Company Registration No. C 56012
VBL PLC
Annual Financial Report
and
Financial Statements
31 December 2025
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
1
CONTENTS
Pages
General information 2
Directors’ report 3 - 15
Remuneration report and statement of the Directors 16 - 18
Statement by the Directors on Compliance with the Code of Principles of
Good Corporate Governance 19 - 27
Statement of comprehensive income 28
Statement of financial position 29
Statement of changes in equity 30
Statement of cash flows 31
Notes to the financial statements 32 - 57
Independent auditor’s report 58 - 64
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
2
GENERAL INFORMATION
Registration
VBL Plc is registered in Malta as a public limited liability company under the Maltese Companies Act (Cap. 386).
The company’s registration number is C 56012. Since last publication, there were no changes to the name of the
reporting entity.
Place of domiciliation
Malta
Principal place of business
Malta
Directors
Dr. Andrei Imbroll
Mr. Artur Haze
Dr. Geza Szephalmi
Mr. David Galea Souchet
Mr. Julian Tzvetkov
Ms. Isabella Vella
Dr. John Attard (appointment expired on 31 July 2025)
Company secretaries
Dr. Joseph Borg Bartolo and Dr. Mikiel Calleja
Registered office and principal place of business
54, Marsamxett Road
Valletta VLT 1853
Malta
Principal bankers
Bank of Valletta p.l.c.
184, Triq In-Naxxar
San Gwann SGN 9030
Malta
Auditor
RSM Malta
Mdina Road
Zebbug ZBG 9015
Malta
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
3
DIRECTORS’ REPORT
The Directors present their annual financial report and audited financial statements of VBL Plc (“the Company”)
for the year ended 31 December 2025.
Principal activities
The Company is involved in property ownership and the full process of real estate acquisitions, integrated real
estate development, property management, operations, utilisation (rental) and disposal of properties. The
Company’s main market of operation is Valletta, which is a UNESCO world heritage site, and is a protected,
unique and fortified city, the political and administrative centre of Malta.
During the course of over ten years of operations, the Company has established itself as one of the largest and
most active investors in immovable property in Valletta (based on the number of owned, acquired and developed
units, and the number of operated/managed properties in Valletta). The Company has a successful track record
of identifying, acquiring, developing and managing real estate all around Valletta.
The Company’s principal areas of activities are as follows:
A. Property ownership, regeneration and maintenance;
B. Identification and acquisition of real estate assets in the city of Valletta, and the consolidation of acquired
properties to achieve sizeable development projects, spanning the planning and permitting stage to the
preparation and development of the projects;
C. Execution, on a project-by-project basis, of the restructuring, conceptualisation, re-development,
re-generation and renovation of acquired real estate assets, including regeneration and improvement of
related areas, neighbourhoods or districts of the capital city, improving overall quality of life for the local
community and residents, creating modern, liveable community areas and supporting development of social
and cultural activities;
D. Operation and management of commercial and residential real estate assets with a view to generating a
growing recurring rental income; or sale, and occasionally management for the new owners, of the
re-developed assets, where the commercial opportunity to dispose of the asset secures higher margins than
its on-going operation. This operational area also includes the management of other third-party real estate
assets for accommodation, commercial and office space and the provision of professional operation and
management of established hotels and hostels, by leveraging on VBL’s existent operational structures and
highly skilled management team, while providing high value-added services and overall solution to owners of
such assets.
The Company has developed fully integrated professional skills and management structure with large range of
in-house capabilities in each of the principal activities undertaken by the Company, ranging from the asset
acquisition, asset regeneration/renovation/development, management and operation activities. The Company
has established and operates a vertically integrated business process, based on a very well defined and focused
target market, where it has proven skills to deliver on all aspects the whole cycle, whereby ensuring the high
quality of products and/or services based on established in-house systems and structures, supported by a
selection of trusted long-term business partners and sub-contractors to ensure efficiency and to reduce
dependency on more vulnerable, short-term commercial relations, thus also ensuring that maximum benefit is
derived from all activities.
Review of Business Development and Financial Position of the financial year 2025
The Company’s financial performance remained stable during the reporting period and continued to build on the
growth achieved in previous years. During the reporting period, the Company delivered strong revenue growth,
with revenues increasing by 26% compared to the prior year. This improvement translated into a significant
enhancement in operational profitability, with Operational EBITDA rising to €1,438,132 from €1,016,636 in the
previous year, while the Operational EBITDA margin increased to 84% from 75%.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
4
DIRECTORS’ REPORT - continued
Review of Business Development and Financial Position of the financial year 2025 - continued
The Company’s operations continue to be influenced by broader market dynamics, including global economic
conditions, airline seat capacity, changes in consumer prices, services inflation and labour market quality and
supply challenges. Notwithstanding these external factors, the Company successfully progressed with the
implementation of its strategic initiatives during the reporting period. This includes the continued execution of its
renovation programme and the further consolidation of its presence within the Valletta hospitality market through
the addition of new units to its hospitality portfolio.
Throughout the year, the Company maintained a clear strategic focus on its core market of Valletta, strengthening
its position while delivering on its planned growth objectives.
In the reporting period, the Company has continued to progress with its development programme, which has
resulted into €1,423,803 of Investment Income for the period (2024: €2,520,977), as the balance of fair value
movement of individual portfolio assets and an overall significant increase in the book value of Investment
Properties amounting to €4,115,630.
The proportion of renovated operational assets continues to grow, however it remains relatively low compared to
the Company’s total owned portfolio, a position which will change considerably upon completion of the ongoing
developments. As of 31 December 2025, only about 30% of the Company’s owned assets, based on square
meters, were operational and revenue generating. The remaining part of the Company owned assets are under
development or are being prepared for development, which projects significant growth opportunities in the coming
years, resulting from the conversion of the owned non-performing assets into renovated, revenue generating
properties. In the course of the current business year, the development activity of the Company was progressing
overall in line with previously declared plans and additional unconverted assets were transformed to operational
properties, adding circa 300 square meters to the developed operational portfolio of revenue generating assets,
in addition to several other ongoing development projects. During the year, the Company has also continued the
renovation and conversion of the Silver Horse Block Phase 2 (“SHB2”) property, for which a Full Development
Permit (“FDP”) has been secured for an 88-room four-star hotel, including Tourism Compliance Certification
issued by the Malta Tourism Authority (“MTA”). Achievement of this key milestone was crucial for the Company
to continue its course towards opening the first international hotel brand in Valletta. As previously announced, the
completion of the SHB2 property is scheduled for the second half of year 2026, with the interim project
development delays and usual complications resulting from the nature of the renovation and regeneration of old,
historic properties expected to be largely resolved during the process. With the expected handover of the
Company’s current flagship project, and the revenue generation expected from this asset, the Company’s
financial and operational profile is projected to further improve and strengthen, maintaining the delivery of the
long-term plans and projections.
The Company continued using its long-term banking development financing facility and the redeemable bond
financing raised in prior periods, in line with the progress of the development programme. The unused bond
proceeds were temporarily utilised as defined in the bond prospectus. The Company’s overall leverage, however,
remains very low. Third-party borrowings ratio remains at approximately 28%, as a result of the conservative
management approach.
The core activity and the most significant value driver for the Company is real estate acquisitions and
development, which accounts for the most significant value changes in the Company’s accounts. The Company
therefore reflects the investment income as a separate line item, right under total revenues. In the reporting
period, Investment Income has reached €1,423,803 (2024 Investment income was €2,520,977), the year-on-year
difference being due to the project development particularities, and in line with expectations.
The current development cycle, including the Company’s current flagship project, SHB2, projects considerable
square meters to be completed and handed over to operations beyond year 2025, in line with earlier disclosed
plans. Thus, the significant development works carried out in 2025 on the Company’s asset portfolio will contribute
to the investment property fair value development and growth of the net book value, upon completion and
handover of the ongoing development projects.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
5
DIRECTORS’ REPORT - continued
Review of Business Development and Financial Position of the financial year 2025 - continued
Investment property fair value and net book value is a reflection of the property’s current state and thus, does not
reflect the potential value of the asset at completion.
ACTUAL
ACTUAL
VARIANCE
Jan - Dec
Jan - Dec
2025 ACTUAL VS 2024 ACTUAL
2025
2024
€
€
€
%
Revenue
1,712,241
1,355,935
356,306
26%
Investment Income 1,423,803
2,520,977
(1,097,174)
(44%)
Cost of Sales
(17,923)
(25,497)
7,574
(30%)
Gross Profit
3,118,121
3,851,415
(733,294)
(19%)
GOP Margin 99%
99%
0%
Other Operating Income 354,475
355,348
(873)
0%
Total Operating Costs
(610,661)
(669,150)
58,489
9%
EBITDA
2,861,935
3,537,613
(675,678)
(19%)
EBITDA Margin
91%
91%
0%
EBITDA (Operational)
1,438,132
1,016,636
421,496
41%
EBITDA Margin (Operational)
84%
75%
9%
Notes: Operational EBITDA and Operational EBITDA margin are calculated without investment income.
Dividends and Reserves
During the year ended 31 December 2025, gross dividends amounting to €220,000 (0.08829 euro cents per
ordinary share) (2024: €200,000) were declared, while actual net dividends paid during the year amounted to
€209,000 (2024: €200,000).
The Directors have proposed the balance of retained earnings amounting to €17,809,450 (2024: €16,427,652)
be carried forward to the next financial year.
Listed Company Status
VBL Plc., as the principal company of the Group, is a listed entity at the Malta Stock Exchange (“MSE”). In the
reporting year, there was no change in the number of the issued ordinary shares.
As at 31 December 2025, 100% of the Company’s equity and issued share capital is listed on the MSE with a
total number of shares in issue of 249,179,183. All shares of the Company are ordinary shares, with nominal
value of €0.20 each, and have the same shareholders’ rights.
The authorised share capital of the Company is €66,000,000.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
6
DIRECTORS’ REPORT - continued
Events After the End of the Reporting Period
There were no specific, materially important, events affecting the Company or its long-term outlooks, which
occurred since the end of the reporting year. The long-term effects and uncertainties of the current global political
and economic situation are currently not considered quantifiable, however, the global security and geopolitical
uncertainties and challenges might have an impact on the Company’s long-term business and development
strategy. The Directors’ current view is that, despite the current global economic situation, the niche market in
which the Company operates, and the specific characteristics of the Company’s property portfolio remains a
competitive advantage and supports the adopted long-term business strategy.
Future Developments
The Company remains committed to sustaining its already proven dynamic growth trajectory through the
continued implementation of its declared strategy and the execution of its announced development programme
relating to its owned assets.
Alongside the possible future expansion of its asset base, the Company continues to focus on further enhancing
operational efficiencies and optimising the utilisation of its already developed properties, in line with its long-term
business strategy and financial objectives.
The Company’s ongoing renovation and regeneration programme remains a key driver of value creation. Through
this programme, the Company continues to convert historic properties within its Valletta-based portfolio into
modernised, revenue-generating rental assets, while preserving their architectural and cultural heritage. These
initiatives not only strengthen the Company’s increasingly diversified operational platform but also support the
sustainable revitalisation of Valletta’s historic urban environment.
In parallel, the Company continues to actively build and maintain a proprietary pipeline of opportunities within the
Valletta real estate market, which represents a strong foundation for future growth. The Company’s acquisition
strategy remains highly selective and opportunistic, with a particular focus including larger or landmark properties
that offer substantial redevelopment and value creation potential.
Over time, the Company has developed significant expertise in identifying and unlocking complex ownership and
development situations, particularly in historically sensitive urban environments. This capability represents a key
competitive advantage and continues to serve as an important driver of the Company’s future growth and value
creation. The Company’s proven track record enables it to acquire properties with complex ownership or structural
characteristics at attractive terms that are typically not accessible through the open market.
Importantly, a number of identified opportunities within the Company’s proprietary acquisition pipeline are not
currently reflected in the valuation of the Company’s existing asset portfolio (similarly to the properties on promise
of sale status), yet they represent meaningful additional value potential once executed. The successful realisation
of these opportunities is expected to contribute further to the expansion of the Company’s asset base and revenue
generation capacity.
Looking ahead, the Company expects further growth in both revenues and asset values through the progressive
realisation of this proprietary pipeline, supported by the continued implementation of its acquisition, development
and operational strategy. The timing and scale of these initiatives remain dependent on available investment
resources, financing conditions and prevailing market dynamics.
Ongoing development projects within the Company’s portfolio are currently valued on a project value basis,
considering the current development status and not reflecting the anticipated value of the assets upon full
completion. As regeneration works progress and projects reach completion, the Company expects to unlock
significant additional property value. Based on current development plans and execution timelines, these projects
are projected to deliver meaningful increases in property value over the medium to long term, in line with the
specific project milestones and updates periodically communicated by the Company.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
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DIRECTORS’ REPORT - continued
Future Developments - continued
Overall, the Company remains confident that the consistent execution of its strategy, together with its established
presence in the Valletta market and its growing development pipeline, positions it well to continue delivering
sustainable growth and long-term value creation for its stakeholders.
Financial Risk Management
The Company is exposed to a range of financial risks arising from its operations and financing activities, including,
among others, market risk, credit risk and liquidity risk. The Company’s risk management framework seeks to
identify, monitor and manage these risks in order to minimise potential adverse effects on the Company’s financial
performance and financial position.
The Company’s overall risk management approach focuses on the potential volatility and unpredictability of
external market conditions and core operational and financial markets. Accordingly, management continuously
monitors the developments in the economic and financial environment and implements appropriate measures
aimed at mitigating the potential impact of such risks on the Company’s operations.
The Company applies a variety of analytical tools and methods to assess the different types of financial risks to
which it is exposed. These include, among others, sensitivity analysis, scenario and assumption modelling, and
ageing analysis in relation to credit exposures. Such analyses assist management in evaluating potential risk
exposures and in determining appropriate mitigation strategies.
Responsibility for the implementation of the Company’s risk management framework rests with executive
management, operating under policies and procedures approved by the Company. These policies provide
guidance on the identification, assessment and monitoring of financial risks, while also establishing appropriate
internal controls, risk management procedures and exposure limits.
Through this structured risk management approach, the Company aims to maintain prudent financial
management and operational environment, while supporting the sustainable growth and further development of
its operations.
Environmental, Social and Governance (ESG) responsibility and commitment
ESG Commitment and Approach
The Company recognises that sustainable and responsible business practices are fundamental to the long-term
resilience, competitiveness and value creation of its operations. Environmental, Social and Governance (“ESG”)
considerations therefore form an integral part of the Company’s strategic decision-making, operational
management and corporate culture.
The Board of Directors, management team, employees and investors increasingly recognise the importance of
embedding environmentally and socially responsible, ethical and sustainable practices across the Company’s
activities. In response, the Company has established a dedicated internal leadership structure responsible for
overseeing ESG-related matters, ensuring that sustainability considerations are integrated into operational and
strategic planning.
This leadership structure coordinates ESG initiatives across the Company’s key business areas — development,
real estate management and hospitality operations — while promoting awareness and engagement among
employees, contractors, partners and other stakeholders. The Company aims to demonstrate a genuine
commitment to responsible business conduct by continuously strengthening internal policies, improving
operational processes where the Company has influence, and contributing to greater ESG awareness within its
core market of operation.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
8
DIRECTORS’ REPORT - continued
Environmental, Social and Governance (ESG) responsibility and commitment - continued
ESG Commitment and Approach - continued
The Company’s ESG strategy is guided by three principal objectives:
Preserving environmental and architectural heritage, particularly within historic urban areas such as
Valletta;
Promoting responsible and inclusive workplace practices across its workforce and supply chain; and
Maintaining strong corporate governance and regulatory compliance as a publicly listed company.
These objectives support the Company’s broader mission of contributing to a sustainable economic and social
ecosystem while ensuring the long-term sustainability and profitability of its operations.
During the reporting period, the Company continued to strengthen its awareness and assessment of ESG-related
risks and opportunities, recognising their increasing importance in navigating an evolving regulatory environment
and supporting long-term corporate success.
Environmental Responsibility
Environmental considerations are particularly relevant to the Company given the nature of its activities in property
restoration, development, real estate management and hospitality operations, especially within historically
sensitive urban environments.
The Company’s environmental strategy is centred on the 3R methodology — Reduce, Reuse and Recycle —
which guides the design, development and operational management of its properties.
The Company places strong emphasis on adaptive reuse of existing buildings, minimising environmental impact
while preserving the architectural and cultural heritage of the properties under its management.
Sustainable Development Practices
Within the development phase, the Company focuses primarily on restoration and regeneration projects rather
than greenfield construction. Key environmental initiatives include:
Prioritising restoration and adaptive reuse of existing buildings, thereby avoiding greenfield development
and avoiding additional land consumption;
Limiting new construction materials use through the regeneration and strengthening of existing structural
elements, including floor slabs and load-bearing structures;
Reuse of traditional Maltese architectural materials, including historic cement tiles, limestone blocks and
stone slabs (xorok) recovered from renovation works;
Restoration and reuse of original wooden beams and structural timber elements found within historical
properties;
Reduction of construction waste through the repurposing and integration of existing structural
components wherever feasible;
Storage and reuse of recovered materials, including limestone, xorok (traditional Maltese stone slabs),
wooden apertures and traditional tiles, which are systematically catalogued and reused across the
Company’s projects.
These practices significantly reduce construction waste, lower the environmental footprint of development
projects and contribute to the preservation of Malta’s architectural heritage.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
9
DIRECTORS’ REPORT – continued
Environmental, Social and Governance (ESG) responsibility and commitment - continued
Sustainable Property and Hospitality Management
Environmental management continues throughout the operational lifecycle of the Company’s properties. Key
operational initiatives include:
Reduction and gradual elimination of single-use plastics across hospitality operations through increasing
introduction of refillable dispensers and reusable guest amenities, aiming to achieve total replacement of
single use plastics;
Furniture conservation and relocation programmes, allowing restored traditional furniture to be reused
across the Company’s portfolio;
Creative repurposing of obsolete architectural elements, such as apertures and wooden frames, into
artistic and decorative features;
Installation of Room Management Systems (RMS) in newer developments, allowing automated control
of lighting, heating and cooling systems;
Implementation of energy management systems designed to optimise electricity consumption;
Water conservation initiatives, including the installation of flow-control devices and water efficiency
measures;
Use of energy-efficient lighting systems and operational practices aimed at reducing unnecessary energy
consumption.
These initiatives collectively support the Company’s objective of reducing resource consumption and improving
operational efficiency while maintaining high hospitality standards.
Social Responsibility
The Company recognises that its workforce, service providers and local communities are fundamental to the
sustainable development of its business.
The Company therefore strives to maintain a working environment based on fairness, professional knowledge
and skills, transparency and supporting ongoing professional development, while ensuring that workplace
standards are consistently applied across both directly employed and outsourced personnel.
Key characteristics of the Company’s workforce include:
Representation of more than ten nationalities, including Maltese, EU and non-EU employees;
An open and transparent recruitment process and management structure, with employment decisions
based on merit and professional competence;
Equal treatment across all employment levels regardless of nationality, status, background or
employment arrangement.
The Company considers cultural diversity to be a valuable asset that enhances service quality, operational
flexibility and innovation.
Workplace Culture and Employee Engagement
The Company actively promotes a corporate culture built on professional knowledge and ethics, skills, openness,
fairness and mutual respect.
Key principles guiding workplace practices include:
An open-door management policy encouraging transparent communication between employees and
management;
Equal opportunities for career development and professional advancement;
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
10
DIRECTORS’ REPORT - continued
Environmental, Social and Governance (ESG) responsibility and commitment - continued
Workplace Culture and Employee Engagement - continued
Ongoing training and professional development programmes, particularly in hospitality service standards,
property management, health and safety practices and sustainability awareness;
Maintenance of a safe and healthy working environment across construction, development and hospitality
operations;
Respectful integration of employees from different cultural backgrounds within a collaborative workplace
environment.
The Company believes that maintaining a supportive and inclusive workplace contributes significantly to
employee retention, service quality and long-term operational stability.
Community and Cultural Heritage
The Company’s activities are closely connected to the preservation of Malta’s architectural and cultural heritage,
particularly within Valletta and surrounding historic areas.
Through its property restoration projects, the Company contributes to:
The preservation of historically significant buildings;
The revitalisation of historic urban environments;
The sustainable development of tourism infrastructure in culturally sensitive areas.
These initiatives contribute positively to the wider community and support the long-term attractiveness of Malta’s
tourism sector and the promotion of the Maltese Heritage.
Governance
Strong corporate governance is fundamental to maintaining investor confidence, ensuring regulatory compliance
and supporting the long-term sustainability of the Company.
As a publicly listed entity, the Company operates within a strict regulatory framework and adheres to recognised
corporate governance principles and best practices.
The Company is regulated by the Malta Financial Services Authority (MFSA), which oversees financial markets
and listed entities in Malta.
Corporate Governance Framework
The Company maintains a governance framework designed to ensure accountability, transparency and effective
oversight. Key governance principles include:
Clear organisational structures and defined decision-making responsibilities;
Board-level oversight of strategic and operational matters;
Internal policies and procedures designed to ensure compliance with regulatory requirements;
Regular financial reporting and transparent communication with shareholders and investors.
The Company continuously seeks to strengthen its governance framework in line with evolving regulatory
expectations and market practices.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
11
DIRECTORS’ REPORT - continued
Environmental, Social and Governance (ESG) responsibility and commitment - continued
Regulatory Compliance
The Company maintains strict compliance with applicable regulatory and legal requirements, including:
The General Data Protection Regulation (GDPR), ensuring the protection and responsible handling of
personal data;
International standards relating to Anti-Money Laundering (AML) and counter-terrorist financing;
Corporate governance rules applicable to listed entities.
Internal procedures are in place to ensure that all employees and business partners adhere to applicable laws,
regulations and ethical standards.
Ethical Conduct and Political Neutrality
The Company maintains a strong commitment to ethical business conduct and responsible corporate behaviour.
Key governance principles include:
Transparent financial and operational reporting;
Ethical conduct across all business activities;
Compliance with applicable laws and regulatory standards;
A strict policy of political neutrality, with the Company maintaining no political affiliations or engagements.
Planned Future Direction
The Company recognises that ESG considerations will continue to grow in importance for investors, regulators
and stakeholders. Accordingly, the Company remains committed to strengthening its ESG practices, improving
internal monitoring processes and enhancing transparency in its sustainability reporting.
By integrating ESG considerations into its long-term strategy, the Company aims to contribute to sustainable
economic development, preserve Malta’s architectural heritage and create lasting value for shareholders,
employees and the communities in which it operates.
Outlook and Going Concern
The Directors are currently of the opinion that, despite potential short- to medium-term volatility in both global and
local markets, the Company remains a going concern over the long term. Management expects the Company’s
financial performance to continue benefiting from its resilient portfolio of prime real estate assets in the historic
city of Valletta, which provides strong positions for sustainable, long-term growth, continuing building on the same
trend of the past years. The Company’s development and growth trajectory is supported by its conservative
business and financial strategy, alongside the ongoing execution of its declared development programme. The
Directors anticipate that the core markets, industry dynamics, and general economic environment should remain
stable over the medium to long term, despite the current global uncertainties, enabling the Company’s financial
performance to follow a consistent and positive trend.
Ongoing renovation and regeneration projects are progressing materially in line with expectations, effectively
managing sector-specific challenges and interim delays. These projects are generally forecasted to conclude
according to communicated schedules over the coming years, subject to successfully overcoming the challenges
arising from the nature of the Company’s core business – regeneration and renovation of historic assets in a
World heritage environment - and the prevailing market risks and economic conditions remaining stable or
improving.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
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DIRECTORS’ REPORT - continued
Outlook and Going Concern - continued
The Company’s conservative leverage, low indebtedness, and structured long-term development financing
provide strong resilience against internal and external industry or financial pressures. Current inflationary and
interest rate trends disproportionately impact companies with weaker balance sheets and less robust asset bases,
positioning the Company advantageously in comparison.
The prevailing economic and market conditions may also present new opportunities, which the Company intends
to pursue to enhance its core offerings, while maintaining a clear strategic focus.
Based on the current known market environment and anticipated business developments, the Directors are
confident that the Company will continue to operate as a going concern.
Principal Risks and Uncertainties
The key risk factors the Company is facing, have been categorised under five main categories, according to
whether the risk factors relate to:
(i.) risks relating to the acquisition and disposal of immovable property;
(ii.) risks relating to construction and development of immovable property;
(iii.) risks relating to management and operation of immovable property;
(iv.) risks related to the change of interest rates and the conditions of financing deriving from the overall global
economy, local financial market, global and European inflationary environment and Euro-based interest
rates; and
(v.) risks relating to the general business and operations of the Company, including global political and
economic instability, cyber threats, geopolitical or supply chain risks. This category of risk factors is
intended to encapsulate those risk factors that concern the day-to-day operations and activities of the
Company, regardless of the line of operations concerned and are, therefore, considered to apply equally
to each of the individual business lines referred to in categories (i) to (iv).
In addition, the Board of Directors considers that in view of the concentration of the Company’s immovable
properties in Valletta, it is appropriate to identify those specific risks that are attributable to, or associated with,
the market for immovable property situated in Valletta, taking into account the unique characteristics of the Valletta
market, its historic and political/administrative background. Those risks relating specifically to the Valletta
immovable property market that are identifiable at the date hereof have been included within the main categories
referred to above respectively.
If any of the risks described were to materialise and could not be mitigated under reasonable terms, they could
have a serious effect on the Company’s financial results, financial condition, operational performance, business
and/or trading prospects. The risks and uncertainties discussed above are those identified as such by the Board
of Directors as at the date of this Report, but these risks and uncertainties may not be the only ones that the
Company faces or could face. Additional risks and uncertainties, including any which the Board of Directors are
not currently aware of, or that the Board of Directors currently deem immaterial or remote, individually or
cumulatively, may well result in a material impact on the financial results, financial condition, operational
performance, and/or trading and development activities of the Company.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
13
DIRECTORS’ REPORT - continued
Shareholding Structure of the Company Pursuant to Capital Markets Rule 5.64
The issued share capital of the Company as at the date of this report is 249,179,183 ordinary shares with a
nominal value of €0.20 per share. All shares are listed on the Malta Stock Exchange and hold the same rights.
The Company’s shareholders holding 5% or more in direct or indirect shareholding are:
Shareholder's Name
Number of Shares
(owned directly)
VBLM Limited 46,000,010
Artur Haze 44,010,815
Geza Szephalmi 40,433,395
Andrei Imbroll 36,945,655
Sorbusenco Enterprises Limited 22,635,560
Petrolsped (Malta) Ltd 14,997,045
Julian Tzvetkov 12,005,245
VBLM Limited is a management company, which has entered into a Management Services Agreement with the
Company, pursuant to which VBLM Limited provides the Company, and other entities falling within the Group,
with, inter alia, senior executive and strategic management and other support services. There are no restrictions
on the transfer of shares of the Company, nor other limitations on the holding of securities or the need to obtain
the approval of the Company or other holders of securities.
Rules Governing the Amendment of the Memorandum and Articles of Association Pursuant to Capital
Markets Rule 5.64.8
An amendment to the Memorandum and Articles of Association would require an extraordinary resolution, which
must be passed by shareholders holding:
- Not less than seventy-five per cent (75%) in nominal value of the shares represented and entitled to vote
at the meeting; and
- At least fifty-one per cent (51%) in nominal value of all the shares entitled to vote at the meeting.
If one of the above majorities is obtained but not both, another meeting must be convened within 30 days to take
a fresh vote. At that second meeting, the resolution may be passed by shareholders holding not less than 75% in
nominal value of the shares represented and entitled to vote. However, if more than half in nominal value of all
shares having the right to vote is represented at that meeting, a simple majority of such shares represented shall
suffice.
Powers of the Board Members Pursuant to Capital Markets Rule 5.64.9
The powers of the Directors are outlined in Article 49 of the Articles of Association of the Company.
Disclosure of Material Contracts Pursuant to Capital Markets Rule 5.70.1
The Company is party to a number of material value contracts, including contracts entered into in connection with
the acquisition, rental or disposal of real estate assets, the renovation or development of real estate assets, and
the subsequent lease and operating agreements in connection with real estate assets, which are considered
contracts in the ordinary course of business. All of those contracts have been entered into in the ordinary course
of the Company’s business and are considered to be at arm’s length and under the general business and ethical
standards applied by peer companies, globally.
As at the date of this Report, the Board of Directors considers that the only material contract entered into outside
the ordinary course of business of the Company is the Management Services Agreement with VBLM Limited, a
structure in place since the establishment of the VBL Group, and details of which have been disclosed by the
Company in various communications and also published in Section 4.3 of the Registration Document
(Prospectus), dated 04 October 2024 and further detailed in the Directors’ Remuneration Report section of this
document.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
14
DIRECTORS’ REPORT - continued
Company Secretary and Registered Office of the Company Pursuant to Capital Markets Rule 5.70.2
Dr. Joseph Borg Bartolo and Dr. Mikiel Calleja
54, Marsamxett Road, Valletta VLT 1853 Malta
Statement of Responsibility Pursuant to Capital Markets Rule 5.68
The Directors declare that to the best of their knowledge, the financial statements included in the Annual Financial
Report are prepared in accordance with the requirements of International Financial Reporting Standards as
adopted by the European Union, as amended from time to time and these statements give in all material aspects
a true and fair view of the assets, liabilities, financial position and results of the Company and that this report
includes a fair review of the development and performance of the business and position of the Company, together
with a description of the principal risks and uncertainties that it faces.
Indemnification of the Directors and Senior Management by the Annual General Meeting
In line with standard international practices and Article 148 of the Maltese Companies Act, and the relevant
European and international corporate governance practices, since inception, the Company’s Directors propose
to the Annual General Meeting of the Company, a resolution on the indemnification of the Directors and Senior
Management, related to the year of reporting, to indemnify the members of the Board of Directors and Senior
Management of the Company from liabilities and expenses to which any such person(s) may become a party as
a result of such individual’s acts carried out for and on behalf of the Company, or any of its associated companies,
subsidiaries or affiliates, limitedly in so far as such acts are carried out in the individual’s capacity as a Director
or Senior Manager, as applicable.
The purpose of such resolution, in line with the applicable Maltese laws and corporate governance standards, is
to obtain shareholder approval in order to allow for an indemnity to be provided by the Company to the directors
and senior management. Such indemnification, as per law, is excluding the cases of fraud, criminal act, gross
negligence and alike. This, if proposed and consecutively approved by the Annual General Meeting of the
Company would result in the said person/s being protected (within the limits of the applicable Maltese laws) for
any liabilities and expenses that may arise as a result of their duties being exercised for and on behalf of the
Company or associated companies, subsidiaries or affiliates.
Board of Directors
The Board of Directors of the Company currently consists of the following Directors:
Mr. Artur Haze, Non-Executive Director, Member of the Audit Committee
Mr. David Galea Souchet, Non-Executive Director, Chairman of the Audit Committee
Dr. Andrei Imbroll, Executive Director
Dr. Geza Szephalmi, Chairman and Executive Director
Mr. Julian Tzvetkov, Executive Director
Ms. Isabella Vella, Non-Executive Director, Member of the Audit Committee
Under the provisions of the Company’s Memorandum and Articles of Association, the appointment of the Directors
happens at the Company’s General Meeting.
Auditors
A proposal will be submitted to the Annual General Meeting to re-appoint RSM Malta as Auditor to the Company
for year 2026 and to set their remuneration for the period.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
15
DIRECTORS’ REPORT - continued
Statement of Directors’ responsibilities for the financial statements
The Maltese Companies Act (Cap. 386), requires the Directors to prepare financial statements for each financial
year which give a true and fair view of the financial position of the Company as at the end of the financial year
and of the profit or loss for that year.
In preparing the financial statements, the Directors are responsible for:
adopting the going concern basis unless it is inappropriate to presume that the Company will continue in
business as a going concern;
selecting suitable accounting policies and applying them consistently;
making judgements and accounting estimates that are reasonable and prudent;
accounting for income and charges relating to the accounting period on accrual basis;
valuing separately the components of asset and liability items;
reporting comparative figures corresponding to those of the preceding accounting period; and
preparing the financial statements in accordance with International Financial Reporting Standards (IFRS
Accounting Standards) as adopted by the European Union (EU).
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at
any time the financial position of the Company and to enable the Directors to ensure that the financial statements
comply with the Maltese Companies Act (Cap. 386). This responsibility includes designing, implementing and
maintaining such internal control as the Directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error. The Directors are also
responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
Additionally, the Directors are responsible for:
the preparation and publication of the Annual Financial Report, including the financial statements and the
relevant tagging requirements therein, as required by Capital Markets Rule 5.56A, in accordance with the
requirements of the European Single Electronic Format Regulatory Technical Standard as specified in
the Commission Delegated Regulation (EU) 2019/815 (the “ESEF RTS”)
designing, implementing and maintaining internal controls relevant to the preparation of the Annual
Financial Report that is free from material non-compliance with the requirements of the ESEF RTS,
whether due to fraud or error, and consequently, for ensuring the accurate transfer of the information in
the Annual Financial Report into a single electronic format.
Signed on behalf of the Board of Directors on 29 April 2026 by Mr. Julian Tzvetkov (Director) and Dr. Andrei
Imbroll (Director) as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction
with the Annual Financial Report and Financial Statements.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
16
REMUNERATION REPORT AND STATEMENT OF THE DIRECTORS
In line with the Capital Markets Rules (the “Rules”), as set out in Chapter 12 of the Rules, the Company is subject
to draw up a Remuneration Report in line with the requirements as detailed in the Appendix 12.1 of Chapter 12,
providing an overview of the remuneration to the directors of the Company.
The Company is also subject to the Code of Principles (the “Code”) forming part of the Capital Markets Rules,
and in terms of the respective Rule (8A.4) the Company is to include a Remuneration Statement in its Annual
Financial Report with the details of the remuneration policy of the Company and the remuneration of the Directors.
In terms of the effective Remuneration Policy of the Company (“Remuneration Policy”), and the principles
presented in the Listing Prospectus, and in alignment and compliance with the relevant and applicable guidelines,
the Board has reviewed the principles and the relevant guidelines and has concluded that based on the
significance of the Company in terms of its size and that of its operations, clients, the structure of its internal
organisation, and the nature, scope and complexity of the activities of the Company, this Policy does not require
a separate Remuneration Committee to be set-up and the responsibilities attributed to overseeing the
Remuneration Policy of the Company shall be performed by the Board of Directors. This Remuneration Policy is
reviewed regularly or as required and any material amendments thereto shall be submitted to the General Meeting
of the Company for adoption. In the reporting period, there were no changes to the Remuneration Policy.
Remuneration related to the Directors, in accordance with the Remuneration Policy
Directors’ Fees
The resolution by the Shareholders of the Company at the Annual General Meeting held on 31 July 2025,
approving the aggregate total annual remuneration of the Board of Directors, set the directors’ fees for one year
at a total of €72,000.
The directors’ fees are defined as a fixed annual amount and are reviewed and approved at the Annual General
Meeting of the Company.
The total directors’ fees paid during the financial year 2025 to the Board of Directors was €79,000, reflecting the
number of directors in office. According to the existing Remuneration Policy, the Directors are not entitled to
variable fee or other remuneration or benefits related to their directors’ position within the Company or from any
undertakings belonging to the same Company, meaning a parent undertaking and any subsidiary undertaking.
The Directors of the Company have not been granted any shares or shares options in the reporting period, as
part of their remuneration.
After an assessment of the market conditions and the particularities of the Company, the Directors have
concluded that the remuneration of the Board of Directors of the Company is considered to be in line with the size
of its operations and general applicable industry standards, and the nature, scope and complexity of its activities
and in compliance with the Remuneration Policy with no deviations from the procedure for the implementation of
the Remuneration Policy.
The Remuneration Policy of the Company is unchanged since its introduction at the Company’s Annual General
Meeting in 2022, and since there were no changes to remuneration structure of the directors. At the 2025 Annual
General Meeting (“AGM”) of the Company, the aggregate gross total remuneration of the Board of Directors of
the Company was set at €72,000 for one year. This reflects no change in the gross directors’ remuneration from
the previous year, but is a reduction in total amount from the previous years, reflecting the actual number of
directors in office.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
17
REMUNERATION REPORT AND STATEMENT OF THE DIRECTORS - continued
Remuneration related to the Directors, in accordance with the Remuneration Policy - continued
Directors’ Fees - continued
In accordance with Capital Markets Rules, Appendix 12.1 it is hereby disclosed that in the reporting period:
- No remuneration is received by the directors from any undertaking belonging to the same group (parent
and subsidiary);
- No share options were granted or offered to directors and CEO or other executives of the Company;
- No variable remuneration is part of the directors’ remuneration and there is no possibility to reclaim
variable remuneration (if any);
- No deviations from the procedure for the implementation of the Remuneration Policy are relevant in the
reporting period.
Executive Management and Services
Since its foundation, the Company has been managed by VBLM Ltd (“VBLM”), a dedicated management
company. As declared before and presented by the Company, VBLM is also a significant shareholder of the
Company and is itself owned, managed and controlled by the Executive Directors of the Company. Its core activity
is the management of the Company.
The provision of management services by VBLM reflects the long-established structure in place since the
Company’s inception. This arrangement is formalised through a management services agreement (“Management
Services Agreement”), entered into between VBLM and the Company. The nature of this relationship and the key
terms of the Agreement are described in detail in the Listing Prospectus. Under the Agreement, VBLM provides
executive, operational, and strategic management and support services to the Company and its subsidiaries.
The purpose of the Management Services Agreement is to ensure continuity of the Senior Executive Management
team that has successfully led the Company’s growth and development for over a decade. This team has been
instrumental in establishing stable operations and achieving the Company’s current financial performance and
strategic market position. The Agreement aligns management’s interests with those of the shareholders and the
Company, while securing their continued commitment to delivering the Company’s strategic objectives and
growth plans.
The existing Management Services Agreement has been extended and is currently effective until 31 December
2027. Additional details on the Management Services Agreement were presented in the Company’s prior
communication, including the Prospectus dated 4
th
October 2024 (section 4.3. of the Registration Document)
The remuneration payable by the Company to VBLM under the Management Services Agreement is comprised
of a combination of fixed and variable parts, consisting of a Retainer Fee (fixed annual fee, adjusted annually in
line with the official inflation index published by the NSO), a Variable Fee (ranging from 50% to 100% of the
Retainer Fee, and linked to achievement of pre-defined specific tasks, which is only payable following evaluation
and approval by the non-executive Directors); and a Performance Fee (related to the achievement of the mid-
and long-term value growth realised by the Company, as described in details in the Listing Prospectus). The
terms of the Agreement, including the evaluation and approval of the Variable and Performance Fees, are
monitored and overseen by the non-Executive Directors of the Company. An evaluation and assessment of the
Variable and Performance Fee is carried out by the Company’s Audit Committee and non-Executive Directors
periodically and is the basis of establishing any variable fee payable under the Management Services Agreement.
No Performance Fee has been achieved nor is payable for the past periods.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
18
REMUNERATION REPORT AND STATEMENT OF THE DIRECTORS - continued
Executive Management and Services - continued
During 2025, the Retainer Fee due to VBLM for the executive, operational and strategic management and
services provided to the Company was €453,753 (2024: €446,212), exclusive of VAT. At the end of the
Management Services Contract term, a Variable Fee amounting to €272,252 equivalent to 60% of the fixed fee
has been achieved by VBLM and inflation adjustment covering the year 2024. No Performance Fee has been
achieved nor is payable for the period.
Other than the directors’ fees and the management services fee, the Company does not provide any other pay,
remuneration or alike to its Directors for their services. Any changes to the terms of the existing Management
Services Agreement are subject to the vetting and approval of the Audit Committee and the non-Executive
Directors of the Company.
The contents of this Remuneration Report have been checked by the Auditors of the Company.
Signed on behalf of the Board of Directors on 29 April 2026 by Mr. Julian Tzvetkov (Director) and Dr. Andrei
Imbroll (Director) as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction
with the Annual Financial Report and Financial Statements.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
19
STATEMENT BY THE DIRECTORS ON COMPLIANCE WITH THE CODE OF PRINCIPLES OF
GOOD CORPORATE GOVERNANCE
The Company is subject to the Code of Principles of Good Corporate Governance
1
(the “Code”) forming part of
the Capital Markets Rules. Listed companies are required under the Capital Markets Rules issued by the Malta
Financial Services Authority to include a Statement of Compliance with the Code in their Annual Financial Report,
accompanied by a report of the independent auditors.
The Board of Directors of the Company (“BOD”, “Board” or “Directors”) restate their support for the Code and
consider that they have taken such measures as are necessary in order for the Company to comply with the
requirements of the Code to the extent that these were considered appropriate and complementary to the size,
nature and operations of the Company.
Basic Principles, in Compliance with Code Provisions:
1. The managing body of the Company is an effective Board in terms of Code Provision 1, which is responsible
for accountability, monitoring, strategy formulation and policy development as specified in Code Provision 4;
2. The Chairman of the Board does not also occupy the role of Chief Executive Officer, as envisaged in Code
Provision 2;
3. The Board is composed of six Directors, including three (3) non-executives, of whom two (2) are independent
in terms of Code Provision 3; thus retaining a healthy mix between executive and non-executives in the
composition of the Board of Directors. In the reporting period, the Board is composed of six Directors, with
three (3) non-executives, of whom two (2) are independent;
4. Members of the Board of Directors are all seasoned professionals, with significant local and international
professional track record, including that of directors of other listed companies, and proven experience in
applying the highest level of corporate governance standards and best management practices, obtained in
running large public and private companies;
5. The Board of Directors meets regularly and all Directors are given ample opportunity to discuss the agenda
and convey their opinions as specified in Code Provision 5;
6. The Company recognises the importance of professional development and seeks to ensure that there are
adequate schemes in place for professional development of management and employees in accordance
with Code Provision 6;
7. Of the members of the Board of Directors, the Audit Committee has been set up, consisting of three (3)
members. This body has the task, inter alia, of managing conflicts of interest in terms of Code Provision 11.
Conflicts of interest are also managed in terms of the Company’s Articles of Association and the Terms of
Reference of the Audit Committee;
8. The Company has not appointed a Remuneration Committee. The Board believes that the size of the
Company and the Board itself does not warrant the setting up of an ad hoc committee to establish the
remuneration packages of individual directors, as all directors are remunerated equally for their directorship,
and relies on the constant scrutiny of the Board itself, the Company’s shareholders, the nature and the size
of the Company, as well as the market and the rules by which the Company is regulated as a listed company.
The Board shall retain this matter under review over the coming years;
9. The Nomination Committee has been appointed by the Board of Directors with majority of non-executive
directors, as members. The Nomination Committee is responsible to run a transparent nomination process
for the election/re-election of any members, as required, and as detailed and specified in the Memorandum
and Articles of Association.
10. The Company recognises the importance of its role in the corporate social, health and environmental
responsibility arena and seeks to ensure that in its development projects and ongoing operations are
respectful and it is committed to comply with the expected ESG principles and directions. The Directors are
also aware of the importance of having good relations with stakeholders and strive to work together with
them in order to invest in human capital, health and safety issues and to adopt sustainable and
environmentally responsible practices, in line with Code Provision 12;
1
https://www.mfsa.mt/wp-content/uploads/2019/02/Code-of-Principles-of-Good-Corporate-Governance-for-Listed-Entities.pdf
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
20
STATEMENT BY THE DIRECTORS ON COMPLIANCE WITH THE CODE OF PRINCIPLES OF
GOOD CORPORATE GOVERNANCE - continued
Basic Principles, in Compliance with Code Provisions: - continued
11. Pursuant to the Company’s statutory obligations, the annual financial report and financial statements,
declaration of dividends, election of directors and appointment of auditors and authorisation of the directors
to set the auditors’ fees are proposed and approved at the Company’s Annual General Meeting. The Board
of Directors properly serves the legitimate interests of all shareholders and is accountable to all shareholders,
particularly through the representation of the shareholders on the Board itself. This ensures compliance with
Code Provision 9.
In the light of the factors mentioned above, the Board is of the view that the Company is in compliance with the
Code.
Specific Corporate Governance Principles
The Company, its Directors, its Management and Employees believe that good corporate governance is a key
element for sustainable business success and supporting the integrity and efficiency of the Company and its
Subsidiaries, operations and long-term success. VBL plc is committed to establishing, maintaining and following
strong corporate governance principles and best management practices in line with best local and international
practices, as a basic requirement for delivering the Company’s planned financial and business goals, achieving
its expected business potential, and protecting the Company’s investors, employees, partners, customers and
reputation.
The Company’s Directors are committed to ensure the openness and willingness to establish and follow the basic
principles set by the best international practices in corporate governance, regularly disclose financial performance
figures which are truthful and accurate, provide timely and accurate information about the Company’s goals,
activities and strategy to the investors and business partners. This is considered key in allowing the market to be
able to assess and evaluate the various foreseeable or unpredicted risks and issues related to the implementation
of the Company’s business strategy. Among others, the Company has adopted and follows the basic principles
of the Code, in order to establish strong business and governance ethics and apply those in its daily practice.
The five key specific principles adopted by the Company’s governing bodies are:
i. Fairness – Fair and ethical behaviour in all dealings is fundamental to the success of the Company’s
business. Today, the Company already has an established image and proven operational principles of
which a fundamental part is to act and deal in a fair and correct manner. As a result, Company enjoys
the trust and support of its partners, peers, customers and suppliers. The Company is committed to
continue acting in accordance with the highest ethical and professional standards.
ii. Accountability – The Board’s and management’s commitment to accountability refers to the obligation
and responsibility of Company to always act responsibly and be able to give clear explanations or
rationale for the Company’s actions and conduct.
iii. Responsibility – The Board of Directors and management are given authority, as defined in the Articles
and relevant regulations, to act on behalf of the Company, therefore they accept full responsibility for the
powers that they are given and the authority that they exercise.
iv. Transparency – This is a key principle of responsible behaviour and good governance expected by a
number of stakeholders, particularly the shareholders. The Board of Directors and Management ensure
that the various bodies or structures of Company operate and act in a transparent and accountable
manner, provide timely and accurate reporting, and address in an open and transparent manner any
issues or matters which are faced by the Company.
v. Corporate, Environmental Social Responsibility – In addition to the above four basic corporate
governance principles, the Board of Directors and Management seek to adopt and follow the increasingly
important principles of the corporate, environmental social responsibility in the day-to-day management
practices at the Company.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
21
STATEMENT BY THE DIRECTORS ON COMPLIANCE WITH THE CODE OF PRINCIPLES OF
GOOD CORPORATE GOVERNANCE - continued
General Meetings
A General Meeting is conducted in conformity with the Articles of Association of the Company.
The Ordinary Business conducted at the Annual General Meeting consists of receiving or adoption of the Annual
Financial Statements, the Declaration of a Dividend, the Appointment and Remuneration of Directors, the
Appointment of the External Auditors, as well as the Authority to the Board to fix the external Auditors’
emoluments.
All shareholders on the shareholders register on the record date as defined in the Capital Markets Rules, have
the right to attend, participate and vote at the General Meeting.
A member or members holding not less than five per cent (5%) of the voting issued share capital of the Company
may:
a. request the Company to include items on the agenda of the General Meeting provided that each item is
accompanied by a justification or a draft resolution to be adopted at the General Meeting; and
b. table draft resolution 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.
Every person entered into the register of members shall be entitled to appoint only one (1) person to act as proxy
holder to attend and vote at a General Meeting instead of him. The proxy holder shall enjoy the same rights to
speak and ask questions in the General Meeting as those to which the member thus represented would be
entitled.
Administrative, Management and Supervisory Bodies and Senior Management
The Board
The Company is managed by the Board of Directors consisting of not less than 4 (four) and not more than 8
(eight) Directors. Since the last Annual General Meeting, there have been six Directors, of which three are non-
executive, all of whom are entrusted with the overall direction, administration and management of the Company.
Each Director declares that he/she undertakes to:
maintain in all circumstances his/her independence of analysis, decision and action;
not to seek or accept any unreasonable advantages that could be considered as compromising his/her
independence; and
clearly express his/her opposition in the event that he/she finds that a decision of the Board may harm
the Company.
As of 31
st
December 2025, the Board of Directors of the Company consists of the following persons:
Name
Designation
Dr. Geza Szephalmi Chairman and Executive Director
Dr. Andrei Imbroll Chief Executive Officer and Executive Director
Julian Tzvetkov Chief Financial Officer and Executive Director
Artur Haze Non-executive Director, member of the Audit Committee
David Galea Souchet Independent, Non-executive Director, Chairman of the Audit Committee
Isabella Vella Independent, Non-executive Director and member of the Audit Committee
Note that Mr. John Attard served as independent, non-executive director and member of the Audit Committee
until 31
St
July 2025.
As of 31 December 2025, the Company Secretaries appointed are Dr. Joseph Borg Bartolo and Dr. Mikiel Calleja.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
22
STATEMENT BY THE DIRECTORS ON COMPLIANCE WITH THE CODE OF PRINCIPLES OF
GOOD CORPORATE GOVERNANCE - continued
Internal Control and Risk Management Systems
The Board of Directors is ultimately responsible for the Company’s system of internal management controls and
for reviewing its effectiveness. The Directors recognise that such systems are designed to manage, rather than
eliminate, the risk of failure to achieve business objectives and can only provide reasonable, and not absolute,
assurance against material misstatement or loss.
During the financial year under review, the Company maintained a system of internal management controls aimed
at safeguarding assets, ensuring the reliability of financial reporting, and promoting compliance with applicable
laws and regulations. These controls encompass financial, operational, and compliance processes, supported by
established policies and procedures. The Board, through regular reporting and oversight, monitors the
effectiveness of these controls and ensures that appropriate measures are in place to address identified risks.
Management is responsible for the day-to-day management of risks, while the Board retains overall oversight to
ensure that risks are managed within acceptable parameters.
The Audit Committee, appointed by the Board, reviews the effectiveness of the internal control systems and
provides independent assurance to the Board on matters relating to financial reporting and risk management. It
also monitors the integrity of the financial statements and any related disclosures issued by the Company.
Board meetings
During year 2025, there have been 6 board meetings held and several decision makings in writing. At the Annual
General Meeting of the Company, six previous directors have been re-elected and continued in office as members
of the Board of Directors.
The number of Board meetings attended by Directors for the year under review is as follows:
Members Attended
Andrei Imbroll 6
Artur Haze 6
David Galea Souchet 6
Geza Szephalmi 6
Isabella Vella 6
Julian Tzvetkov 5
John Attard 3
Information and professional development
The Company ensures that it provides its Directors with the necessary detailed and relevant information to enable
them effectively contribute to board decisions. The Company is committed to provide any additional analysis,
data, adequate and detailed information to its Directors, as that might be required to allow for efficient and relevant
discussions prior to decision making. The Company pledges to make available to the Directors all information as
required.
Appointment and Removal of Directors
The Directors of the Company are appointed at the General Meeting, by the Shareholders in accordance with the
provisions of the Articles of Association of the Company. The procedure for the appointment of Directors shall be
as detailed and described in the Articles.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
23
STATEMENT BY THE DIRECTORS ON COMPLIANCE WITH THE CODE OF PRINCIPLES OF
GOOD CORPORATE GOVERNANCE - continued
Appointment and Removal of Directors - continued
The Company shall grant a period of at least 14 days to Shareholders holding in aggregate 10% or more of the
Shares to nominate one candidate for appointment as Director for every 10% held as aforesaid. All such
nominations, including the candidate’s acceptance to be nominated as Director, shall on pain of disqualification
be made on the form to be prescribed by the Directors from time to time and shall reach the Company not later
than 14 days after delivery of the said notice.
Whenever in terms of the Articles, an election is necessary amongst candidates nominated for appointment as
Directors, such election shall be conducted in the manner prescribed by the Articles or in such manner as close
as practicably possible thereto as the Directors may consider equitable in the circumstances.
Any Director may be removed at any time by the Company in General Meeting pursuant to the provisions of
Article 140 of the Act. Without prejudice to the provisions of the Act, the office of a Director shall ipso facto be
vacated:
- if, by notice in writing to the Company, he/she resigns from the office of Director; or
- if he/she violates in a proven way the declaration of secrecy required of him/her under the Articles and
the Board of Directors pass a resolution that he/she has so violated the declaration of secrecy; or
- if he/she is prohibited by or under any law from being a Director; or
- if he/she is removed from office pursuant to the Articles or the Act.
A retiring Director shall be eligible for re-election or re-appointment.
Powers of Directors
The Directors are empowered to act on behalf of the Company in accordance with the Memorandum and Articles
of Association, which powers may be widened or restricted from time to time by the Shareholders in a General
Meeting.
The general administration and management of the Company is entrusted with the Board of Directors, who are
empowered and authorised to delegate any of its functions relating to the Company to members of the Company’s
management. The executive directors of the Company are entrusted with the executive management functions,
including the management of the day-to-day operations, as defined in the Articles and described below.
Any one or more members of the Board of Directors may also occupy the position of Chief Executive Officer of
the Company and may also occupy the position of members of the board of directors of subsidiaries or affiliate
companies of the Company from time to time.
Evaluation of the Board’s Performance
According to the statutes of the Company and the relevant regulations, the Board regularly undertakes an annual
evaluation of its performance and of its committees. The performance evaluation of each Board member shall be
done by the Board of Directors, excluding the Board member being evaluated. The Chairman takes action on the
result of the performance evaluation process in order to ascertain the strengths and to address the weaknesses,
and reports to the Board and where appropriate to the Annual General Meeting of the Company.
Remuneration of Directors
The remuneration of the Directors in any one financial year, and any changes thereto, is determined by the
General Meeting of the Company.
For the current reporting year under review, the Directors are each entitled to a gross annual remuneration of
€12,000, following the decision of the Annual General Meeting, held on 31
st
July 2025.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
24
STATEMENT BY THE DIRECTORS ON COMPLIANCE WITH THE CODE OF PRINCIPLES OF
GOOD CORPORATE GOVERNANCE - continued
Executive Directors
The Company currently has three Executive Directors, which are organised and operate under the regulations of
the Company’s Memorandum and Articles of Association and are members of the Executive Committee (“EC”)
of the Company, represented by the Chairman. Any two of the three Executive Directors acting jointly together
have representation and execution rights on behalf of the Company to the extent permitted and as defined by the
Memorandum of Association of the Company. In this respect, and in line with the good governance standards
and internal control procedures implemented by the Company, the Memorandum of Association ties the legal
representation and the signatory rights of the Company to predefined monetary threshold, with enhanced
safeguards applicable to transactions of higher monetary value. The Company applies a dual signatory policy as
determined in the Articles of the Company and other relevant Company regulations.
Any one Executive Director of the Company shall represent the Company in judicial proceedings, as defined in
the Articles, provided that no proceedings may be instituted by the Company without the approval of the Board
of Directors of the Company. The Executive Directors are also members of the Executive Committee of the
Company.
Chief Executive Officer
In terms of Article 65 of the Articles of Association, the Directors may from time to time appoint any person to the
office of Chief Executive Officer (CEO) of the Company for such period and on such terms as they deem fit.
The Directors may entrust to and confer upon a CEO any of the powers exercisable by them upon such terms
and conditions and with such restrictions as they may deem fit and may from time to time revoke, withdraw, alter
or vary all or any of such powers.
Currently, the Executive Directors, among which the CEO was nominated, are nominated and provided under the
Management Services Agreement with VBLM, which is a continuous arrangement dating back to the
establishment of the Company and the details of which have been explained in the various company
communications, including the Prospectus dated 4
th
October 2024.
The CEO is responsible for the Company’s operative management and direction in accordance with the Articles,
and the directions of the Executive Committee, the resolutions of the Board of Directors and the resolutions
adopted by the General Meeting. The CEO has the responsibility to decide on the Company’s organisational
structure and relevant internal rules and regulations according to the Articles of the Company.
Declaration
None of the Directors, members of the board committees or members of management, have, in the last five years:
- been the subject of any convictions in relation to fraudulent offences;
- been associated in any form with bankruptcies, receiverships or liquidations (other than voluntary) or
companies put into administration in respect of entities in respect of which they were members of
administrative, management or supervisory bodies, partners with unlimited liability (in the case of a limited
partnership with a share capital), founders or members of senior management;
- been the subject of any official public incrimination and/or sanctions by statutory or regulatory authorities
(including designated professional bodies);
- been disqualified by a court from acting as a member of the administrative, management or supervisory
bodies of a company or from acting in the management or conduct of the affairs of any company.
Board Practices
The Directors have constituted the following committees, the terms of reference of which are determined by the
Board from time to time with the purpose of fulfilling the below mentioned purposes:
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
25
STATEMENT BY THE DIRECTORS ON COMPLIANCE WITH THE CODE OF PRINCIPLES OF
GOOD CORPORATE GOVERNANCE - continued
Audit Committee
The primary objective of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities over
the financial reporting processes, the audit process, financial policies and internal control structure, also overview
the Company’s system of internal controls and compliance with laws and regulations, as well as to ensure
compliance with the relevant regulations of the Capital Markets Rules. The Audit Committee of the Company is
elected among the Board members, as defined in the Articles and relevant regulations. The Audit Committee
oversees the conduct of the annual audit process, and acts to facilitate communication between the Board, the
Management and the Company’s appointed auditors.
As at the date of this Report, the Audit Committee is composed of three members – Mr. David Galea Souchet
(Chairman), Ms. Isabella Vella and Mr. Artur Haze. Mr. David Galea Souchet and Mr. Artur Haze are the Audit
Committee members who are considered by the Board of Directors to be competent in accounting and/or auditing
in terms of the Capital Markets Rules. The Audit Committee is responsible for reviewing the financial reporting
processes and policies, the system of internal control, management of financial risk, audit process, any
transactions with related parties and the Company’s process for monitoring compliance with laws and regulations.
When the Audit Committee’s monitoring and review activities reveal cause for concern or scope for improvement,
it shall make recommendations to the Board on the action needed to address the issue or make improvements.
The Audit Committee has the task to ensure that any potential conflicts of interest are resolved in the best interests
of the Company. Its primary objective is to assist the Board in dealing with issues of risk, control and governance
and in reviewing the Company’s reporting processes, financial policies and internal control structure.
The Audit Committee’s main role and responsibilities are:
a. to review procedures and assess the effectiveness of the internal control systems, including financial
reporting;
b. to assist the Board in monitoring the integrity of the financial statements, the internal control structures, the
financial reporting processes and financial policies of the Company;
c. to make recommendations to the Board in relation to the appointment of the external auditor and to approve
the remuneration and terms of engagement of the external auditor following appointment by the shareholders
in general meeting;
d. to monitor and review the external audit functions, including the external auditor’s independence, objectivity
and effectiveness;
e. to monitor and review the internal procedures and to monitor these on a regular basis;
f. to establish and maintain access between the internal and external auditors of the Company and to ensure
that this is open and constructive;
g. to review and challenge where necessary, the actions and judgements of management, in relation to the
interim (if applicable) and annual financial statements before submission to the Board, focusing particularly
on:
i. critical accounting policies and practices and any changes in them;
ii. decisions requiring a major element of judgement;
iii. the extent to which the financial statements are affected by any unusual transactions in the year and
how they are disclosed;
iv. the clarity of disclosures and compliance with International Financial Reporting Standards;
v. significant adjustments resulting from the audit;
vi. compliance with stock exchange (as applicable) and other legal requirements; and
vii. reviewing the Company’s statement on Corporate Governance prior to endorsement by the Board;
h. to gain an understanding of whether significant internal control recommendations made by internal and
external auditors have been implemented by management;
i. to establish and exercise oversight upon the internal audit function of the Company, and to review its plans,
activities, staffing and organisational structure;
j. to monitor the statutory audit of the annual and consolidated accounts;
k. to discuss Company policies with respect to risk assessment and risk management, review contingent
liabilities and risks that may be material to the Company; and
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
26
STATEMENT BY THE DIRECTORS ON COMPLIANCE WITH THE CODE OF PRINCIPLES OF
GOOD CORPORATE GOVERNANCE - continued
Audit Committee - continued
l. to consider other matters that are within the general scope of the Committee that are referred to it by the
Board of Directors.
During 2025, the Audit Committee met 5 times in person or via video conference, out of which during 2 meetings
the Company’s appointed auditors were present and attended the meetings.
The number of Audit Committee meetings attended by Members for the year under review is as follows:
Members Attended
Artur Haze 5
David Galea Souchet 5
Isabella Vella 5
John Attard 3
Nomination Committee
The Board of Directors has formed a nomination committee, which was functional in the reporting period. The
forming and operation of the Nomination Committee was in compliance with the principle of the Code. The
proposals of the nomination committee were put forward for decisions of the Board of Directors and presented to
the shareholders, accordingly.
Executive Management Committee (EMC)
The Executive Management Committee is the main operational body of the Company, ensuring smooth and
efficient day-to-day operations and management control, in line with the strategic operational decisions of the
Board. The EMC consists of the Executive Directors, senior management including the CEO, CFO and COO and
any other managers of the Company as might be appointed to the EMC, from time to time.
The EMC is represented at the Board of Directors by the Chief Executive Officer. Within the EMC, there is a clear
division of tasks and responsibilities between the EMC members, covering all areas of the operational
responsibility for the day-to-day operations and the running of the Company’s business. The EMC ensures that
no one individual or small Company of individuals has an unlimited power of decision in day-to-day operations.
Relations with Shareholders and with the Market
The Company remains firmly committed to fostering a transparent, open and constructive relationship with its
shareholders, investors and the wider market. The Board recognises that clear, timely and accessible
communication is fundamental to maintaining investor confidence and ensuring that shareholders are adequately
informed about the Company’s strategy, performance and governance.
In addition to complying with all statutory and regulatory requirements governing shareholder communications,
including the convening of the Annual General Meeting (“AGM”), the publication of the Annual Report and the
periodic Financial Statements, and the issuance of adequate official company announcements, the Company
actively seeks to enhance the quality and accessibility of information provided to shareholders and other
stakeholders.
The AGM remains an important forum through which shareholders are able to engage directly with the Board and
senior management. It provides shareholders with the opportunity to receive direct updates on the Company’s
performance and strategic direction, as well as to raise questions and express their views. The Company
encourages shareholder participation at the AGM and values the constructive dialogue that this interaction
facilitates.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
27
STATEMENT BY THE DIRECTORS ON COMPLIANCE WITH THE CODE OF PRINCIPLES OF
GOOD CORPORATE GOVERNANCE - continued
Relations with Shareholders and with the Market - continued
Beyond the AGM, the Company endeavours to maintain ongoing communication with its shareholders through a
variety of channels. The Company’s website serves as a central information platform where shareholders and
market participants can access key corporate information, financial reports, relevant news, regulatory
announcements and other relevant updates. The website is updated as required to ensure that investors have
timely access to accurate and comprehensive information regarding the Company’s activities and performance.
As part of its commitment to strengthening engagement with its investor base, the Company has also introduced
a Shareholders’ Loyalty Programme (“SLP”). This initiative is designed to recognise and reward the continued
support of shareholders while fostering a closer relationship between the Company and its investor community.
The programme is regularly reviewed and updated, with communications issued to shareholders to ensure they
remain informed of available benefits and developments. During the period under review, the Company continued
its initiative to widen and expand the Shareholders’ Loyalty Programme, with the objective of enhancing its
structure and broadening the range of benefits available to participating shareholders.
In line with its status as a publicly listed company and in compliance with the applicable regulatory framework,
the Company ensures that all financial reports, company announcements and other disclosures required under
the Capital Markets Rules are issued in a timely and transparent manner. These announcements are published
through the Malta Stock Exchange and are simultaneously made available on the Investors’ section of the
Company’s website, ensuring equal and immediate access to information for all market participants.
Conflict of Interest
The Board of Directors remains fully aware of its responsibilities in relation to the proper management and
disclosure of conflicts of interest, particularly in relation to dealings in the securities of the Company. The Directors
and other persons discharging managerial responsibilities are required to comply with the applicable provisions
of the Capital Markets Rules governing transactions in the Company’s securities and the related disclosure
obligations.
The Company has established appropriate procedures to ensure that any dealings in the Company’s securities
by Directors or other relevant persons are carried out in accordance with the applicable regulatory framework and
are duly disclosed when required.
Furthermore, transactions with related parties are conducted in accordance with the relevant regulatory
requirements and governance standards. Such transactions are appropriately reviewed and disclosed in line with
the applicable rules, and detailed information regarding related party transactions is provided in the relevant
section of the Annual Financial Statements included in this Annual Financial Report. In addition to prior
information disclosed, specific section detailing the Management Services Agreement arrangements is dedicated
in Company’s Annual Financial Report, to ensure transparency of the relationship of the parties and their duties
and responsibilities, presenting that though this agreement executive management’s interests are fully aligned
with those of the Shareholders and the Company.
Through these measures, the Board seeks to ensure that the Company maintains high standards of transparency,
accountability and integrity in its dealings with shareholders and the market.
Signed on behalf of the Board of Directors on 29 April 2026 by Mr. Julian Tzvetkov (Director) and Dr. Andrei
Imbroll (Director) as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction
with the Annual Financial Report and Financial Statements.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
28
STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 December
2025
2024
Notes €
€
Revenue 3 1,712,241
1,355,935
Investment income 4 1,423,803
2,520,977
Cost of sales 5 (17,923)
(25,497)
Gross profit 3,118,121
3,851,415
Other operating income 6 354,475
355,348
Administrative expenses 5 (610,661)
(669,150)
Earnings before interest, tax, depreciation and amortisation 2,861,935
3,537,613
Depreciation and amortisation 5 (404,236)
(343,425)
Operating income 2,457,699
3,194,188
Interest income 7 116,647
17,677
Finance costs 8 (789,503)
(311,031)
Gain on disposal of financial assets 49,348
-
Profit before income tax 1,834,191
2,900,834
Income tax expense 9 (278,394)
(448,054)
Profit for the year 1,555,797
2,452,780
Other comprehensive loss:
Items that may be reclassified subsequently to profit or loss
Revaluation of financial assets at FVOCI, net of tax 14 48,797
(8,818)
Total comprehensive income for the year 1,507,000
2,443,962
Earnings per share 25 0.0062 0.0098
The notes on pages 32 to 57 are an integral part of these financial statements.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
29
STATEMENT OF FINANCIAL POSITION
As at 31 December
20
25
2024
Note
s
€
€
ASSETS
Non
-
current asset
s
Intangible assets 10
10,00
0
53,201
Property, plant and equipment 11
677,501
724,415
Investment properties 12
86,875,000
82,759,370
Investment in subsidiaries 13
11,200
11,200
Financial assets at fair value through other comprehensive income
14
-
3,898,107
Deferred tax assets 16
172,768
177,382
87,746,469
87,623,675
Current assets
Financial assets at fair value through other comprehensive income
14
6,044,344
5,207,067
Current tax receivable
-
3,402
Loans receivable 15
132,478
126,228
Trade and other receivables 17
753,198
370,918
Cash and cash equivalents 18
748,372
851,175
7,678,392
6,558,790
TOTAL ASSETS
95,424,861
94,182,465
EQUITY AND LIABILITIES
Capital and reserves
Share capital 19
49,835,837
49,835,837
Share premium 19
1,085,638
1,085,638
Other reserves 19
324,372
298,327
General reserves 19
1,218
1,218
Retained earnings 19
17,809,450
16,427,652
TOTAL EQUITY
69,056,515
67,648,672
Non
-
current liabilities
Borrowings 20
18,586,299
18,545,962
Lease liabilities 21
1,000,798
1,015,958
Deferred tax liability 22
4,978,331
4,841,895
Trade and other payables 23
122,030
122,729
24,687,458
24,526,544
Current liabilities
Income tax payable
124,023
2,384
Borrowings 20
871,850
590,709
Lease liabilities 21
20,412
17,929
Trade and other payables 23
664,603
1,396,227
1,680,888
2,007,249
TOTAL LIABILITIES
26,368,346
26,533,793
TOTAL EQUITY AND LIABILITIES
95,424,861
94,182,465
The notes on pages 32 to 57 are an integral part of these financial statements.
Signed on behalf of the Board of Directors on 29 April 2026 by Mr. Julian Tzvetkov (Director) and Dr. Andrei
Imbroll (Director) as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction
with the Annual Financial Report and Financial Statements.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
30
STATEMENT OF CHANGES IN EQUITY
Share
Share
Other
General
Retained
Total
capital
premium
r
eserve
s
reserves
earnings
€
€
€
€
€
€
Balance at 1 January 202
4
49,835,837 1,085,638
329,895
1,218 14,139,871
65,392,459
Total comprehensive income
- Profit for the year
- -
-
- 2,452,780
2,452,780
Other comprehensive income
Items that wi
ll be reclassified subsequently to profit or loss
- Revaluation of financial assets at FVOCI - -
(8,818)
- -
(8,818)
Transactions with owners in their capacity as owners
- Dividends declared during the period (Note 19)
- -
-
- (200,000)
(200,000)
Transfer from revaluation reserve to retained earnings, net
of deferred tax
- -
(22,750)
- 35,001
12,251
Balance at 31 December 202
4
49,835,837
1,085,638
298,327
1,218
16,427,652
67,648,672
Balance at 1 January 202
5
49,835,837 1,085,638
298,327
1,218 16,427,652
67,648,672
C
omprehensive income
- Profit for the year
- -
-
- 1,555,797
1,555,797
Other comprehensive income
Items that will be reclassified subsequently to profit or loss
- Revaluation of financial assets at FVOCI - -
48,797
- -
48,797
Transactions with owners in their capacity as owners
- Dividends declared during the period (Note 19)
- -
-
- (209,000)
(209,000)
Transfer from revaluation reserve to retained earnings,
net of deferred tax
- -
(22,752)
- 35,001
12,249
Balance at 31 December 202
5
49,835,837
1,085,638
324,372
1,218
17,809,450
69,056,515
The notes on pages 32 to 57 are an integral part of these financial statements.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
31
STATEMENT OF CASH FLOWS
for the year ended 31 December
20
25
2024
Notes
€
€
Cash flows from operating activities
Profit before tax
1,834,191
2,900,834
Depreciation and amortisation 5
404,236
343,425
Amortisation of bond issuance costs
35,457
6,008
Investment income 4
(1,423,803)
(2,520,977)
Interest income 7
(116,64
7)
(17,677)
Interest expense 8
789,503
311,031
Cash
flows
generated before working capital changes
1,522,937
1,022,644
Increase in trade and other receivables
(268,481)
(207,292)
(Decrease)/increase in trade and other payables
(
1,35
3
,
62
5
)
551,102
Withholding taxes paid
(1,070)
(650)
Net cash flows
(used in)/
generated from operating activities
(
100,239
)
1,365,804
Cash flows
from
investing activities
Purchase of
property, plant and equipment
1
1
(19,227)
(4,511)
Acquisition of investment properties
(2,669,49
3
)
(2,332,376)
Purchase of financial assets at FVOCI
14
(2,096,027)
(9,113,992)
Redemptions of financial assets at FVOCI
5,205,65
4
-
Net cash
flows
generated
from
/(
used in
)
investing activities
420,90
7
(11,450,879)
Cash flows from financing activities
Net proceeds from bond issuance
-
9,640,997
Interest paid on borrowings
(449,657)
(412,855)
Dividends paid
19
(
189,885
)
(199,845)
Movement in borrowings
2
0
2
86,02
3
1,165,986
Payments
o
f
leases
2
1
(69,952)
(49,096)
Net cash
flows
(used in)/
generated
from
financing activities
(
423,471
)
10,145,187
Net
(de
crease
)
/
in
crease
in cash and cash equivalents
(102,803)
60,112
Cash and cash equivalents at beginning of year
851,175
791,063
Cash and cash equivalents at end of year
18
748,372
851,175
The notes on pages 32 to 57 are an integral part of these financial statements.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
32
NOTES TO THE FINANCIAL STATEMENTS
1. MATERIAL ACCOUNTING POLICY INFORMATION
The accounting policies that are material to the financial statements are set out below. The accounting
policies have been applied consistently to all periods presented in these financial statements.
Basis of preparation
These financial statements are prepared under the historical cost convention, except for revaluation of
investment properties and financial assets at FVOCI that are measured at fair value at end of each reporting
period. These financial statements are prepared in accordance with the provisions of the Maltese
Companies Act (Cap. 386), and with the requirements of International Financial Reporting Standards
(“IFRS Accounting Standards”) as adopted by the European Union (‘EU’).
The preparation of financial statements requires the use of certain critical accounting estimates. It also
requires management to exercise its judgment in the process of applying the Company’s accounting
policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and
estimates are significant to the financial statements are disclosed in Note 2 to these financial statements.
These financial statements present information about the Company as an individual undertaking. Separate
consolidated financial statements have been prepared by the Company.
Functional and presentation currency
The financial statements are presented in Euro (€) which is the Company’s functional and presentation
currency.
New or amended standards, interpretations and amendments adopted
The Company adopted all new or amended accounting standards and interpretations issued by the
International Accounting Standards Board (‘IASB’) and the IFRS Interpretations Committee and endorsed
by the EU that are mandatory for the current reporting period. The adoption of these amendments to the
requirements of IFRS Accounting Standards as adopted by the EU did not result in substantial changes to
the Company’s accounting policies impacting the Company’s financial performance and position.
New or amended standards, interpretations and amendments issued but not yet effective
At the end of the reporting period, certain new standards, interpretations or amendments thereto, were in
issue and endorsed by the EU, but not yet effective for the current financial period. There have been no
instances of early adoption of standards, interpretations or amendments ahead of their effective date. The
directors anticipate that the adoption of the new standards, interpretations or amendments thereto, will not
have a material impact on the financial statements upon initial application, except for the effects of IFRS
18 on the presentation and disclosure of certain items.
IFRS 18 Presentation and Disclosure in Financial Statements will become effective for annual reporting
periods beginning on or after 1 January 2027. Even though IFRS 18 will not have any effect on the
recognition and measurement of items in the financial statements, it is expected to have an effect on the
presentation and disclosure of certain items. These changes include categorisation and sub-totals in the
statement of profit or loss, aggregation/disaggregation and labelling of information, and disclosure of
management-defined performance measures. The Directors are assessing the effect of IFRS 18.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
33
1. MATERIAL ACCOUNTING POLICY INFORMATION - continued
Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable for the value of goods
sold and services provided, net of sales rebates and taxes in the normal course of business, net of value
added tax and discounts where applicable. Revenue from contracts with customers – paid as service fee
income, revenues from construction or other similar services – is assessed by the nature of the specific
contribution and evaluated based on the underlying business and accounting factors and recognised under
the principles of IFRS 15.
Revenue is recognised to the extent that it is probable that future economic benefits will flow to the
Company and these can be measured reliably. The following specific recognition criteria must also be met
before revenue is recognised:
Sale of investment property
Sale of investment property is recognised when the significant risks and rewards of ownership of the
property being sold are effectively transferred to the buyer. This is generally considered to occur at the later
of the contract of sale and the date when all the Company's obligations relating to the property are
completed and the possession of the property can be transferred in the manner stipulated by the contract
of sale.
Rental income
Rental income from investment properties is recognised in profit or loss on a straight-line basis over the
term of the lease.
Rental revenue share - VREM
Rental revenue share from VREM is recognised at a point in time on completion of the service.
Service fee income
Revenue from a contract to provide services is recognised over time as the services are rendered based
on the amount that depicts the progress towards complete satisfaction of the performance obligation.
Tax
Income tax on profit or loss for the year comprises current and deferred tax. Income tax is recognised in
profit or loss, except to the extent that it relates to items recognised directly to equity, in which case it is
recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or
substantially enacted at the end of the reporting period, and any adjustment to tax payable in respect of
previous years.
Deferred tax is provided using the liability method, providing for temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation
purposes. The following temporary differences are not provided for: goodwill not deductible for tax
purposes, the initial recognition of assets and liabilities that affect neither accounting nor taxable profits,
and differences relating to investments in subsidiaries to the extent that they will probably not reverse in
the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation
or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantially
enacted at the end of the reporting period.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be
available against which the unused tax losses and credits can be utilised. Deferred tax assets are reduced
to the extent that it is no longer probable that the related tax benefit will be realised.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
34
1. MATERIAL ACCOUNTING POLICY INFORMATION - continued
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses to
date. Cost includes expenditure directly attributable to the acquisition of the items as well as transfers from
equity of any gains/losses on qualifying cash flow hedges of foreign currency purchases of property, plant
and equipment.
Depreciation is provided on all items of property, plant and equipment, except freehold land and assets
under construction, at rates calculated to write off the cost less residual value of each asset over its
expected useful life, as follows:
Building improvements 2% Straight Line
Office equipment 20% Straight Line
Furniture and fixtures 20% Straight Line
Other assets 20% Straight Line
Gains and losses on disposal of property, plant and equipment are determined by reference to their carrying
amount and are taken into account in determining operating profit. The residual values and useful lives of
the assets are reviewed and adjusted as appropriate, at each balance sheet date. The carrying amount of
an asset is written down immediately to its recoverable amount.
Subsequent costs are included in the carrying amount of the asset or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to the
Company and the cost of the item can be measured reliably. All other repairs and maintenance are charged
to the income statement during the financial period in which they are incurred.
Investment properties
Investment properties are properties held to earn rentals or for capital appreciation or both. Investment
properties are recognised as an asset when it is probable that the future economic benefits that are
associated with the investment properties will flow to the entity and the cost can be measured reliably.
Investment properties are measured initially at cost, including related transaction costs. After initial
recognition, investment properties are carried at fair value at the date of the valuation, less any subsequent
accumulated depreciation (Note 12). Gains and losses arising from changes in fair values are recorded in
profit or loss.
The fair value is the amount for which an asset could be exchanged between knowledgeable, willing parties
in an arm’s length transaction. The estimation of fair values does not assume that either the underlying
assets are marketed for sale at the reporting date or that there is an intention to sell it in the near future.
The objective is to estimate the exchange price at which hypothetical market participants would agree to
transact.
The fair value of investment properties are largely based on estimates using property appraisal techniques
as outlined in Note 12 to these financial statements. Such estimates are inherently subjective and actual
values can only be determined in a sales transaction.
Investment properties are derecognised on disposal or when it is permanently withdrawn from use and no
future economic benefits are expected from its disposal proceeds, if any, and the carrying amount and are
recognised in profit or loss in the period of derecognition.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
35
1. MATERIAL ACCOUNTING POLICY INFORMATION - continued
Investment properties - continued
Depreciation commences when the depreciable assets are available for use and is charged to profit or loss
so as to write off the fair valued amount, less any estimated residual value, over their estimated useful
lives, on the following basis:
Improvements 2% Straight Line
Furniture, fixtures and fittings 20% Straight Line
If an investment property becomes owner occupied, it is reclassified as property, plant and equipment and
its cost or fair value at the reclassification date becomes its cost for accounting purposes. Property that is
being constructed or developed for future use as investment property is classified as property, plant and
equipment and stated at cost until development is complete. Thereafter it is classified and accounted for
as investment property.
If an item of property, plant and equipment becomes an investment property because its use has changed,
any difference resulting between the carrying amount and the fair value of this item at the date of transfer
is recognised in equity as a revaluation of property, plant and equipment under International Accounting
Standards (‘IAS’) 16. However, if a fair value gain reverses a previous impairment loss, the gain is
recognised in the profit or loss.
Intangible assets
Trademark and licences
Trademarks and licences are valued at cost. Trademarks and licences have a definite useful life and are
carried at cost less accumulated amortisation. Amortisation is calculated to write off the cost in equal annual
instalments over their estimated useful life of 10 years.
Non-compete rights
The non-compete rights are valued at cost and are amortised over a period of 5 years.
Brand
The value of brand name is recognised following acquisition. Brand name acquired over the past period
(together with other assets, in complex transaction), has been valued to assess the actual incremental
value it provides to the Company’s operations and its value has been based on estimated income. The
brand name is being amortised over 5 years.
Investment in subsidiaries
Subsidiaries are all those entities over which the Company has control, i.e., when the Company is exposed
to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those
returns through its power to direct the activities of the entity.
Investment in subsidiaries are initially recognised at cost, being the fair value of the consideration given,
including acquisition costs and are subsequently carried at cost less accumulated impairment losses, if
any.
Dividend income is recognised when the Company’s right to receive payment is established.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
36
1. MATERIAL ACCOUNTING POLICY INFORMATION - continued
Financial instruments
Financial assets and financial liabilities are recognised when the Company becomes a party to the
contractual provisions of the instrument. Financial assets and financial liabilities are initially recognised at
their fair value plus directly attributable transaction costs for all financial assets or financial liabilities not
classified at fair value through profit or loss.
Financial assets and financial liabilities are offset, and the net amount presented in the statement of
financial position when the Company has a legally enforceable right to set off the recognised amounts and
intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
Financial assets are derecognised when the contractual rights to the cash flows from the financial assets
expire or when the entity transfers the financial asset and the transfer qualifies for derecognition.
Financial liabilities are derecognised when they are extinguished. This occurs when the obligation specified
in the contract is discharged, cancelled or expires.
An equity instrument is any contract that evidences a residual interest in the assets of the Company after
deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue
costs.
Debt instruments are recognised as Fair Value through Other Comprehensive Income (“FVOCI”)
depending on the Company's business model and aligns with the guidance of IFRS 9, specifically
paragraph 4.1.2A. If the Company’s business model is to hold the financial assets both to collect contractual
cash flows and the financial assets pass the SPPI test (cash flows of the bond represent only principal
repayment and interest on the principal amount outstanding.
Changes in the fair value are recorded in Other Comprehensive Income. Upon derecognition, the
cumulative fair value change recognised in other comprehensive income is recognised in profit of loss.
Impairment of financial assets
The Company recognises an allowance for expected credit losses (ECLs) on financial assets that are
measured at amortised cost. Equity instruments are not subject to impairment assessment.
ECLs are based on the difference between the contractual cash flows due in accordance with the contract
and all the cash flows that the Company expects to receive, discounted at an approximation of the original
effective interest rate.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase
in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that
are possible within the next 12-months (12-month ECL). For those credit exposures for which there has
been a significant increase in credit risk since initial recognition, a loss allowance is required for credit
losses expected over the remaining life of the exposure, irrespective of the timing of the default (lifetime
ECL).
For trade receivables, the Company applies a simplified approach to measuring ECLs which recognises
lifetime ECLs. The ECLs on these financial assets are estimated using a provision matrix based on the
Company’s historical credit loss experience, adjusted for forward-looking factors specific to the debtors
and the economic environment.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
37
1. MATERIAL ACCOUNTING POLICY INFORMATION - continued
Segment reporting
The Board of Directors shall determine the Company’s operating segments, in accordance with the
requirements of IFRS 8 ‘Operating Segments’.
An operating segment is a component of the Company that engages in business activities from which it
may earn revenues and incur expenses, including revenues and expenses that relate to transactions with
any of the Company’s other components, and for which discrete financial information is available. An
operating segment’s operating results are reviewed regularly by the Board of Directors. The Board of
Directors considers the Company to be made up of one operating segment.
Leases
IFRS 16 requires an entity to assess whether a contract is, or contains, a lease at the inception date. A
contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for
a period of time in exchange for a consideration. Leases are recognised as a right-of-use asset and a
corresponding liability at the commencement date, being the date at which the leased asset is available for
use by the Company.
Right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is
measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any
lease payments made at or before the commencement date net of any lease incentives received, any initial
direct costs incurred, and, except where included in the cost of inventories, an estimate of costs expected
to be incurred for dismantling and removing the underlying asset, and restoring the site or asset.
Subsequent to initial recognition, right-of-use asset is measured under the revaluation model. The revalued
amount is based on periodic valuations by external independent valuers, less subsequent depreciation and
impairment, if any. The valuations are undertaken if there is a material change in the revalued amount
relative to the carrying amount. Any accumulated depreciation at the date of revaluation is eliminated
against the gross carrying amount of the asset and the net amount is restated to the revalued amount of
the asset. Increases in the carrying amounts arising on revaluation of land and buildings are credited in
other comprehensive income through to the revaluation surplus reserve in equity. Any revaluation
decrements are initially taken in other comprehensive income through to the revaluation surplus reserve to
the extent of any previous revaluation surplus of the same asset. Thereafter, the decrements are taken to
profit or loss.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the
estimated useful life of the asset, whichever is the shorter. Where the Company expects to obtain
ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful
life. Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities.
The Company has elected not to recognise a right-of-use asset and corresponding lease liability for short-
term leases with terms of 12 months or less and leases of low-value assets. Lease payments on these
assets are expensed to profit or loss as incurred.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
38
1. MATERIAL ACCOUNTING POLICY INFORMATION - continued
Leases - continued
Lease liability
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised
at the present value of the lease payments to be made over the term of the lease, discounted using the
interest rate implicit in the lease or, if that rate cannot be readily determined, the entity's incremental
borrowing rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable
lease payments that depend on an index or a rate, amounts expected to be paid under residual value
guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to
occur, and any anticipated termination penalties. The variable lease payments that do not depend on an
index or a rate are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts
are remeasured if there is a change in the following: future lease payments arising from a change in an
index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination
penalties. When a lease liability is remeasured, an adjustment is made to the corresponding right-of use
asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down.
2. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
In the application of the Company’s accounting policies, which are described in Note 1 to these financial
statements, the management is required to make judgments, estimates and assumptions that affect the
reported amounts of assets and liabilities that are not readily apparent from other sources. The estimates
and assumptions are based on historical and other factors, including expectations of future events that are
believed to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if the revision affects both current
and future periods.
In the opinion of the Directors, with the exception of the fair valuation of investment properties (Note 12),
the accounting estimates and judgements made in the course of preparing these financial statements are
not difficult, subjective or complex to a degree which would warrant their description as critical in terms of
the requirements of IAS 1.
3. REVENUE
2025 2024
€
€
Rental income 572,234 540,935
Service fee income 469,756 297,297
Rental
revenue share
-
VREM
670,251
517,703
1,712,241
1,355,935
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
39
4. INVESTMENT INCOME
2025 2024
€ €
I
ncrease
in fair value of investme
nt propert
ies
1,423,803
2,520,977
The €1,423,803 (2024: €2,520,977) relates to an increase in fair value of investment properties resulting
from concluded acquisitions, ongoing development activity and applicable adjustments, which are
considering property specific conditions, namely development project status or operational conditions.
5. EXPENSES BY NATURE
2025 2024
€
€
Direct costs
17,923
25,497
Employee benefit expense
(
i
)
125,763
133,203
Directors’ fees
79,000
76,049
Auditor’s remunerat
ion:
Audit fee
15,
00
0
13,140
Other non
-
assurance services
1,850
950
Depreciation and amortisation
404,236
343,425
Management fees from related party
181,502
252,587
Other
a
dministrative expenses
207,
546
193,221
1,032,820
1,038,072
(i) Employee benefit expense includes the following:
2025 2024
€ €
Salaries and wages
233,712 233,242
Social security
and maternity fund contributions 13,336 13,120
Capitalised salaries
(121,285)
(113,159)
125,763 133,203
Average number of employees 7 5
During the year 2025, staff salaries of €121,285 have been capitalised to investment properties (2024:
€113,159).
6. OTHER OPERATING INCOME
2025 2024
€ €
Management fees and professional services 333,675 333,675
Miscellaneous income 20,800 21,673
354,475 355,348
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
40
7. INTEREST INCOME
2025 2024
€
€
Interest o
n
financial assets at FVOCI
80,281
-
Loan
interest
29,232
13,901
Bank interest
7,134
3,776
116,647
17,677
8. FINANCE COSTS
2025 2024
€ €
Interest on bank loan 176,771 163,248
Interest on bonds payable 555,457 89,786
Interest on lease liabilities 57,275 57,997
789,503 311,031
9. INCOME TAX EXPENSE
Tax is provided for at the rate of 35% for Company profits, except for certain bank interest receivable which
is taxed at 15% and sale of property which is taxed at 5%.
2025 2024
€ €
Current year tax
Income tax on the taxable income for the year 124,023 2,384
Final withholding tax 1,070 650
Deferred tax
Movement in deferred tax asset (Note 16) 4,614 (35,268)
Movement in deferred tax liability (Note 22)
136,436
468,037
Movement in revaluation reserve 12,251 12,251
278,394 448,054
Tax applying the statutory domestic income tax rate and the income tax expense for the year are reconciled
as follows:
2025 2024
€
€
Profit on ordinary activities before tax
1,83
4,191
2,900,834
Theoretical tax expense at 35%
641,967
1,015,292
Tax effect of:
Effect of different tax rate used for interest income
(
1,427)
(5,537)
Effect
of
different tax rate used in
fair value gain on investment propert
ies
(
355,303
)
(
409,744
)
Other movement
(6,843)
(151,957)
278,394
448,054
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
41
10. INTANGIBLE ASSETS
Licences
Non-
compete
rights
Brand
Total
€
€
€
€
Cost
At 01 January 2025
349
150,000
66,000
216,349
Additions
-
-
-
-
At 31 December 2025
349
150,000
66,000
216,349
Provision for dimin
u
t
ion
value
At 01 January 2025
348
120,000
42,800
163,148
Amortisation for the year
1
30,000
13,200
43,201
At 31 December 202
5
349
150,000
56,000
206,349
Net book value
At 31 December 2024 1 30,000
23,200 53,201
At 31 December 202
5
-
-
10,000
10,000
11. PROPERTY, PLANT AND EQUIPMENT
Right-of-
use assets
Building
improve-
ments
Office
equipment
Furniture
and
f
ixtures
Other
assets
Total
€
€
€
€
€
€
Cost
At
0
1 January 20
25
1,035,369
100,806
43,906
38,285
58,715
1,277,081
Additions
-
-
15,005
4,222
-
19,227
At 31 December 2025 1,035,369
100,806
58,911
42,507
58,715
1,296,308
Depreciation
At
0
1 January 20
25
414,147
24,871
40,634
28,081
44,933
552,666
Charge for the year
51,816
2,016
3,867
1,726
6,716
66,141
At 31 December 2025 465,963
26,887
44,501
29,807
51,649
618,807
Net book value
At 31 December 20
24
621,222
75,935
3,272
10,204
13,782
724,415
At 31 December 2025 569,406
73,919
14,410
12,700
7,066
677,501
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
42
12. INVESTMENT PROPERTIES
Right-of-use
a
ssets
Investment
proper
ties
Total
€
€
€
Fair
v
alue
At
0
1 January 202
5
2,122,694
82,140,689
84,263,383
Additions
364,82
5
2,621,8
96
2,986,72
1
Fair value movemen
t
93,013
1,330,7
90
1,423,80
3
At 31 December 202
5
2,580,53
2
86,093,37
5
88,673,90
7
Provi
sion
At
0
1 January 202
5
152,823
1,351,190
1,504,013
Depreciation
40,7
09
254,18
5
294,89
4
At 31 December 202
5
193,53
2
1,605,37
5
1,798,90
7
Net book value
At 31 December 2024 1,969,871
80,789,499
82,759,370
At 31 December 202
5
2,387,00
0
84,48
8,000
86,875,000
Depreciation relates to the depreciation of improvements and furniture currently included in Investment
Properties. The depreciable amount is allocated on a systematic basis to each accounting period over its
useful life.
Lessor commitments
2025 2024
€ €
Minimum lease commitments receivable but
not recognised in the financial statements:
1 year or less
Between 1 and 2 years
Between 2 and 3 years
Between 3 and 4 years
Between 4 and 5 years
Over 5 years
512,644
466,284
406,258
334,574
240,640
562,823
490,997
502,311
432,792
421,655
305,686
803,559
2,523,223 2,957,000
Fair value of investment properties
The book value of the properties held by the Company has been increased by €1,423,803 (2024:
€2,520,977) to reflect the established fair value as at 31 December 2025, reflecting several different factors
and adjustments to the individual property values, including the downward adjustment to certain property
categories resulting from the market changes and developments of the past two years, and reflecting
improvements and additions to the portfolio during the year, resulting from the acquisition and development
activity of the Company.
It is important to note that the Company has not recognised any value over the costs incurred for its
contracts and promises of sale of property which have not yet been fully acquired, but binding contracts
are existing, and is conservatively left out of the book value of the Company.
The Company considers that the current macroeconomic conditions (e.g. high interest rates, yields and
vacancy expectations) are properly reflected in its fair value measurements, noting that the city of Valletta,
where predominant part of the Company’s assets are located, represents a specific micro-market, which
UNESCO-protected, historic buildings and limited supply, while demand is steadily increasing.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
43
12. INVESTMENT PROPERTIES - continued
Valuation process
As is usually done by the Company, on an annual basis, during the reporting year it has carried out a full
property valuation exercise, performed by an independent professional valuer to assess the market value
of its assets, whether these are owned or leased. The annual valuation report was prepared by Edwin
Mintoff Architects (‘EMA’) in their capacity of a warranted architect and civil engineers, as independent
asset valuers. This full valuation report was prepared on a market value basis, based on the principles
defined by the Royal Institute of Chartered Surveyors (‘RICS’) Standards and applicable adjustments,
which are made for property specific conditions of the properties, reflecting the development project status
or operational conditions and was completed in January 2026, as part of the annual asset valuation
exercise.
On this basis, the Board of Directors has made its own assessment which has considered the overall
valuation values of the independent report, and has also assessed the individual property specific values,
assessing the various specific developments and adjusted for property-specific status of the ongoing
development projects, as well as the investment value potential for the Company’s asset portfolio. The
assessment of the fair market value of the Company’s asset portfolio performed by the Board of Directors
as at the end of the reporting period is considered conservative and is based on careful assessment of the
available independent valuation reports, market information and consideration of the actual market
conditions and forecasts.
Valuation techniques
It should be noted that the actual price (liquidation value) which the Company might obtain, if forced to sell
all properties in the short term, might be lower than the estimated figures accepted as fair market value of
the specific assets, as this is usual in similar cases. In addition, there are several risks and discount factors
associated specifically with the nature and operation of the Company's strategy and its line of business,
which were taken into account in establishing the fair market value of the properties and related assets
reflected in the Directors assessment, namely:
- Ability to match the forecasted schedule and development budgets;
- Securing the necessary finance for all development related expenses (beyond the currently available
funds) for all the projects within a short time frame might prove difficult;
- Securing the necessary development and operational permits within a relatively short time frame for
all the planned development projects might not materialise in time, resulting in delays or undue strain
on resources and finance and overall increased development costs and delayed proceeds from
operation;
- Finding prospective buyers or partners or operators for some or all the projects within a short time
frame might not be possible at the forecasted terms and conditions;
- The development and execution risks required to make some of these properties operational
(particularly the Silver Horse Block Phase 2 project) are considered high; and
- The impact of changing general market conditions and regulatory risks associated with the operation
of finished and managed properties is a risk itself.
For investment properties categorised under Level 3 of the fair value the valuation is based on a
comparative and in certain cases discounted cash flow valuation methodology, as detailed below. The
annual Directors’ valuation is based on the independent valuer’s estimated market values, and where
applicable specific (usually reflecting discounts) adjustments are applied reflecting specific
property/development characteristics.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
44
12. INVESTMENT PROPERTIES - continued
Valuation techniques - continued
For the residential and commercial properties under comparative approach, this is a relative valuation
method in which one compares the current value of a property to another with similar characteristics. This
method involves comparing the subject property with similar properties that have been recently sold and
those that are currently being offered for sale in the vicinity of other comparable localities. The
characteristics, merits and demerits of these properties are considered, and appropriate adjustments
thereof are then made to arrive at the value of the subject property. The higher the comparable market
rates, the higher the fair value of the property.
The fair value of the Silver Horse Block Phase 2, a property currently in advanced stage of development,
is determined based on project value, using various approaches, including a discounted cashflow method.
The discounted cashflow method is based on assumptions, which consider the specific terms of the signed
conditional lease agreement, assessment of the estimated development costs and discounts the projected
revenue streams to a present value using a typical market discount rate. The applied discount rate in this
case is 6%, reflecting current market conditions and parameters. The higher the discount rate, the lower
the fair value.
Directors’ assessment
As at 31 December 2025, the Directors’ Valuation Report reflects conservatively updated values for each
of the Company’s assets, taking into account the specific status and condition of the underlying properties.
Certain properties are currently under renovation, development, or in a preparatory stage in anticipation of
future refurbishment. In such cases, the valuation typically incorporates appropriate discounts to reflect
development risks and other project-specific factors. The values of such projects are reviewed annually
and adjusted to reflect changes in legal status (including tenant arrangements), development progress,
and other relevant considerations. As projects advance and associated risks are mitigated, previously
applied discounts may be partially or fully released in accordance with the applicable valuation principles
and professional recommendations. The valuation principles and methodologies applied are consistent
with the relevant guidance issued by the Kamra tal-Periti (KtP) and generally accepted international
industry practices.
Based on independent expert opinions and other available market information, the Directors remain of the
view that the Valletta property market is relatively less exposed to short-term volatility compared to other
property markets in Malta. Accordingly, the Directors are not aware of any material adverse changes in
market values as at the date of this report.
Considering the above, as at 31 December 2025 the Directors approved a total property value of
€86,875,000, representing an increase of approximately €4.1 million (an average of approximately 5%)
compared to the Directors’ valuation as at the end of 2024. This increase reflects ongoing property
development activities as well as prevailing market conditions and trends.
In establishing the valuation, the Directors considered the recommendations contained in the reports
prepared by independent third-party valuers, including suggested adjustments to the fair market values of
certain assets to reflect current conditions in the Valletta property market. Projects under development, as
well as projects completed but not yet operational at the valuation date, were reflected based on their
estimated project value at that time, with the values of fully developed assets expected to be realised upon
completion and commencement of operations.
The Directors have also confirmed that the Company’s long-term operational outlook remains materially
unchanged, particularly in relation to the projected long-term achievable revenues and operational
profitability expected from the operation of the Company’s fully developed assets.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
45
12. INVESTMENT PROPERTIES - continued
Directors’ assessment - continued
The Company applies IFRS 16 - Leases, which permits the recognition of leased properties in the
statement of financial position. In addition, the Company applies a similar approach to certain managed
properties where long-term contractual arrangements with property owners provide the Company with
effective control over the operation and economic benefits of those properties, where relevant and
applicable.
13. INVESTMENT IN SUBSIDIARIES
Subsidiaries Registered address
Class of shares
% of ownership
2025 2024
VREM Ltd
54, Marsa
m
xett Road
Ordinary
s
hares
100
100
Valletta VLT 1853
Malta
Silver Horse
54, Marsa
m
xett Road
Ordinary
s
hares
100
100
Block Ltd
Valletta VLT 1853
Malta
VREM Ltd is a 100% owned subsidiary of the Company, which is focusing on the management of the
hospitality assets and related operations. It manages the hospitality operations of the Company on the
short-let market. The Company recognises the investment in VREM Ltd at its cost of €10,000, in
accordance with the applicable IFRS principles.
Silver Horse Block Ltd is at present a SPV designated for future use, related to the Company’s operations
or development projects, currently holding no material assets, not carrying any activity and therefore being
inactive. The Company recognises the investment in Silver Horse Block Ltd at its cost of €1,200, in
accordance with the applicable IFRS principles.
The following table summarises the financial information of the Company’s subsidiaries as at and for the
year ended 31 December 2025.
Capital and
reserves
Profit
Subsidiaries €
€
VREM Ltd
97,356
18,107
Silver Horse Block Ltd 1,200
-
14. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME (“FVOCI”)
2025
2024
€
€
Quoted debt instruments
Balance as at
1 January
9,105,174
-
A
ddition
s during the year
2,096,027
9,113,992
Redemptions
during the year
(
5,205,654
)
-
Movement in fair value
48,797
(
8,818)
Balance as at 31 December
6,044,344
9,105,174
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
46
14. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME (“FVOCI”) -
continued
The Company’s financial assets are quoted debt instruments. The fair value gain of the financial assets
amounting to €48,797 (2024: fair value loss of €8,818) is recognised in other comprehensive income and
reflected as fair value reserve.
2025 2024
€
€
Non
-
current portion
-
3,898,107
Current portion
6,044,344
5,207,067
At 31 December
6,044,344
9,105,174
15. LOAN RECEIVABLE
2025
2024
€
€
Loan to third
-
party
(i
)
132,478
126,228
(i) The loan receivable bears 6% interest rate per annum. The loan was not repaid during the year,
because the parties have agreed and entered into an agreement, which will provide a repayment of
the full loan amount to the Company through cooperation in utilisation of the commercial premises of
the debtor. The details of the commercial cooperation are to be finalised based on the existing
agreement, and the rent due is to be set off as collections on account of the loan and related
receivables.
16. DEFERRED TAX ASSETS
The asset for deferred tax is analysed as follows:
20
2
5
2024
€
€
Excess of capital allowances over depreciation
(295,794)
(184,479)
Unamortised bond issue costs
111,13
7
-
Lease liabilities
357
,425
361,861
172,768
177,382
Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to set off
the recognised amounts and intends either to settle on a net basis or to realise the asset and settle the
liability simultaneously.
Provision was made for deferred tax for all temporary differences, except of fair value adjustment for
investment properties, on the basis of the liability method using a principal tax rate of 35%. The deferred
tax asset movement is made up of:
20
2
5
2024
€
€
Balance at beginning of the year
177,382
142,114
Movement in unabsorbed tax losses and capital allowances
-
(124,077)
Movement in lease liabilities
(4,437)
261,484
Movement in the excess of capital allowances over depreciation
(111,31
5)
(102,139)
Movement in unamortised bond issue costs
111,138
-
Balance at end of year
172,768
177,382
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
47
17. TRADE AND OTHER RECEIVABLES
2025 2024
€
€
Trade receivables (i)
104,809
101,132
VAT refundable
116,195
122,411
Prepayments
47,087
54,720
Accrued i
nterest
21,233
27,136
Amounts due from
subsidiary (ii)
179,974
64,755
Accrued service fee
267,053
-
Other receivables
55,902
39,819
792,253
409,973
Provision for expected credit losses
(39,055)
(39,055)
753,198
370,918
(i) Trade receivables are non-interest bearing and are generally on a 30-day term.
(ii) The amounts due from subsidiary represent the cash portion due from the 100% owned subsidiary
VREM Ltd, due to the fact that the Company operates a cash pool for the VBL Group.
The Company’s exposure to credit risk and impairment losses relating to trade and other receivables is
disclosed in Note 26.
18. CASH AND CASH EQUIVALENTS
Cash and cash equivalents included in the statement of cash flows comprise the following statement of
financial position amounts:
2025
2024
€
€
Cash at ban
ks
748,185
851,160
Cash in hand
187
15
748,372
851,175
The Company invested its temporary available free cash reserves in quoted debt instruments and are
treated as financial assets at FVOCI in accordance with IFRS 9 and in line with the Company’s declared
policy for utilisation and investment of liquidity reserves, as disclosed in Note 14.
19. SHARE CAPITAL AND RESERVES
2025
2024
€
€
Share Capital
Authorised:
330,000,000 Ordinary shares of €0.20 each 66,000,000
66,000,000
Issued and fully paid:
249,179,183 Ordinary shares of €0.20 each 49,835,837
49,835,837
The issued share capital of the Company currently consists of 249,179,183 ordinary shares of €0.20 each.
The authorised share capital currently consists of 330,000,000 ordinary shares of €0.20 each.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
48
19. SHARE CAPITAL AND RESERVES - continued
As at 31 December 2025, the market price of the ordinary shares on the Malta Stock Exchange (“MSE”)
was €0.186 each (based on the last trading of shares prior to the end of the year). The trading volume of
the Company’s shares on MSE is very low compared to the total value of outstanding shares, the free float
and the total asset value, and therefore it is considered non-representative as an indication of fair market
value of the Company.
The Ordinary shares of the Company participate equally in any payment of dividends or any distribution
and return of capital and carry identical rights and voting rights, as specified in the Memorandum and
Articles of Association the Company.
The following describes the nature and purpose of each reserve within equity:
Share premium The amount subscribed for share capital in excess of par value.
General reserve The amount of the issued share capital reduction
after the restructuring in the
Company completed in 2019,
retained in the Company, not distributed to the
shareholders.
Other reserves Non-distributable reserves for fair value revaluation on the office building and
financial assets at FVOCI.
Retained earnings All other net earnings or profit after accounting for dividends.
During the year ended 31 December 2025, gross dividends amounting to €220,000 (0.08829 euro cents
per ordinary share) (2024: €200,000) were declared, while actual net dividends paid during the year
amounted to €209,000 (2024: €200,000).
20. BORROWINGS
2025 2024
€ €
Non-current
Bank borrowings (i) 8,903,837 8,898,957
Bonds payable (ii) 9,682,462 9,647,005
18,586,299 18,545,962
Current
Bank borrowings (i) 871,850 590,709
(i) The Company obtained a bank loan under the MDB-guarantee scheme provided to support businesses
following the Covid-19 outbreak, which had in the previous periods a subsidised interest rate, in
compliance with the MDB loan programme and relevant EU regulations. Currently effective interest
rates are at market terms. The loan is being amortised as planned.
During 2022, the Company secured a long-term loan facility of €14,500,000, structured to reflect the
Company’s financing needs, and to secure the necessary long-term funding for its development and
acquisitions programme. This loan facility is repayable over a period of 15 years, and is structured into
specific, dedicated utilisation purposes. The facility is drawdown in relation with the executed
development and regeneration works. During 2023, the Company has also secured a short-term
revolving overdraft credit facility, which is currently unutilised. During the year 2025, the Company
continued utilising the facility, as per planned schedule, while significant portion of the development
loan facility remain unutilised.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
49
20. BORROWINGS - continued
The long-term development bank loan facility is covered under one overall agreement with the bank,
but structured to reflect the designated use of funds. Repayment terms, applicable interest and actual
repayment amounts are defined accordingly. Repayment amounts are based on a “scaletta repayment
schedule”, reflecting the Company’s development process, following a 2-year moratorium period and
are being repaid in monthly fixed instalments, inclusive of interest. Within the repayment period, the
monthly fixed instalments, inclusive of interest. Within the repayment period, the monthly instalments
will be gradually increased, and remain inclusive of interest, until the full final repayment. The
Company’s long-term debt repayment obligations and other relevant parameters are presented in
greater details in the Prospectus dated 4th October 2024. Further details on the loan repayment timing
and expected cash-flows are presented in Note 26.
These loan facilities are secured by a general hypothec over the Company’s assets, and special
hypothecs over the properties developed under the long-term development facility
The applicable costs of the development banking facilities (e.g. processing fees, commitment fees,
legal and professional fees directly related to the facility), were partially recognised in the Statement of
Comprehensive Income during the year, in line with the applicable accounting standards, and partially
capitalised on Investment Properties, as considered capital expenditure related to development of the
Company’s properties. The amount of borrowing costs capitalised during the year ended 31 December
2025 was €317,228 (2024: €280,976). The carrying amounts of the bank borrowings are reasonable
approximations of their fair value.
The loan repayments during the year amounted to €571,048 (2024: €397,832). Total interest expense
on bank loans recognised in the profit or loss are disclosed in Note 8 to these financial statements.
(ii) On 1 November 2024, the Company successfully issued a €10,000,000 5.2% redeemable secured
bonds 2030-2034 with a nominal exchange value of €100 per bond. The bonds were fully subscribed
and will mature on 25 October 2034 with annual interest payments due annually, every 25th of October,
until maturity. The amount presented in the statement of financial position is net of unamortised bond
issue costs amounting to €317,538 (2024: €352,995). Interest expense on bonds for the year are as
disclosed in Note 8 to these financial statements. Accrued interest payable as at 31 December 2025
is disclosed in Note 23 to these financial statements. The fair value of the bonds for every €100 bond
as at 31 December 2025 was €100.20.
21. LEASE LIABILITIES
The Company leases properties which are utilised in the operations or operated as investment property,
under agreements of between ten to twenty-five years, in some cases with options to extend. The lease
contracts have various escalation clauses. On renewal, the terms of the leases are renegotiated.
2025 2024
€ €
Minimum lease payments
Due after more than five years 1,329,565 1,406,615
Due after one year but within five years 365,914 356,909
Due within one year 68,045 69,996
Total gross lease liabilities 1,763,524 1,836,520
Discounting (742,314) (799,633)
Present value of lease liabilities 1,021,210 1,033,887
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
50
21. LEASE LIABILITIES - continued
Movements in lease liabilities during the year are as follows:
2025 2024
€
€
At 01 January
1,033,887
286,791
Additions
-
738,195
Interest expense
57,275
57,997
Gross lease payments
(
69,952
)
(49,096)
At 31 December
1,021,210
1,033,887
2025 2024
€
€
Non
-
current portion
1,000,798
1,015,958
Cur
rent portion
20,412
17,929
At 31 December
1,021,210
1,033,887
The following were the amounts recognised in profit or loss relating to leases:
20
2
5
2024
€
€
Depreciation
9
2,525
86,465
Interest expense
57,275
57,997
149,800
144,462
22. DEFERRED TAX LIABILITIES
20
2
5
2024
€
€
Effect of fair value movement on investment properties
4,906,30
2
4,763,275
Right-of-use assets
72,029
78,620
4,978,331
4,841,895
Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to set off
the recognised amounts and intends either to settle on a net basis or to realise the asset and settle the
liability simultaneously.
Provision was made for deferred tax for all temporary differences on the basis of the liability method using
a principal tax rate at 35%/5%.
20
2
5
2024
€
€
Balance at beginning of the year
4,841,895
4,373,858
Movement of investment properties fair value
143,
02
7
472,598
Movement in right-of-use assets
(6,59
1
)
(4,561)
Balance at end of year
4,978,331
4,841,895
The Company is calculating its deferred tax liability on investment properties at 5%, being the rate applied
if it had to sell its properties within 5 years of acquisition.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
51
23. TRADE AND OTHER PAYABLES
2025 2024
€
€
Non-current
Deposits on lease agreements
122,030
122,729
Current
Trade payables (i)
218,051
85,359
Accruals
(ii)
31
9,
5
2
9
1,009,192
Contract liabilities
15,807
13,040
Dividends payable
19,115
155
Bond interest payable
89,613
83,778
Deferred income
2,488
204,703
664,60
3
1,396,227
(i) Trade payables are non-interest bearing and are normally on 30 to 60 day term.
(ii) These accruals include amounts due to a related party amounting to €272,252 (2024: €910,349).
The Company’s exposure to liquidity risk relating to trade and other payables is disclosed in Note 26.
24. RELATED PARTY TRANSACTIONS AND DISCLOSURES
The Company is the parent of the companies listed in Note 13 to these financial statements.
The Company has related party relationships with some of its investors, its subsidiaries and companies
over which the Directors exercise significant influence. Transactions are carried out with related parties on
an arms-length basis, a regular basis and in the ordinary course of the business.
In the opinion of the Directors, there is no ultimate controlling party of the Company, since no shareholder
of VBL Plc has more than 25% of voting rights.
During the year ended 31 December 2025, transactions related to VBLM Ltd. and VREM Ltd are included
in the related party transactions as detailed below.
During the year, the Company entered into transactions with related parties as set below.
202
5
20
2
4
€
€
R
ental revenue share
-
VREM
670,251
517,703
Management fees and professional services
-
VREM
333,675
333,675
Property rental fees
-
VREM
32,400
32,400
Other direct costs
-
VREM
9,647
10,520
Directors travel reimbursement
1,333
2,277
Management fees
-
VBLM
181,50
1
252,587
Capitalised property development expenses
-
VBLM
544,504
757,762
The outstanding amounts arising from transactions with the related parties are disclosed in Notes 17 and
23 to these financial statements.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
52
25. EARNINGS PER SHARE
Earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the
weighted average number of ordinary shares in issue during the year.
202
5
202
4
Profit attributable to equity holders of the Company
€
1,555,797
€2,452,780
Weighted average number of shares in issue
249,179,183
249,179,183
Basic and diluted earnings per share
€0.00
62
€0.0098
The Company has no instruments or arrangements which give rise to potential ordinary shares and
accordingly diluted earnings per share is equivalent to basic earnings per share.
26. FINANCIAL RISK MANAGEMENT
The Company's activities potentially expose it to a variety of financial risks such as market risk (including
equity price change risk and interest rate risk), credit risk, and liquidity risk. The Company's overall risk
management program focuses on the unpredictability of financial markets and seeks to minimise potential
adverse effects on the Company's financial performance. The Company did not make use of derivative
financial instruments to hedge certain risk exposure during the current and preceding financial periods.
The Company uses different methods to measure different types of risk to which it is exposed. These
methods include sensitivity analysis in the case of variable interest rate risks or applying fixed interest
rates, and ageing analysis for credit risk.
Risk management is carried out by senior finance executive (‘finance’) under policies approved by the
Directors. These policies include identification and analysis of the Company and appropriate procedures,
controls and risk limits.
Market risk
Market risk is the risk that changes in market prices (e.g. foreign exchange rates, interest rates and equity
prices) will affect the Company’s income or the value of its holdings of financial instruments.
The Company’s currency of operation is Euro, all revenues and payables are defined, contracted and
accounted in Euro.
The Company is exposed to changes in equity prices and interest rates.
Equity price change risk
The Company is exposed to changes in equity prices (“price risk") in respect of its listed shares, which is
not a Company-specific risk, but it is a risk of the equity investors and shareholders. Therefore, the price
risk is a relevant risk from the point of view of the Company’s shareholders (investors), holding the listed
securities.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
53
26. FINANCIAL RISK MANAGEMENT - continued
The price risk is significantly dependent on the local and global stock market’s specifics, the equity trading
trends, actual trading volumes and other specifics of the equity market at the Malta Stock Exchange (MSE),
and it is less dependent on the Company’s actual financial or market performance. It is to be noted that the
average trading volume of Company’s shares on the stock exchange is very low, both compared to the
Company’s total equity and property value. During the reporting year 2025, the Company’s revenues,
overall financial performance and asset values have improved significantly, while the share prices have
decreased amidst low trading volume compared to the Company’s actual book value. Therefore, the actual
changes in equity prices are considered not representative of the Company’s actual market or asset value.
The investments in listed equity securities are considered as long-term strategic investment and are
regulated and monitored by local authorities, including MFSA, and EU level regulation and authorities. The
Directors continuously monitor the stock prices of the Company and assess the impact of potential stock
price changes to the Company.
While the experienced trading volumes and cumulative trade in the Company’s shares during the year
were very low compared to the Company’s book value, the following table illustrates the theoretical
sensitivity and change of market capitalisation to a possible change in market price.
Change
Increase/
(decrease)
in profit
for the year
Increase/
(decrease)
in equity
€
€
€
2025 (0.04)
-
(9,967,167)
2024 (0.04)
-
(9,967,167)
Interest rate risk
The interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate
due to changes in market interest rates. The Company is exposed to interest rate risk through its financial
assets at FVOCI, and some of its long-term borrowings. Financial assets at FVOCI are investments in
fixed-rate bonds which are exposed to changes in fair value as a result of movements in market interest
rates, while the contractual cash flows remain fixed over the life of the instruments. An increase in market
interest rates would result in a decrease in the fair value of these investments, whilst a decrease would
result in an increase in fair value. During the reporting year, the Company’s long-term borrowings have
been serviced at fixed interest rate, in line with the negotiated terms with the lenders. This has reduced the
Company’s exposure to short-term market volatilities and interest rate volatility and has secured a stable
and predictable environment for the Company’s debt service obligations. A decrease in market interest
rates would result in a decrease in the fair value of these long-term borrowings and whilst an increase
would result in an increase in fair value. Management considers the potential impact on profit or loss of a
defined interest rate shift that is reasonably possible at the end of the reporting period to be immaterial.
Credit risk
Financial assets which potentially subject the Company to concentrations of credit risk consist principally
of cash at bank and receivables. The Company's cash is placed with quality financial institutions as well as
it limits the amount of credit exposure with any one financial institution, to the extent possible. The Company
has appropriate policies to ensure that sales of properties and provision of services are made to customers
with appropriate credit history, or where this is not possible or practical, alternative risk mitigating practices
are applied. In this respect, credit risk with respect to receivables is monitored continuously and the
Company places a specific provision on any debt on which there is doubt of recoverability. Bad debts are
therefore negligible, and, in this respect, the Company has no significant concentration of credit risk. The
Company’s calculated expected credit losses is immaterial.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
54
26. FINANCIAL RISK MANAGEMENT - continued
202
5
2024
€
€
Financial
asset
Financial assets at FVOCI
6,044,344
9,105,174
Loans receivable
132,478
126,228
Trade and other receivables
753,198
370,918
Cash at banks
748,
185
851,160
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.
The Company's approach to managing liquidity is to ensure, as far as possible, that it will always have
sufficient liquidity by maintaining adequate reserves and banking facilities to meet its abilities when due,
under both normal and stressed conditions. The Directors do not foresee and are unaware of any currently
known circumstances whereby the Company would not honour its commitment.
Unused bank borrowing facilities as at 31 December were as follows:
2025 2024
€ €
Bank overdrafts 500,000 500,000
Bank borrowings 4,871,896 5,729,018
5,371,896 6,229,018
Within one
year
One to five
years
More than
five years
€
€
€
202
5
Financial liabilities:
Bonds
and interest
payable
425,364
2,085,424
12,084,435
Bank borrowings
1,171,108
5,7
22,515
5,368,222
Lease liabilities
68,045
365,914
1,329,565
Trade and other payables
627,193
-
-
2,291,710
8,173,853
18,
782,222
2024
Financial liabilities:
Bonds and interest payable
425,364
2,085,424
12,605,434
Bank borrowings
1,019,718
3,228,674
9,002,894
Lease liabilities
69,996
356,909
1,406,615
Trade and other payables
1,094,551
-
-
2,609,629
5,671,007
23,014,943
Prudent liquidity risk management implies maintaining sufficient cash and cash equivalents, the availability
of funding through an adequate amount of credit facilities and the ability to close out market positions. The
timing and volume of the loan repayment cashflows is dependent on the actual timing of the loan utilisation,
drawdowns and other relevant conditions. The options are considered in the Company’s presented
financial projections and regularly updated to reflect the facts. The cash-flows related to the bond issue are
also detailed in further detail in the Prospectus dated 4
th
October 2024.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
55
26. FINANCIAL RISK MANAGEMENT - continued
Capital risk management
The Company’s objectives when managing capital are to safeguard its ability to continue as a going
concern and to maximise the return to stakeholders through the optimisation of the debt and equity balance.
The capital structure of the Company consists mainly of cash and cash equivalents as disclosed in
Note 18 to these financial statements, items presented within equity in the statement of financial position
and borrowings as disclosed in Notes 19 and 20 to these financial statements, respectively.
The Company's Directors manage the Company’s capital structure and make adjustments to it, in the light
of changes in economic conditions and according to the originally disclosed strategy. The Company’s
capital structure is reviewed on an ongoing basis. Based on recommendations of the Directors, the
Company aims to balance its overall capital structure through the payments of dividends, new share issues
as well as the issue of new debt or the redemption of existing debt. The Company monitors its capital
structure and targets to maintain at all times a healthy gearing ratio. This ratio is calculated as total net
borrowings divided by total capital. The Company considers total capital to be equity and total net
borrowings, adjusted for deferred tax liabilities.
As part of this process, the Company has declared and continues to explore and perform a comprehensive
evaluation of strategic financing options and initiatives to unlock and maximise shareholder value going
forward. This ongoing process includes considering a number of possible strategic options, including the
possibility of raising further capital from strategic and/or financial investors or carrying out equity
transactions, including options which might result in a change to the shareholding or capital structure of
the Company. Any decisions on the selection of specific strategic options are made regularly and
adequately communicated to the market, under the applicable rules and regulations. The Company's
overall business and development strategy remains unchanged from the prior year.
27. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES
The table below details the changes in the Company’s liabilities arising from financing activities, including
both cash and non-cash changes. Liabilities arising from financing activities are those for which cash flows
were, or future cash flows will be, classified in the Company’s statement of cash flows as cash flows from
financing activities.
Bonds
payable
(Note
20
)
Bank
borrowings
(Note
2
0
)
Lease
liabilities
(Note
2
1
)
Total
€
€
€
€
Balance at 01 January 2025 9,647,005
9,489,666
1,033,887
20,170,558
Drawdowns -
857,071
-
857,071
Repayments -
(571,048)
(12,677)
(583,725)
Interest paid -
(449,657)
(57,275)
(506,932)
Non
-
cash transactions:
Interest expense -
176,771
57,275
234,046
Amortisation of bond issuance costs
35,457
-
-
35,457
Capitalised borrowing costs -
317,228
-
317,228
Other movements -
(44,344)
-
(44,344)
Balance at 31 December 202
5
9,682,462
9,775,687
1,021,210
20,479,359
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
56
27. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES - continued
Bonds
payable
(Note
20
)
Bank
borrowings
(Note
20
)
Lease
liabilities
(Note
21
)
Total
€
€
€
€
Balance at 01 January 2024 -
8,270,631
286,791
8,557,422
Drawdowns -
1,563,818
-
1,563,818
Repayments -
(397,832)
-
(388,931)
Interest paid -
(412,855)
(49,096)
(470,852)
Proceeds from issuance net of bond
issue costs
9,640,997
-
-
9,640,997
Non
-
cash transactions:
Additions -
-
738,195
738,195
Interest expense -
163,248
57,997
221,245
Amortisation of bond issuance costs
6,008
-
-
6,008
Capitalised borrowing costs -
280,976
-
280,976
Other movements -
21,680
-
21,680
Balance at 31 December 202
4
9,647,005
9,489,666
1,033,887
20,170,558
28. FAIR VALUE MEASUREMENT
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date.
For financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on
the degree to which the inputs to the fair value measurements are observable and the significance of the
inputs to the fair value measurement in its entirety, which are described as follows:
- Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity
can access at the measurement date;
- Level 2: Inputs, other than quoted prices included within Level 1, that are observable for the asset
or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
- Level 3: Unobservable inputs for the asset or liability.
There were no transfers between levels during the year.
The valuation of investment properties at fair value is categorised as level 3. Details of the valuation
techniques are disclosed in Note 12 to these financial statements.
The Company’s financial assets measured at fair value comprise quoted debt instruments classified as
financial assets at FVOCI, as disclosed in Note 14. These instruments are valued using quoted prices in
active markets and are therefore categorised as level 1.
VBL Plc
Annual Financial Report and Financial Statements - 31 December 2025
NOTES TO THE FINANCIAL STATEMENTS - continued
57
28. FAIR VALUE MEASUREMENT
Sensitivity analysis
The fair value of the Silver Horse 2 property (“SHB2”) has been determined on project basis and – among
other methods - by using a discounted cash flow (DCF) model. The valuation incorporates significant
unobservable inputs, primarily the discount rate and the long-term growth rate, which reflect market
participants’ expectations regarding the risk profile and future performance of the property. As these inputs
are not directly observable in the market, changes in the assumptions applied could have a material impact
on the estimated fair value.
The discount rate represents the rate of return that market participants would require for an investment
with risk characteristics comparable to those of the property. An increase in the discount rate would reduce
the present value of the projected future cash flows and therefore decrease the estimated fair value of the
property. Conversely, a decrease in the discount rate would increase the present value of projected cash
flows and result in a higher fair value.
The long-term growth rate represents the rate at which the property’s net operating income is expected to
grow over the projection period and into perpetuity. An increase in the growth rate assumption would
generally result in a higher estimated fair value, while a decrease in the growth rate would lead to a lower
estimated fair value.
To illustrate the sensitivity of the valuation to these key assumptions, the table below presents the
estimated impact on the fair value of the SHB2 property resulting from a 0.5% change in each significant
unobservable input, with all other assumptions held constant. It can be summarised that the sensitivity
variations of the significant unobservable inputs, performed along the above-described assumptions, have
an impact on the overall estimated market valuation of the asset of below 10%.
The level 3 unobservable inputs and sensitivity are as follows:
Property Unobservable input Sensitivity
Silver Horse
Block Phase 2
Discount rate A 0.5% change in discount rate would increase/ decrease
the fair value by approximately €1.1 million (4%)
Growth rate A 0.5% change in growth rate would increase/ decrease
the fair value by approximately €1.4 million (5%)
29. CAPITAL COMMITMENTS
The Company’s investment and development programme has been regularly communicated to the market
and updated though regular company announcements and other communication. Nevertheless, the
Company’s mid-term projected capital commitments remain largely unchanged. These have been detailed
in the Company’s listing prospectus under the chapter of Prospective Financial Information, issued in
August 2021 and subsequently updated and detailed in the Company’s bond prospectus published in
October 2024 and reflects the Directors expectation with respect to the future operations and project
development of the Company. Regular updates and adjustments to these plans are performed and
communicated to align the plans to the market reality and actual conditions, while the overall strategy and
long-term objectives remain largely unchanged. The basis of preparation and key underlying assumptions,
financial and development plans, are also detailed in the prospectus, monitored and updated regularly. As
of the end of the reporting period, these are materially unchanged and implemented along the originally
projected timeframes.
RSM Malta is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network.
Each member of the RSM network is an independent accounting and consulting firm which practices in its own right.
The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Malta
Mdina Road,
Ħaż-Żebbu
ġ, Malta
ZBG 9015
T: 356 2278 7000
www.rsm.com.mt
58
INDEPENDENT AUDITOR’S REPORT
To the Shareholders of VBL Plc
Report on the Audit of the Financial Statements
Opinion
We have audited the accompanying financial statements of VBL Plc (“the Company”) set out on pages
28 to 57, which comprise the statement of financial position as at 31 December 2025, the statement of
comprehensive income, statement of changes in equity and statement of cash flows for the year then
ended, and notes to the financial statements, including a summary of material accounting policy
information.
In our opinion, the financial statements give a true and fair view of the financial position of the Company
as at 31 December 2025, and of its financial performance and its cash flows for the year then ended in
accordance with International Financial Reporting Standards (IFRS Accounting Standards) as adopted
by the European Union (EU), and have been properly prepared in accordance with the requirements of
the Maltese Companies Act (Cap. 386).
Our opinion is consistent with our additional report to the Audit Committee in accordance with the
provision of Article 11 of the EU Regulation No. 537/2014 on specific requirements regarding statutory
audits of public-interest entities.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit
of the Financial Statements section of our report. We are independent of the Company in accordance
with the ethical requirements of both the International Ethics Standards Board for Accountants’
International Code of Ethics for Professional Accountants (including International Independence
Standards) (IESBA Code) and the Accountancy Profession (Code of Ethics for Warrant Holders)
Directive issued in terms of the Accountancy Profession Act (Cap. 281) in Malta that are relevant to our
audit of the financial statements, and we have fulfilled our other ethical responsibilities in accordance
with the IESBA Code and the Code of Ethics for Warrant Holders in Malta. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, we declare that non-audit services that we have provided to
the Company are in accordance with the applicable laws and regulations in Malta and that we have not
provided any non-audit services that are prohibited under Article 18A of the Accountancy Profession Act
(Cap 281).
The non-audit services that we have provided to the Company during the year are disclosed in Note 5
to these financial statements.
59
INDEPENDENT AUDITOR’S REPORT - continued
To the Shareholders of VBL Plc
Report on the Audit of the Financial Statements - continued
Key Audit Matters
Key audit matters are those matters that, in our professional judgement were of most significance in our
audit of the financial statements of the current period. These matters were addressed in the context of
our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Valuation of Investment Properties
The Company’s investment properties are carried at fair value of €86,875,000 as at 31 December 2025.
Further details are included in Note 12 to the financial statements.
The existence of significant estimates used to arrive at the fair value of the property, could result in a
potential material misstatement by virtue of the inherent limitations underlying the estimations.
Consequently, specific audit focus and attention was given to this area. The valuation of the property
was performed by management on the basis of valuation reports prepared by an independent qualified
valuer and the Board of Directors’ assessment which considers various specific developments and
adjusted for property-specific status of the ongoing development projects, as well as the investment
value potential for the VBL asset portfolio.
Audit Response
We understood and evaluated the assessment performed by management on the basis of the
revaluations performed by an independent professional qualified valuer and the Board of Directors’
assessment to ascertain the fair value of the investment properties.
Our audit procedures included amongst others:
Considering the objectivity, independence, competence and capabilities of the external valuer.
Considering the objectivity, competence and capabilities of the management and directors.
Reviewing the methodology used by the external valuer and management to estimate the value of
the property.
Assessing and challenging the significant unobservable inputs and assumptions that were applied
in the valuations made.
Assessing the reasonableness of the valuations by reference to market evidence of transactions
for similar properties.
Conducting discussions with the independent professional valuer, management and directors.
We concluded, based on our audit work, that the outcome of the assessment is reasonable.
In addition, we reviewed the adequacy of disclosures made in Note 12 to the financial statements and
concluded that these are adequate.
60
INDEPENDENT AUDITOR’S REPORT - continued
To the Shareholders of VBL Plc
Report on the Audit of the Financial Statements - continued
Other information
The directors are responsible for the other information. The other information comprises the general
information, the directors’ report, the remuneration report and the statement of the directors, and the
statement by the directors on compliance with the Code of Principles of Good Corporate Governance,
but does not include the financial statements and our auditor’s report thereon. Our opinion on the
financial statements does not cover the other information and we do not express any form of assurance
conclusion thereon except as explicitly stated within the Report on Other Legal and Regulatory
Requirements.
In connection with our audit of the financial statements, our responsibility is to read the other information
identified above and, in doing so, consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially
misstated. If, based on the work we have performed on the other information that we have obtained
prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Under Article 179(3) of the Maltese Companies Act (Cap. 386), we are required to consider whether the
information given in the directors’ report is compliant with the disclosure requirements of Article 177 of
the same Act.
Based on the work we have performed, in our opinion:
• the directors’ report has been prepared in accordance with the Maltese Companies Act (Cap. 386);
• 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
• in light of our knowledge and understanding of the Company and its environment obtained in the
course of the audit, we have not identified material misstatements in the directors’ report.
Responsibilities of the Directors for the Financial Statements
The directors are responsible for the preparation of financial statements that give a true and fair view in
accordance with IFRS Accounting Standards as adopted by the EU and the requirements of the Maltese
Companies Act (Cap. 386), and for such internal control as the directors determine is necessary to
enable the preparation of financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to liquidate the Company or to
cease operations, or have no realistic alternative but to do so.
The directors have delegated the responsibility for overseeing the Company's financial reporting process
to the Audit Committee.
61
INDEPENDENT AUDITOR’S REPORT - continued
To the Shareholders of VBL Plc
Report on the Audit of the Financial Statements - continued
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain
professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s 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 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 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.
62
INDEPENDENT AUDITOR’S REPORT - continued
To the Shareholders of VBL Plc
Report on the Audit of the Financial Statements - continued
Auditor’s Responsibilities for the Audit of the Financial Statements - continued
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, related
safeguards.
From the matters communicated with the directors, 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 the Statement of Compliance with the Code of Principles of Good Corporate
Governance
The Capital Markets Rules issued by the Malta Financial Services Authority require the directors to
prepare and include in their Annual Financial Report a Statement of Compliance with the Code of
Principles of Good Corporate Governance with 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.
The Capital Markets Rules also require the auditor to include a report on the Statement of Compliance
prepared by the directors.
We read the Statement of Compliance and consider the implications for our report if we become aware
of any apparent misstatements or material inconsistencies with the financial statements included in the
Annual Report with respect to the information referred to in the Capital Market Rules 5.97.4 and 5.97.5.
We also assessed whether the Statement of Compliance includes all the other information required to
be presented as per Capital Market Rules 5.97. Our responsibilities do not extend to considering
whether this statement is consistent with any other information included in the Annual Report.
We are not required to, and we do not, consider whether the Board’s statements on internal control
included in the Statement of Compliance 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 with the Principles of Good Corporate Governance set out
on pages 19 to 27 has been properly prepared in accordance with the requirements of the Capital
Markets Rules issued by the Malta Financial Services Authority.
63
INDEPENDENT AUDITOR’S REPORT - continued
To the Shareholders of VBL Plc
Report on Other Legal and Regulatory Requirements - continued
Report on the Remuneration Statement
The Capital Markets Rules issued by the Malta Financial Services Authority requires the directors to
prepare a remuneration statement. We are required to consider whether the information that should be
provided under the Remuneration Statement has been included.
In our opinion, the Remuneration Statement has been properly prepared in accordance with the
requirements of the Capital Markets Rules issued by the Malta Financial Services Authority.
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 VBL plc for the year ended 31 December 2025, entirely
prepared in a single electronic reporting format.
Responsibilities of the directors
The directors are responsible for the preparation of the annual financial report, including the financial
statements, by reference to Capital Markets Rule 5.56A, in accordance with the requirements of the
ESEF RTS.
Auditor’s responsibilities
Our responsibility is to obtain reasonable assurance about whether the annual financial report, including
the financial statements, comply in all material respects with the ESEF RTS based on the evidence we
have obtained. We conducted our reasonable assurance engagement in accordance with the
requirements of ESEF Directive 6.
Our procedures included:
• Obtaining an understanding of the entity's financial reporting process, including the preparation of
the annual financial report, in XHTML format.
• Examining whether the annual financial report has been prepared in XHTML format.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Opinion
In our opinion, the annual financial report for the year ended 31 December 2025 has been prepared in
XHTML format in all material respects.
64
INDEPENDENT AUDITOR’S REPORT - continued
To the Shareholders of VBL Plc
Report on Other Legal and Regulatory Requirements - continued
Other matters on which we are required to report by exception
Under the Maltese Companies Act (Cap. 386), we are required to report to you if, in our opinion:
• proper accounting records have not been kept; or
• proper returns adequate for our audit have not been received from branches we have not visited;
or
• the financial statements are not in agreement with the accounting records and returns; or
• we were unable to obtain all the information and explanations which, to the best of our knowledge
and belief, are necessary for the purposes of our audit.
We also have responsibilities under the Capital Markets Rules to review the statement made by the
directors that the business is a going concern together with supporting assumptions or qualifications as
necessary.
We have nothing to report to you in respect of these responsibilities.
Appointment
We were first appointed to act as auditors of the Company by the shareholders of the Company on 14
December 2021 for the year ended 31 December 2021, and we were subsequently reappointed by the
shareholders at the Company’s general meeting for the financial year thereafter. The period of
uninterrupted engagement as statutory auditor of the Company is five financial periods.
RSM Malta
Registered Auditors
Mdina Road
Zebbug ZBG 9015
Malta
Conrad Borg
Principal
29 April 2026