaL STaTEmENTS
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
(+) 3% | (-) 3% | |
€’000 | €’000 | |
At 31 January 2025 | 840 | 616 |
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
€’000 | €’000 | €’000 | €’000 | |
Financial assets | ||||
measured at | ||||
amortised cost | ||||
Trade and other | ||||
receivables (Note 8) | 486 | 506 | 34,540 | 33,967 |
Cash and cash | ||||
equivalents (Note 9) | 1,810 | 1,062 | 168 | 271 |
2,296 | 1,568 | 34,708 | 34,328 |
NOTES TO ThE CONSOLiDaTED FiNaNCiaL STaTEmENTS 47
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
48 NOTES TO ThE CONSOLiDaTED FiNaNCiaL STaTEmENTS
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
Between | |||||
Carrying | Contractual | Within | one to | More than | |
Group | amount | cash flows | one year | five years | five years |
€’000 | €’000 | €’000 | €’000 | €’000 | |
31 January 2025 | |||||
Lease liabilities (Note 5) | 3,993 | 11,709 | 254 | 863 | 10,592 |
Trade and other payables (Note 13) | 2,850 | 2,850 | 1,564 | – | 1,286 |
Borrowings (Note 15) | 28,306 | 38,683 | 2,688 | 10,130 | 25,865 |
35,149 | 53,242 | 4,506 | 10,993 | 37,743 | |
31 January 2024 | |||||
Lease liabilities (Note 5) | 3,978 | 11,744 | 215 | 860 | 10,669 |
Trade and other payables (Note 13) | 4,851 | 4,851 | 3,708 | – | 1,143 |
Borrowings (Note 15) | 27,614 | 37,129 | 2,184 | 8,452 | 26,494 |
36,443 | 53,724 | 6,107 | 9,312 | 38,306 |
Between | |||||
Carrying | Contractual | Within | one to | More than | |
Company | amount | cash flows | one year | five years | five years |
€’000 | €’000 | €’000 | €’000 | €’000 | |
31 January 2025 | |||||
Lease liabilities (Note 5) | 700 | 2,222 | 49 | 147 | 2,026 |
Trade and other payables (Note 13) | 2,830 | 2,830 | 2,830 | – | – |
3,530 | 5,052 | 2,879 | 147 | 2,026 | |
31 January 2024 | |||||
Lease liabilities (Note 5) | 687 | 2,312 | 34 | 142 | 2,136 |
Trade and other payables (Note 13) | 2,459 | 2,459 | 2,459 | – | – |
3,146 | 4,771 | 2,493 | 142 | 2,136 |
Group | ||
2025 | 2024 | |
€’000 | €’000 | |
Total borrowings (Note 15) | 28,306 | 27,614 |
Lease liabilities (Note 5) | 3,992 | 3,978 |
Total debt | 32,998 | 31,592 |
Total equity | 64,044 | 60,755 |
Total capital | 96,342 | 92,367 |
Gearing | 33% | 34% |
NOTES TO ThE CONSOLiDaTED FiNaNCiaL STaTEmENTS 49
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
€’000 | €’000 | €’000 | €’000 | |
Year ended 31 January | ||||
Opening net book amount | 81 | 89 | 55 | 72 |
Additions | 2 | 14 | 2 | 1 |
Disposal | (1) | – | (1) | – |
Disposal of depreciation | 1 | – | 1 | – |
Depreciation | (26) | (22) | (18) | (18) |
Closing net book amount | 57 | 81 | 39 | 55 |
At 31 January | ||||
Cost or valuation | 193 | 192 | 161 | 160 |
Accumulated depreciation | ||||
and impairment | (136) | (111) | (122) | (105) |
Closing carrying amount | 57 | 81 | 39 | 55 |
50 NOTES TO ThE CONSOLiDaTED FiNaNCiaL STaTEmENTS
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
€’000 | €’000 | €’000 | €’000 | |
Right–of–use–assets | ||||
Land | 3,623 | 3,707 | 589 | 604 |
Lease Liabilities | ||||
Current | 37 | 23 | 13 | – |
Non-current | 3,955 | 3,955 | 687 | 687 |
Total | 3,992 | 3,978 | 700 | 687 |
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
€’000 | €’000 | €’000 | €’000 | |
Amortisation of right-of-use-assets (Note 17) | 84 | 84 | 15 | 15 |
Interest expense (Note 20) | 190 | 190 | 34 | 34 |
NOTES TO ThE CONSOLiDaTED FiNaNCiaL STaTEmENTS 51
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
Group | 2025 | 2024 |
€’000 | €’000 | |
Year ended 31 January | ||
Opening net book amount | 97,267 | 96,495 |
Additions | 161 | 744 |
Transfer of investment | ||
property to related party | – | (557) |
Fair value movements | 2,000 | 585 |
Closing net book value | 99,428 | 97,267 |
At 31 January | ||
Cost | 72,898 | 72,737 |
Fair value movements | 26,530 | 24,530 |
Net book amount | 99,428 | 97,267 |
Group | 2025 | 2024 |
€’000 | €’000 | |
Fair value gains | ||
Held as commercial property | – | 585 |
Held for future development | 2,000 | – |
Compan | y | 2025 | 2024 |
€’000 | €’000 | ||
Year ended 31 January | |||
Opening carrying amount | 27,985 | 27,736 | |
Additions | – | 9 | |
Fair value movements | 2,000 | 240 | |
Closing net book value | 29,985 | 27,985 | |
At 31 January | |||
Cost | 5,430 | 5,430 | |
Fair value movements | 24,555 | 22,555 | |
Net book amount | 29,985 | 27,985 |
Company | 2025 | 2024 |
€’000 | €’000 | |
Fair value gains | ||
Held as commercial property | – | 240 |
Held for future development | 2,000 | – |
52 NOTES TO ThE CONSOLiDaTED FiNaNCiaL STaTEmENTS
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
Range of | ||||
Significant | unobservable | |||
Description by class | Fair value | Valuation technique | unobservable input | Inputs |
€’000 | € | |||
As at 31 January 2025 | ||||
Current use as commercial premises | 79,428 | Discounted cash flow approach | Rental rate per square meter | 53 – 434 |
Held for future development | 20,000 | Comparative sales approach | Rate per square meter | 1,471 |
As at 31 January 2024 | ||||
Current use as commercial premises | 79,267 | Discounted cash flow approach | Rental rate per square meter | 53 – 434 |
Held for future development | 18,000 | Comparative sales approach | Rate per square meter | 1,324 |
NOTES TO ThE CONSOLiDaTED FiNaNCiaL STaTEmENTS 53
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
€’000 | €’000 | €’000 | €’000 | |
Rental income (Note 16) | 5,520 | 4,216 | 991 | 837 |
Direct operating expenses arising from rental investment property (Note 5) | (84) | (84) | (15) | (15) |
Company | ||
2025 | 2024 | |
€’000 | €’000 | |
Year ended 31 January | ||
Opening and closing net book amount | 520 | 520 |
At 31 January | ||
Cost and carrying amount | 520 | 520 |
54 NOTES TO ThE CONSOLiDaTED FiNaNCiaL STaTEmENTS
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
€’000 | €’000 | €’000 | €’000 | |
Current | ||||
Trade receivables | 352 | 417 | 59 | 70 |
Amounts due from subsidiaries | – | – | 34,481 | 33,897 |
Amounts due from related parties | 132 | 87 | – | – |
Indirect taxation | 2 | 2 | – | – |
Advance payments to suppliers | – | 152 | – | – |
Prepayments and accrued income | 833 | 791 | 223 | 119 |
1,319 | 1,449 | 34,763 | 34,086 |
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
€’000 | €’000 | €’000 | €’000 | |
Provision on trade receivables | 145 | 113 | – | – |
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
€’000 | €’000 | €’000 | €’000 | |
Cash at bank and in hand | 1,810 | 1,062 | 168 | 271 |
NOTES TO ThE CONSOLiDaTED FiNaNCiaL STaTEmENTS 55
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
Company | ||
2025 | 2024 | |
€’000 | €’000 | |
Authorised: | ||
50,000,000 ordinary shares of €1 each | 50,000 | 50,000 |
Issued and fully paid: | ||
42,000,003 ordinary shares of €1 each | 42,000 | 42,000 |
Share premium | 2,833 | 2,833 |
Group | ||
2025 | 2024 | |
€’000 | €’000 | |
Non-current assets | ||
At beginning of year, net of deferred tax | 10,042 | 9,516 |
Fair value movements on investment property, net of deferred tax | 1,800 | 526 |
At 31 January | 11,842 | 10,042 |
Company | ||
2025 | 2024 | |
€’000 | €’000 | |
Non–current assets | ||
At beginning of the year, net of deferred tax | 7,762 | 7,546 |
Fair value movements on investment property, net of deferred tax | 1,800 | 216 |
At 31 January | 9,562 | 7,762 |
56 NOTES TO ThE CONSOLiDaTED FiNaNCiaL STaTEmENTS
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
€’000 | €’000 | €’000 | €’000 | |
At the beginning of the year | 2,682 | 2,704 | 2,798 | 2,773 |
Deferred tax on temporary differences arising on: | ||||
Recognised directly in profit or loss (Note 21) | 817 | (22) | 200 | 25 |
At end of year | 3,499 | 2,682 | 2,998 | 2,798 |
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
€’000 | €’000 | €’000 | €’000 | |
Deferred tax assets | – | 416 | – | – |
Deferred tax liabilities | (3,499) | (3,098) | (2,998) | (2,798) |
(3,499) | (2,682) | (2,998) | (2,798) |
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
€’000 | €’000 | €’000 | €’000 | |
Fair value movements of investment property | (3,299) | (3,098) | (2,998) | (2,773) |
Unutilised tax losses | 336 | 416 | – | – |
Unutilised capital allowances | 2,100 | (968) | – | (24) |
Temporary differences on non-current assets | (2,687) | 968 | – | – |
Temporary differences from expected credit loss allowance | 51 | – | – | – |
(3,499) | (2,682) | (2,998) | (2,797) |
NOTES TO ThE CONSOLiDaTED FiNaNCiaL STaTEmENTS 57
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
€’000 | €’000 | €’000 | €’000 | |
Non–current | ||||
Other payables | 1,286 | 977 | – | – |
1,286 | 977 | – | – | |
Current | ||||
Trade payables | 305 | 829 | 28 | 3 |
Amounts owed to subsidiaries | – | – | 2,796 | 2,449 |
Amounts owed to related parties | 9 | 6 | 6 | 6 |
Indirect taxes and social security | 309 | 225 | 21 | 116 |
Other payables | 166 | 168 | – | – |
Rententions payable | 1,084 | 2,870 | – | – |
Accruals and deferred income | 2,105 | 2,174 | 366 | 418 |
3,978 | 6,272 | 3,217 | 2,992 | |
Total trade and other payables | 5,264 | 7,249 | 3,217 | 2,992 |
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
€’000 | €’000 | €’000 | €’000 | |
Non–current | ||||
Provision for liabilities and charges | 981 | 1,119 | – | – |
58 NOTES TO ThE CONSOLiDaTED FiNaNCiaL STaTEmENTS
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
€’000 | €’000 | €’000 | €’000 | |
Non–current | ||||
Bank loan | 26,736 | 26,244 | – | – |
Current | ||||
Bank loan | 1,570 | 1,369 | – | – |
Total borrowings | 28,306 | 27,614 | – | – |
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
€’000 | €’000 | €’000 | €’000 | |
At beginning of year | 27,614 | 25,238 | – | – |
Drawdowns | 2,135 | 3,259 | – | – |
Interest charges (Note 15) | 1,106 | 1,182 | – | – |
Principal and interest repayments | (2,549) | (2,065) | – | – |
Bank loan | 28,306 | 27,614 | – | – |
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
€’000 | €’000 | €’000 | €’000 | |
At variable rate | 28,306 | 27,614 | – | – |
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
€’000 | €’000 | €’000 | €’000 | |
Between 1 and 2 years | 1,567 | 1,369 | – | – |
Between 2 and 5 years | 6,279 | 5,477 | – | – |
Over 5 years | 18,890 | 19,398 | – | – |
26,736 | 26,244 | – | – |
NOTES TO ThE CONSOLiDaTED FiNaNCiaL STaTEmENTS 59
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
€’000 | €’000 | €’000 | €’000 | |
Rental and other related income | 5,520 | 4,216 | 991 | 837 |
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
€’000 | €’000 | €’000 | €’000 | |
Depreciation of property, plant and equipment (Note 4) | 26 | 22 | 18 | 18 |
Amortisation charge of right-of-use asset (Note 5) | 84 | 84 | 15 | 15 |
Directors remuneration (Note 19) | 202 | 206 | 40 | 33 |
Employee benefit expense (Note 18) | 430 | 430 | 94 | 65 |
Auditor's remuneration | 51 | 45 | 33 | – |
Provision for impairment of receivables | 31 | 113 | – | – |
Property related expenses | 376 | 650 | – | – |
Other expenses | 445 | 408 | 232 | 214 |
Other direct costs | 260 | 108 | – | – |
Total operating and administrative expenses | 1,905 | 2,066 | 432 | 345 |
Group | ||
2025 | 2024 | |
€’000 | €’000 | |
Annual statutory audit | 51 | 45 |
Tax advisory and compliance services | 15 | 14 |
Other assurance services | 11 | 6 |
77 | 65 |
60 NOTES TO ThE CONSOLiDaTED FiNaNCiaL STaTEmENTS
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
€’000 | €’000 | €’000 | €’000 | |
Wages and salaries | 413 | 414 | 413 | 414 |
Social security costs | 17 | 16 | 17 | 16 |
430 | 430 | 430 | 430 | |
Recharged to subsidiary | – | – | (336) | (366) |
430 | 430 | 94 | 64 | |
Classified under: | ||||
Statement of comprehensive income – Operating | ||||
and administrative expenses | 430 | 430 | 94 | 64 |
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
Administration | 8 | 8 | 8 | 8 |
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
€’000 | €’000 | €’000 | €’000 | |
Directors’ remuneration paid | 202 | 206 | 212 | 206 |
Recharged to subsidiary | – | – | (172) | (173) |
202 | 206 | 40 | 33 |
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
€’000 | €’000 | €’000 | €’000 | |
Finance cost of lease liability | 190 | 190 | 34 | 34 |
Interest costs | 1,106 | 1,184 | – | – |
Other finance costs | 34 | 122 | – | – |
1,330 | 1,496 | 34 | 34 |
NOTES TO ThE CONSOLiDaTED FiNaNCiaL STaTEmENTS 61
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
€’000 | €’000 | €’000 | €’000 | |
Current tax expense | 290 | 265 | 221 | 199 |
Deferred tax expense/(credit) | 817 | (22) | 200 | 25 |
1,107 | 243 | 421 | 224 |
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
€’000 | €’000 | €’000 | €’000 | |
Profit before tax | 4,376 | 1,295 | 2,526 | 699 |
Tax on profit at 35% | 1,532 | 453 | 884 | 244 |
Tax effect of: | ||||
Expenses not allowable for tax purposes | 196 | 183 | 160 | 146 |
Maintenance allowance on rental income | (48) | (58) | (38) | (45) |
Income taxed at reduced rates | (99) | (197) | (85) | (63) |
Tax rules applicable to immovable property | (500) | (144) | (500) | (58) |
Unrecognised deferred tax in prior year | 16 | – | – | – |
Other | 10 | 6 | – | – |
Tax expense | 1,107 | 243 | 421 | 224 |
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
€’000 | €’000 | €’000 | €’000 | |
Operating profit | 3,706 | 2,206 | 559 | 492 |
Adjustments for: | ||||
Depreciation of property, plant and equipment | 26 | 22 | 18 | 18 |
Amortisation charge of right-of-use asset | 84 | 84 | 15 | 15 |
Changes in working capital: | ||||
Trade and other receivables | 130 | (283) | (677) | (830) |
Trade and other payables | (1,806) | (2,711) | 225 | 302 |
Cash generated from / (used in) operations | 2,140 | (682) | 140 | (3) |
62 NOTES TO ThE CONSOLiDaTED FiNaNCiaL STaTEmENTS
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
Group | ||
2025 | 2024 | |
Profit from operations excluding fair value movements (€’000) | 1,469 | 526 |
Profit from fair value movements (€’000) | 1,800 | 526 |
Profit attributable to shareholders (€’000) | 3,269 | 1,052 |
Weighted average number of ordinary shares in issue (thousands) | 42,000 | 42,000 |
Earnings per share attributable to profits excluding fair value movements | 0.035 | 0.013 |
Earnings per share attributable to fair value movements | 0.043 | 0.013 |
Earnings per share for the year attributable to shareholders | 0.078 | 0.025 |
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
€’000 | €’000 | €’000 | €’000 | |
Authorised and contracted | – | 271 | – | – |
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
€’000 | €’000 | €’000 | €’000 | |
Not later than 1 year | 4,853 | 4,086 | 871 | 938 |
Between 1 and 2 years | 4,698 | 3,721 | 839 | 853 |
Between 2 and 3 years | 3,460 | 3,142 | 506 | 819 |
Between 3 and 4 years | 2,712 | 2,639 | 344 | 512 |
Between 4 and 5 years | 2,088 | 1,747 | 71 | 155 |
Later than 5 years | 3,954 | 4,746 | 103 | 174 |
21,765 | 20,081 | 2,734 | 3,451 |
NOTES TO ThE CONSOLiDaTED FiNaNCiaL STaTEmENTS 63
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
Percentage of shares held | ||
2025 | 2024 | |
% | % | |
Farrugia Investments Limited | 24.93 | 24.93 |
M.S.M. Investments Limited | 25.06 | 25.06 |
Sciclunas Estates Limited | 24.89 | 24.89 |
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
€’000 | €’000 | €’000 | €’000 | |
From related parties | ||||
– Rental income | 786 | 951 | 572 | 642 |
Expenditure for goods and services | ||||
From parent and related parties | ||||
– Recharged payroll expenses | - | 114 | - | - |
- Transfer of investment property to related party | - | - | (698) | (636) |
Group | ||
2025 | 2024 | |
€’000 | €’000 | |
Directors | 202 | 206 |
Senior Management | 350 | 366 |
552 | 572 |
64 NOTES TO ThE CONSOLiDaTED FiNaNCiaL STaTEmENTS
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
Registered office | Principal activities | Percentage of shares held | ||
2025 | 2024 | |||
% | % | |||
Mensija Catering Company Limited | Trident Park | Property leasing | 100 | 100 |
Notabile Gardens, | ||||
No. 4 Level 2, | ||||
Mdina Road, Zone 2, | ||||
Central Business | ||||
District, Birkirkara | ||||
Neptune Properties Limited | Trident Park | Non-operating | 100 | 100 |
Notabile Gardens, | ||||
No. 4 Level 2, | ||||
Mdina Road, Zone 2, | ||||
Central Business | ||||
District, Birkirkara | ||||
Trident Park Limited | Trident Park | Property development and leasing | 100 | 100 |
Notabile Gardens, | ||||
No. 4 Level 2, | ||||
Mdina Road, Zone 2, | ||||
Central Business | ||||
District, Birkirkara | ||||
Sliema Fort Company Limited | Trident Park | Property leasing | 50 | 50 |
Notabile Gardens, | ||||
No. 4 Level 2, | ||||
Mdina Road, Zone 2, | ||||
Central Business | ||||
District, Birkirkara |
NOTES TO ThE CONSOLiDaTED FiNaNCiaL STaTEmENTS 65
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
TriDENT ESTaTES PLC
SHAREHOLDER INFORMATION
Directors’ interests in the share capital of the company
Ordinary shares held | Ordinary shares held | |
as at 31 January 2025 | as at 30 April 2025 | |
Mr Louis A. Farrugia | 42,313 | 42,313 |
Mr Michael Farrugia | 7,773 | 7,773 |
Mr Matthew Marshall | 381,123 | 381,123 |
Directors’ interests listed above are inclusive of shares held in the name of the relative spouse and minor children as applicable.
Mr Louis A. Farrugia has beneficial interest in Farrugia Investments Limited directly and through Farrugia Holdings Limited. Mr Michael
Farrugia has beneficial interest in Farrugia Investments Limited through Farrugia Holdings Limited.
There has been no movement in the above stated shareholdings during the period from 31 January 2025 to 30 April 2025.
Shareholders holding 5% or more of the equity share capital as at 30 April 2025
Ordinary shares
Number of shares | Percentage holding | |
M.S.M. Investments Limited | 10,523,255 | 25.06% |
Farrugia Investments Limited | 10,471,062 | 24.93% |
Sciclunas Estates Limited | 10,453,489 | 24.89% |
Shareholding details
As at 30 April 2025, the company’s issued share capital was held by the following shareholders:
Number of shareholders | |
Ordinary shares at €1.00 each | 1,669 |
The holders of the Ordinary shares have equal voting rights.
Number of shareholders as at 30 April 2025
Number of shareholders | Number of shares | Percentage holding | |
Ordinary shares of €1.00 each | |||
Up to 500 shares | 522 | 120,755 | 0.29% |
501 – 1,000 | 293 | 217,239 | 0.52% |
1,001 – 5,000 | 589 | 1,350,125 | 3.21% |
More than 5,000 | 265 | 40,311,884 | 95.98% |
Totals | 1,669 | 42,000,003 | 100.00% |
Nadine Magro
Company Secretary
Trident Park, Notabile Gardens, No.4 – Level 0, Mdina Road, Zone 2, Central Business District, Birkirkara CBD 2010, Malta
Telephone (+356) 2381 4297
66
SharEhOLDEr iNFOrmaTiON
CONSOLIDATED FINANCIAL STATEMENTS 2024/25
TRIDENT ESTATES PLC
Independent auditor’s report
To the Shareholders of Trident Estates plc
Report on the audit of the financial statements
Our opinion
In our opinion:
● The Group financial statements and the Parent Company financial statements (the “financial statements”) of Trident Estates plc give a true and fair view of the Group and the Parent Company’s financial position as at 31 January 2025, and of their financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards (‘IFRSs’) as adopted by the EU; and
● The financial statements have been prepar the requirements of the Maltese Companies Act (Cap. 386).
Our opinion is consistent with our additional report to the Audit Committee.
What we have audited
Trident Estates plc’s financial statements comprise:
● the Consolidated and Parent Company statements of financial position as at 31 January 2025;
● the Consolidated and Parent Company statements of comprehensive income for the year then ended;
● the Consolidated and Parent Company statements of changes in equity for the year then ended;
● the Consolidated and Parent Company statements of cash flows for the year then ended; and
● the notes to the financial statements, comprising material accounting policy information and other explanatory information.
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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group and the Parent Company in accordance with the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code) together with the ethical requirements of the Accountancy Profession (Code of Ethics for Warrant Holders) Directive issued in terms of the Accountancy Profession Act (Cap. 281) that are relevant to our audit of the financial statements in Malta. We have fulfilled our other ethical responsibilities in accordance with these Codes.
To the best of our knowledge and belief, we declare that non-audit services that we have provided to the parent company and its subsidiaries are in accordance with the applicable law and regulations in Malta and that we have not provided non-audit services that are prohibited under Article 18A of the Accountancy Profession Act (Cap. 281).
The non-audit services that we have provided to the parent company and its subsidiaries, in the period from 1 February 2024 to 31 January 2025, are disclosed in Note 17 to the financial statements.
Our audit approach
Overview
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Overall group materiality: €1,042,000, which represents approximately 1% of total assets |
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The Group is composed of five (5) components all located in Malta.
The Group auditor carried out a full scope audit of the Group and Parent Company financial statements, as well as the financial statements of the subsidiaries.
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● Valuation of investment property of the Group and the Parent Company |
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we considered where the directors made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters, consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance whether the financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall group materiality for the financial statements as a whole as set out in the table below. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in aggregate on the financial statements as a whole.
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Overall group materiality |
€1,042,000 |
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How we determined it |
Approximately 1% of total assets |
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Rationale for the materiality benchmark applied |
We chose total assets as the benchmark because, in our view, it is the benchmark against which the underlying value of real estate companies is most commonly measured by users, and is a generally accepted benchmark. We chose 1% which is within the range of quantitative materiality thresholds that we consider acceptable. |
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above €104,200 as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Key audit matter |
How our audit addressed the key audit matter |
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Valuation of investment property of the Group and the Parent Company
The Group’s and Parent Company’s investment property portfolios have carrying amounts of €99.4 million and €30 million, respectively as at 31 January 2025. This year’s valuation assessments was performed by the management, who based its valuation conclusions on the third-party valuer’s reports issued during the year 2024 and other documentation obtained. The valuations of these investment property portfolios are inherently subjective due to, among other factors, the individual nature of each property, its location and, where applicable, the expected future rentals for that particular investment property. As disclosed in Note 6 to the financial statements, the valuations have been performed using the discounted cashflow approach or comparative sales approach, depending on the nature of the property. The board of directors considered the valuation report as part of its overall responsibilities. The significance of the estimates and judgements involved, coupled with the fact that only a small percentage difference in individual property valuations, when aggregated, could result in a material misstatement, warrants specific audit focus in this area. |
We evaluated the methodology adopted in the valuations, the adequacy of the underlying documentation, including the competence of the third-party valuer engaged in 2024, which included due consideration of their qualifications and expertise. We discussed with the management, the valuation approaches adopted, the key valuation assumptions and other judgements made in arriving at their conclusions with respect to the property valuations. We reviewed the valuation approaches adopted and underlying assumptions applied in the property valuations in order to assess the reasonableness of the fair value assigned to the properties. We engaged our own in-house valuation experts to review the discounted cash flow or comparative sales valuations, depending on the nature of the property. We reviewed the key parameters adopted by the Group and Parent Company in these valuations including reconciling the data to underlying current and projected lease agreements and compared the key parameters to those provided by management. We discussed the valuations with the directors and concluded, based on our work, that the Group’s and Company’s property valuations were within an acceptable range of values. |
How we tailored our group audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group operates.
The Group auditor performed all of this work by applying the overall group materiality, together with additional procedures performed on the consolidation. This gave us sufficient appropriate audit evidence for our opinion on the Group financial statements as a whole.
Other information
The directors are responsible for the other information. The other information comprises all of the other information in the Annual Financial Report (but does not include the financial statements and our auditor’s report thereon).
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon except as explicitly stated within the Report on other legal and regulatory requirements.
In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed, 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.
Responsibilities of the directors and those charged with governance for the financial statements
The directors are responsible for the preparation of financial statements that give a true and fair view in accordance with IFRSs as adopted by the EU and the requirements of the Maltese Companies Act (Cap. 386), and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and the Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group’s financial reporting process.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
● Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
● Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s and the Parent Company’s internal control.
● Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
● Conclude on the appropriateness of the 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 Group’s or the Parent Company’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 Group or the Parent Company to cease to continue as a going concern.
● Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
● 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.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on other legal and regulatory requirements
Report on compliance with the requirements of the European Single Electronic Format Regulatory Technical Standard (the “ESEF RTS”), by reference to Capital Markets Rule 5.55.6
We have undertaken a reasonable assurance engagement in accordance with the requirements of Directive 6 issued by the Accountancy Board in terms of the Accountancy Profession Act (Cap. 281) - the Accountancy Profession (European Single Electronic Format) Assurance Directive (the “ESEF Directive 6”) on the Annual Financial Report of Trident Estates plc for the year ended 31 January 2025, entirely prepared in a single electronic reporting format.
Responsibilities of the directors
The directors are responsible for the preparation of the Annual Financial Report, including the consolidated financial statements and the relevant mark-up requirements therein, by reference to Capital Markets Rule 5.56A, in accordance with the requirements of the ESEF RTS.
Our responsibilities
Our responsibility is to obtain reasonable assurance about whether the Annual Financial Report, including the consolidated financial statements and the relevant electronic tagging therein, complies in all material respects with the ESEF RTS based on the evidence we have obtained. We conducted our reasonable assurance engagement in accordance with the requirements of ESEF Directive 6.
Our procedures included:
● Obtaining an understanding of the entity's financial reporting process, including the preparation of the Annual Financial Report, in accordance with the requirements of the ESEF RTS.
● 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 taggings therein have been applied and whether, in all material respects, they are in accordance with the requirements of the ESEF RTS.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Opinion
In our opinion, the Annual Financial Report for the year ended 31 January 2025 has been prepared, in all material respects, in accordance with the requirements of the ESEF RTS.
Other reporting requirements
The Annual Financial Report 2024/25 contains other areas required by legislation or regulation on which we are required to report. The Directors are responsible for these other areas.
The table below sets out these areas presented within the Annual Financial Report, our related responsibilities and reporting, in addition to our responsibilities and reporting reflected in the Other information section of our report. Except as outlined in the table, we have not provided an audit opinion or any form of assurance.
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Area of the Annual Financial Report 2024/25 and the related Directors’ responsibilities |
Our responsibilities |
Our reporting |
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Directors’ report The Maltese Companies Act (Cap. 386) requires the directors to prepare a Directors’ report, which includes the contents required by Article 177 of the Act and the Sixth Schedule to the Act. |
We are required to consider whether the information given in the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements.
We are also required to express an opinion as to whether the Directors’ report has been prepared in accordance with the applicable legal requirements.
In addition, we are required to state whether, in the light of the knowledge and understanding of the Company and its environment obtained in the course of our audit, we have identified any material misstatements in the Directors’ report, and if so to give an indication of the nature of any such misstatements. |
In our opinion: ● the information given in the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ● the Directors’ report has been prepared in accordance with the Maltese Companies Act (Cap. 386).
We have nothing to report to you in respect of the other responsibilities, as explicitly stated within the Other information section.
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Corporate Governance Statement The Capital Markets Rules issued by the Malta Financial Services Authority require the directors to prepare and include in the Annual Financial Report a Statement of Compliance with the Code of Principles of Good Corporate Governance within Appendix 5.1 to Chapter 5 of the Capital Markets Rules. The Statement’s required minimum contents are determined by reference to Capital Markets Rule 5.97. The Statement provides explanations as to how the Company has complied with the provisions of the Code, presenting the extent to which the Company has adopted the Code and the effective measures that the Board has taken to ensure compliance throughout the accounting period with those Principles. |
We are required to report on the Statement of Compliance by expressing an opinion as to whether, in light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have identified any material misstatements with respect to the information referred to inCapital Markets Rules 5.97.4 and 5.97.5, giving an indication of the nature of any such misstatements.
We are also required to assess whether the Statement of Compliance includes all the other information required to be presented as per Capital Markets Rule 5.97.
We are not required to, and we do not, consider whether the Board’s statements on internal control included in the Statement of Compliance cover all risks and controls, or form an opinion on the effectiveness of the Company’s corporate governance procedures or its risk and control procedures. |
In our opinion, the Statement of Compliance has been properly prepared in accordance with the requirements of the Capital Markets Rules issued by the Malta Financial Services Authority.
We have nothing to report to you in respect of the other responsibilities, as explicitly stated within the Other information section. |
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Remuneration report The Capital Markets Rules issued by the Malta Financial Services Authority require the directors to prepare a Remuneration report, including the contents listed in Appendix 12.1 to Chapter 12 of the Capital Markets Rules. |
We are required to consider whether the information that should be provided within the Remuneration report, as required in terms of Appendix 12.1 to Chapter 12 of the Capital Markets Rules, has been included. |
In our opinion, the Remuneration report has been properly prepared in accordance with the requirements of the Capital Markets Rules issued by the Malta Financial Services Authority. |
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Other matters on which we are required to report by exception We also have responsibilities under the Maltese Companies Act (Cap. 386) to report to you if, in our opinion: ● adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us. ● the financial statements are not in agreement with the accounting records and returns. ● we have not received all the information and explanations which, to the best of our knowledge and belief, we require for our audit. We also have responsibilities under the Capital Markets Rules to review the statement made by the directors that the business is a going concern together with supporting assumptions or qualifications as necessary. |
We have nothing to report to you in respect of these responsibilities. |
Other matter – use of this report
Our report, including the opinions, has been prepared for and only for the Parent Company’s shareholders as a body in accordance with Article 179 of the Maltese Companies Act (Cap. 386) and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior written consent.
Appointment
We were first appointed as auditors of the Company on 25 October 2000. Our appointment has been renewed annually by shareholder resolution representing a total period of uninterrupted engagement appointment of 24 years. The Company became listed on a regulated market on 30 January 2018.
Stefan Bonello
Principal
For and on behalf of
PricewaterhouseCoopers
78, Mill Street
Zone 5, Central Business District
Qormi
Malta
29 May 2025